8-K - SSSS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported):

November4, 2025

SURO

CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland	1-35156	27-4443543
(State or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

640Fifth Avenue

12thFloor

NewYork, NY 10019

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 931-6331

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading symbol:	Name of each exchange on which registered:
Common<br> Stock, par value $0.01 per share	SSSS	Nasdaq<br> Global Select Market
6.00%<br> Notes due 2026	SSSSL	Nasdaq<br> Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.	Results of Operations and Financial Condition.

On November 4, 2025, SuRo Capital Corp. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025 (the “Press Release”). A copy of the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

The information disclosed under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01.	Financial Statements and Exhibits.
Exhibit<br> No.	Description
---	---
Exhibit<br> 99.1	Press Release dated November 4, 2025*
Exhibit<br> 104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> November 4, 2025	SURO CAPITAL CORP.
	By:	/s/ Allison Green
		Allison<br> Green
		Chief<br> Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary

Exhibit99.1

SuRoCapital Corp. Reports Third Quarter 2025 Financial Results

StrongPortfolio Momentum Continues to be Driven by AI and AI Infrastructure Investments

NetAsset Value of $9.23 Per Share as of September 30, 2025

Boardof Directors Declares $0.25 Per Share Cash Dividend

NEWYORK, NY, November 4, 2025 (GLOBE NEWSWIRE) – SuRo Capital Corp. (“SuRo Capital”, the “Company”,“we”, “us”, and “our”) (Nasdaq: SSSS) today announced its financial results for the third quarter ended September 30, 2025. Net assets totaled approximately $231.8 million, or $9.23 per share, at September 30, 2025, as compared to $9.18 per share ($8.93 per share dividend-adjusted), at June 30, 2025 and $6.73 per share ($6.48 per share dividend-adjusted) at September 30, 2024.

“Our record second quarter growth was driven by broad recognition of the value created by AI and AI infrastructure companies, and that momentum carried into the third quarter,” said Mark Klein, Chairman and Chief Executive Officer of SuRo Capital. “Building on this strength, our Board of Directors declared an additional cash dividend of $0.25 per share, supported by realized gains from CoreWeave and other portfolio liquidity events. Our recent distributions reflect the continued strength of our holdings and our commitment to delivering consistent value through disciplined realizations and reinvestment.”

Mr. Klein further emphasized, “OpenAI’s recent restructuring marks a major milestone for one of the most transformative technology companies of our time. By simplifying its capital structure and strengthening its ability to raise capital at scale, OpenAI is extremely well positioned to lead the next wave of AI infrastructure and innovation. Through SuRo Capital, investors gain access to category-defining companies driving this transformation led by OpenAI, one of our largest positions and the second-largest investment in SuRo Capital’s history.”

“We remain focused on identifying and investing in the next generation of category-defining companies,” Klein added. “In September, we invested $5 million into HL Digital Assets, Inc., a company investing in HYPE, the digital token of Hyperliquid. Hyperliquid is a decentralized cryptocurrency exchange designed to enable fast, transparent, and secure digital asset trading—reflecting our continued conviction in the expanding digital infrastructure opportunity set.”

“As we look ahead, we remain focused on generating value for our shareholders by maintaining our conviction-driven, research-led approach and backing the next era of transformative companies shaping the future of innovation,” Mr. Klein concluded.

InvestmentPortfolio as of September 30, 2025

At September 30, 2025, SuRo Capital held positions in 37 portfolio companies – 33 privately held and 4 publicly held – with an aggregate fair value of approximately $252.2 million. The Company’s top five portfolio company investments accounted for approximately 52% of the total portfolio at fair value as of September 30, 2025.

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TopFive Investments as of September 30, 2025

Portfolio Company ($ in millions)	Cost Basis		Fair Value
CW Opportunity 2 LP^(1)^	$	12.7	$	37.0	14.7	%
Whoop, Inc.		11.0		28.8	11.4
ARK Type One Deep Ventures Fund LLC^(2)^		17.7		27.7	11.0
Blink Health, Inc.		15.0		21.0	8.3
Learneo, Inc.		15.0		15.4	6.1
Total	$	71.4	$	129.9	51.5	%
(1)	CW<br> Opportunity 2 LP is an SPV for which the Class A Membership Interest is solely invested in the Class A Common Shares of CoreWeave,<br> Inc.
---	---
(2)	ARK<br> Type One Deep Ventures Fund LLC is an investment fund for which the Class A Membership Interest is solely invested in the Convertible<br> Interest Rights of OpenAI Global, LLC. SuRo Capital is invested in the Convertible Interest Rights of OpenAI Global, LLC through<br> its investment in the Class A Membership Interest of ARK Type One Deep Ventures Fund LLC.

