RENN Global Entrepreneurs Fund, Inc. (Form: N-2, Received: 08/20/2009 13:12:17)

1940 Act File No. 811-22299

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-2

[ X ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

RENN Global Entrepreneurs Fund, Inc .
(Exact Name of Registrant as Specified in Charter)

8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
(Address of Principal Executive Officers)

(214) 891-8294
(Registrant’s Telephone Number, including Area Code)

G. Russell Cleveland, President
RENN Global Entrepreneurs Fund, Inc.
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
(Name and Address of Agent for Service)

Copies to:

Steven B. Boehm
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2415

It is proposed that this filing will become effective:

[ ] when declared effective pursuant to Section 8(c).

Table of Contents

Form N-2 - Parts A, B and C

Part A - Prospectus	Page
General Description of the Fund	1
General Investment Policies	1
Fundamental Investment Policies	2
Risk Factors	3
Management	8
Board of Directors	8
Investment Adviser	8
Portfolio Management	8
Custodian	9
Transfer Agent	9
Expenses	9
Control Persons	9
Capital Stock and Other Securities	9
Capital Stock	9
Dividend Reinvestment Plan	9
Taxes	10
Outstanding Securities	10
Defaults and Arrears on Senior Securities	10
Legal Proceedings	10


Part B – Statement of Additional Information		Page

General Information and History		SAI-1
Investment Objectives and Policies		SAI-1
Management		SAI-2
Committees and Meetings		SAI-4
Independent Directors’ Relationships with the Fund, the Adviser, and Affiliates		SAI-5
Director and Officer Compensation		SAI-5
Code of Ethics		SAI-6
Proxy Voting Policies and Procedures		SAI-6
Proxy Voting Records		SAI-7
Control Persons and Principal Holders of Securities		SAI-7
Investment Advisory and Other Services		SAI-7
Investment Adviser		SAI-7
Custodian		SAI-8
Independent Public Accountant		SAI-8
Portfolio Managers		SAI-8
Brokerage Allocation and Other Practices		SAI-9
Tax Status		SAI-9
Financial Statements		SAI-10

Part C – Other Information		Page

Financial Statements and Exhibits		C-1
Index to Financials Contained in Parts A and B		C-1
Exhibits		C-2
Persons Controlled by or Under Common Control with the Fund		C-2
Indemnification		C-2
Business and Other Connections of Investment Adviser		C-2
Number of Holders of Securities		C-2
Location of Accounts and Records		C-2
Management Services		C-3
Signatures		C-3

Part A

Prospectus

Responses to Item 1, 2, 3.2, 4, 5, 6, and 7 of Part A have been omitted pursuant to Paragraph 3 of Instruction G of the General Instructions to Form N-2.

General Description of the Fund

The Fund, a Texas corporation organized on January 20, 1994, is a non-diversified, closed-end management investment company. The investment objective of the Fund is to provide its shareholders primarily with long-term capital appreciation by investing in convertible debentures, convertible preferred and other equity securities of U. S. listed emerging growth companies, particularly in China.

General Investment Policies

The Fund invests primarily in emerging growth public companies that are generally not available to the public and which typically require substantial financial commitment. An emerging growth company is generally considered to have the following attributes: (1) either a publicly held company with a relatively small market capitalization or a privately held company; (2) an established operating history but of a limited period so as to not have fully developed its market potential for the products or services offered; and (3) a provider of a new or unique product or service that allows the company an opportunity for exceptional growth. Emerging growth companies typically require non-conventional sources of financing because the extent and nature of the market for their products or services is not fully known. Consequently, there is uncertainty as to the rate and extent of growth and also uncertainty as to the capital and human resources required to achieve the goals sought.

The Fund emphasizes investing in equity investments in small and micro-cap companies. In addition, the Fund may invest in privately placed common stock of publicly traded issuers which are initially restricted from trading. To a lesser extent, the Fund may participate in bridge financings in the form of loans or other preferred securities which are convertible into common stock of the issuer or issued together with equity participation, or both, for companies which the Fund anticipates will complete a stock offering or other financing within one or more years from the date of the investment. The Fund may also make bridge loans, either secured or unsecured, intended to carry the borrower to a private placement or an initial public offering, or to a merger, acquisition, or other strategic transaction.

Investments in portfolio companies will typically be individually negotiated, non-registered for public trading, and subject to legal and contractual investment restrictions. Accordingly, the portfolio investment will generally be considered non-liquid.

The Fund has no fixed policy concerning the types of businesses or industry groups in which it may invest or as to the amount of funds that it will invest in any one issuer.

In the event the Fund elects to participate as a member of a portfolio company’s board of directors, either through advisory or full membership, the Fund’s nominee to the board will generally be selected from among the officers of its Investment Adviser, RENN Capital Group, Inc. (“RENN Group”). At the discretion of RENN Group, RENN Group may select, as an alternate nominee, an outside consultant who has prior experience as an independent outside director of a public company. Presently, officers of the Fund serve as directors of four portfolio companies.

The Fund has no fixed dividend policy. The Fund’s Board of Directors will periodically consider the declaration of either a cash dividend and/or a deemed dividend. “Deemed dividends” are declared dividends of realized capital gains that are retained in the Fund for investment net of taxes, and are deemed by the IRS to be distributed to the

Part A

Prospectus

Fund’s stockholders. Under the Internal Revenue Code the Fund must withhold taxes at the maximum corporate rate of 35% and transfer them directly to the IRS, inform the stockholders via a Form 1099 of their proportionate amount of the taxes deposited on their behalf, and advise the stockholders how to apply the tax deposit to their personal taxes for that year. The remainder of the dividend is retained by the Fund for investment. The stockholders are allowed to increase the basis in their holdings by their share of the amount retained for investment, and to claim as a tax credit the portion of the withholdings remitted by the Fund to the IRS on their behalf. Any stockholder who has no tax liability may apply for refund of the tax credit.

The Fund has no specific policy regarding a desired or threshold portfolio turnover rate.

Although the Fund has no intent to change its current investment objectives as described above, they may be changed without a vote of the holders of a majority of the Fund’s common stock.

Fundamental Policies

The 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:

The Fund intends to borrow money under only limited circumstances, as permitted by the 1940 Act, the rules thereunder and any interpretations or exemptions from the 1940 Act. As an operating policy, however, which may be changed without a vote of shareholders, the Fund may borrow up to 33% of the Fund’s net asset value as of the time of borrowing for purposes of taking advantage of investments deemed to be in the best interest of the Fund or may borrow such amounts as deemed necessary and prudent as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.

The Fund intends to limit 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 asset coverage provisions set forth in Section 18 of the 1940 Act are excluded from the general 1940 Act prohibition on the issuance of senior securities.

The Fund reserves the freedom of action to engage in the purchase of securities on margin in accordance with the 1940 Act. (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. See Item 1 above for intents and limits with regard to borrowing.

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.

The Fund reserves the freedom of action to engage in the making of loans to other persons 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. There is no policy limiting the amount of loans for portfolio investment purposes or repurchase of its own shares.

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. There is no policy limiting the amount or percentage of real estate holdings which may be acquired indirectly through its portfolio collateral interests.

Part A

Prospectus

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.

The Fund will be classified as non-diversified, as such classification is defined by Section 5 of the 1940 Act. As a non-diversified company, the Fund is not required to invest in a particular number of issuers and the net asset value of the Fund may be subject to greater fluctuation.

