UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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Preliminary
Proxy Statement
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14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Renaissance
Capital Growth & Income Fund III, Inc.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
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of Filing Fee (Check the appropriate box):
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or the form or schedule and the date of its filing.
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Amount
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Renaissance
Capital Growth & Income Fund III, Inc.
8080
North Central Expressway, Suite 210, LB-59
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MARCH 16, 2009
TO THE
SHAREHOLDERS OF RENAISSANCE CAPITAL GROWTH & INCOME FUND III,
INC.:
NOTICE IS
HEREBY GIVEN that the Special Meeting of Shareholders (the “Special Meeting”) of
Renaissance Capital Growth & Income Fund III, Inc., a Texas corporation (the
“Fund”), will be held at the Company’s offices, 8080 North Central Expressway,
Suite 210, LB-59, Dallas, Texas, on Monday, March 16, 2009, at 9:00 a.m., local
time, and at any adjournment(s), for the following purposes:
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(1)
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To
consider and vote upon a proposal to authorize the Board of Directors of
the Fund (the “Board”) to withdraw the Fund’s election to be treated as a
business development company (“BDC”) pursuant to Section 54(c) of the
Investment Company Act of 1940, as amended (the “1940 Act”), and to
continue operations as a registered closed-end investment company;
and
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(2)
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To
approve an amendment to the Fund’s Restated Articles of Incorporation in
order to change the name of the Fund from Renaissance Capital Growth &
Income Fund III, Inc. to RENN Global Entrepreneurs Fund,
Inc.
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The close
of business on January 19, 2009 has been fixed as the record date (the “Record
Date”) for determining Fund Shareholders (each a “Shareholder”) entitled to
notice of, and to vote at, the Special Meeting or any adjournment. The enclosed
proxy is being solicited on behalf of the Board.
You are
cordially invited to attend the Special Meeting. You may vote your shares (1) in
person at the Special Meeting, (2) by telephone, (3) via the Internet or (4) by
completing, signing, dating and returning the accompanying proxy card in the
enclosed, self-addressed, postage-paid envelope. Specific instructions for
voting by telephone or via the Internet are on the accompanying proxy card. You
may revoke your proxy at any time prior to the Special Meeting. If you decide to
attend the Special Meeting and wish to change your vote, you may do so by voting
in person at the Special Meeting. Prompt response by our Shareholders will
reduce the time and expense of solicitation.
By Order
of the Board of Directors
/s/ BARBE
BUTSCHEK
Barbe
Butschek, Secretary
Dallas,
Texas
February
9, 2009
This
is an important meeting regarding the future operations of the Fund. To ensure
proper representation at the Special Meeting, please complete, sign, date and
return the proxy card in the enclosed, self-addressed envelope. Even if you vote
your shares prior to the Special Meeting, you still may attend the Special
Meeting and vote your shares in person.
RENAISSANCE
CAPITAL GROWTH & INCOME FUND III, INC.
PROXY
STATEMENT
For
A
SPECIAL
MEETING OF SHAREHOLDERS
To
Be Held On Monday, March 16, 2009
SOLICITATION
OF PROXIES
This
proxy statement (“Proxy Statement”) is being furnished to the Shareholders of
Renaissance Capital Growth & Income Fund III, Inc., a Texas corporation (the
“Fund”). The Fund’s Board of Directors (the “Board”) is soliciting
proxies to be voted at the special meeting of Shareholders (the “Special
Meeting”) to be held on Monday, March 16, 2009, at the Company’s offices, 8080
North Central Expressway, Suite 210, LB-59, Dallas, Texas, at 9:00 a.m., local
time, and at any adjournment(s). This Proxy Statement is first being
sent to Shareholders on or about February 14, 2009.
The
accompanying proxy card is designed to permit each Fund Shareholder (each, a
“Shareholder”) to vote for or against, or to abstain from voting on, the
proposals described in this Proxy Statement. When a Shareholder’s
executed proxy card specifies a choice with respect to a voting matter, the
shares will be voted accordingly. If no specifications are
made, then the proxy will be voted by the persons serving as proxies at the
Special Meeting FOR the grant of authorization to the Board to withdraw the
Fund’s election to be treated as a business development company (“BDC”) pursuant
to Section 54(c) of the Investment Company Act of 1940, as amended (the “1940
Act”), and to continue operations as a registered closed-end investment company,
FOR the amendment to the Restated Articles of Incorporation of the Fund (the
“Articles”) to change the name of the Fund to RENN Global Entrepreneurs Fund,
Inc.
