Item A.1. Reporting period covered.

a. Report for period ending:

2024-12-31

b. Does this report cover a period of less than 12 months?

Yes

No

Item B.1. Background information.

a. Full name of Registrant

GDL Fund

b. Investment Company Act file number ( e.g., 811-)

811-21969

c. CIK

0001378701

d. LEI

5493000XKGL8ZPN99479

Item B.2. Address and telephone number of Registrant.

a. Street 1

One Corporate Center

Street 2

b. City

Rye

c. State, if applicable

NEW YORK

d. Foreign country, if applicable

UNITED STATES OF AMERICA

e. Zip code and zip code extension, or foreign postal code

10580-1422

f. Telephone number (including country code if foreign)

1-800-422-3554

g. Public Website, if any

http://gabelli.com

Item B.3. Location of books and records.

Instruction. Provide the requested information for each person maintaining physical possession of each account, book, or other document required to be maintained by section 31(a) of the Act (15 U.S.C. 80a-30(a)) and the rules under that section.

Location books Record: 1

a. Name of person (e.g., a custodian of records)

The Bank of New York Mellon

b. Street 1

240 Greenwich Street

Street 2

c. City

New York

d. State, if applicable

NEW YORK

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

10286

g. Telephone number (including country code if foreign)

212-495-1784

h. Briefly describe the books and records kept at this location:

Custody

Location books Record: 2

a. Name of person (e.g., a custodian of records)

BNY Mellon Investment Servicing (US) Inc.

b. Street 1

500 Ross Street

Street 2

c. City

Pittsburgh

d. State, if applicable

PENNSYLVANIA

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

15262

g. Telephone number (including country code if foreign)

412-234-5000

h. Briefly describe the books and records kept at this location:

Accounting

Location books Record: 3

a. Name of person (e.g., a custodian of records)

Gabelli Funds, LLC

b. Street 1

One Corporate Center

Street 2

c. City

Rye

d. State, if applicable

NEW YORK

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

10580-1422

g. Telephone number (including country code if foreign)

914-921-5100

h. Briefly describe the books and records kept at this location:

Accounting

Location books Record: 4

a. Name of person (e.g., a custodian of records)

Equiniti Trust Company, LLC

b. Street 1

6201 15th Avenue

Street 2

c. City

Brooklyn

d. State, if applicable

NEW YORK

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

11219

g. Telephone number (including country code if foreign)

800-937-5449

h. Briefly describe the books and records kept at this location:

Transfer Agent

Item B.4. Initial of final filings.

Instruction. Respond "yes" to Item B.4.b only if the Registrant has filed an application to deregister or will file an application to deregister before its next required filing on this form.

a. Is this the first filing on this form by the Registrant?

Yes

No

b. Is this the last filing on this form by the Registrant?

Yes

No

Item B.5. Family of investment companies.

Instruction. "Family of investment companies" means, except for insurance company separate accounts, any two or more registered investment companies that (i) share the same investment adviser or principal underwriter; and (ii) hold themselves out to investors as related companies for purposes of investment and investor services.In responding to this item, all Registrants in the family of investment companies should report the name of the family of investment companies identically.

Insurance company separate accounts that may not hold themselves out to investors as related companies (products) for purposes of investment and investor services should consider themselves part of the same family if the operational or accounting or control systems under which these entities function are substantially similar.

a. Is the Registrant part of a family of investment companies?

Yes

No

i. Full name of family of investment companies

Gabelli Fund Complex

Item B.6. Organization.

Instruction. For Item B.6.a.i., the Registrant should include all Series that have been established by the Registrant and have shares outstanding (other than shares issued in connection with an initial investment to satisfy section 14(a) of the Act).

Indicate the classification of the Registrant by checking the applicable item below.

a. Open-end management investment company registered under the Act on Form N-1A
Checkbox checked

b. Closed-end management investment company registered under the Act on Form N-2
Checkbox not checked

c. Separate account offering variable annuity contracts which is registered under the Act as a management investment company on Form N-3
Checkbox not checked

d. Separate account offering variable annuity contracts which is registered under the Act as a unit investment trust on Form N-4
Checkbox not checked

e. Small business investment company registered under the Act on Form N-5
Checkbox not checked

f. Separate account offering variable insurance contracts which is registered under the Act as a unit investment trust on Form N-6
Checkbox not checked

g. Unit investment trust registered under the Act on Form N-8B-2

Item B.7. Securities Act registration.

Is the Registrant the issuer of a class of securities registered under the Securities Act of 1933 ("Securities Act")?

Yes

No

Item B.8. Directors.

Provide the information requested below about each person serving as director of the Registrant (management investment companies only):

Director Record: 1

a. Full Name

Leslie F. Foley

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

No

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-21529

File Number Record: 2

File Number Record:

811-04719

File Number Record: 3

File Number Record:

811-09243

File Number Record: 4

File Number Record:

811-22021

File Number Record: 5

File Number Record:

811-04700

File Number Record: 6

File Number Record:

811-05715

File Number Record: 7

File Number Record:

811-23568

Director Record: 2

a. Full Name

Agnes Mullady

b. CRD number, if any

001732384

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

No

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-22884

File Number Record: 2

File Number Record:

811-04700

File Number Record: 3

File Number Record:

811-22216

File Number Record: 4

File Number Record:

811-05715

File Number Record: 5

File Number Record:

811-21698

File Number Record: 6

File Number Record:

811-22021

File Number Record: 7

File Number Record:

811-23568

File Number Record: 8

File Number Record:

811-21423

File Number Record: 9

File Number Record:

811-02151

Director Record: 3

a. Full Name

Mario J. Gabelli

b. CRD number, if any

000216136

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

No

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-06687

File Number Record: 2

File Number Record:

811-09243

File Number Record: 3

File Number Record:

811-22884

File Number Record: 4

File Number Record:

811-04873

File Number Record: 5

File Number Record:

811-09397

File Number Record: 6

File Number Record:

811-23395

File Number Record: 7

File Number Record:

811-22021

File Number Record: 8

File Number Record:

811-02151

File Number Record: 9

File Number Record:

811-09377

File Number Record: 10

File Number Record:

811-05848

File Number Record: 11

File Number Record:

811-07644

File Number Record: 12

File Number Record:

811-08518

File Number Record: 13

File Number Record:

811-07896

File Number Record: 14

File Number Record:

811-08476

File Number Record: 15

File Number Record:

811-08560

File Number Record: 16

File Number Record:

811-04494

File Number Record: 17

File Number Record:

811-22026

File Number Record: 18

File Number Record:

811-07326

File Number Record: 19

File Number Record:

811-06367

File Number Record: 20

File Number Record:

811-04700

File Number Record: 21

File Number Record:

811-04656

File Number Record: 22

File Number Record:

811-21423

Director Record: 4

a. Full Name

James P. Conn

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

No

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-21698

File Number Record: 2

File Number Record:

811-04494

File Number Record: 3

File Number Record:

811-04719

File Number Record: 4

File Number Record:

811-21423

File Number Record: 5

File Number Record:

811-22021

File Number Record: 6

File Number Record:

811-21761

File Number Record: 7

File Number Record:

811-02151

File Number Record: 8

File Number Record:

811-22884

File Number Record: 9

File Number Record:

811-09243

File Number Record: 10

File Number Record:

811-08476

File Number Record: 11

File Number Record:

811-04656

File Number Record: 12

File Number Record:

811-22041

File Number Record: 13

File Number Record:

811-04700

File Number Record: 14

File Number Record:

811-04873

File Number Record: 15

File Number Record:

811-22216

File Number Record: 16

File Number Record:

811-21529

Director Record: 5

a. Full Name

Salvatore J. Zizza

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

No

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-04719

File Number Record: 2

File Number Record:

811-04873

File Number Record: 3

File Number Record:

811-07896

File Number Record: 4

File Number Record:

811-08518

File Number Record: 5

File Number Record:

811-22216

File Number Record: 6

File Number Record:

811-22884

File Number Record: 7

File Number Record:

811-08560

File Number Record: 8

File Number Record:

811-08476

File Number Record: 9

File Number Record:

811-04494

File Number Record: 10

File Number Record:

811-23568

File Number Record: 11

File Number Record:

811-21529

File Number Record: 12

File Number Record:

811-22021

File Number Record: 13

File Number Record:

811-05715

File Number Record: 14

File Number Record:

811-09243

File Number Record: 15

File Number Record:

811-04700

File Number Record: 16

File Number Record:

811-21423

File Number Record: 17

File Number Record:

811-22041

File Number Record: 18

File Number Record:

811-21698

File Number Record: 19

File Number Record:

811-06367

Director Record: 6

a. Full Name

Michael J. Melarkey

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

No

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-02151

File Number Record: 2

File Number Record:

811-04719

File Number Record: 3

File Number Record:

811-04656

File Number Record: 4

File Number Record:

811-09243

File Number Record: 5

File Number Record:

811-23568

File Number Record: 6

File Number Record:

811-21761

File Number Record: 7

File Number Record:

811-22216

File Number Record: 8

File Number Record:

811-21529

File Number Record: 9

File Number Record:

811-21423

File Number Record: 10

File Number Record:

811-05715

File Number Record: 11

File Number Record:

811-21698

File Number Record: 12

File Number Record:

811-23395

Director Record: 7

a. Full Name

Anthony S. Colavita

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

No

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-22884

File Number Record: 2

File Number Record:

811-08476

File Number Record: 3

File Number Record:

811-21423

File Number Record: 4

File Number Record:

811-05715

File Number Record: 5

File Number Record:

811-23568

File Number Record: 6

File Number Record:

811-05502

File Number Record: 7

File Number Record:

811-21698

File Number Record: 8

File Number Record:

811-21761

File Number Record: 9

File Number Record:

811-04719

File Number Record: 10

File Number Record:

811-22216

File Number Record: 11

File Number Record:

811-23395

Director Record: 8

a. Full Name

Colin Kilrain

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

No

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-04656

Item B.9. Chief compliance officer.

Provide the information requested below about each person serving as chief compliance officer of the Registrant for purposes of rule 38a-1 (17 CFR 270.38a- 1):

Chief compliance officer Record: 1

a. Full Name

Richard J. Walz

b. CRD Number, if any

001392836

c. Street Address 1

One Corporate Center

Street Address 2

d. City

Rye

e. State, if applicable

NEW YORK

f. Foreign country, if applicable

UNITED STATES OF AMERICA

g. Zip code and zip code extension, or foreign postal code

10580

h. Telephone number (including country code if foreign)

XXXXXX

i. Has the chief compliance officer changed since the last filing?

Yes

No

If the chief compliance officer is compensated or employed by any person other than the Registrant, or an affiliated person of the Registrant, for providing chief compliance officer services, provide:

CCO employer Record: 1

i. Name of the person

N/A

ii. Person's IRS Employer Identification Number

N/A

Item B.10. Matters for security holder vote.

Instruction. Registrants registered on Forms N-3, N-4 or N-6, should respond "yes" to this Item only if security holder votes were solicited on contract-level matters.

Were any matters submitted by the Registrant for its security holders' vote during the reporting period?

Yes

No

Item B.11. Legal proceeding.