The Fund will not concentrate its investments in any particular industry or group of industries. For the purposes of its classification, the Fund deems an investment of 25% or more of its assets in any particular industry or group of industries as a concentration in that industry or group of industries.

Risk Factors

An investment in the Fund is subject to a number of risks and special considerations, including the following:

Market Risk

The market price of securities owned by the Portfolio may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The value of a security may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than fixed income securities.

Our Growth is Dependent on Investing in Quality Securities.

Sustaining growth depends on our ability to identify, evaluate, finance, and invest in companies that meet our investment criteria. Accomplishing such results on a cost-effective basis is a function of our marketing capabilities and skillful management of the investment process. Failure to achieve future growth could have a material adverse effect on our business, financial condition, and results of operations.

Failure to Invest Capital Effectively May Decrease Our Stock Price.

If we fail to invest our capital effectively, our return on equity may be decreased, which could reduce the price of the shares of our common stock.

There is a Highly Competitive Market for Investments.

We have significant competition for investment opportunities. Competitive sources for growth capital include insurance companies, banks, equipment leasing firms, investment bankers, venture capital and other private equity funds, money managers, hedge funds, and private investors. Many of these sources have substantially greater financial resources than are available from the Fund. Therefore, we will have to compete for investment opportunities based on its ability to respond to the needs of the prospective portfolio company.

Part A

Prospectus

We Invest in Emerging Growth Companies

We invest a large portion of our assets in restricted securities issued by emerging growth public companies, some of which have operated at losses or have experienced substantial fluctuations in operating results. Typically, such companies depend for their success on the management talents and efforts of one person or a small group of persons, so that the death, disability or resignation of such person or persons could have a materially adverse impact on them. Moreover, smaller companies frequently have narrower product lines and smaller market shares than larger companies and, therefore, may be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Such companies may face intense competition, including competition from companies with greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities, and a larger number of qualified managerial and technical personnel. Because these companies generally have highly leveraged capital structures, reduced cash flow resulting from an adverse business development, shift in customer preferences, or an economic downturn or the inability to complete a public offering or other financing may adversely affect the return on, or the recovery of, the Fund’s investment. Investment in such companies, therefore, involves a high degree of business and financial risk, which can result in substantial losses and, accordingly, should be considered highly speculative. No assurance can be given that our investments will not result in substantial or complete losses.

We Invest in Foreign Securities

Investment in foreign securities presents additional risk. Foreign risk is the risk that foreign securities will be more volatile than U.S. securities due to such factors as adverse economic, currency, political, social or regulatory developments in a country, including government seizure of assets, excessive taxation, limitations on the use or transfer of assets, the lack of liquidity or regulatory controls with respect to certain industries or differing legal and/or accounting standards. Foreign securities are subject to the risk that it may become difficult to obtain publicly available information concerning the issuers of those securities. We may invest in companies located in countries with emerging markets. These markets are generally more volatile than the markets of developed countries with more mature economies.

Additionally, we would expect that the directors, executive officers and a substantial portion of the assets of foreign companies would be located in those countries. It may be difficult for us to obtain a judgment in a court outside the U.S. to the extent that there is a default with respect to the security of a portfolio company located in a foreign jurisdiction or with respect to any other claim that we may have against any such issuer or its directors and officers. As a result, even if we initiate a suit against the portfolio company in a U.S. court, it may not be possible for us to effect service of process in a foreign jurisdiction. Moreover, if we obtain a judgment in a U.S. court, it may be difficult to enforce such judgment abroad.

Our Portfolio Investments are of a Long-term Character

It is expected that debt investments made in accordance with our investment objectives will typically yield a current return from the time they are made, but equity investments will generally produce gains, if any, only after three to five years. In a substantial portion of cases our investments will likely not generate distributable income in the early years of investment. There can be no assurance that either a current return or capital gains will actually be achieved.

We Invest Substantially in Equity Investments in Small- and Micro-Cap Companies.

Our equity investments are focused on common stocks of small-cap and micro-cap companies. We will, therefore, be particularly sensitive to the risks associated with smaller companies. The general risks associated with equity securities are particularly pronounced for securities issued by companies with small market capitalizations. Micro-cap and other small capitalization companies may offer greater opportunities for capital appreciation than larger companies, but may also involve certain special risks. They are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small management group. Securities of smaller companies may trade less frequently and in lesser volume than more widely held securities, and their values may fluctuate more sharply than other securities. They may also trade in the over-the-counter market or may otherwise have limited liquidity. These securities may, therefore, be more vulnerable to adverse developments than securities of larger companies.

Part A

Prospectus

In addition, we may have difficulty establishing or closing out our securities positions in smaller companies at prevailing market prices. Also, there may be less publicly-available information about smaller companies or less market interest in their securities as compared to larger companies, and it may take longer for the prices of the securities to reflect the full value of the issuers’ earnings potential or assets.

Certain Portfolio Companies May Lack Publicly Available Information

Some of the securities in our portfolio are issued by privately held companies. There is generally little or no publicly available information about such companies, and we must rely on the diligence of our management to obtain the information necessary for our decision to invest. There can be no assurance that such diligence efforts will uncover all material information necessary to make fully informed investment decisions.

We Are Dependent on Key Management

Selecting, structuring and closing our investments depends upon the diligence and skill of our management, which is responsible for identifying, evaluating, negotiating, monitoring and disposing of our investments. Our management's capabilities will significantly impact our results of operations. If the Fund loses any member of its management team and he or she cannot be promptly replaced with an equally capable team member, our results of operations could be significantly impacted.

Our Results May Fluctuate

Our operating results may fluctuate materially due to a number of factors including, among others, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our portfolio companies’ markets, the ability to find and close suitable investments, and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Certain Restricted Securities Have an Uncertain Value

Our net asset value is based on the values assigned to the various investments in our portfolio, determined in good faith by our board of directors. Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, our fair value determinations may differ materially from the values which would be applicable to unrestricted securities having a public market.

Illiquid Securities May Adversely Affect Our Business

Our portfolio contains securities which are subject to restrictions on sale because they were acquired from issuers in "private placement" transactions or because we are deemed to be an affiliate of the issuer. Unless an exemption from the registration requirements of the Securities Act of 1933 is available, we will not be able to sell these securities publicly without the expense and time required to register the securities under applicable federal and state securities laws. In addition, contractual or practical limitations may restrict our ability to liquidate our securities in portfolio companies because we may own a relatively large percentage of the issuer's outstanding securities. Sales may also be limited by unfavorable market conditions. The illiquidity of our investments may preclude or delay the disposition of such securities, which may make it difficult for us to obtain cash equal to the value at which we record our investments.

We May Invest in Highly Leveraged Portfolio Companies

Some of our portfolio companies could incur substantial indebtedness in relation to their overall capital base. Such indebtedness often requires the balance of the loan to be refinanced when it matures. If portfolio companies cannot generate adequate cash flow to meet the principal and interest payments on their indebtedness, the value of our investments could be reduced or eliminated through foreclosure on the portfolio company's assets or by the portfolio company's reorganization or bankruptcy.

Part A

Prospectus

Our Stock Price May Fluctuate Significantly

The market price of our common stock may fluctuate significantly. The market price and marketability of shares of our common stock may from time to time be significantly affected by numerous factors, including our investment results, market conditions, and other influences and events over which we have no control and that may not be directly related to us.

