RAND CAPITAL CORP

On November 8, 2019, the Corporation entered into an investment advisory and management agreement and an administration agreement with RCM whereby RCM agreed to provide investment advisory, management and administration services to the Corporation (the “Externalization”). Following the Externalization, the Corporation’s prior employees, including its Chief Executive Officer/President and Chief Financial Officer, became employees of RCM and no longer receive any direct compensation from the Corporation. The Corporation’s day-to-day investment operations are managed by RCM and services necessary for its business, including the origination and administration of its investment portfolio, are provided by individuals who are employees of RCM.

As a result of the foregoing, RCM currently acts as the Corporation’s investment adviser and administrator pursuant to the terms of an investment advisory and management agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”). As described in greater detail in the Corporation’s Annual Report on Form 10-K under Part I, Item 1 “Business ‒ Investment Advisory and Management Agreement,” the compensation paid by the Corporation to RCM for providing investment advisory and management services under the Advisory Agreement consists of two components — (i) a base management fee and (ii) an incentive fee consisting of two parts: (A) an income based fee and (B) a capital gains based fee. In addition, the Corporation reimburses RCM for the Corporation’s allocable portion of expenses incurred by RCM in performing administrative obligations and functions for the Corporation under the Administration Agreement. The address for RCM is 14 Lafayette Square, Suite 1405, Buffalo, New York 14203.