ThirdQuarter 2025 Investment Portfolio Activity

During the three months ended September 30, 2025, SuRo Capital made the following investments:

Portfolio Company	Investment	Transaction Date	Amount^(1)^
Supplying<br> Demand, Inc. (d/b/a Liquid Death)^(2)^	Convertible<br> Note	7/29/2025	$0.3<br> million
HL<br> Digital Assets Inc.^(3)^	Preferred<br> Shares	9/18/2025	$5.0<br> million
(1)	Amount<br> invested does not include capitalized costs or prepaid expenses, if applicable.
---	---
(2)	Represents<br> a follow-on investment.
(3)	HL<br> Digital Assets Inc.’s primary purpose is to invest in HYPE, the digital token of Hyperliquid.

During the three months ended September 30, 2025, SuRo Capital exited and/or received proceeds from the following investments:

Portfolio Company	Transaction<br><br> <br>Date	Quantity /<br><br> <br>Initial Capital	Average Net Share Price^(1)^	Net<br><br> <br>Proceeds	Realized<br><br> <br>Gain
CW<br> Opportunity 2 LP^(2)^	Various	16.6%	N/A	$7.2<br> million	$4.7<br> million
GrabAGun<br> Digital Holdings Inc. - Public Warrants ^(3)^	Various	395,512	$1.67	$0.7<br> million	$0.5<br> million
(1)	The<br> average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
---	---
(2)	SuRo<br> Capital retains approximately 83.4% of its investment in CW Opportunity 2 LP as of September 30, 2025.
(3)	As<br> of September 30, 2025, SuRo Capital held 1,204,488 remaining GrabAGun Digital Holdings Inc. public warrants.

Subsequent to quarter-end through November 4, 2025, SuRo Capital exited and/or received proceeds from the following investments:

Portfolio Company	Transaction<br> <br>Date
CW Opportunity 2 LP^(1)^	Various	11.6%	7.0 million	$5.3 million
Rebric, Inc. (d/b/a Compliable)	10/16/2025	—	-	$(1.0 million)
True Global Ventures 4 Plus Pte Ltd	10/31/2025	6.9%	0.1 million	$-

All values are in US Dollars.

(1)	SuRo<br> Capital retains approximately 71.8% of its investment in CW Opportunity 2 LP as of November 4, 2025.

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ThirdQuarter 2025 Financial Results

	Quarter Ended September<br> 30, 2025					Quarter Ended September<br> 30, 2024
	in millions		per share^(1)^			in millions		per share^(1)^
Net investment loss		)	$	(0.14	)		)	$	(0.14	)
Net realized gain/(loss) on investments				0.21			)		(0.59	)
Realized loss on partial repurchase of 6.00% Notes due 2026				-			)		(0.01	)
Net change in unrealized appreciation of investments				0.23					0.50
Net increase/(decrease) in net assets resulting from operations^(2)^				0.30			)		(0.24	)
Dividends declared		)		(0.25	)				-
Issuance of common stock from public offering				(0.03	)				-
Stock-based compensation				0.03					0.03
Increase/(decrease) in net asset value			$	0.05			)	$	(0.21	)

All values are in US Dollars.

(1)	Based<br> on basic weighted-average number of shares outstanding for the relevant period.
(2)	Total<br> may not sum due to rounding.

SuRo Capital’s liquid assets were approximately $58.3 million as of September 30, 2025, consisting of cash and directly-held securities of publicly traded portfolio companies not subject to certain restrictions at quarter-end.

Weighted-average common basic shares outstanding were approximately 24.4 million and 23.4 million for the quarters ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there were 25,119,091 shares of the Company’s common stock outstanding.