We May Fail to Meet Listing Standards

We are current in our SEC filings, and we believe we have met all our listing requirements on the NYSE AMEX Exchange. However, there can be no assurance that we will continue to meet the NYSE AMEX Exchange listing standards or any other listing standards, and the stock could be delisted.

We Invest in Higher Risk Investments

The Fund is designed for long-term investors. Investors should not rely on the Fund for their short-term financial needs. The value of the higher-risk securities in which the Fund invests will be affected by general economic conditions, the securities market, the market for public offerings, specific industry conditions, and the management of the individual issuer.

The Fund’s investments are considered “high risk” due to the fact that the Fund invests primarily in emerging growth companies, which involve more risk than those of more well-established companies. Earnings and trading of emerging growth companies tend to be less predictable than those of more established companies.
Additionally, the Fund may not achieve its investment objectives.

We May be Subject to Market Price Disparities

Shares of closed-end management investment companies typically trade at a discount from net asset value. At July 31, 2009, the Fund’s shares traded at a 32.7% discount to their net asset value. This characteristic of shares of closed-end investment companies is separate and distinct from the risk that the Fund’s net asset value per share will decline. It is not possible to predict whether the Fund’s shares will trade at, above or below net asset value.

We May Need Follow-On Investments in Portfolio Companies

Following its initial investment, the Fund may make additional debt and equity investments in its portfolio companies (“Follow-On Investments”) in order to increase its investment in a successful portfolio company, to exercise securities that were acquired in the original financing, to preserve the Fund’s proportionate ownership when a subsequent financing is planned, or to protect the Fund’s initial investment when such portfolio company’s performance does not meet expectations. The failure or inability to make such Follow-On Investments may, in certain circumstances, jeopardize the continued viability of a portfolio company and the Fund’s initial investment in that company.

We Are Dependent on the Securities Market

The investment strategy of the Fund is based in large part upon the securities markets in general and the market for public offerings in particular. Changes in the securities markets and general economic conditions, including economic downturns, fluctuations in interest rates, the availability of credit, inflation and other factors, may affect the value of investments of the Fund. There can be no assurance that the securities markets will, at any point in time, be receptive to initial public offerings, particularly those of emerging growth companies. Any adverse change in the market for public offerings could have a material adverse effect on the Fund and could impact the Fund’s ability to realize its investment objectives.

Part A

Prospectus

Lack of Diversification

The Fund is classified as a “non-diversified” investment company under the 1940 Act, which means that the Fund is not limited by the 1940 Act in the proportion of its assets that may be invested in the securities of a single issuer. However, the Fund has in the past conducted and intends to continue to conduct its operations so as to qualify as a regulated investment company (“RIC”) for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), which will relieve the Fund of any liability for federal income tax if its earnings are timely distributed to stockholders and it meets certain diversification requirements. The RIC requirements for diversification require that the Fund must limit its investments so that, at the close of each quarter of the taxable year: (i) no more than 25% of the market value of the Fund’s total assets is invested in the securities of a single issuer or in a group of issuers which are owned 20% or more by the Fund and are in the same industry; and (ii) at least 50% of the market value of the Fund’s total assets is invested in cash and cash items, receivables, and securities of issuers in which the Fund neither invested more than 5% of the Fund’s total assets nor owns more than 10% of the issuer’s outstanding voting securities.
To the extent the Fund takes large positions in the securities of a small number of issuers, the Fund’s net asset value and the market price of its shares may fluctuate as a result of changes in the financial condition or in the market’s assessment of such issuers to a greater extent than that of a diversified investment company.

Generally, the Fund does not intend to invest more than 15% of the value of its assets in a single portfolio company. However, market value appreciation and follow-on investments may result in greater than 15% of the Fund’s assets being invested in a single portfolio company. While these restrictions limit the exposure of the capital of the Fund in any single investment, the Fund’s capital is invested in a limited number of portfolio companies, and financial difficulty on the part of any single portfolio company would expose it to a greater risk of loss than would be the case if it were a “diversified” company holding numerous investments. At July 31, 2009, the Fund had investments in 27 portfolio companies, of which one exceeds 15% of the value of its net assets.

Concentration of Investments in a Limited Number of Industries

To the extent that the Fund’s investments are made only in a small number of industries, the Fund would be exposed to the risk of adverse developments affecting any single industry to a greater extent than if its investments were dispersed over a greater variety of industries. The Fund spreads its investments among several industries. A fundamental policy of the Fund is to invest less than 25% of the Fund’s assets in portfolio companies in any particular industry or group of industries, determined as of the time of investment.

Loss of Pass-Through Tax Treatment

As related above under “Lack of Diversification,” the Fund intends to qualify as a regulated investment company (“RIC”) under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, which will relieve the Fund of any liability for federal income tax if its earnings are timely distributed to stockholders and it meets certain diversification requirements. The Fund may cease to qualify for such pass-through tax treatment as a RIC if it is unable to comply with those requirements. Failure to qualify as a RIC would subject the Fund to federal income tax as if the Fund were an ordinary corporation, which could result in a substantial reduction in both the Fund’s net assets and the amount of income available for distributions to shareholders. It may also become subject to a 4% nondeductible excise tax if it fails to make certain distributions.

Inability to Raise Additional Capital

A closed-end fund is by definition a finite pool of assets. If the Fund is unable to raise additional cash, the Fund may be limited in its ability to grow. Without additional cash with which to make new investments, the Fund may have to liquidate an existing holding in order to make a new investment. The liquidation of an existing holding may or may not be possible and may or may not be advantageous to the Fund.

Part A

Prospectus

Management

Board of Directors

The Board of Directors of the Fund is responsible for the management of the Fund, including general supervision of the duties performed by the Fund’s investment adviser on the Fund’s behalf. Pursuant to the Fund’s Articles of Incorporation and Bylaws, the Board of Directors consists of five directors and is divided into three classes. Each class serves for a three-year term.

Investment Adviser

RENN Capital Group, Inc. (the “Investment Adviser” or “RENN Group”), located at 8080 N. Central Expressway, Suite 210, LB 59, Dallas, Texas 75206, provides investment advisory services to the Fund pursuant to an Investment Advisory Agreement between the Fund and RENN Group. RENN Group is primarily responsible for the selection, evaluation, structure, valuation and administration of the Fund’s investment portfolio. RENN Group also serves as the investment adviser as to a portion of the investments of Global Special Opportunities Trust PLC and as to all of the investments of Renaissance US Growth Investment Trust, PLC, investment trusts listed on the London Stock Exchange. RENN Group is also the investment adviser as to all investments of Premier RENN Entrepreneurial Fund Limited, a Guernsey open-end investment company, and the investment manager as to a portion of the Premier China Opportunities Fund Limited, each a Guernsey open-end investment company.

RENN Group is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is subject to the reporting and other requirements of the Advisers Act. RENN Group is 80% controlled by its President, Russell Cleveland, through indirect beneficial ownership by a family trust. He also is the sole Director of RENN Group. Pursuant to the Advisory Agreement, in addition to providing investment advice, RENN Group is responsible for the overall management of the Fund’s business affairs, subject to the authority and supervision of the Board of Directors of the Fund. RENN Group and its officers and employees devote such time to the Fund’s business as is necessary for the conduct of its operations. The Advisory Agreement is reviewed and approved annually by the Fund’s Board of Directors, including its independent directors, and a summary of the factors considered in approving the Advisory Agreement will be recited in each Semi-Annual Report to the Shareholders. Pursuant to the Advisory Agreement, RENN Group is entitled to receive a management fee from the Fund equal to 0.4375% of the Funds’ assets, as determined at the end of each quarter, with each payment due on the last day of the calendar quarter.