The Board
encourages the Shareholders to attend the Special Meeting in
person. Executing and returning the accompanying proxy card will not
affect a Shareholder’s right to attend the Special Meeting and to vote in
person. Any Shareholder who has given a proxy has the right to revoke
it at any time before it is voted by giving written notice of revocation to Ms.
Barbe Butschek, Secretary, Renaissance Capital Growth & Income Fund III,
Inc., 8080 North Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857,
by executing and delivering a later-dated proxy, or by attending the Special
Meeting and voting in person. No revocation notice or later-dated
proxy, however, will be effective until received by the Fund at, or prior to,
the Special Meeting. Revocation will not affect a vote on any matters
taken prior to the receipt of the revocation. Mere attendance at the
Special Meeting will not by itself revoke the proxy.
In
addition to soliciting proxies by mail, officers and directors of the Fund and
officers, directors and regular employees of RENN Capital Group, Inc., the
investment adviser to the Fund (“RENN Group”), may solicit the return of proxies
by personal interview, mail, telephone and facsimile. These persons
will not receive additional compensation for their services, but will be
reimbursed for out-of-pocket expenses. After the date of this Proxy
Statement, but prior to the date of the Special Meeting, the Fund may engage a
proxy solicitation firm at a cost to be negotiated. Brokerage houses
and other custodians, nominees and fiduciaries will be requested by the Fund to
forward solicitation material to the beneficial owners of shares. The
Fund will pay all costs of solicitation.
The Fund
will furnish, without charge, a copy of the annual report and the most recent
semi-annual report succeeding the annual report to any Shareholder upon written
request to Ms. Barbe Butschek, Secretary, Renaissance Capital Growth &
Income Fund III, Inc., 8080 North Central Expressway, Suite 210, LB-59, Dallas,
Texas 75206-1857, or by calling 1-800-687-3863. The Fund’s principal
offices are located at 8080 North Central Expressway, Suite 210, LB-59, Dallas,
Texas 75206-1857, and its telephone number is (214) 891-8294.
PURPOSE
OF THE MEETING
At the
Special Meeting, Shareholders will consider and vote upon the following
matters:
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(1)
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To
consider and vote upon a proposal to authorize the Board to withdraw the
Fund’s election to be treated as a BDC pursuant to Section 54(c) of the
1940 Act, and to continue operations as a registered closed-end investment
company; and
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(2)
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To
approve an amendment to the Articles in order to change the name of the
Fund to RENN Global Entrepreneurs Fund,
Inc.
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RECORD
DATE AND SHARE OWNERSHIP
The close
of business on January 19, 2009 has been fixed as the record date (the “Record
Date”) for determining Shareholders entitled to notice of and to vote at the
Special Meeting and any adjournment. At the close of business on the
Record Date, the Fund had outstanding 4,463,967 shares of common stock and
approximately 1,900 record holders.
QUORUM
REQUIRED
A quorum
must be present at the Special Meeting for any business to be
conducted. The presence at the Special Meeting, in person or by
proxy, of the holders of a majority of all the votes entitled to be cast at the
Special Meeting will constitute a quorum. Abstentions will not be
treated as shares present for quorum purposes. Broker shares for
which the nominee has not received voting instructions from the record holder
and does not have discretionary authority to vote the shares on certain
proposals (which are considered “Broker Non-Votes” with respect to such
proposals) will be treated as shares present for quorum purposes.
If a
quorum is not present at the Special Meeting, the Shareholders who are
represented may adjourn the Special Meeting until a quorum is
present. The persons named as proxies will vote those proxies for
such adjournment, unless marked to be voted against any proposal for which an
adjournment is sought, to permit the further solicitation of
proxies.
VOTE
REQUIRED
Each
share of common stock of the Fund is entitled to one vote. The common
stock is the only class of securities of the Fund entitled to vote at the
Special Meeting. A Shareholder is entitled to vote all shares of
common stock held of record at the close of business on the Record Date, in
person or by proxy, at the Special Meeting. All votes will be
tabulated by the inspector of election appointed for the meeting, who will
separately tabulate affirmative and negative votes, abstentions and broker
non-votes.