2025Dividend Declarations

On July 3, 2025, SuRo Capital’s Board of Directors declared a dividend of $0.25 per share paid on July 31, 2025 to the Company’s common stockholders of record as of the close of business on July 21, 2025. The dividend was paid in cash.

On November 3, 2025, SuRo Capital’s Board of Directors declared a dividend of $0.25 per share payable on December 5, 2025 to the Company’s common stockholders of record as of the close of business on November 21, 2025. The dividend will be paid in cash.

CertainInformation Regarding the Dividends

The date of declaration and amount of any distributions, including any future distributions, are subject to the sole discretion of SuRo Capital’s Board of Directors.

The aggregate amount of distributions declared and paid by SuRo Capital will be fully taxable to stockholders. The tax character of SuRo Capital’s distributions cannot be finally determined until the close of SuRo Capital’s taxable year (December 31). SuRo Capital will report the actual tax characteristics of each year’s distributions annually to stockholders and the IRS on Form 1099-DIV subsequent to year-end.

Registered stockholders with questions regarding declared dividends may call Equiniti Trust Company, LLC at 800-937-5449.

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NoteRepurchase Program

On October 29, 2025, SuRo Capital’s Board of Directors approved an extension of the Company’s discretionary note repurchase program (the “Note Repurchase Program”) which allows the Company to repurchase up to an additional $40.0 million or the remaining aggregate principal amount, of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

ShareRepurchase Program

On October 29, 2025, the Company’s Board of Directors authorized an extension of the Company’s discretionary Share Repurchase Program until the earlier of (i) October 31, 2026 or (ii) the repurchase of $64.3 million in aggregate amount of the Company’s common stock. The dollar value of shares that may yet be purchased by the Company under the Share Repurchase Program is approximately $25.0 million.

Since inception of the Share Repurchase Program in August 2017, SuRo Capital has repurchased over 6.0 million shares of its common stock for an aggregate purchase price of approximately $39.3 million.

Under the Share Repurchase Program, the Company may repurchase its outstanding common stock in the open market, provided it complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act.

ConferenceCall and Webcast

Management will hold a conference call and webcast for investors at 2:00 p.m. PT (5:00 p.m. ET) on November 4, 2025. The conference call access number for U.S. participants is 866 580 3963 and the conference call access number for participants outside the U.S. is +1 786 697 3501. The conference ID number for both access numbers is 0818719 or SuRo Capital. Additionally, interested parties can listen to a live webcast of the call from the “Investor Relations” section of SuRo Capital’s website at www.surocap.com. An archived replay of the webcast will also be available for 12 months following the live presentation.

A replay of the conference call may be accessed until 5:00 p.m. PT (8:00 p.m. ET) on November 11, 2025 by dialing 1 866-583-1035 (U.S.) or +44 (0) 20 3451 9993 (International) and using conference ID number 0818719.

Forward-LookingStatements

Statements included herein, including statements regarding SuRo Capital’s beliefs, expectations, intentions, or strategies for the future, may constitute “forward-looking statements”. SuRo Capital cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties, including the impact of any market volatility that may be detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements, and other conditions which could cause SuRo Capital’s actual results to differ from management’s current expectations are contained in SuRo Capital’s filings with the Securities and Exchange Commission. SuRo Capital undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this press release.

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AboutSuRo Capital Corp.

SuRo Capital Corp. (Nasdaq: SSSS) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. The fund seeks to create a portfolio of high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through its publicly traded common stock. Since inception, SuRo Capital has served as the public’s gateway to venture capital, offering unique access to some of the world’s most innovative and sought-after private companies before they become publicly traded. SuRo Capital’s diverse portfolio encompasses high-growth sectors including AI infrastructure, emerging consumer brands, and cutting-edge software solutions for both consumer and enterprise markets, among others. SuRo Capital is headquartered in New York, NY and has an office in San Francisco, CA. Connect with the company on X, LinkedIn, and at www.surocap.com.

Contact

SuRo Capital Corp.