We intend to invest in companies that do business around the world. More specifically, we have and will continue to invest in US-listed Chinese companies. We have been investing in US-listed Chinese companies since about 2004. In making investment decisions about China, we rely on information gained from: (i) sell-side research on China and on US-listed Chinese companies, (ii) a network of contacts with knowledge of China, (iii) occasional visits to China, (iv) attending investor conferences that focus on US-listed Chinese companies, (v) meetings with Chinese management teams and (vi) other research tools.

Portfolio Management

The following individuals, who are employees of RENN Group, are responsible for the day-to-day management of the Fund’s portfolio: Their titles and length of service with regard to the Fund are as follows:

Name	Title as to the Fund	Length of Service with the Fund	Other Business Experience During Past 5 Years
G. Russell Cleveland	Chairman of the Board, President, Chief Executive Officer and Director	Class Three Director since 1994. .	President & Chief Executive Officer of RENN Group; and Director of Renaissance U.S. Global Investment Trust, a British closed-end fund which is a client of RENN Group, and which invests primarily in securities listed or domiciled in the U.S. and Canada

Part A

Prospectus


Name	Title as to the Fund	Length of Service with the Fund	Other Business Experience During Past 5 Years
Scott Engelhardt Douglass	Vice President	Since 2004.	Vice President and a portfolio manager of RENN Group
Zed Eric Stephens	Vice President	Since 2006.	Chief Operating Officer of RENN Group as of June 2009 and Vice President and a portfolio manager of RENN Group since 2006. Previously, Director of CBIZ Valuation Group

Each of the Portfolio Managers has also concurrently been a portfolio manager for four UK investment funds for their portfolios which are concentrated in U.S.-listed entities.
The Statement of Additional Information (the “SAI”) provides additional information about the above-mentioned Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers, and the Portfolio Managers’ ownership of securities in the Fund.

Custodian

The Fund’s investment securities and cash are held by The Frost National Bank, 100 W. Houston Street, San Antonio, TX 78205 as custodian.

Transfer Agent

American Stock Transfer & Trust Company, located at 6201 15 ^th Avenue, Brooklyn, NY 11219, serves as the Transfer Agent and Registrar for the Rights and Shares of the Fund, and also as the Plan Agent and the dividend disbursing agent of the Fund.

Expenses

The Fund will bear all of its directly allocable expenses, such as legal expenses, printing, telephone call charges, copy charges, accountant and other consultants’ fees, director fees, and shareholder meeting expenses. The Fund does not have any employee expense or lease expense. Any organizational or offering expenses were incurred more than ten years ago, and no new offering of securities is being made concurrent with this prospectus.

Control Persons

To the best of management’s knowledge, there are no control persons of the Fund.

Capital Stock and Other Securities

Capital Stock

The Fund has previously registered 10 million shares of common stock and does not currently have any preferred stock issued or outstanding. Each share of common stock is entitled to one vote; thus, each share of the Fund has equal rights and benefits.

Dividend Reimbursement Plan

Pursuant to the Dividend Reinvestment Plan (the “Reinvestment Plan”) each stockholder whose shares are registered in his or her own name will be deemed to have elected to have all dividends and distributions automatically reinvested in Fund shares unless such stockholder specifically elects to receive such on a current basis in lieu of

reinvestment. In the case of “Nominee Stockholders” (such as banks, brokers or nominees that hold shares for others who are beneficial owners), the Plan Agent, which is American Stock Transfer & Trust Co., will reinvest dividends for shares certified by such Nominee Stockholders as being elected by the stockholders to not receive dividends and distributions in cash.

Investors who own shares registered in the name of a Nominee Stockholder should consult with such Nominee as to participation or withdrawal from the Dividend Reinvestment Plan, if desired.

Taxes

The Fund intends to qualify for treatment under Subchapter M of the Code, which means that taxation of the Fund’s current income and realized gains will by-pass the Fund and will be taxable solely upon the shareholder. To qualify for the special treatment the Fund must distribute all of its net investment income and net realized gains to shareholders each year. These distributions of ordinary income and/or capital gains dividends are taxable proportionately to the shareholders. The Fund will inform shareholders of the amount and nature of the income or gains as distributions are made. Whether the income and gains are currently taxed or deferred depends on the shareholder’s individual tax situation.

Outstanding Securities

The Fund’s outstanding securities as of June 30, 2009, are as follow:

Title of Class

Amount Authorized

Amount Held by the Fund or

for its Account

Amount Outstanding Exclusive of Amount Shown Under

Common Stock

10,000,000 shares

None

(209,900 shares were issued, then retired)

4,463,967 shares

Defaults and Arrears on Senior Securities

There is no Long Term Debt or other Senior Securities as of the date of the filing of this N-2, so there are no defaults or dividends in arrears.

Legal Proceedings

There are no legal proceedings currently pending against the Fund or the Investment Adviser.

table of contents

Part b

statement of additional information


Table of Contents

Part B
Statement of Additional Information

Part B – Statement of Additional Information		Page
General Information and History		SAI-1
Investment Objectives and Policies		SAI-1
Management		SAI-2
Committees and Meetings		SAI-4
Independent Directors’ Relationships with the Fund, the Adviser, and Affiliates		SAI-5
Director and Officer Compensation		SAI-5
Code of Ethics		SAI-6
Proxy Voting Policies and Procedures		SAI-6
Proxy Voting Records		SAI-7
Control Persons and Principal Holders of Securities		SAI-7
Investment Advisory and Other Services		SAI-7
Investment Adviser		SAI-7
Custodian		SAI-8
Independent Public Accountant		SAI-8
Portfolio Managers		SAI-8
Brokerage Allocation and Other Practices		SAI-9
Tax Status		SAI-9
Financial Statements		SAI-10

Part B

Statement of Additional Information

RENN Global Entrepreneurs Fund, Inc.

8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
(214) 891-8294

This Statement of Additional Information (the “SAI”) is not a prospectus. The SAI should be read with the Prospectus set forth in Part A of this Form N-2. A copy of the Prospectus may be obtained by written request to Compliance Officer, RENN Global Entrepreneurs Fund, Inc., 8080 N. Central Expressway, Suite 210, LB 59, Dallas, Texas 75206 or from the SEC’s website at www.sec.gov.

General Information and History

On March 14, 1994, the Fund filed an election to be regulated as a business development company (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. In consideration of the planned future operations of the Fund, in December 2008 the Board evaluated and discussed the feasibility of the Fund’s continuing as a BDC. The Board believed 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 was no longer appropriate and would hinder the Fund’s future growth. The Fund received shareholder approval to withdraw its election to be treated as a BDC and continue its operations as a registered closed-end management investment company on May 15, 2009. The actual withdrawal and notice of its application to be registered under the Investment Company of 1940 took place on May 21, 2009.

At the same shareholder meeting, on May 15, 2009, the Fund received approval to change its name from Renaissance Capital Growth & Income Fund III, Inc. to RENN Global Entrepreneurs Fund, Inc., and the change took effect immediately.