Instruction. For purposes of this Item, the following proceedings should be described: (1) any bankruptcy, receivership or similar proceeding with respect to the Registrant or any of its significant subsidiaries; (2) any proceeding to which any director, officer or other affiliated person of the Registrant is a party adverse to the Registrant or any of its subsidiaries; and (3) any proceeding involving the revocation or suspension of the right of the Registrant to sell securities.

a. Have there been any material legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries was a party or of which any of their property was the subject during the reporting period?

Yes

No

b. Has any proceeding previously reported been terminated?

Yes

No

Item B.12. Fidelity bond and insurance (management investment companies only).

a. Were any claims with respect to the Registrant filed under a fidelity bond (including, but not limited to, the fidelity insuring agreement of the bond) during the reporting period?

Yes

No

Item B.13. Directors and officers/errors and omissions insurance (management investment companies only).

a. Are the Registrant's officers or directors covered in their capacities as officers or directors under any directors and officers/errors and omissions insurance policy owned by the Registrant or anyone else?

Yes

No

i. If yes, were any claims filed under the policy during the reporting period with respect to the Registrant?

Yes

No

Item B.14. Provision of financial support.

Instruction. For purposes of this Item, a provision of financial support includes any (1) capital contribution, (2) purchase of a security from a Money Market Fund in reliance on rule 17a-9 under the Act (17 CFR 270.17a-9), (3) purchase of any defaulted or devalued security at fair value reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio, (4) execution of letter of credit or letter of indemnity, (5) capital support agreement (whether or not the Registrant ultimately received support), (6) performance guarantee, or (7) other similar action reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. Provision of financial support does not include any (1) routine waiver of fees or reimbursement of Registrant's expenses, (2) routine inter-fund lending, (3) routine inter-fund purchases of Registrant's shares, or (4) action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio.

Did an affiliated person, promoter, or principal underwriter of the Registrant, or an affiliated person of such a person, provide any form of financial support to the Registrant during the reporting period?

Yes

No

Item B.15. Exemptive orders.

a. During the reporting period, did the Registrant rely on any orders from the Commission granting an exemption from one or more provisions of the Act, Securities Act or Exchange Act?

Yes

No

Release number Record: 1

i. If yes, provide below the release number for each order

IC-25070

Item B.16. Principal underwriters.

a. Provide the information requested below about each principal underwriter:

i. Full name

ii. SEC file number (e.g., 8-)

iii. CRD number

iv. LEI, if any

v. State, if applicable

vi. Foreign country, if applicable

vii. Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor?

Yes

No

b. Have any principal underwriters been hired or terminated during the reporting period?

Yes

No

Item B.17. Independent public accountant.

Provide the following information about eachthe independent public accountant:

Public accountant Record: 1

a. Full Name

Ernst & Young LLP

b. PCAOB Number

42

c. LEI, if any

N/A

d. State, if applicable

DELAWARE

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Has the independent public accountant changed since the last filing?

Yes

No

Item B.18. Report on internal control (management investment companies only).

Instruction. Small business investment companies are not required to respond to this item.

For the reporting period, did an independent public accountant's report on internal control note any material weaknesses?

Yes

No

Item B.19. Audit opinion.

For the reporting period, did an independent public accountant issue an opinion other than an unqualified opinion with respect to its audit of the Registrant's financial statements?

Yes

No

Item B.20. Change in valuation methods.

Instruction. Responses to this item need not include changes to valuation techniques used for individual securities (e.g., changing from market approach to income approach for a private equity security). In responding to Item B.20.c., provide the applicable "asset type" category specified in Item C.4.a. of Form N-PORT. In responding to Item B.20.d., provide a brief description of the type of investments involved. If the change in valuation methods applies only to certain sub-asset types included in the response to Item B.20.c., please provide the sub-asset types in the response to Item B.20.d. The responses to Item B.20.c. and Item B.20.d. should be identical only if the change in valuation methods applies to all assets within that category.

Have there been material changes in the method of valuation (e.g., change from use of bid price to mid price for fixed income securities or change in trigger threshold for use of fair value factors on international equity securities) of the Registrant's assets during the reporting period?

Yes

No

Item B.21. Change in accounting principles and practices.

Have there been any changes in accounting principles or practices, or any change in the method of applying any such accounting principles or practices, which will materially affect the financial statements filed or to be filed for the current year with the Commission and which has not been previously reported?

Yes

No

Item B.23. Rule 19a-1 notice (management investment companies only).

During the reporting period, did the Registrant pay any dividend or make any distribution in the nature of a dividend payment, required to be accompanied by a written statement pursuant to section 19(a) of the Act (15 U.S.C. 80a-19(a)) and rule 19a-1 thereunder (17 CFR 270.19a-1)?

Yes

No

General Instruction.

Management investment companies that offer multiple series must complete Part C as to each series separately, even if some information is the same for two or more series. To begin this section or add an additional series(s), click on the bar labeled "Add a New Series" below.

Management Investment Record: 1

Item C.1. Background information.

a. Full Name of the Fund

GDL Fund

b. Series identication number, if any

c. LEI

5493000XKGL8ZPN99479

d. Is this the first filing on this form by the Fund?

Yes

No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?

0

b. How many new Classes of shares of the Fund were added during the reporting period?

0

c. How many Classes of shares of the Fund were terminated during the reporting period?

0

d. For each Class with shares outstanding, provide the information requested below:

Shares Outstanding Record: 1

i. Full name of Class

The GDL Fund

ii. Class identification number, if any

C000000000

iii. Ticker symbol, if any

GDL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund
i. Checkbox not checked

Exchange-Traded Fund
ii. Checkbox not checked

Exchange-Traded Managed Fund
b. Checkbox not checked

Index Fund

c. Checkbox not checked

Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark
d. Checkbox not checked

Interval Fund
e. Checkbox not checked

Fund of Funds
f. Checkbox not checked

Master-Feeder Fund
g. Checkbox not checked

Money Market Fund
h. Checkbox not checked

Target Date Fund
i. Checkbox not checked

Underlying fund to a variable annuity or variable life insurance contract
Checkbox checked

N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes

No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes

No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?

