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out‑of‑pocket fees and expenses, including reasonable travel expenses, actually incurred by GECM or payable to third parties related to the provision of managerial assistance to our portfolio companies that we agree to provide such services to under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (exclusive of the compensation of any investment professionals of GECM);

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interest or other costs associated with debt, if any, incurred to finance our business;

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fees and expenses incurred in connection with our membership in investment company organizations;

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brokers’ commissions;

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investment advisory and management fees;

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fees and expenses associated with calculating our NAV (including the costs and expenses of any independent valuation firm);

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fees and expenses relating to offerings of our common stock and other securities;

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legal, auditing or accounting expenses;

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federal, state and local taxes and other governmental fees;

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the fees and expenses of GECM, in its role as the administrator, and any sub‑administrator, our transfer agent or sub‑transfer agent, and any other amounts payable under the Administration Agreement, or any similar administration agreement or sub‑administration agreement to which we may become a party;

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the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our securities;

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the expenses of and fees for registering or qualifying our common stock for sale and of maintaining our registration and registering us as a broker or a dealer;

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the fees and expenses of our directors who are not interested persons (as defined in the Investment Company Act);

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the cost of preparing and distributing reports, proxy statements and notices to stockholders, the SEC and other governmental or regulatory authorities;

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costs of holding stockholders’ meetings;

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listing fees;

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the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our bylaws or amended and restated articles of incorporation insofar as they govern agreements with any such custodian;

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our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

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our allocable portion of the costs associated with maintaining any computer software, hardware or information technology services (including information systems, Bloomberg or similar terminals, cyber security and related consultants and email retention) that are used by us or by GECM or its respective affiliates on our behalf (which allocable portion shall exclude any such costs related to investment professionals of GECM providing services to us);

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direct costs and expenses incurred by us or GECM in connection with the performance of administrative services on our behalf, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs;

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all other expenses incurred by us or GECM in connection with administering our business (including payments under the Administration Agreement) based upon our allocable portion of GECM’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and

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costs incurred by us in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

	Term		Existing Investment Management Agreement			New Investment Management Agreement
	Parties		Great Elm Capital Corp., and Great Elm Capital Management, LLC			Same.
	Advisory Fees		1.50% of the value of the Company’s managed assets (adjusted for any share issuances or repurchases during the current calendar quarter) at the end of the two most recently completed calendar quarters.   Income Incentive Fee of 20% of the Company’s pre-incentive fee net investment income, for each calendar quarter subject to an 8.75% annualized hurdle rate, with a catch-up.     Capital Gains Incentive Fee of 20% of capital gains and deferral of other capital gains.			Same.         Same, but in calculating the value of the Company’s net assets with respect to Income Investments, the Company’s liabilities and related expenses will be allocated pro rata based on the respective fair values of the Income Investments and the Venture Investments.     Capital Gains Incentive Fee consists of two components consisting of (i) a Standard Capital Gains Incentive Fee applied to all Company Investments other than Venture Investments, including all investments held by the Company prior to the effectiveness of the New Investment Management Agreement and (ii) a Venture Capital Gains Incentive Fee applied only to Company Investments acquired on or after July 1, 2026 that are equity investments in venture-backed private company issuers in which, at the time of the investment, the Company does not have a pre-existing debt or loan investment, unless such debt and equity investment is made concurrently.   Capital Gains Incentive fee of 20% of Standard Capital Gains Incentive Fee, and 20% of Venture Capital Gains Incentive Fee.

	Mandatory Deferral		Defers cash payment of any Income Incentive Fee otherwise payable to the investment adviser in any quarter (excluding Accrued Unpaid Income Incentive Fees with respect to such quarter) that exceeds (1) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the Trailing Twelve Quarters less (2) the Deferred Incentive Fees.			Removed the provision in its entirety, so that any Income Incentive Fees would no longer be subject to any mandatory deferral and GECM would be entitled to receive any Income Incentive Fee quarterly in arrears. Any amounts deferred beginning under the Existing Investment Management Agreement will become payable to GECM immediately upon effectiveness of the New Investment Management Agreement.
	Effective Date		August 1, 2022.			[•], 2026.
	Duration		Initial term of two years.			Same.
	Renewal Provisions		May be continued for additional one-year periods, so long as its continuance is approved at least annually by (i) the Board or (ii) a vote of a majority of the outstanding voting securities of the Company, provided that in either event continuance is also approved by a majority of the directors who are not parties to the agreement and are not “interested persons” of the Company as that term is defined in the 1940 Act (“Independent Directors”), by a vote cast in person at a meeting called for the purpose of voting such approval.			Same.
	Appointment of Sub-Advisers		Authorizes the Investment Manager to appoint investment sub-advisers, subject to Board and shareholder approval.			Same.
	Termination Provisions		Automatically terminates upon assignment; and it may be terminated upon 60 days’ notice by the adviser, by the Board or by a vote of a majority of outstanding securities of the Company.			Same.
	General Duties of Adviser		The Investment Manager shall act as the investment adviser to the Company and, as such, shall (a) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (b) identify, evaluate and negotiate the structure of the investments made by the Company and its consolidated subsidiaries (each, a “Company Investment”); (c) close and monitor the Company’s investments; (d) determine the securities and other assets that the Company will purchase, retain or sell; (e) perform due diligence on prospective portfolio companies or other Company Investments; (f) determine what portion of the Company’s Investments shall be held in cash and cash equivalents; and (g) provide the Company with such other investment advisory services.			Same.

