Suro Capital Corp

This management proposal seeks stockholder approval of an Investment Advisory Agreement that would appoint Neostellar Advisors LLC—an entity jointly owned by certain current SuRo employees and Magnetar Holdings LLC—as the Company’s external investment adviser, thereby converting SuRo from an internally managed BDC to an externally managed BDC (the “Externalization”). Management and the Board argue the change is intended to provide access to Magnetar’s broader platform, scale, and specialized resources—particularly the Magnetar Ventures Team—which they expect will enhance investment sourcing, due diligence, portfolio monitoring, and co-investment opportunities. The Advisory Agreement sets a base management fee of 1.75% of gross assets (payable monthly) and an incentive fee with an income-based quarterly component subject to a 1.75% quarterly hurdle and a capital-gains component (20% with a 7% annual hurdle and catch-up on Eligible Investments), with Incentive Fees applicable only to investments made on or after the effective date. Notable transaction features include a related Administration Agreement with Neostellar Administrative Services LLC, potential $20 million investment by a Magnetar affiliate (conditional on certain fundraising or provided as a convertible note), and the re-employment of the Company’s current investment team by the Adviser. The Board explicitly considered potential drawbacks—introduction of advisory fees not previously borne by the Company, conflicts from executives’ ownership interests in the Adviser and transaction-related compensation, the Company’s loss of direct employment relationships, and uncertainty that anticipated benefits will be realized—and viewed these risks against anticipated benefits. The Independent Directors, with independent counsel, applied Gartenberg factors and concluded the terms were reasonable and fair, recommending a FOR vote; the Board also highlighted expected near-term pro forma expense savings (driven by excluding Incentive Fees on Pre-Existing Investments) while acknowledging future Incentive Fees could increase as new investments are made. Stockholder approval is required under the 1940 Act (a “majority of the outstanding voting securities”), and abstentions and broker non-votes will effectively count against approval. Overall, the proposal would materially change governance and fee allocation: employees become Adviser employees, the Company will pay contractual advisory and administrative fees in lieu of employee compensation, and the Adviser gains the flexibility to advise other vehicles, subject to oversight and co-investment allocation policies designed to protect the Company’s interests.