Yes

No

b. Did the Fund lend any of its securities during the reporting period?

Yes

No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

i. Full name of securities lending agent

ii. LEI, if any

iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?

Yes

No

iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?

Yes

No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

1. Name of person providing indemnification

2. LEI, if any, of person providing indemnification

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes

No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:

ii. LEI, if any:

iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?

Yes

No

iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?

Yes

No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):

i. Revenue sharing split
Checkbox not checked

ii. Non-revenue sharing split (other than administrative fee)
Checkbox not checked

iii. Administrative fee
Checkbox not checked

iv. Cash collateral reinvestment fee
Checkbox not checked

v. Indemnification fee
Checkbox not checked

vi. Other

N/A

f. Provide the monthly average of the value of portfolio securities on loan during the reporting period

N/A

g. Provide the net income from securities lending activities

N/A

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)
Checkbox not checked

b. Rule 12d1-1 (17 CFR 270.12d1-1)
Checkbox not checked

c. Rule 15a-4 (17 CFR 270.15a-4)
Checkbox not checked

d. Rule 17a-6 (17 CFR 270.17a-6)
Checkbox not checked

e. Rule 17a-7 (17 CFR 270.17a-7)
Checkbox not checked

f. Rule 17a-8 (17 CFR 270.17a-8)
Checkbox checked

g. Rule 17e-1 (17 CFR 270.17e-1)
Checkbox not checked

h. Rule 22d-1 (17 CFR 270.22d-1)
Checkbox not checked

i. Rule 23c-1 (17 CFR 270.23c-1)
Checkbox not checked

j. Rule 32a-4 (17 CFR 270.32a-4)
Checkbox not checked

k. Rule 6c-11 (17 CFR 270.6c-11)
Checkbox not checked

l. Rule 12d1-4 (17 CFR 270.12d1-4)
Checkbox not checked

m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))
Checkbox checked

n. Rule 18f-4 (17 CFR 270.18f-4)

i.

Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?

ii.

Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?

iii.

Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?

iv.

Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?

v.

Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?

vi.

Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?

N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?

Yes

No

b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?

Yes

No

c. Are the fees waived subject to recoupment?

Yes

No

d. Were any expenses previously waived recouped during the period?

Yes

No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1

i. Full name

Gabelli Funds, LLC

ii. SEC file number ( e.g., 801- )

801-37706

iii.CRD number

000104949

iv. LEI, if any

549300JDTNRQK8NMTG03

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Was the investment adviser hired during the reporting period?

Yes

No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name

ii. SEC file number ( e.g., 801- )

iii. CRD number

iv. LEI, if any

v. State, if applicable

vi. Foreign country, if applicable

vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name

ii. SEC file number ( e.g., 801- ), if applicable

iii. CRD number

iv. LEI, if any

v. State, if applicable

vi. Foreign country, if applicable

vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?

Yes

No

viii. Was the sub-adviser hired during the reporting period?

Yes

No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name

ii. SEC file number ( e.g., 801- )

iii. CRD number

iv. LEI, if any

v. State, if applicable

vi. Foreign country, if applicable

vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1

i. Full name

Equiniti Trust Company, LLC

ii.SEC file number ( e.g., 84- or 85- )

084-00416

iii. LEI, if any

254900TS5EWP83BEOU02

iv. State, if applicable

NEW YORK

v. Foreign country, if applicable

UNITED STATES OF AMERICA

vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?

Yes

No

vii. Is the transfer agent a sub-transfer agent?

Yes

No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes

No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1

i. Full name

Intercontinental Exchange, Inc.

ii. LEI, if any, or provide and describe other identifying number

5493000F4ZO33MV32P92

Description of other identifying number

iii. State, if applicable

GEORGIA

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?

Yes

No

b. Was a pricing service hired or terminated during the reporting period?

Yes

No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1

i. Full name

The Bank of New York Mellon

ii. LEI, if any

HPFHU0OQ28E4N0NFVK49

iii. State, if applicable

NEW YORK

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?

Yes

No

vi. Is the custodian a sub-custodian?

Yes

No

vii. With respect to the custodian, check below to indicate the type of custody:

1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
Radio button not checked

2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1)
Radio button not checked

3.Self - rule 17f-2 (17 CFR 270.17f-2)
Radio button not checked

4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
Radio button not checked

5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Radio button not checked

6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6)
Radio button not checked

7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7)
Radio button not checked

8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
Radio button not checked

9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes

No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

Shareholder servicing agents Record: 1

i. Full name

Equiniti Trust Company, LLC

ii. LEI, if any, or provide and describe other identifying number

254900TS5EWP83BEOU02

Description of other identifying number

iii. State, if applicable

NEW YORK

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?

Yes

No

vi. Is the shareholder servicing agent a sub-shareholder servicing agent?

Yes

No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes

No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1

i. Full name

Gabelli Funds, LLC

ii. LEI, if any, or other identifying number

549300JDTNRQK8NMTG03

Description of other identifying number

iii. State, if applicable

NEW YORK

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?

Yes

No

vi. Is the administrator a sub-administrator?

Yes

No

Administrators Record: 2

i. Full name

BNY Mellon Investment Servicing (US) Inc.

ii. LEI, if any, or other identifying number

549300CFZQLI9QMJ1Z03

Description of other identifying number

iii. State, if applicable

PENNSYLVANIA

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?

Yes

No

vi. Is the administrator a sub-administrator?