Investment Objectives and Policies

Descriptions of the Fund’s current policies are described in the Prospectus recited in Part A of this Form N-2.

For 2007 and 2008 the Fund’s portfolio turnover rates were 21% and 8%, respectively. The turnover rates for this Fund vary appreciably from year to year because of the nature of its holding securities in emerging companies which may start off quite slow and then make a significant jump in value when registered or its management strategy comes to successful fruition. In other years, such as 2008, it may be deemed prudent to hold the long-term investments until the market rises again, so the turnover rate in those years will be quite low.

SAI-1

PART B

STATEMENT OF ADDITIONAL INFORMATION

Management

Name, Address ¹ and Age	Positions Held with the Fund	Term of Office and Length of Time Served		Principal Occupations During Past 5 Years		Number of Portfolios in Fund Complex Overseen by Director		Other Directorships Held by Director
*Independent Directors*
Peter Collins Age 65	Director		Class One Director since 1994. Term expires at Annual Meeting to be held in 2011.		Consultant and private investor		1		Oxbo International
J. Philip McCormick Age 67	Director		Class One Director since 2006. Term expires at the Annual Meeting to be held in 2011.		Consultant and private investor		1		Quest Energy Partners
Charles C. Pierce, Jr. Age 74	Director		Class Two Director since 2002. Term expires at the Annual Meeting held in 2009.		Retired Vice-Chairman of Dain Rauscher and private investor		1		None
Ernest C. Hill Age 69	Director		Class Three Director since 1994. Term expires at the Annual Meeting to be held in 2010.		Consultant		1		None
*Interested Director:*
G. Russell Cleveland ⁽²⁾ Age 70	Chairman of the Board, President, Chief Executive Officer and Director		Class Three Director since 1994. Term expires at the Annual Meeting to be held in 2010.		President & Chief Executive Officer of RENN Group; and Director of Renaissance U.S. Global Investment Trust, a British closed-end fund which is a client of RENN Group,		1			Cover-All Technologies, Inc.,

SAI-2

PART B

STATEMENT OF ADDITIONAL INFORMATION

Name, Address ²

and Age

Positions Held with the Fund

Term of Office and Length of Time Served

Principal Occupations During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Director

Other Directorships Held by Director

*Officers*
Barbara Ann Butschek Age 54	Secretary and Treasurer	Since 1994.	Senior Vice-President, Secretary and Treasurer, and minority shareholder of RENN Group.	None
Scott Engelhardt Douglass Age 50	Vice President	Since 2004.	Vice President of RENN Group since 2004; consultant on three sell-side firms in the roles of institutional sales and investment banking.	None



Zed Eric Stephens Age 41	Vice President	Since 2006.	Chief Operating Officer of RENN Group as of June 2009 and Vice President of RENN Group since 2006. Previously, Director of CBIZ Valuation Group	None

¹ The address of all such persons is c/o RENN Capital Group, Inc., 8080 N. Central Expressway, Suite 210, LB-59,

Dallas, Texas 75206.

² Russell Cleveland is an interested director by virtue of being the sole director and majority shareholder of RENN

Group, the Investment Adviser to the Fund, and by virtue of owning indirectly more than 5% of the voting
securities of the Registrant and being an executive officer thereof.

SAI-3

PART B

STATEMENT OF ADDITIONAL INFORMATION

Committees and Meetings

The Board has established an Audit Committee and a Nominating and Corporate Governance Committee. In 2008, the Audit Committee held 5 meetings and the Nominating and Corporate Governance Committee held 4 meetings.

The Audit Committee

During 2008, the Audit Committee consisted of Ernest C. Hill (Chairman), Charles C. Pierce, Jr., Peter Collins and J. Philip McCormick. The Board of Directors has determined that J. Philip McCormick satisfies the standard for “audit committee financial expert” within the meaning of the rules of the SEC. The SEC rules provide that audit committee financial experts do not have any additional duties, obligations or liabilities and are not considered experts under the U.S. Securities Act of 1933. The Audit Committee is comprised entirely of independent directors, and is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to:

	·	Appoint and approve the compensation of the Fund’s independent auditors, including those to be retained for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Fund;
	·	Review the scope of their audit services and the annual results of their audits;
	·	Monitor the independence and performance of the Fund’s independent auditors;
	·	Oversee generally the accounting and financial reporting processes of the Fund and the audits of its financial statements, generally;
	·	Review the reports and recommendations of the Fund’s independent auditors;
	·	Provide an avenue of communication among the independent auditors, management and the Board of Directors; and
	·	Address any matters between the Fund and its independent auditors regarding financial reporting.

The Fund’s independent auditors must report directly to the Audit Committee.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee was created in 2004 and is responsible for nominating individuals to serve as directors. The Nominating and Corporate Governance Committee is comprised of three directors, all of whom meet the independence and experience requirements of the American Stock Exchange Company Guide Section 803A, Rule 10A-3 under the Securities Exchange Act of 1934 and NASD Rule 4200(a)(15). Its members are Charles C. Pierce, Jr. (Chairman), Ernest C. Hill, and Peter Collins.

The Committee considers and recommends nominees for election as directors of the Fund. Shareholders wishing to recommend qualified candidates for consideration by the Fund may do so by writing to the Secretary of the Fund at 8080 N. Central Expressway, Suite 210/LB 59, Dallas, Texas 75206 providing the candidate’s name, biographical data and qualifications. In its assessment of each potential candidate, the Committee reviews the nominee’s judgment, experience, independence, financial literacy, knowledge of emerging growth companies, understanding of the Fund and its investment objectives and such other factors as the Committee may determine. The Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities. At the direction of the Board, the Committee also considers various corporate governance policies and procedures.

SAI-4

PART B

STATEMENT OF ADDITIONAL INFORMATION

Independent Directors’ Relationships with the Fund, the Adviser, and Affiliates

As of December 31, 2008:

None of the independent directors has served as an officer, employee, director or general partner during the two most recent calendar years with the Fund, any investment company having the same investment adviser, or any person controlling, controlled by or under common control with the Fund.

There are no U.S.-registered investment companies in a complex with the Fund. The Directors’ ownership in the securities of the Fund is recited below:

(1)	(2)	(3)
Name of Director	Dollar Range of Equity Securities In the Registrant	Aggregate in All Registered Investment Companies in Complex
G. Russell Cleveland	Over $100,000	N/A
Peter Collins	$10,001 - $50,000	N/A
Charles C. Pierce, Jr.	$1 - $10,000	N/A
J. Philip McCormick	$10,001 - $50,000	N/A

No independent director owns any shares of the Investment Adviser or of any person controlling, controlled by, or under common control with the Investment Adviser.

No independent director or immediate family member has had an interest exceeding $120,000 in the Investment Adviser or any person controlling, controlled by or under common control with the Investment Adviser during the two previous calendar years.

No independent Director had any interest in any transaction or series of transactions for an amount exceeding $120,000 in the previous two calendar years with the Registrant, any officer of the Registrant, any registered insurance company having the same adviser, the Adviser or its officers or underwriter, or any person controlling or under common control with the Adviser or underwriter.

No independent director or immediate family member has had any relationship involving payments for property or services for an amount in excess of $120,000 during the two previous calendar years with the Fund, the Adviser, or any fund having the same Adviser as the Fund, or any officer or person controlling, controlled by, or under common control with such.