	Expenses Borne by Adviser		The Investment Manager does not bear any Company expenses directly but indirectly reduces Company expenses by bearing all its own overhead and staffing costs.			Same.
	Expenses Borne by Company		The Company bears all its operating expenses.			The Company bears all its operating expenses, including out of pocket costs in connection with structuring or otherwise negotiating investment opportunities for the Company.
	Indemnification Obligations of Adviser to Company		The Investment Manager indemnifies Company for harms caused by the Investment Manager’s breach of fiduciary duty as specified in Section 36(b) of the Investment Company Act.			The Investment Manager indemnifies the Company for harms caused by the Investment Manager’s willful misfeasance, bad faith, gross negligence or reckless disregard of a party’s duties and obligations.

•	the nature, quality and extent of the advisory and other services to be provided to us by GECM;

•	the investment performance of us and GECM;

•	the extent to which economies of scale would be realized as we grow, and whether the fees payable under the Existing Investment Management Agreement reflect these economies of scale for the benefit of our stockholders;

•	comparative data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives;

•	our projected operating expenses and expense ratio compared to BDCs with similar investment objectives;

•	existing and potential sources of indirect income to GECM from its relationship with us and the profitability of those income sources;

•	information about the services to be performed and the personnel performing such services under the Investment Management Agreement;

•	the organizational capability and financial condition of GECM and its affiliates; and

•	the possibility of obtaining similar services from other third party service providers or through an internally managed structure.

(a)	If to the Investment Manager:	Great Elm Capital Management, LLC 3801 PGA Blvd., Suite 603 Palm Beach Gardens, Florida 33410 Attention: General Counsel
(b)	If to the Company:	Great Elm Capital Corp. 3801 PGA Blvd., Suite 603 Palm Beach Gardens, Florida 33410 Attention: General Counsel

GREAT ELM CAPITAL CORP.
By:
Name:	Adam M. Kleinman
Title:	General Counsel and Chief
	Compliance Officer

GREAT ELM CAPITAL MANAGEMENT, LLC
By:
Name:	Adam M. Kleinman
Title:	General Counsel and Chief Compliance Officer

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they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

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they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on our stockholders;

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they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;

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we, our executive officers, directors, GECM, its affiliates and/or any of their respective principals and employees, may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies and may, as a result, incur significant costs and expenses in connection with such litigation;

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changes in laws and regulations (including the tax laws), as well as their interpretations, may adversely affect their business, financial structure or prospectus;

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they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity; and

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a portion of our income may be non-cash income, such as contractual PIK interest, which represents interest added to the debt balance and due at the end of the instrument’s term, in the case of loans, or issued as additional notes in the case of bonds. Instruments bearing PIK interest typically carry higher interest rates as a result of their payment deferral and increased credit risk. When we recognize income in connection with PIK interest, there is a risk that such income may become uncollectible if the borrower defaults.

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as part of GECM’s strategy in order to take advantage of investment opportunities as they arise;

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when GECM believes that market conditions are unfavorable for profitable investing;

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when GECM is otherwise unable to locate attractive investment opportunities;

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as a defensive measure in response to adverse market or economic conditions; or

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to meet RIC qualification requirements.

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management’s attention will be diverted from running our existing business by efforts to source, negotiate, close and integrate acquisitions;

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our due diligence investigation of potential acquisitions may not reveal risks inherent in the acquired business or assets;

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we may over‑value potential acquisitions resulting in dilution to you, incurrence of excessive indebtedness, asset write downs and negative perception of our common stock;

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the interests of our existing stockholders may be diluted by the issuance of additional shares of our common stock or preferred stock;

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we may borrow to finance acquisitions, and there are risks associated with borrowing as described in the Company’s most recent Annual Report on Form 10-K;

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GECM and AE have an incentive to increase our assets under management in order to increase their fee stream, which may not be aligned with the interests of our stockholders;

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We, GECM and AE may not successfully integrate any acquired business or assets; and

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GECM and AE may compensate the existing managers of any acquired business or assets in a manner that results in the combined company taking on excessive risk.

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price and volume fluctuations in the overall stock market from time to time;

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investor demand for our shares;

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significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;

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exclusion of our common stock from certain indices, such as the Russell 2000 Financial Services Index, which could reduce the ability of certain investment funds to own our common stock and put short‑term selling pressure on our common stock;

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changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs or BDCs;

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failure to qualify as a RIC, or the loss of RIC status;

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changes in market interest rates and decline in the prices of debt;

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any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

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changes, or perceived changes, in the value of our portfolio investments;

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departures of GECM’s key personnel;

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uncertainty surrounding the strength of the U.S. economy;

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uncertainty between the U.S. and other countries with respect to trade policies, treaties, and tariffs;

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uncertainty regarding U.S. immigration and work permit policies;

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an increase in negative global media coverage relating to the private credit industry;

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operating performance of companies comparable to GECC; or

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general economic conditions and trends and other external factors.

Assumed Return on Our Portfolio(1) (2) (net of expenses)			(10.0	)%			(5.0	)%			0.0	%			5.0	%			10.0	%
Corresponding net return to common stockholder			(15.00	)%			(10.00	)%			(5.00	)%			-				5.00	%

Assumed Return on Our Portfolio(1) (2) (net of expenses)			(10.0	)%			(5.0	)%			0.0	%			5.0	%		10.0	%
Corresponding net return to common stockholder			(15.26	)%			(10.26	)%			(5.26	)%			(0.26	)%		4.74	%

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our future financial and operating performance, which will be affected by prevailing economic, industry and competitive conditions and financial, business, legislative, regulatory and other factors, many of which are beyond our control;

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our future ability to refinance or restructure our debt obligations, which depends on, among other things, the condition of capital markets, our financial condition and the terms of existing or future debt agreements; and

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our future ability to borrow under the Loan Agreement, the availability of which depends on, among other things, our compliance with the covenants contained therein.