Yes

No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes

No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1

a. Full name

G.distributors, LLC

b. SEC file number

008-68697

c. CRD number

000155071

d. LEI, if any

N/A

e. State, if applicable

NEW YORK

f. Foreign country, if applicable

UNITED STATES OF AMERICA

g. Total commissions paid to the affiliated broker-dealer for the reporting period:

0.00000000

Broker Dealers Record: 2

a. Full name

G.Research, LLC

b. SEC file number

008-21373

c. CRD number

000007353

d. LEI, if any

N/A

e. State, if applicable

NEW YORK

f. Foreign country, if applicable

UNITED STATES OF AMERICA

g. Total commissions paid to the affiliated broker-dealer for the reporting period:

0.00000000

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17.
To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used:
1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16.
2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17.
3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer.
4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers.
5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17.
6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included.
7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1

i. Full name of broker

RBC CAPITAL MARKETS, LLC

ii. SEC file number

008-45411

iii. CRD number

000031194

iv. LEI, if any

549300LCO2FLSSVFFR64

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

11,444.00000000

Brokers Record: 2

i. Full name of broker

DEUTSCHE BANK SECURITIES INC.

ii. SEC file number

008-17822

iii. CRD number

000002525

iv. LEI, if any

9J6MBOOO7BECTDTUZW19

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

5,126.00000000

Brokers Record: 3

i. Full name of broker

BARCLAYS CAPITAL, INC.

ii. SEC file number

008-41342

iii. CRD number

000019714

iv. LEI, if any

AC28XWWI3WIBK2824319

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

13,678.00000000

Brokers Record: 4

i. Full name of broker

Raymond James & Associates, Inc.

ii. SEC file number

008-10999

iii. CRD number

000000705

iv. LEI, if any

U4ONQX15J3RO8XCKE979

v. State, if applicable

FLORIDA

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

5,654.00000000

Brokers Record: 5

i. Full name of broker

J.P. Morgan Securities LLC

ii. SEC file number

008-35008

iii. CRD number

000000079

iv. LEI, if any

ZBUT11V806EZRVTWT807

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

42,696.00000000

Brokers Record: 6

i. Full name of broker

GOLDMAN SACHS & CO. LLC

ii. SEC file number

008-00129

iii. CRD number

000000361

iv. LEI, if any

FOR8UP27PHTHYVLBNG30

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

17,680.00000000

Brokers Record: 7

i. Full name of broker

TD SECURITIES (USA) LLC

ii. SEC file number

008-36747

iii. CRD number

000018476

iv. LEI, if any

SUVUFHICNZMP2WKHG940

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

45,280.00000000

Brokers Record: 8

i. Full name of broker

UBS Securities LLC

ii. SEC file number

008-22651

iii. CRD number

000007654

iv. LEI, if any

T6FIZBDPKLYJKFCRVK44

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

11,393.00000000

Brokers Record: 9

i. Full name of broker

MERRILL LYNCH INTERNATIONAL

ii. SEC file number

N/A

iii. CRD number

N/A

iv. LEI, if any

GGDZP1UYGU9STUHRDP48

v. State, if applicable

vi. Foreign country, if applicable

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

vii. Gross commissions paid by the Fund for the reporting period

9,007.00000000

Brokers Record: 10

i. Full name of broker

MORGAN STANLEY & CO. LLC

ii. SEC file number

008-15869

iii. CRD number

000008209

iv. LEI, if any

9R7GPTSO7KV3UQJZQ078

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Gross commissions paid by the Fund for the reporting period

23,524.00000000

b. Aggregate brokerage commissions paid by Fund during the reporting period:

286,314.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1

i. Full name of dealer

Bristol Myers Squibb

ii. SEC file number

N/A

iii. CRD number

N/A

iv. LEI, if any

HLYYNH7UQUORYSJQCN42

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

7,260,000.00000000

Principal Transactions Record: 2

i. Full name of dealer

GOLDMAN SACHS & CO. LLC

ii. SEC file number

008-00129

iii. CRD number

000000361

iv. LEI, if any

FOR8UP27PHTHYVLBNG30

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

29,039,515.00000000

Principal Transactions Record: 3

i. Full name of dealer

CENTERBRIDGE PARTNERS, L.P.

ii. SEC file number

N/A

iii. CRD number

N/A

iv. LEI, if any

549300ZL7JBNXD8MIL95

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

7,035,000.00000000

Principal Transactions Record: 4

i. Full name of dealer

Gilead Sciences, Inc.

ii. SEC file number

N/A

iii. CRD number

N/A

iv. LEI, if any

549300WTZWR07K8MNV44

v. State, if applicable

CALIFORNIA

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

7,377,500.00000000

Principal Transactions Record: 5

i. Full name of dealer

NOMURA SECURITIES INTERNATIONAL, INC.

ii. SEC file number

008-15255

iii. CRD number

000004297

iv. LEI, if any

OXTKY6Q8X53C9ILVV871

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

66,375,152.00000000

Principal Transactions Record: 6

i. Full name of dealer

Daiwa Capital Markets America, Inc.

ii. SEC file number

008-12242

iii. CRD number

000001576

iv. LEI, if any

M67H5PRC0NQKM73ZAS82

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

133,914,465.00000000

Principal Transactions Record: 7

i. Full name of dealer

BARCLAYS CAPITAL, INC.

ii. SEC file number

008-41342

iii. CRD number

000019714

iv. LEI, if any

AC28XWWI3WIBK2824319

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

79,332,541.00000000

Principal Transactions Record: 8

i. Full name of dealer

Cisco

ii. SEC file number

N/A

iii. CRD number

N/A

iv. LEI, if any

8E6NF1YAL0WT6CWXXV93

v. State, if applicable

CALIFORNIA

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

7,379,000.00000000

Principal Transactions Record: 9

i. Full name of dealer

BMO Nesbitt Burns Securities Ltd.

ii. SEC file number

008-50538

iii. CRD number

000044057

iv. LEI, if any

54JEJPF5RL5INKZRDO43

v. State, if applicable

vi. Foreign country, if applicable

CANADA (FEDERAL LEVEL)

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

228,849,955.00000000

Principal Transactions Record: 10

i. Full name of dealer

IBERDROLA SA

ii. SEC file number

N/A

iii. CRD number

N/A

iv. LEI, if any

5QK37QC7NWOJ8D7WVQ45

v. State, if applicable

vi. Foreign country, if applicable

SPAIN

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

7,507,500.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

815,278,714.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes

No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period

170,098,936.00000000

b. Provide the money market fund's daily average net assets during the reporting period

0.00000000

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?