No officer of the Adviser or of any entity controlling, controlled by or under common control with the Adviser served as a director of an entity where an independent director of the Fund, or his immediate family, was an officer during the previous two calendar years.

Director and Officer Compensation

The Fund has no employees, and, therefore, does not compensate any employees. Officers of the Fund receive no compensation from the Fund, and the Fund has never issued options or warrants to officers or directors of the Fund. The Fund does not have any stock option or similar retirement or pension fund for employees, officers or directors of the Fund.

Directors who are not employees of either the Fund or RENN Group receive a monthly fee of $2,000 ($3,000 per month for the Chairman of the Audit Committee), plus $750 and reasonable out-of-pocket expenses for each quarterly valuation meeting attended. The Fund does not pay its directors who are considered “interested persons” of the Fund any fees for their directorship services or reimburse expenses to such individuals except for those incurred specifically in the performance of their duties as directors of the Fund. The aggregate compensation of the directors for the most recently completed fiscal year that the Fund paid to each director, and the aggregate

SAI-5

PART B

STATEMENT OF ADDITIONAL INFORMATION

compensation paid to each director for the most recently completed fiscal year by other funds to which RENN Group provided other investment advisory services is set forth below:

Name of Person; Position	Aggregate Compensation from Fund	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Fund and Fund Complex Paid to Directors
Peter Collins	$27,000	---	---	$27,000
J. Philip McCormick	$26,250	---	---	$26,250
Charles C. Pierce, Jr.	$27,000	---	---	$27,000
Ernest C. Hill	$39,000	---	---	$39,000
*Interested Director:*
G. Russell Cleveland	---	---	---	---

Code of Ethics

The Fund and RENN Group have adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act applicable to all of their respective officers and employees. The Code of Ethics restricts the securities investment activities of the Fund’s personnel, but does permit investment in securities, including securities that may be purchased or held by the Fund under certain limited circumstances. The Code of Ethics may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. In addition, the Code of Ethics is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. A copy of this Code of Ethics may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102. We have also made the Code of Ethics available on our website at www.rencapital.com and will post any amendments on our website as soon as practicable after adoption by the Board.

Proxy Voting Policies and Procedures

The Fund has delegated its proxy voting responsibility to RENN Group. The Proxy Voting Policies and Procedures of RENN Group are set forth below. (The guidelines are reviewed periodically by RENN Group and the Fund’s independent directors, and, accordingly, are subject to change. For purposes of these Proxy Voting Policies and Procedures described below, “we” “our” and “us” refers to RENN Group).

“ Introduction

“As an investment adviser registered under the Advisers Act, we have a fiduciary duty to act solely in the best interests of our clients. As part of this duty, we recognize that we must vote client securities in a timely manner free of conflicts of interest and in the best interests of our clients.

“These policies and procedures for voting proxies for our investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

“ Proxy Policy

“We vote proxies relating to our portfolio securities in the best interest of our clients’ shareholders. We review on a case-by-case basis each proposal submitted to a shareholder vote to determine its impact on the portfolio securities held by our clients. Although we generally vote against proposals that may have a negative impact on our clients’ portfolio securities, we may vote for such a proposal if there exists compelling long-term reasons to do so.

SAI-6

PART B

STATEMENT OF ADDITIONAL INFORMATION

“Our proxy voting decisions are made by the senior officers who are responsible for monitoring each of clients’ investments. To ensure that our vote is not the product of a conflict of interest, we require that: (i) anyone involved in the decision making process disclose to our Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision-making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.”

Proxy Voting Records

You may obtain information about how our Investment Adviser voted proxies of our portfolio securities by visiting the Adviser’s website at www.rencapital.com. The Fund's most recent record of proxy voting for the 12-month period ended June 30 is filed with the SEC on Form N-PX and is available without charge on the SEC’s web site at www.sec.gov.

Control Persons and Principal Holders of Securities

To the best of management’s knowledge, there are no “control persons” of the Fund (defined as having beneficial ownership, directly or through one or more controlled companies, of more than 25% of the voting securities of the Fund, or having been acknowledged or asserted as such by the controlling or controlled party, or adjudicated as such).

The only 5% owner known to management is George Russell Cleveland, who owns indirectly and beneficially .819% by the Cleveland Family Limited Partnership, 7.51% by RENN Investment Limited Partnership, and .981% by RENN Capital Group, Inc., for a total indirect and beneficial ownership of 9.31%. All directors and officers as a group own 9.5%.

Investment Advisory and Other Services

Investment Adviser

As described in Item 9 of Part A, RENN Group provides investment advisory services to the Fund pursuant to an Investment Advisory Agreement between the Fund and RENN Group. Russell Cleveland, the Fund’s President and Chief Executive Officer, owns 80% of RENN Group. Barbe Butschek, the Fund’s Secretary and Treasurer, owns the remaining 20% of RENN Group. Officers and employees of RENN Group are compensated solely by RENN Group. The sole director of RENN Group is Russell Cleveland. Mr. Cleveland is also President and CEO of the Fund, and Ms. Butschek is also Secretary and Treasurer of the Fund. Group employees Scott Douglass and Eric Stephens are Vice Presidents of the Fund.

RENN Group is a registered investment adviser under the Advisers Act and is subject to the reporting and other requirements of that Act. Neither RENN Group nor its affiliates are prohibited from engaging in activities outside the Fund’s business. RENN Group and its officers and employees devote such time to the Fund’s business as is necessary for the conduct of its operations. The Advisory Agreement is reviewed and approved annually by the Fund’s Board of Directors, including its independent directors and a summary of the factors considered in approving the Advisory Agreement is included in the Fund’s Report to Shareholders mailed after the holding of the Annual Shareholders Meeting each year.

Pursuant to the Advisory Agreement, RENN Group is entitled to receive a management fee from the Fund equal to 0.4375% of the Funds’ net assets, as determined at the end of each quarter, with each payment due no later than the day after which filings with the Securities and Exchange Commission are required to be made by the Fund for such calendar quarter. In 2008, the Fund incurred $455,005 as its management fee to RENN Group. In 2007, the Fund incurred $792,545 as its management fee to RENN Group. In 2006, the Fund incurred $935,776 as its management fee to RENN Group.

SAI-7

PART B

STATEMENT OF ADDITIONAL INFORMATION

RENN Group is primarily responsible for the selection, evaluation, structure, valuation and administration of the Fund’s investment portfolios. The Advisory Agreement provides that RENN Group will provide investment management to the Fund in accordance with its investment objectives and policies and will, further, provide certain administrative services. Such management and administrative services include, but are not limited to: providing advice with respect to the business and affairs of the Fund; keeping the books and records of the Fund; and arranging and liaising with third party service providers, including custodians, accountants, underwriters, insurance companies and depositories.

The Fund has no employees, but instead has contracted RENN Group pursuant to the Advisory Agreement to provide all management and operating activities. As of July 31, 2009, RENN Group had eight employees engaged in performing the duties and functions required by the Fund. At the present time, a substantial portion of RENN Group’s staff time is devoted to activities of the Fund. However, because of the diversity of skills required, the Fund cannot afford to employ all these persons solely for its own needs, and therefore, these employees are not engaged solely in activities of the Fund. No accurate data or estimate is available as to the percentage of time, individually or as a group, that will be devoted to the affairs of the Fund. The officers and employees have and will devote such time as is required, in their sole discretion, for the conduct of business, including the provision of management services to the Fund’s portfolio companies.