Approval of the withdrawal of the Fund’s
election to be treated as a BDC pursuant to Section 54(c) of the 1940 Act, and
to continue operations as a registered closed-end investment
company. The affirmative vote of 67 percent or more of the
voting securities of the Fund present at the Special Meeting, if the holders of
more than 50 percent of the outstanding voting securities of the Fund are
present or represented by proxy, or the affirmative vote of more than 50 percent
of the outstanding voting securities of the Fund, whichever is less, is required
to approve the withdrawal of the Fund’s election to be treated as a BDC pursuant
to Section 54(c) of the 1940 Act, and to continue operations as a registered
closed-end investment company. Broker non-votes (i.e., proxies from
brokers or nominees indicating that they have not received instructions from the
beneficial owners on an item for which the brokers or nominees do not have
discretionary power to vote) and abstentions will have the effect of a vote
against this proposal.
Approval of an amendment to the
Articles in order to change the name of the Fund to RENN Global Entrepreneurs
Fund, Inc. The affirmative vote of at least a majority of the
outstanding shares of the Fund is required to approve the amendment to the
Articles and effect the change in the name of the Fund to RENN Global
Entrepreneurs Fund, Inc. Broker non-votes and abstentions will have
the effect of a vote against this proposal.
Additional solicitation. If
there are not enough votes to approve any proposals at the Special Meeting, the
Shareholders who are represented may adjourn the Special Meeting to permit the
further solicitation of proxies. The persons named as proxies will
vote those proxies for such adjournment, unless marked to be voted against any
proposal for which an adjournment is sought, to permit the further solicitation
of proxies.
Also, a
Shareholder vote may be taken on either of the proposals in this Proxy Statement
prior to any such adjournment if there are sufficient votes for approval of such
proposal.
VOTING
ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE
Shareholders
whose shares are registered in their own names may vote either via the Internet
or by telephone. Specific instructions to be followed by any
registered Shareholder interested in voting via the Internet or by telephone are
set forth on the enclosed proxy card. The Internet and telephone
voting procedures are designed to authenticate the Shareholder’s identity and to
allow Shareholders to vote their shares and confirm that their voting
instructions have been properly recorded.
If your
shares are registered in the name of a bank or brokerage firm, you may be
eligible to vote your shares electronically over the Internet or by
telephone. A large number of banks and brokerage firms are
participating in the Broadridge Investor Communications Services online program,
which provides eligible street name Shareholders the opportunity to vote via the
Internet or by telephone. If your bank or brokerage firm is
participating in the that program, they will furnish you with a proxy card with
instructions. If your proxy card does not reference Internet or
telephone information, please complete and return the proxy card in the
self-addressed, postage-paid envelope provided.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information known to the Fund with respect to
beneficial ownership of the Fund’s common stock as of January 1, 2009: (i) for
all persons who are beneficial owners of 5% or more of the outstanding shares of
the Fund’s common stock; (ii) each director of the Fund; and (iii) all executive
officers and directors of the Fund as a group:
Name
of Beneficial Owner
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Number of Shares
Beneficially Owned Directly or
Indirectly
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Percent of
Class
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Russell
Cleveland, Chairman, President, Chief Executive
Officer
and Director(1)
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412,770 |
(2) |
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9.3 |
% |
Peter
Collins, Director
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2,341 |
(3) |
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0.1 |
% |
Charles
C. Pierce, Jr., Director
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2,250 |
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0.1 |
% |
Ernest
C. Hill, Director
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0 |
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0.0 |
% |
J.
Philip McCormick, Director
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3,500 |
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0.1 |
% |
All
directors and officers of the Fund as a group (9 persons)
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432,452 |
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9.6 |
% |
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(1)
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“Interested
person” as defined by the 1940 Act.
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(2)
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Consists
of 33,502 shares owned by the Cleveland Family Limited Partnership,
335,468 shares owned by RENN Investment Limited Partnership, and 43,800
shares owned by RENN Capital Group, Inc.
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(3)
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Includes
130 shares owned by Hilary Collins, Mr. Collins’
spouse.
