EX-19.1

Exhibit 19.1

It is illegal for any person, either personally or on behalf of others, to trade in securities on the basis of material, non-public information. It is also illegal to communicate (or “tip”) material, non-public information to others who may trade in securities on the basis of that information. These illegal activities are commonly referred to as “insider trading.”

Potential penalties for each insider trading violation include imprisonment for up to 10 years, civil fines of up to three times the profit gained or loss avoided by the trading, and criminal fines of up to $1 million. In addition, a company whose director, officer, or employee violates the insider trading prohibitions may be liable for a civil fine of up to the greater of $1 million or three times the profit gained or loss avoided as a result of the director, officer, or employee’s insider trading violations. Furthermore, engaging in short-term trading or other speculative transactions involving the securities of Great Elm Capital Corp. (“GECC”) may subject you to additional penalties.

Moreover, a director, officer, or employee’s failure to comply with the insider trading policy may subject such person to sanctions imposed by GECC, including dismissal for cause, whether or not such person’s failure to comply with this policy results in a violation of law.

This memorandum sets forth GECC’s policy against insider trading. The objective of this policy is to protect both you and GECC from securities law violations, or even the appearance thereof. All directors, officers, and employees (including temporary employees) of GECC, and each of its subsidiaries, and its investment adviser, Great Elm Capital Management, Inc. (the “Adviser”) must comply with this policy.

You are encouraged to ask questions and seek any follow-up information that you may require with respect to the matters set forth in this policy. Please direct your questions to a member of the Adviser’s legal and compliance staff or a person employed by a third party compliance firm retained by the Adviser or the Company (“GECC Compliance”).

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Adopted: March 14, 2011

Appendix J

It is the policy of GECC that no director, officer or employee (including a temporary employee) of GECC, or each of its subsidiaries, and its Adviser, or any other person designated by the Chief Compliance Officer, or this policy, as being subject to this policy, who is aware of material nonpublic information relating to GECC, the Adviser or any of GECC’s portfolio companies may, directly or through family members or other persons or entities, (a) buy or sell securities of GECC (other than pursuant to a pre-approved trading plan that complies with Rule 10b5-1 of the Securities Exchange Act of 1934) or the securities of GECC’s portfolio companies, or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside of GECC, including family and friends.

In addition, it is the policy of GECC that no director, officer, or employee (including a temporary employee) of GECC or the Adviser who, in the course of working for or on behalf of GECC, learns of material non-public information about a company with which GECC does, or proposes to do, business, including a customer or supplier of GECC, may trade in that company’s securities until the information becomes public or is no longer material.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from the policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve GECC’s reputation for adhering to the highest standards of conduct.

What information is material? All information that an investor might consider important in deciding whether to buy, sell, or hold securities is considered material. Information that is likely to affect the price of a company’s securities is almost always material. Examples of some types of material information are:

What is non-public information? Information is considered to be non-public unless it has been effectively disclosed to the public. Examples of public disclosure include public filings with the Securities and Exchange Commission and company or portfolio company press releases. Not only must the information have been publicly disclosed, but there must also have been adequate time for the market as a whole to digest the information. Although timing may vary


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Appendix J

depending upon the circumstances, a good rule of thumb is that information is considered non-public until the third business day after public disclosure.

What transactions are prohibited? When you know material, non-public information about GECC or any of its portfolio companies, you, your spouse, and members of your immediate family living in your household are prohibited from the following activities:

Neither you nor anyone acting on your behalf nor anyone who learns the information from you (including your spouse and family members) can trade. This prohibition continues whenever and for as long as you know material, non-public information.

Although it is most likely that any material, non-public information you might learn would be about GECC or its subsidiaries, these prohibitions also apply to trading in the securities of any company including any portfolio company or potential merger partner about which you have material, non-public information.

Transactions by Family Members. As noted above, GECC’s insider trading policy applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in GECC’s securities or the securities of any of its portfolio companies are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in such securities). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in GECC’s securities.

What is a Rule 10b5-1 trading plan? Notwithstanding the prohibition against insider trading, Rule 10b5-1 of the Securities Exchange Act of 1934 and this policy permit directors, officers and employees to trade in GECC’s securities regardless of their awareness of inside information if the transaction is made pursuant to a pre-arranged trading plan that was entered into when the director, officer, or employee was not in possession of material nonpublic information. This policy requires trading plans to be written and to specify the amount of, date on, and price at which the securities are to be traded or establish a formula for determining such items. A director, officer, or employee who wishes to enter into a trading plan must submit the trading plan to GECC Compliance for approval prior to the adoption or amendment of the trading plan. Trading plans may not be adopted when the director, officer or employee is in possession of material nonpublic information about GECC. A director, officer or employee may amend or replace his or [her] trading plan only during periods when trading is permitted in accordance with this policy.


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Appendix J

Distribution Reinvestment Plan. GECC’s insider trading policy does not apply to purchases of GECC’s securities under GECC’s distribution reinvestment plan resulting from your reinvestment of distributions paid on GECC’s securities. The policy does apply, however, to voluntary purchases of GECC’s securities resulting from your election to participate in the plan or your increase in the level of participation in the plan. The policy also applies to your sale of any securities of GECC purchased pursuant to the plan.

