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):
March
1, 2007
RENAISSANCE
CAPITAL GROWTH & INCOME FUND III, INC.
(Exact
name of registrant as specified in its charter)
|
TX
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33-75758
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75-2533518
|
|
(State
or other
jurisdiction
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(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
|
of
incorporation)
|
|
|
| |
|
|
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8080
North Central Expressway, Suite
210, LB-59, Dallas, TX
|
75206
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(Address
of principal executive
offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code: (214)
891-8294
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
March
1, 2007, Renaissance Capital Growth & Income Fund III, Inc. (the “Fund”)
entered into an amended Investment Advisory Agreement (the “Agreement”) with
RENN Capital Group, Inc. (“RENN Group”) pursuant to which RENN Group will
continue to serve as the Fund’s investment advisor.
The
Agreement clarifies that the Fund will pay RENN Group a management incentive
fee
in an amount equal to 20% of all net realized capital gains, if any, computed
net of all realized capital losses and unrealized capital depreciation of the
Fund. The calculation of the incentive fee will not incorporate any offset
of
unrealized capital depreciation by unrealized capital appreciation. The effect
of the use of this method to calculate the incentive fee is that each year,
the
cumulative performance of the Fund since its inception will provide the basis
for the calculation of the incentive fee.
The
Agreement also clarifies that the base management fee paid to RENN Group will
be
assessed following the assessment of the incentive fee. Thus, the base
management fee will be calculated net of any incentive fee payable.
The
Fund
has a material relationship with RENN Group. Russell Cleveland, President,
CEO
and a Director of the Fund, is the sole director and majority shareholder of
RENN Group. Additionally, Barbe Butschek, Secretary and Treasurer of the Fund,
is Senior Vice President, Secretary and Treasurer of RENN Group, and is a
shareholder of RENN Group.
This
description of the Agreement is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
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RENAISSANCE CAPITAL GROWTH
&
INCOME FUND III, INC. |
| |
|
|
| March
2, 2007 |
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/s/
Russell Cleveland |
| (Date) |
|
Russell Cleveland,
President |
Exhibit
Index
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Exhibit
Number
|
Description
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10.1
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Investment
Advisory Agreement, dated as of March 1,
2007.
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