Yes

No

Item D.1. Securities issued by Registrant.

Instruction. For any security issued by the Fund that is not listed on a securities exchange but that has a ticker symbol, provide that ticker symbol.

Indicate by checking below which of the following securities have been issued by the Registrant. Indicate all that apply.

Security Issued by Registrants Record: 1

Type of security

Preferred stock

Title of class

5.20% Series E Cumulative Term Preferred Shares

Common Record:1

Exchange where listed

NEW YORK STOCK EXCHANGE, INC.

Ticker symbol

GDL(PrE)

Security Issued by Registrants Record: 2

Type of security

Preferred stock

Title of class

4.00% Series C Cumulative Puttable & Callable Preferred Shares

Common Record:1

Exchange where listed

NEW YORK STOCK EXCHANGE, INC.

Ticker symbol

GDL(PrC)

Security Issued by Registrants Record: 3

Type of security

Common stock

Title of class

GDL Fund

Common Record:1

Exchange where listed

NEW YORK STOCK EXCHANGE, INC.

Ticker symbol

GDL

Item D.2. Rights offerings.

Instruction. For Item D.2.c, the "percentage of participation in primary rights offering" is calculated as the percentage of subscriptions exercised during the primary rights offering relative to the amount of securities available for primary subscription.

a. Did the Fund make a rights offering with respect to any type of security during the reporting period?

Yes

No

Item D.3. Secondary offerings.

a. Did the Fund make a secondary offering during the reporting period?

Yes

No

Item D.4. Repurchases.

a. Did the Fund repurchase any outstanding securities issued by the Fund during the reporting period?

Yes

No

b. If yes, indicate by checking below the type(s) of security. Indicate all that apply:

i. Common stock
Checkbox not checked

ii. Preferred stock
Checkbox not checked

iii. Warrants
Checkbox not checked

iv. Convertible securities
Checkbox not checked

v. Bonds

vi. Other

Item D.5. Default on long-term debt.

Instruction . The term "long-term debt" means debt with a period of time from date of initial issuance to maturity of one year or greater.

a. Were any issues of the Fund's long-term debt in default at the close of the reporting period with respect to the payment of principal, interest, or amortization?

Yes

No

Item D.6. Dividends in arrears.

Instruction . The term "dividends in arrears" means dividends that have not been declared by the board of directors or other governing body of the Fund at the end of each relevant dividend period set forth in the constituent instruments establishing the rights of the stockholders.

a. Were any accumulated dividends in arrears on securities issued by the Fund at the close of the reporting period?

Yes

No

Item D.7. Modification of securities.

Have the terms of any constituent instruments defining the rights of the holders of any class of the Registrant's securities been materially modified?

Yes

No

Item D.8. Management fee (closed-end companies only).

Instruction. Base the percentage on amounts incurred during the reporting period

Provide the Fund's advisory fee as of the end of the reporting period as percentage of net assets:

0.81000000

Item D.9. Net annual operating expense.

Provide the Fund's net annual operating expenses as of the end of the reporting period (net of any waivers or reimbursements) as a percentage of net assets:

3.34000000

Item D.10. Market price.

Instruction. Respond to this item with respect to common stock issued by the Registrant only.

Market price per share at end of reporting period:

8.02000000

Item D.11. Net asset value.

Instruction. Respond to this item with respect to common stock issued by the Registrant only.

Net asset value per share at end of reporting period:

10.26000000

Item G.1a. Attachments.

Attachments applicable to all Registrants. All Registrants shall file the following attachments, as applicable, with the current report. Indicate the attachments filed with the current report by checking the applicable items below:

i. Legal proceedings
Checkbox not checked

ii. Provision of financial support
Checkbox checked

iii. Independent public accountant's report on internal control (management investment companies other than small business investment companies only)
Checkbox not checked

iv. Change in accounting principles and practices
Checkbox not checked

v. Information required to be filed pursuant to exemptive orders
Checkbox not checked

vi. Other information required to be included as an attachment pursuant to Commission rules and regulations

Item G.1b. Attachments.

Attachments to be filed by closed-end management investment companies and small business investment
companies. Registrants shall file the following attachments, as applicable, with the current report. Indicate the
attachments filed with the current report by checking the applicable items below:

i. Material amendments to organizational documents
Checkbox not checked

ii. Instruments defining the rights of the holders of any new or amended class of securities
Checkbox not checked

iii. New or amended investment advisory contracts
Checkbox not checked

iv. Information called for by Item 405 of Regulation S-K
Checkbox not checked

v. Code of ethics (small business investment companies only)

Instructions.

1. Item G.1.a.i. Legal proceedings.

(a) If the Registrant responded "YES" to Item B.11.a., provide a brief description of the proceedings. As part of the description, provide the case or docket number (if any), and the full names of the principal parties to the proceeding.
(b) If the Registrant responded "YES" to Item B.11.b., identify the proceeding and give its date of termination.