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PROPOSAL
ONE
Withdrawal
of the Fund’s election to be treated as a BDC pursuant to Section 54(c) of
the
1940
Act, and to continue operations as a registered closed−end management investment
company
The
Conversion
On March
14, 1994, the Fund filed an election to become a BDC. The Fund
elected BDC status intending to make investments into developing businesses,
investing primarily in privately placed convertible securities and equity
securities of emerging growth companies. The Fund generally expected
that it would provide managerial assistance to such companies. At the
time of its election, the Fund believed that its operating model was best
effected through the BDC structure. As a BDC, the Fund has been
subject to certain provisions of the 1940 Act, including certain provisions
applicable only to BDCs, although it is excepted from other provisions of the
1940 Act applicable to registered closed-end management investment
companies. BDCs generally are provided greater flexibility with
respect to management compensation, capital structure, transactions involving
affiliates and other matters than registered closed-end investment
companies. Nevertheless, as a BDC, the Fund remains subject to
significant regulation of its activities, most notably, greater restrictions on
permitted types of investments than registered closed-end management investment
companies generally. As a BDC, the Fund generally must invest at
least 70% of its total assets in “eligible portfolio companies” and certain
other qualifying assets as defined in the 1940 Act.
In
consideration of the planned future operations of the Fund, the Board has
evaluated and discussed the feasibility of the Fund’s continuing as a
BDC. The Board believes that given the nature of the Fund’s business
and increasing focus on investment in U.S.- listed international companies, the
regulatory regime governing BDCs is no longer appropriate and will hinder the
Fund’s future growth.
From time
to time in recent years, the Fund has been presented with attractive
opportunities to invest in companies operating
internationally. However, as a BDC, the Fund generally must invest at
least 70% of its total assets in “eligible portfolio companies” – which do not
include companies who are not domiciled in the U.S. or do not have their
principal place of business here—and certain other qualifying assets as defined
in the 1940 Act. Thus, in many cases the regulatory regime under
which the Fund now operates has prevented the Fund from taking advantage of what
RENN Group believes to be attractive investment opportunities. As a
result, throughout 2008, the Board has discussed and evaluated the impact on the
Fund of the regulatory regime governing BDCs under the 1940 Act and the
limitations on the Fund’s investments, and determined that it would be in the
best interests of the Fund and its Shareholders to withdraw the Fund’s BDC
election and convert the Fund into a registered closed-end management investment
company in order to permit the Fund to invest more broadly in U.S.- listed
international companies (the “Conversion”).
The Board
noted that the Conversion would decrease the management fees paid by the Fund
because the incentive fee permitted to be charged to the Fund as a BDC would not
be permitted after the Conversion and thus would no longer be
assessed. There will be no increase, either direct or indirect, in
the base management fee, which is calculated at an annual rate of 1.75 percent
(0.4375 on a quarterly basis) of the Fund’s net assets. As the change
to the management fee—the elimination of the incentive fee—results in a lower
fee to the Fund, that change does not require Shareholder
approval. This change in the management fee was not a significant
factor in the Board’s decision to withdraw the Fund’s election to be treated as
a BDC. The Conversion is not anticipated to result in a change in the
way the Fund values its assets nor is it expected to have any material impact on
the Fund’s assets. The Board is not aware of an increase in expenses
that will result from the Conversion.
After
consideration of the factors described above, on December 30, 2008, the Board
unanimously approved a formal proposal to recommend to the Shareholders that the
Board be authorized to withdraw the Fund’s election to be treated as a BDC and,
as contemplated by the Articles, continue operations as a registered closed-end
management investment company subject to other registration requirements under
the 1940 Act.
The Fund
has undertaken several steps in anticipation of meeting the requirements for
withdrawal of its election to be treated as a BDC, including: (1) consulting
with outside counsel as to the requirements for withdrawing election as a BDC
and continuing operations as a registered closed-end management investment
company; and (2) preparing for registration and operation as a closed-end
investment company.
If
Shareholders approve this proposal to permit the Fund to withdraw its BDC
election, the withdrawal will become effective upon receipt by the Securities
and Exchange Commission (the “SEC”) of the Fund’s notice of withdrawal on Form
N-54C. The Fund will file a notification of registration under the
1940 Act on Form N-8A with the SEC to register as a closed-end investment
management company on the same day that it files the Form N-54C. The
Fund intends to file a registration statement under the 1940 Act on Form N-2
within three months thereafter.
