Cost Agreement Expense Cap

Cost Agreement Expense Cap. Means $1.43 million (plus bonuses (if any) measured based on incentive fees earned under Section 4.3 of the Investment Management Agreement, dated as of September 27, 2016, by and between Obligor and Great Elm Capital Corp. accrued with respect to such calendar year (Type II Bonuses)) per calendar year unless (a) the total assets of Great Elm Capital Corporation, a Maryland corporation, exceed $300 million or (b) new investment vehicles managed by the Team (as defined in the Acquisition... Agreement) are launched for which GECM or an affiliate thereof is receiving fees. Following the occurrence of an event specified in clause (a) or (b), the Cost Agreement Expense Cap for each calendar year shall be the sum of (i) the product of (A) $6.3 million multiplied by (B) the quotient of (1) the assets under management of GECM or such affiliate as of the end of the applicable calendar year, divided by (2) the sum of (x) total assets under management MAST as of the end of the applicable calendar year (which shall be deemed to be the greater of (I) $950 million and (II) the actual total assets then under MAST's management) and (y) the assets under management of GECM plus any such affiliate as of the end of the applicable calendar year plus (ii) Type II Bonuses (if any). Partial fiscal years shall be pro rated based on a twelve-month year (with partial months being rounded up or down to the nearest month-end) and a pro-rated portion of the $1.43 million fixed amount shall apply to the portion of the calendar year prior to the month during which the event specified in clause (a) or (b) occurs. If an event specified in clause (a) or (b) has occurred, such calculation shall be made within 60 days following end of each calendar year. View More