2. Item G.1.a.ii. Provision of financial support. If the Registrant responded "YES" to Item B.14., provide the following information (unless the Registrant is a Money Market Fund): (a) Description of nature of support.

(b) Person providing support.

(c) Brief description of relationship between the person providing support and the Registrant.

(d) Date support provided.

(e) Amount of support.

(f) Security supported (if applicable). Disclose the full name of the issuer, the title of the issue (including coupon or yield, if applicable) and at least two identifiers, if available (e.g., CIK, CUSIP, ISIN, LEI).
(g) Value of security supported on date support was initiated (if applicable).

(h) Brief description of reason for support.

(i) Term of support.

(j) Brief description of any contractual restrictions relating to support.

3. Item G.1.a.iii. Independent public accountant's report on internal control (management investment companies other than small business investment companies only). Each management investment company shall furnish a report of its independent public accountant on the company's system of internal accounting controls. The accountant's report shall be based on the review, study and evaluation of the accounting system, internal accounting controls, and procedures for safeguarding securities made during the audit of the financial statements for the reporting period. The report should disclose any material weaknesses in: (a) the accounting system; (b) system of internal accounting control; or (c) procedures for safeguarding securities which exist as of the end of the Registrant's fiscal year.

The accountant's report shall be furnished as an exhibit to the form and shall: (1) be addressed to the Registrant's shareholders and board of directors; (2) be dated; (3) be signed manually; and (4) indicate the city and state where issued.

Attachments that include a report that discloses a material weakness should include an indication by the Registrant of any corrective action taken or proposed.

The fact that an accountant's report is attached to this form shall not be regarded as acknowledging any review of this form by the independent public accountant.

4. Item G.1.a.iv. Change in accounting principles and practices. If the Registrant responded "YES" to Item B.21, provide an attachment that describes the change in accounting principles or practices, or the change in the method of applying any such accounting principles or practices. State the date of the change and the reasons therefor. A letter from the Registrant's independent accountants, approving or otherwise commenting on the change, shall accompany the description.

5. Item G.1.a.v. Information required to be filed pursuant to exemptive orders. File as an attachment any information required to be reported on Form N-CEN or any predecessor form to Form N-CEN (e.g., Form N-SAR) pursuant to exemptive orders issued by the Commission and relied on by the Registrant.

6. Item G.1.a.vi. Other information required to be included as an attachment pursuant to Commission rules and regulations. File as an attachment any other information required to be included as an attachment pursuant to Commission rules and regulations.

Instructions.

7. Item G.1.b.i. Material amendments to organizational documents. Provide copies of all material amendments to the Registrant's charters, by-laws, or other similar organizational documents that occurred during the reporting period.

8. Item G.1.b.ii. Instruments defining the rights of the holders of any new or amended class of securities. Provide copies of all constituent instruments defining the rights of the holders of any new or amended class of securities for the current reporting period. If the Registrant has issued a new class of securities other than short-term paper, furnish a description of the class called for by the applicable item of Form N-2. If the constituent instruments defining the rights of the holders of any class of the Registrant's securities have been materially modified during the reporting period, give the title of the class involved and state briefly the general effect of the modification upon the rights of the holders of such securities.

9. Item G.1.b.iii. New or amended investment advisory contracts. Provide copies of any new or amended investment advisory contracts that became effective during the reporting period.

10. Item G.1.b.iv. Information called for by Item 405 of Regulation S-K. Provide the information called for by Item 405 of Regulation S-K concerning failure of certain closed-end management investment company and small business investment company shareholders to file certain ownership reports.

11. Item G.1.b.v. Code of ethics (small business investment companies only).

(a) (1) Disclose whether, as of the end of the period covered by the report, the Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party. If the Registrant has not adopted such a code of ethics, explain why it has not done so.
(2) For purposes of this instruction, the term "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that a Registrant files with, or submits to, the Commission and in other public communications made by the Registrant; (iii) compliance with applicable governmental laws, rules, and regulations; (iv) the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (v) accountability for adherence to the code.

(3) The Registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (a)(2) of this instruction. The Registrant must file a copy of any such amendment as an exhibit to this report on Form N-CEN, unless the Registrant has elected to satisfy paragraph (a)(6) of this instruction by posting its code of ethics on its website pursuant to paragraph (a)(6)(ii) of this Instruction, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (a)(6)(iii) of this instruction.

(4) If the Registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, that relates to one or more of the items set forth in paragraph (a)(2) of this instruction, the Registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.

(5) If the Registrant intends to satisfy the disclosure requirement under paragraph (a)(3) or (4) of this instruction regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (a)(2) of this instruction by posting such information on its Internet website, disclose the Registrant's Internet address and such intention.

(6) The Registrant must: (i) file with the Commission a copy of its code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its report on this Form N-CEN; (ii) post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N-CEN, its Internet address and the fact that it has posted such code of ethics on its Internet website; or (iii) undertake in its most recent report on this Form N-CEN to provide to any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made.

(7) A Registrant may have separate codes of ethics for different types of officers. Furthermore, a "code of ethics" within the meaning of paragraph (a)(2) of this instruction may be a portion of a broader document that addresses additional topics or that applies to more persons than those specified in paragraph (a)(1) of this instruction. In satisfying the requirements of paragraph (a)(6) of this instruction, a Registrant need only file, post, or provide the portions of a broader document that constitutes a "code of ethics" as defined in paragraph (a)(2) of this instruction and that apply to the persons specified in paragraph (a)(1) of this instruction.

(8) If a Registrant elects to satisfy paragraph (a)(6) of this instruction by posting its code of ethics on its Internet website pursuant to paragraph (a)(6)(ii), the code of ethics must remain accessible on its website for as long as the Registrant remains subject to the requirements of this instruction and chooses to comply with this instruction by posting its code on its Internet website pursuant to paragraph (a)(6)(ii).