Custodian

The Fund’s custodian is The Frost National Bank, located at 8201 Preston Road, Dallas, Texas 75225. The Frost National Bank maintains custody of the Fund’s assets pursuant to a custodial agreement dated January 1, 2001 in accordance with the requirements of Section 17(f) of the 1940 Act.

Independent Public Accountant

The Fund’s independent public accountant is currently KBA Group LLP, located at 14241 Dallas Parkway, Suite 200, Dallas, TX 75254. KBA Group LLP conducts independent audits of the Fund’s financials.

Portfolio Managers

Portfolio Managers’ Other Accounts Managed

Russell Cleveland, Scott Douglass and Eric Stephens act as portfolio managers for RENN Global Entrepreneurs Fund Inc. (RGE), Renaissance US Growth Investment Trust PLC, Global Special Opportunities Trust PLC, Premier RENN Entrepreneurial Fund Limited, and Premier China Opportunities Fund Limited. Russell Cleveland is the lead manager. As of July 31, 2009, RGE, the only fund based in the United States (and the only one registered under the Investment Company Act of 1940), had net assets of approximately $17 million. The other four funds are either closed-end or open-end funds based in the United Kingdom. As of July 31, 2009, the four UK funds had combined net assets of approximately $121 million. All five funds are managed similarly. All five funds pay an asset-based fee. RGE does not have an incentive fee; the other four do. The absence of an incentive fee for RGE may put it in conflict with the other four funds. Additionally, some might argue that an open-end fund could conflict with a closed-end fund. Nonetheless, the Investment Adviser is committed to treating each fund equitably.

Portfolio Managers’ Compensation Structure

The Portfolio Managers for the Fund are compensated solely from the payroll of the Fund’s Investment Adviser. The management fee under the Investment Advisory Agreement with the Fund is intended to cover the Adviser’s payroll expenses attributable to its Portfolio Managers’ time spent on Fund investments. A base salary, with a contribution to a SIMPLE-IRA plan is accorded to each Portfolio Manager, and there are no other structured compensation arrangements. Out of fees received from the Fund and the Investment Adviser’s other investment

SAI-8

PART B

STATEMENT OF ADDITIONAL INFORMATION

clients, the Investment Adviser may make ad hoc bonus payments to various members of its staff, the amount and frequency of which is solely at the discretion of the President of the Investment Adviser. Performance thresholds, if any, for each client of the Investment Adviser, are set for the Investment Adviser as a whole, not for each Portfolio Manager.

Portfolio Managers’ Ownership in the Registrant

None of the Portfolio Managers has ownership in securities of the Fund except George Russell Cleveland, the value of whose ownership is in excess of $1,000,000, determined as of July 31, 2009.

Brokerage Allocation and Other Practices

The Fund will participate in private placements and will make open market purchases. For private placements, issuers generally pay commissions to investment bankers/brokers from the proceeds of the private placements. Thus, the Fund generally does not pay commissions on private placements. For open market purchases, the Fund may utilize various brokers. The Fund will seek best price and execution, but in allocating trades to the various brokers, the Fund will consider the research it receives from the various brokers it uses. In some cases, the Fund may pay up for research. The types of research which would be a factor in deciding which broker to use are macro-economic research, company-specific research, industry-specific research, or country-specific research. No services other than brokerage or research are factors in the selection of brokers. The Portfolio Managers are authorized to pay to a broker a commission that is larger than another because of the value of the brokerage or research services. The research services furnished by brokers may also be used by the Investment Adviser in servicing its other clients, but such clients will bear their pro rata share of any costs for such services.

No commissions have been paid to any broker that is an affiliated person of the Registrant, or an affiliated person of an affiliated person of the Registrant or the underwriter.

Tax Status

The Fund qualifies for, and intends to continue to qualify for, regulated investment company status under Subchapter M of the Internal Revenue Code of 1986, as amended.

SAI-9

Renaissance Capital Growth & income Fund III, INc.

Report of Independent Registered Public Accounting Firm

December 31, 2008 and 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Renaissance Capital Growth & Income Fund III, Inc.

We have audited the accompanying statements of assets and liabilities of Renaissance Capital Growth & Income Fund III, Inc. (the "Fund") including the schedules of investments as of December 31, 2008 and 2007 and the related statements of operations, changes in net assets and cash flows for the years ended December 31, 2008, 2007 and 2006 and financial highlights for the years ended December 31, 2008 and 2007. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have nor were we engaged to perform, audits of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Renaissance Capital Growth & Income Fund III, Inc. as of December 31, 2008 and 2007 and the results of its operations and its cash flows for the years ended December 31, 2008, 2007 and 2006 and the financial highlights for the years ended December 31, 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

/s/ KBA GROUP LLP

KBA Group LLP

Dallas, TX

March 18, 2009

SAI-10

Renaissance Capital Growth & Income Fund III, Inc
Statements of Assets and Liabilities
December 31, 2008 and 2007

		2008			2007
ASSETS
Cash and cash equivalents	$	2,558,630		$	3,679,949
Investments at fair value, cost of $41,524,234
and $43,820,011 at December 31, 2008 and
2007, respectively		15,931,925			36,251,126
Interest and dividends receivable		91,428			141,402
Prepaid and other assets		37,178			50,663

	$	18,619,161		$	40,123,140

LIABILITIES AND NET ASSETS

Liabilities:
Accounts payable	$	105,273		$	57,726
Dividends payable		-			446,397
Accounts payable - affiliate		86,872			374,734
Taxes payable on behalf of stockholders		-			1,485,135

		192,145			2,363,992

Commitments and contingencies

Net assets:
Common stock, $1 par value;
20,000,000 shares authorized ; 4,673,867 shares issued;
4,463,967 shares outstanding		4,673,867			4,673,867
Additional paid-in-capital		26,617,105			27,925,813
Treasury stock at cost, 209,900 shares		(1,734,967	)		(1,734,967	)
Net realized gain on investments retained		14,463,320			14,463,320
Net unrealized depreciation of investments		(25,592,309	)		(7,568,885	)

Net assets, equivalent to $4.13 and $8.46
per share at December 31, 2008 and
2007, respectively		18,427,016			37,759,148

	$	18,619,161		$	40,123,140

See accompanying notes

SAI-11

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments
December 31, 2008 and 2007

	2008
						% of
	Interest		Maturity		Fair	Investment
	Rate		Date	Cost	Value	Assets
Eligible Portfolio Investments -
Convertible Debentures and
Promissory Notes

CaminoSoft Corp. -
Promissory note (2)	7	%	4/30/2009	$ 250,000	$ 250,000	1.57	%

Integrated Security Systems, Inc. -
Convertible Promissory note (2)	6		9/30/2009	400,000	400,000	2.51
Convertible Promissory note (2)	8		9/30/2009	750,000	750,000	4.71
Promissory note (2)	7		9/30/2009	200,000	200,000	1.26
Promissory note (2)	8		9/30/2009	1,200,000	1,200,000	7.52

iLinc Communications, Inc. -
Convertible debenture	12		3/29/2012	500,000	500,000	3.14

PetroHunter Energy Corp -
Convertible debenture	8	.5	11/5/2012	1,000,000	1,000,000	6.27

Pipeline Data, Inc. -
Convertible debenture	8		6/29/2010	569,000	569,000	3.57
				$ 4,869,000	$ 4,869,000	30.55	%