GECC considers it improper and inappropriate for any director, officer, or other employee of GECC to engage in short-term or speculative transactions in GECC’s securities. It therefore is GECC’s policy that directors, officers, and other employees may not engage in any of the following transactions:

Short-Term Trading. An employee’s short-term trading of GECC’s securities may be distracting to the employee and may unduly focus the employee on GECC’s short-term stock market performance instead of GECC’s long-term business objectives. For these reasons, any director, officer, or other employee of GECC who purchases GECC’s securities may not sell any of GECC’s securities of the same class during the six months following the purchase. In addition, Section 16(b) of the Securities Exchange Act of 1934 imposes short-swing profit restrictions on the purchase or sale of GECC’s securities by GECC’s officers and directors and certain other persons.

Short Sales. Short sales of GECC’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in GECC or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve GECC’s performance. Finally, section 16(c) of the Securities Exchange Act of 1934 prohibits officers and directors, and certain other persons, from engaging in short sales.

Publicly Traded Options. A transaction in options, puts, calls, or other derivative securities is, in effect, a bet on the short-term movement of GECC’s stock and therefore creates the appearance that the director, officer, or employee is trading based on inside information. Transactions of this sort also may unduly focus the director, officer, or employee’s attention on short-term performance at the expense of GECC’s long-term objectives. Accordingly, transactions in puts, calls, or other derivative securities, on an exchange or in any other organized market, are prohibited by this policy. (Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”)

Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a director, officer, or employee to lock in much of the value of his or [her] stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the director, officer, or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the director, officer, or employee may no longer have the same objectives as


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GECC’s other shareholders. Therefore, GECC strongly discourages you from engaging in such transactions. Any person wishing to enter into such an arrangement must first pre-clear the proposed transaction with GECC Compliance. Any request for pre-clearance of a hedging or similar arrangement must be submitted to GECC Compliance at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction.

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material, nonpublic information or otherwise is not permitted to trade in GECC’s securities, directors, officers, and employees are prohibited from holding GECC’s securities in a margin account or pledging GECC’s securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge GECC’s securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person who wishes to pledge GECC’s securities as collateral for a loan must submit a request for approval to GECC Compliance at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.

The policy continues to apply to your transactions in GECC’s securities even after you have terminated employment. If you are in possession of material, non-public information when your employment terminates, you may not trade in GECC’s securities until that information has become public or is no longer material.

As discussed above, the disclosure of material, non-public information to others can lead to significant legal difficulties. Therefore, you should not discuss material, non-public information about GECC with anyone, including other employees, except as required in the performance of your regular duties.

Also, it is important that only specifically designated representatives of GECC discuss GECC with the news media, securities analysts, and investors. Inquiries of this type received by any employee should be referred to the Chief Executive Officer or the Chief Compliance Officer.

To help prevent inadvertent violations of the federal securities laws and to avoid even the appearance of trading on inside information, directors and executive officers of GECC and any other persons designated by GECC Compliance as being subject to GECC’s pre-clearance procedures, together with their immediate family members living in their households, may not engage in any transaction involving GECC’s securities (including a stock plan transaction such as an option exercise, gift, loan or pledge or hedge, contribution to a trust, or any other transfer)


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Appendix J

without first obtaining pre-clearance of the transaction from GECC Compliance. A request for pre-clearance should be submitted to GECC Compliance at least two days in advance of the proposed transaction. GECC Compliance is under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade.

Any person subject to the pre-clearance requirements who wishes to implement a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 must first pre-clear the plan with GECC Compliance. As required by Rule 10b5-1, you may enter into a trading plan only when you are not in possession of material nonpublic information. In addition, you may not enter into a trading plan during a blackout period. Transactions effected pursuant to a pre-cleared trading plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices, and amounts of the contemplated trades, or establishes a formula for determining the dates, prices, and amounts.

Open Window Periods. Insiders may not trade in the Company’s stock except during an “open window period,” which ordinarily will begin on the 16th day of the last month of each fiscal quarter of the Company and end at the close of business on the second business day following the release of the Company’s earnings for such quarter. The ability to trade during such an open window period may be curtailed where specific events so require in a so-called “event-specific blackout period,” as discussed below. Any trading by insiders of the Company must be pre-cleared by GECC Compliance.

Event-Specific Blackout Periods. From time to time, during the open window period, an event may occur that is material to GECC and is known by only a few directors or executives. So long as the event remains material and nonpublic, directors, executive officers, and such other persons as are designated by GECC Compliance may not trade in GECC’s securities. This restriction applies regardless of whether such persons have actual knowledge of the material event in question. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, a person whose trades are subject to pre-clearance requests permission to trade in GECC’s securities during an event-specific blackout, GECC Compliance will inform the requester of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of GECC Compliance to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material, nonpublic information.

Compliance by all directors, officers, and employees with this policy is of the utmost importance both for you and for GECC. If you have any questions about the application of this policy to any particular case, please immediately contact GECC Compliance.

Your failure to observe this policy could lead to significant legal problems, as well as other serious consequences, including termination of your employment.


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Appendix J

This certification is to be signed and returned to the Chief Compliance Officer and will be retained as part of your permanent personnel file.

I hereby certify that I have received a copy of Great Elm Capital Corp.’s Insider Trading Policy, read it, and understand that the Insider Trading Policy contains the expectations of Great Elm Capital Corp. and its affiliated entities regarding my conduct. Furthermore, I agree to comply with the Insider Trading Policy.

The failure to read and/or sign this acknowledgment in no way relieves you of the responsibility to comply with Great Elm Capital Corp.’s Insider Trading Policy.


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