(9) The Registrant does not need to provide any information pursuant to paragraphs (a)(3) and (4) of this instruction if it discloses the required information on its Internet website within five business days following the date of the amendment or waiver and the Registrant has disclosed in its most recently filed report on this Form N-CEN its Internet website address and intention to provide disclosure in this manner. If the amendment or waiver occurs on a Saturday, Sunday, or holiday on which the Commission is not open for business, then the five business day period shall begin to run on and include the first business day thereafter. If the Registrant elects to disclose this information through its website, such information must remain available on the website for at least a 12-month period. The Registrant must retain the information for a period of not less than six years following the end of the fiscal year in which the amendment or waiver occurred. Upon request, the Registrant must furnish to the Commission or its staff a copy of any or all information retained pursuant to this requirement.

(10) The Registrant does not need to disclose technical, administrative, or other non-substantive amendments to its code of ethics.

(11) For purposes of this instruction: (i) the term "waiver" means the approval by the Registrant of a material departure from a provision of the code of ethics; and (ii) the term "implicit waiver" means the Registrant's failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer, as defined in rule 3b-7 under the Exchange Act (17 CFR 240.3b-7), of the Registrant.

(b) (1) Disclose that the Registrant's board of directors has determined that the Registrant either: (i) has at least one audit committee financial expert serving on its audit committee; or (ii) does not have an audit committee financial expert serving on its audit committee.

(2) If the Registrant provides the disclosure required by paragraph (b)(1)(i) of this instruction, it must disclose the name of the audit committee financial expert and whether that person is "independent." In order to be considered "independent" for purposes of this instruction, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (i) accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or (ii) be an "interested person" of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).

(3) If the Registrant provides the disclosure required by paragraph (b)(1)(ii) of this instruction, it must explain why it does not have an audit committee financial expert.

(4) If the Registrant's board of directors has determined that the Registrant has more than one audit committee financial expert serving on its audit committee, the Registrant may, but is not required to, disclose the names of those additional persons. A Registrant choosing to identify such persons must indicate whether they are independent pursuant to paragraph (b)(2) of this instruction.

(5) For purposes of this instruction, an "audit committee financial expert" means a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Registrant's financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.

(6) A person shall have acquired such attributes through: (i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor or experience in one or more positions that involve the performance of similar functions; (ii) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions; (iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or (iv) other relevant experience.

(7) (i) A person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for purposes of Section 11 of the Securities Act (15 U.S.C. 77k), as a result of being designated or identified as an audit committee financial expert pursuant to this instruction; (ii) the designation or identification of a person as an audit committee financial expert pursuant to this instruction does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification; (iii) the designation or identification of a person as an audit committee financial expert pursuant to this instruction does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

(8) If a person qualifies as an audit committee financial expert by means of having held a position described in paragraph (b)(6)(iv) of this Instruction, the Registrant shall provide a brief listing of that person's relevant experience.

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Registrant

GDL Fund

Date

2025-03-14

Signature

John C. Ball

Title

President and Treasurer

N-CEN: Filer Information

Submission Contact Information

Notification Information

N-CEN:Part A: General Information

Item A.1. Reporting period covered.

N-CEN:Part B: Information About the Registrant

Item B.1. Background information.

Item B.2. Address and telephone number of Registrant.

Item B.3. Location of books and records.

Item B.4. Initial of final filings.

Item B.5. Family of investment companies.

Item B.6. Organization.

Item B.7. Securities Act registration.

Item B.8. Directors.

Item B.9. Chief compliance officer.

Item B.10. Matters for security holder vote.

Item B.11. Legal proceeding.

Item B.12. Fidelity bond and insurance (management investment companies only).

Item B.13. Directors and officers/errors and omissions insurance (management investment companies only).

Item B.14. Provision of financial support.

Item B.15. Exemptive orders.

Item B.16. Principal underwriters.

Item B.17. Independent public accountant.

Item B.18. Report on internal control (management investment companies only).

Item B.19. Audit opinion.

Item B.20. Change in valuation methods.

Item B.21. Change in accounting principles and practices.

Item B.23. Rule 19a-1 notice (management investment companies only).

N-CEN:Part C: Additional Questions for Management Investment Companies

General Instruction.

Item C.1. Background information.

Item C.2. Classes of open-end management investment companies.

Item C.3. Type of fund.

Item C.4. Diversification.

Item C.5. Investments in certain foreign corporations.

Item C.6. Securities lending.

Item C.7. Reliance on certain statutory exemption and rules.

Item C.8. Expense limitations.

Item C.9. Investment advisers.

Item C.10. Transfer agents.

Item C.11. Pricing services.

Item C.12. Custodians.

Item C.13. Shareholder servicing agents.

Item C.14. Administrators.

Item C.15. Affiliated broker-dealers.

Item C.16. Brokers.

Item C.17. Principal transactions.

Item C.18. Payments for brokerage and research.

Item C.19. Average net assets.

Item C.21. Swing pricing.

N-CEN:Part D: Additional Questions for Closed-End Management Investment Companies and SBIC

Item D.1. Securities issued by Registrant.

Item D.2. Rights offerings.

Item D.3. Secondary offerings.

Item D.4. Repurchases.

Item D.5. Default on long-term debt.

Item D.6. Dividends in arrears.

Item D.7. Modification of securities.

Item D.8. Management fee (closed-end companies only).

Item D.9. Net annual operating expense.

Item D.10. Market price.

Item D.11. Net asset value.

N-CEN:Part G: Attachments

Item G.1a. Attachments.

Item G.1b. Attachments.

N-CEN: Signature

SEC Form N-CEN filed by GDL Fund The