Impact
of Conversion on Regulatory Requirements
After its
Conversion to a registered closed-end investment management company, the Fund
will be subject to regulatory requirements that are different from those to
which it was subject as a BDC. In particular, after the Conversion:
Shareholders will only receive full financial information of the Fund on a
semi-annual, rather than quarterly, basis. The filings would be made
on Forms N-CSR, N-SAR, and N-Q in lieu of the Forms 10-K and 10-Q that the Fund
is currently required to file. For the quarter-end periods for which
a semi-annual or annual report is not filed, the Fund will be required to file
Forms N-Q, which set forth information about portfolio holdings but do not
contain other financial information.
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§
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The
Fund will no longer be required to file reports of current material events
on Form 8-K or any other similar
form.
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§
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The
Fund, as a registered closed-end investment management company, will be
subject to stricter compliance requirements with regard to principal and
joint transactions with its affiliates under the 1940 Act, and will be
limited in its ability to continue to co-invest in negotiated transactions
such as private placements with an affiliated investment fund unless and
until the Fund obtains an amendment to its existing co-investment
exemptive order previously obtained from the SEC, pursuant to which it has
historically engaged in such co-investment
transactions.
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§
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The
Fund will no longer be: (1) subject to the requirement that it
maintain a ratio of assets to senior securities of at least 200% and
instead will be required to maintain a ratio of assets to senior
securities of at least 300%; (2) required to ensure that a
majority of the directors are persons who are not “interested persons” of
the Fund or its investment adviser as that term is defined in Section
2(a)(19) of the 1940 Act (however, the Fund intends to maintain a board
having a majority of its members who are not “interested
persons”); and (3) subject to the other provisions and
protections set forth in Sections 55 through 64 of the 1940 Act and the
rules and regulations promulgated thereunder, but will be subject to the
rest of the provisions and protections set forth in the 1940 Act
applicable to closed-end funds.
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§
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The
Fund will be required to adopt and observe fundamental policies as
required under Sections 8 and 13 of the 1940 Act. These
fundamental policies—listed below—cannot be changed without the approval
of the holders of a majority of the Fund’s outstanding voting securities,
which for these purposes means the lesser of (a) 67% of the shares of the
Fund present or represented by proxy at a meeting if the holders of more
than 50% of the outstanding shares are present or represented at the
meeting or (b) more than 50% of outstanding shares of the
Fund. A recital of the Fund’s policies in respect of the
following types of activities is set forth
below:
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(1)
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The
Fund does not generally intend to borrow money, except as permitted by the
1940 Act, the rules thereunder and any interpretations or exemptions from
the 1940 Act;
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(2)
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The
Fund intends to limits its issuance of senior securities, as defined in
the 1940 Act, to the borrowings permitted by investment restriction (1)
above. The 1940 Act currently defines a “senior security” as
any bond, debenture, note or similar obligation or instrument constituting
a security and evidencing indebtedness and any stock of a class having
priority over any other class as to distribution of assets or payment of
dividends. Debt and equity securities issued by a closed-end investment
company meeting the foregoing asset coverage provisions are excluded from
the general 1940 Act prohibition on the issuance of senior
securities;
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(3)
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The
Fund reserves the freedom of action to engage in the purchase of
securities on margin. However, the purchase of investment assets with the
proceeds of a permitted borrowing or securities offering will not be
deemed to be the purchase of securities on margin. At present
the Fund has no margin balances;
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(4)
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The
Fund will not underwrite securities issued by other persons, except
insofar as it may technically be deemed to be an underwriter under the
Securities Act of 1933, as amended, in selling or disposing of a portfolio
investment, or participating in a secondary offering of a portfolio
investment;
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(5)
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The
Fund reserves the freedom of action to engage in the making of loans to
other persons, including by (a) the acquisition of obligations in which
the Fund is authorized to invest in accordance with its investment
objectives and policies, (b) entering into repurchase agreements, or (c)
lending its portfolio securities;
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(6)
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The
Fund will not generally purchase or sell real estate, although it may
purchase and sell securities which are secured by interests in real
estate, securities of issuers which invest or deal in real estate,
securities of real estate investment trusts and other securities that
represent a similar indirect interest in real estate. The Fund reserves
the freedom of action to hold and to sell real estate acquired as a result
of the ownership of securities; and
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(7)
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The
Fund will not generally purchase or sell physical commodities or contracts
for the purchase or sale of physical commodities. Physical commodities do
not include futures contracts with respect to securities, securities
indices, currencies, interest or other financial instruments. The Fund may
invest in currency instruments and contracts and financial instruments and
contracts that might be deemed to be commodities and commodities
contracts.
