Great Elm Capital Management LLC

ITEM 5: FEES AND COMPENSATION

Description of Fees and Fee Billing

Great Elm charges its Clients a combination of performance-based fees and/or an asset-based management fee.
Management fees for products and investment vehicles will be negotiated in advance and set forth in a written
fee agreement. The performance-based fees are charged in compliance with Rule 205-3 of the Advisers Act.

Great Elm Capital Management, LLC
Firm Brochure – Part 2A of Form ADV                    5                                               March 2026

Great Elm may receive performance-based compensation. The specific payment terms and other conditions of
the performance-based compensation available to Great Elm are set forth in the relevant governing documents
of its clients. All performance-based compensation payable will be consistent with the requirements of Section
205 of the Advisers Act and Rule 205-3 thereunder. Generally, performance-based compensation is payable
quarterly, annually or more frequently in arrears on a deal-by-deal basis.

BDC

With respect to the BDC, Great Elm receives a quarterly management fee in arrears in an amount equal to 0.375%
(1.50% annually) of gross asset value.

For its services rendered under the investment management agreement with the BDC, Great Elm charges an
incentive fee. The incentive fee consists of two parts, as follows:

The first is a quarterly income incentive fee, which will be charged to the BDC at an amount equal to (i) 100%
of income in excess of 1.75% per quarter (7% annualized) (i.e., the “hurdle” rate), but less than 2.1875% per
quarter (8.75% annualized) and (ii) 20% of income thereafter.

The second is an annual capital gains incentive fee, which is determined and payable by the BDC in arrears as
of the end of each calendar year (or upon termination of the investment management agreement, as of the
termination date) and will be charged at an amount equal to 20% of any aggregate realized capital gains (after
accounting for realized capital losses and unrealized capital depreciation) beginning April 1, 2023.

Payment of any performance fee otherwise earned by Great Elm from the BDC will be deferred (“Deferred
Incentive Fees”) if, during the most recent four full calendar quarter period beginning April 1, 2023 and ending
on or prior to the date such payment is to be made, the sum of (i) the BDC’s aggregate distributions to its
stockholders and (ii) the change in the BDC’s net assets (before taking into account any incentive fees payable
during that period) is less than 7.0% of the BDC’s net assets at the beginning of such period. These calculations
will be appropriately adjusted for any share issuances or repurchases during the relevant period. Any Deferred
Incentive Fees will be carried over for payment in subsequent calculation periods by the BDC, provided such
payment would not still be subject to the deferral concept discussed above.

Private Funds

With respect to the Credit Income Fund, Great Elm receives a monthly management fee payable in advance in
an amount equal to 1.25% of the net asset value of the fund. The General Partner is also entitled to receive
quarterly performance allocations of up to 12.50% on net investment income with a 5.00% annualized hurdle
and annual performance allocations of up to 12.50% on realized capital gains, subject to a high water mark. The
General Partner may waive or modify the performance-based compensation for certain investors in the Private
Funds.

Although the foregoing is a brief summary of the management fee and performance-based compensation
arrangements applicable to our Clients, please note that this brief summary is not a substitute for the detailed
terms provided in the relevant governing documents of each Client.

Sub-Advised Fund

With respect to the Sub-Advised Fund, Great Elm receives a management fee and an incentive fee paid in
accordance with the management agreement between Great Elm and the registered investment adviser of the
Sub-Advised Fund.

Great Elm Capital Management, LLC
Firm Brochure – Part 2A of Form ADV                    6                                               March 2026

Other Fees or Expenses

Each Client is responsible for its organizational and ongoing operating expenses, including, but not limited to,
legal, accounting and audit expenses. Without limiting the foregoing, pursuant to an administration agreement
(the “Administration Agreement”) with Great Elm, the BDC will reimburse Great Elm for compensation and
overhead attributable to Great Elm’s employees providing certain operational services and all other expenses
incurred by the BDC, Great Elm and the BDC’s third-party sub-administrator in connection with administering
the BDC’s business, such as the BDC’s allocable portion of overhead under the Administration Agreement,
including rent and an allocable portion of the costs of the Chief Compliance Officer, Chief Financial Officer and
related staff.

Each Client also incurs custodial, brokerage and other transaction costs. For more information regarding Great
Elm’s brokerage arrangements, see Item 12 below.

The expenses to be paid by each Client are set forth in detail in the applicable governing documents of such
Client. Thus, although the foregoing is a brief summary of the types of expenses a Client will generally bear, it
is not an exhaustive or complete list. Clients, prospective clients, and investors and prospective investors in a
Client should therefore review the applicable governing documents carefully because such documents, and not
this brochure summary, describe the exact expenses the applicable Client will bear.

Great Elm or its affiliates may also receive fees for providing consulting or other services to their clients’
portfolio companies and Great Elm employees may receive directors’ fees for serving on the boards of its clients’
portfolio companies.

Great Elm pays for its own overhead expenses, subject to the Client’s governing documents.
...

ITEM 7: TYPES OF CLIENTS

Currently, Great Elm provides its services solely to the Clients identified in Item 4 above. Great Elm may provide
investment advice to other clients in the future, including other pooled investment vehicles, registered investment
companies and separate accounts.

Each Private Fund is a private investment partnership whose interests are offered to investors on a private
placement basis. An investment in a Private Fund is generally limited to investors that are “accredited investors”
within the meaning of Regulation D under the Securities Act and “qualified purchasers” within the meaning of
Section 2(a)(51) of the Investment Company Act.

Great Elm Capital Management, LLC
Firm Brochure – Part 2A of Form ADV                      7                                                March 2026