(212) 931-6331

IR@surocap.com

MediaContact

Deborah Kostroun

Zito Partners

SuRoCapitalPR@zitopartners.com

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SUROCAPITAL CORP. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

			December 31, 2024 (AUDITED)
ASSETS
Investments at fair value:
Non-controlled/non-affiliate investments (cost of 224,613,209 and 234,601,314, respectively)	242,003,642		$	198,511,915
Non-controlled/affiliate investments (cost of 21,609,640 and 20,605,400, respectively)	10,191,898			9,268,827
Controlled investments (cost of 0 and 1,602,940, respectively)	—			1,600,000
Total Investments (cost of 246,222,849 and 256,809,654, respectively)	252,195,540			209,380,742
Cash	54,549,056			20,035,640
Restricted cash	38,741			—
Escrow proceeds receivable	—			45,298
Interest and dividends receivable	111,009			756,022
Deferred financing costs	517,487			526,261
Prepaid expenses and other assets(1)	890,117			855,630
Total Assets	308,301,950			231,599,593
LIABILITIES
6.00% Notes due December 30, 2026(2)	39,407,359			44,198,838
6.50% Convertible Notes due August 14, 2029(3)	34,071,073			29,051,408
Accounts payable and accrued expenses(1)	2,853,344			768,394
Dividends payable	183,146			8,867
Total Liabilities	76,514,922			74,027,507
Net Assets	231,787,028		$	157,572,086
NET ASSETS
Common stock, par value 0.01 per share (100,000,000 authorized; 25,119,091 and 23,601,566 issued and outstanding, respectively)	251,191		$	236,016
Paid-in capital in excess of par	237,812,778			226,579,432
Accumulated net investment loss	(15,140,936	)		(4,302,192	)
Accumulated net realized gain/(loss) on investments, net of distributions	2,994,462			(17,409,097	)
Accumulated net unrealized appreciation/(depreciation) of investments	5,869,533			(47,532,073	)
Net Assets	231,787,028		$	157,572,086
Net Asset Value Per Share	9.23		$	6.68

All values are in US Dollars.

(1)	This<br> balance includes a right of use asset and corresponding operating lease liability, respectively.
(2)	As<br> of September 30, 2025, the 6.00% Notes due December 30, 2026 (the “6.00% Notes due 2026”) (effective interest rate of<br> 6.52%) had a face value $39,667,650. As of December 31, 2024, the 6.00% Notes due 2026 (effective interest rate of 6.48%) had a face<br> value $44,667,400.
(3)	As<br> of September 30, 2025, the 6.50% Convertible Notes due August 14, 2029 (the “6.50% Convertible Notes due 2029”) (effective<br> interest rate of 7.17%) had a face value $35,000,000. As of December 31, 2024, the 6.50% Convertible Notes due 2029 (effective interest<br> rate of 7.06%) had a face value $30,000,000.