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The Fund
believes that adherence to these fundamental policies will not cause any
material change in the Fund’s operations or expose the Fund to materially
greater investment risks.
The Fund
does not have a basis to believe that the Conversion will have an impact on the
market price of the Fund’s securities, including the discount to its net asset
value at which its securities trade. However, there can be no
assurance that the Conversion will not have an impact on such
value.
Timing
If
Shareholders approve the proposal to authorize the Board to withdraw the Fund’s
election to be regulated as a BDC, the Board will file a Form N-54C to effect
the withdrawal as soon as practicable thereafter.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except in
their capacity as Shareholders (which interest does not differ from that of the
common shareholder), none of the Fund’s officers, directors or any of their
respective affiliates has any interest in the withdrawal of the Fund’s election
to be regulated as a BDC.
The Board, including the independent
directors, unanimously recommends that the Shareholders vote to authorize the
Board to withdraw the Fund’s election to be treated as a business development
company pursuant to Section 54(c) under the 1940 Act and to continue operations
as a registered closed-end management investment company.
PROPOSAL
TWO
Amendment
to the Articles
Currently, Article One of the Articles
states that the name of the Fund is Renaissance Capital Growth & Income Fund
III, Inc. On December 30, 2008, the Board unanimously approved a
formal proposal to recommend to the Shareholders that the Shareholders adopt an
amendment to the Articles to change the Fund’s name to RENN Global Entrepreneurs
Fund, Inc.
If the Shareholders approve the
amendment to Articles, then the Board will amend the Articles to change the
Fund’s name to RENN Global Entrepreneurs Fund, Inc. as soon as practicable by
filing Articles of Amendment to the Articles with the Secretary of State of the
State of Texas. If the amendment to the Articles is not approved by
the Shareholders, the existing Articles will continue in effect and the Fund’s
name will remain the same.
Reasons
For and Effect of the Amendment
The sole purpose of the amendment to
the Articles is to change the Fund’s name to more properly reflect the current
nature of the Fund’s business and the Fund’s increasing focus on investment in
international companies. The amendment will have no effect on the
Fund other than to change its name.
No
Dissenter’s Rights
The Texas Corporation Business Act does
not grant shareholders of a Texas corporation dissenter’s rights with respect to
the amendment to the Articles.
Amendment
If the amendment is approved, the
Articles will be amended by deletion of Article One in its entirety and
inserting in its place the following:
“ARTICLE
ONE
The name
of the corporation (hereinafter called the “Corporation”) is RENN Global
Entrepreneurs Fund, Inc.”
The
Board, including the independent directors, unanimously recommends that the
Shareholders vote to authorize the amendment to the Articles.
NO
OTHER BUSINESS
There
will be no other business to be presented at the Special Meeting.
SUBMISSION
OF SHAREHOLDER PROPOSALS
The
Company has not received any Shareholder proposals to be considered for
presentation at the Special Meeting. Under the proxy rules of the
SEC, Shareholder proposals may, under certain conditions, be included in the
Company’s proxy statement and proxy for a particular meeting. Under
these rules, proposals submitted for inclusion in the Company’s proxy materials
must be received by the Company within a reasonable time before the solicitation
is made. The submission of a proposal does not guarantee its
inclusion in the Company’s proxy statement or presentation at the
meeting. Any Shareholder proposal should be sent to Corporate
Secretary, 8080 North Central Expressway, Suite 210, LB-59, Dallas, Texas
75206-1857.
SHAREHOLDER
COMMUNICATIONS WITH THE BOARD
Generally,
Shareholders who have questions or concerns regarding the Fund should contact
the Investor Relations Department at (214) 891-8294. However, Shareholders may
communicate with the Board by sending a letter to Board of Directors of the
Fund, c/o Corporate Secretary, 8080 North Central Expressway, Suite 210, LB-59,
Dallas, Texas 75206-1857. All communications must contain a clear
notation indicating that it is a “Shareholder--Board Communication” or a
“Shareholder--Director Communication” and must identify the author as a
Shareholder. The office of the Corporate Secretary will receive the
correspondence and forward appropriate correspondence to the Chairman of the
Board or to any individual director or directors to whom the communication is
directed. The Fund reserves the right not to forward to the Board any
communication that is hostile, threatening, illegal, does not reasonably relate
to the Fund or its business, or is similarly inappropriate. The
office of the Corporate Secretary has authority to discard or disregard any
inappropriate communication or to take any other action that it deems to be
appropriate with respect to any inappropriate communications.
You
are cordially invited to attend the Special Meeting of Shareholders in
person. Whether or not you plan to attend the Special Meeting, you
are requested to complete, date, sign and promptly return the accompanying proxy
card in the enclosed postage-paid envelope.
By Order
of the Board of Directors,
/s/ BARBE
BUTSCHEK
Barbe
Butschek, Secretary
Dallas,
Texas
February
9, 2009
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RENAISSANCE
CAPITAL GROWTH & INCOME FUND III, INC.
FOR
THE SPECIAL MEETING OF STOCKHOLDERS
MARCH
16, 2009
The
undersigned stockholder of Renaissance Capital Growth & Income Fund III,
Inc. (the “Fund”) acknowledges receipt of the Notice of Special Meeting of
Stockholders of the Fund and hereby appoints Russell Cleveland and Barbe
Butschek, and each of them, and each with full power of substitution, to act as
attorneys and proxies for the undersigned to vote all the shares of common stock
of the Fund which the undersigned is entitled to vote at the Special Meeting of
Stockholders of the Fund to be held at the Company’s offices, 8080 North Central
Expressway, Suite 210, LB-59, Dallas, Texas, on Monday, March 16, 2009, at 9:00
a.m., local time, and at all postponements or adjournments thereof, as indicated
on this proxy.
THIS
PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED BELOW; where
no choice is specified, it will be voted FOR Proposals 1 and 2.
Please
vote, sign and date this proxy on the reverse side and return it promptly in the
enclosed envelope.
(CONTINUED
ON REVERSE SIDE)
SPECIAL
MEETING OF STOCKHOLDERS
RENAISSANCE
CAPITAL GROWTH & INCOME FUND III, INC.
MARCH
16, 2009
VOTE
BY INTERNET - www.proxyvote.com
Use the
Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the cut-off date or
meeting date. Have your proxy card in hand when you access the web
site and follow the instructions to obtain your records, to create an electronic
voting instruction form, and to cast your vote.
ELECTRONIC
DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you
would like to reduce the costs incurred by the Fund in mailing
proxy materials, you can consent to receiving all future proxy statements, proxy
cards and annual reports electronically via e-mail or the
Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when prompted, indicate that
you agree to receive or access stockholder communications electronically in
future years.
VOTE
BY PHONE - 1-800-776-9437
Use any
touch-tone telephone to transmit your voting instructions up until 11:59 P.M.
Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have
provided.
PLEASE
DATE, SIGN AND MAIL YOUR PROXY CARD
IN
THE ENVELOPE PROVIDED AS SOON AS POSSIBLE
Please
Detach and Mail in the Envelope Provided
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 and 2.
1. To
consider and vote upon a proposal to authorize the board of directors of
the Fund to withdraw the Fund’s election to be treated as a business
development company pursuant to Section 54(c) of the Investment Company
Act of 1940, as amended, and to continue operations as a registered
closed-end investment company; and
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FOR
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AGAINST
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ABSTAIN
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2. To
approve an amendment to the Fund’s Restated Articles of Incorporation to
change the name of the Fund from Renaissance Capital Growth & Income
Fund III, Inc. to RENN Global Entrepreneurs Fund, Inc.
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FOR
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AGAINST
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ABSTAIN
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IMPORTANT:
Please sign your names exactly as shown hereon and date your proxy in the blank
provided. For joint accounts, each joint owner must
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If the holder is a
corporation or partnership, please fill in the full corporate or partnership
name and your title of authority for such corporation or
partnership.
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SIGNATURE
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DATE
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SIGNATURE
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DATE
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IF
HELD JOINTLY
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