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SUROCAPITAL CORP. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
INVESTMENT INCOME
Non-controlled/non-affiliate investments:
Interest income^(1)^	$	459,269		$	578,603		$	777,220		$	1,111,360
Dividend income		—			166,153			348,447			188,028
Controlled investments:
Interest income		—			143,961			—			955,628
Interest income from U.S. Treasury bills		—			—			—			1,189,145
Total Investment Income		459,269			888,717			1,125,667			3,444,161
OPERATING EXPENSES
Compensation expense		1,678,497			1,916,361			4,918,188			6,300,188
Directors’ fees		246,658			171,661			592,718			510,599
Interest expense		1,276,713			1,153,466			3,812,047			3,582,000
Professional fees		394,173			515,244			1,825,254			1,830,628
Income tax expense		—			—			(215,949	)		54,894
Other expenses		318,043			339,858			1,032,153			1,252,252
Total Operating Expenses		3,914,084			4,096,590			11,964,411			13,530,561
Net Investment Loss		(3,454,815	)		(3,207,873	)		(10,838,744	)		(10,086,400	)
Realized Gain/(Loss) on Investments:
Non-controlled/non-affiliated investments		5,196,799			(328,520	)		26,391,459			(775,461	)
Non-controlled/affiliate investments		—			(6,598,530	)		—			(6,598,530	)
Controlled investments		—			(6,786,462	)		—			(6,793,207	)
Net Realized Gain/(Loss) on Investments		5,196,799			(13,713,512	)		26,391,459			(14,167,198	)
Realized loss on partial repurchase of 6.00% Notes due December 30, 2026		—			(145,244	)		(15,873	)		(145,244	)
Change in Unrealized Appreciation/(Depreciation) of Investments:
Non-controlled/non-affiliated investments		23,634,141			(1,988,131	)		53,475,595			(24,362,275	)
Non-controlled/affiliate investments		735,476			6,811,103			(76,930	)		3,806,567
Controlled investments		(18,694,508	)		6,791,412			2,941			6,785,776
Net Change in Unrealized Appreciation/(Depreciation) of Investments		5,675,109			11,614,384			53,401,606			(13,769,932	)
Net Change in Net Assets Resulting from Operations	$	7,417,093		$	(5,452,245	)	$	68,938,448		$	(38,168,774	)
Net Change in Net Assets Resulting from Operations per Common Share:
Basic	$	0.30		$	(0.23	)	$	2.89		$	(1.59	)
Diluted^(2)^	$	0.28		$	(0.23	)	$	2.49		$	(1.59	)
Weighted-Average Common Shares Outstanding
Basic		24,371,533			23,378,002			23,893,418			24,058,085
Diluted^(2)^		28,989,579			23,378,002			28,408,445			24,058,085
(1)	Includes<br> interest income earned on cash.
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(2)	For<br> the three and nine months ended September 30, 2024, 3,225,808 potentially dilutive common shares were excluded from the weighted-average<br> common shares outstanding for diluted net decrease in net assets resulting from operations per common share because the effect of<br> these shares would have been anti-dilutive.

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SUROCAPITAL CORP. AND SUBSIDIARIES

FINANCIALHIGHLIGHTS (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Per Basic Share Data
Net asset value at beginning of period	$	9.18		$	6.94		$	6.68		$	7.99
Net investment loss^(1)^		(0.14	)		(0.14	)		(0.45	)		(0.42	)
Net realized gain/(loss) on investments^(1)^		0.21			(0.59	)		1.10			(0.59	)
Realized loss on partial repurchase of 6.00% Notes due December 30, 2026^(1)^		—			(0.01	)		<(0.01)			(0.01	)
Net change in unrealized appreciation/(depreciation) of investments^(1)^		0.23			0.50			2.23			(0.57	)
Dividends declared		(0.25	)		—			(0.25	)		—
Issuance of common stock from public offering^(1)^		(0.03	)		—			(0.03	)		—
Repurchase of common stock^(1)^		—			—			—			0.23
Stock-based compensation^(1)^		0.03			0.03			(0.05	)		0.10
Net asset value at end of period	$	9.23		$	6.73		$	9.23		$	6.73
Per share market value at end of period	$	9.00		$	4.04		$	9.00		$	4.04
Total return based on market value^(2)^		12.67	%		0.75	%		57.31	%		2.54	%
Total return based on net asset value^(2)^		3.27	%		(3.03	)%		41.92	%		(15.77	)%
Shares outstanding at end of period		25,119,091			23,378,002			25,119,091			23,378,002
Ratios/Supplemental Data:
Net assets at end of period	$	231,787,028		$	157,437,207		$	231,787,028		$	157,437,207
Average net assets	$	217,139,281		$	161,407,400		$	178,224,292		$	179,655,590
Ratio of net operating expenses to average net assets^(3)^		7.15	%		10.10	%		8.98	%		10.06	%
Ratio of net investment loss to average net assets^(3)^		(6.31	)%		(7.91	)%		(8.13	)%		(7.50	)%
Portfolio Turnover Ratio		2.15	%		2.30	%		5.24	%		8.06	%
(1)	Based<br> on weighted-average number of shares outstanding for the relevant period.
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(2)	Total<br> return based on market value is based upon the change in market price per share between the opening and ending market values per<br> share in the period, adjusted for dividends and equity issuances. Total return based on net asset value is based upon the change<br> in net asset value per share between the opening and ending net asset values per share in the period, adjusted for dividends and<br> equity issuances.
(3)	Financial<br> highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment<br> loss to average net assets are adjusted accordingly. Because the ratios are calculated for the Company’s common stock taken<br> as a whole, an individual investor’s ratios may vary from these ratios.

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