See accompanying notes

SAI-12

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2008
				% of
			Fair	Investment
	Shares	Cost	Value	Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities

AuraSound, Inc.
Common stock	1,000,000	$1,000,000	$20,000		0.	13%

BPO Management Services, Inc.
Series F, preferred (2)	1,685,886	2,000,000	270,111		1.	69

Businesss Process Outsourcing Ltd. -
Common stock (1)	18,349	20,000	79,268		0.	50
	3,813,321	5,295,521	38,050		0.	24
CaminoSoft Corp. -
Common stock (2)

eOriginal, Inc. -
Series A, preferred stock (2)	10,680	4,692,207	40,904		0.	26
Series B, preferred stock (2)	25,646	620,329	98,224		0.	62
Series C, preferred stock (2)	51,249	1,059,734	196,284		1.	23
Series D, preferred stock (2)	36,711	500,000	140,603		0.	88

Global Axcess Corporation -
Common stock	953,333	1,261,667	123,933		0.	78

i2 Telecom -
Common stock	4,165,316	711,200	208,266		1.	31

Integrated Security Systems, Inc. -
Common stock (2)	39,626,430	6,325,113	789,309		4.	95
Series D, preferred stock (2)	7,500	150,000	3,750		0.	02

Hemobiotech, Inc. -
Common stock	1,200,000	1,284,117	876,000		5.	50

See accompanying notes

SAI-13

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2008
				% of
			Fair	Investment
	Shares	Cost	Value	Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities, continued

Murdoch Security & Investigations, Inc.-
Common stock (1)	2,612,250	1,250,000	1,306,250	8.20

Narrowstep, Inc -
Common stock	4,000,000	1,000,000	28,000	0.18

Riptide Worldwide, Inc. -
Common stock	941,962	754,387	9,419	0.06

Symbollon Pharmaceuticals, Inc. -
Common stock	607,143	500,000	4,250	0.03

Vertical Branding, Inc.-
Common stock (2)	1,686,725	1,008,628	235,789	1.48

Miscellaneous Securities (3)		8,877	-	-

		$29,441,780	$4,468,410	28.06	%

See accompanying notes

SAI-14

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2008
					% of
	Interest	Maturity		Fair	Investment
	Rate	Date	Cost	Value	Assets
Other Portfolio Investments -
Convertible Debentures and
Promissory Notes

Dynamic Green Energy Limited. -
Convertible Promissory note (1)	7%	6/10/2011	$1,000,000	$1,000,000	6.27%
			$1,000,000	$1,000,000	6.27%

See accompanying notes

SAI-15

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2008
						%
					Fair	Investment
	Shares		Cost		Value	Assets
Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities

Access Plans (Precis) -
Common stock (2)	890,500	$	2,139,777	$	204,815	1.29	%

A-Power Energy Generation Systems, Ltd. -
Common stock	48,000		409,256		206,400	1.30

Asian Financial, Inc. -
Common stock (1)	130,209		500,000		500,000	3.14

Bovie Medical Corporation -
Common stock	500,000		907,845		3,120,000	19.58

COGO Group, Inc. (Comtech Group, Inc). -
Common stock	200,000		836,019		972,000	6.10

HLS Systems International, Ltd. -
Common stock	58,500		498,557		163,800	1.03

Points International, Ltd. -
Common stock	900,000		492,000		355,500	2.23

Silverleaf Resorts, Inc. -
Common stock	100,000		430,000		72,000	0.45

Miscellaneous Securities			-		-	-
			6,213,454		5,594,515	35.12	%

		$	41,524,234	$	15,931,925	100.00	%

See accompanying notes

SAI-16

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

Allocation of Investments -
Restricted Shares, Unrestricted Shares,
Miscellaneous Securities, and Cash and
Cash Equivalents
		2008
				% of
			Fair	Investment
		Cost	Value	Assets

	Private Securities (1)	$ 2,770,000	$ 2,885,518	18.11%
	Restricted Securities (2)	$ 26,591,309	$ 4,817,839	30.24%
	Unrestricted Securities	$ 12,154,048	$ 8,228,568	51.65%
	Miscellaneous Securities (3)	$ 8,877	$ -	0.00%
		$ 41,524,234	$15,931,925	100.00%



(1)	Securities in a privately owned company.
(2)	Restricted securities due to the Fund’s having a director on issuer’s board or held less than 6 months.
(3)	Other securities such as warrants and options.

See accompanying notes

SAI-17

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2007
						% of
	Interest		Maturity		Fair	Investment
	Rate		Date	Cost	Value	Assets

Eligible Portfolio Investments -
Convertible Debentures and
Promissory Notes

CaminoSoft Corp. -	7	%	1/19/2008	$ 250,000	$ 250,000	0.69	%
Promissory note (2)

Integrated Security Systems, Inc. -	6		9/30/2008	400,000	400,000	1.10
Convertible Promissory note (2)	8		9/30/2008	525,000	525,000	1.45
Promissory note (2)	7		9/30/2008	200,000	200,000	0.55
Promissory note (2)	8		9/30/2008	175,000	175,000	0.48
Promissory note (2)	8		9/30/2008	450,000	450,000	1.24
Promissory note (2)	8		12/14/2008	500,000	500,000	1.38
Convertible promissory note (2)	8		12/12/2008	300,000	300,000	0.83
Promissory note (2)

iLinc Communications, Inc. -	12		3/29/2012	500,000	500,000	1.38
Convertible debenture

PetroHunter Energy Corp -	8	.5	11/5/2012	1,000,000	1,466,667	4.05
Convertible debenture (2)

Pipeline Data, Inc. -	8		6/29/2010	500,000	500,000	1.38
Convertible debenture

Simtek Corporation -	7	.5	6/28/2009	$ 700,000	$ 7 38,182	2.04
Convertible debenture (2)
				$5,500,000	$6,004,849	16.57	%

SAI-18

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2007
				% of
			Fair	Investment
	Shares	Cost	Value	Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities

Advance Nanotech, Inc. -
Common stock	5,796	$ 11,199	$ 1,652	0.00	%

AuraSound, Inc.
Common stock	1,000,000	1,000,000	1,100,000	3.03

BPO Management Services, Inc.
Series D, preferred (2)	104,167	1,000,000	716,667	1.98
Series D2, preferred (2)	52,084	500,000	358,333	0.99

CaminoSoft Corp. -
Common stock (2)	3,539,414	5,275,000	283,153	0.78

eOriginal, Inc. -
Series A, preferred stock (1)	10,680	4,692,207	145,462	0.40
Series B, preferred stock (1)	25,646	620,329	349,299	0.96
Series C, preferred stock (1)	51,249	1,059,734	698,011	1.93
Series D, preferred stock (1)	36,711	500,000	500,004	1.38

Gaming & Entertainment Group, Inc. -
Common stock	112,500	50,625	788	0.00

Gasco Energy, Inc. -
Common stock	775,586	465,352	1,543,416	4.26

Global Axcess Corporation -
Common stock	953,333	1,261,667	324,133	0.89

i2 Telecom -
Common stock	237,510	36,200	17,814	0.05
Common stock (2)	3,927,806	675,000	294,585	0.81

See accompanying notes

SAI-19

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2007
				% of
			Fair	Investment
	Shares	Cost	Value	Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities, continued

Integrated Security Systems, Inc.	30,733,532	5,661,058	2,766,018	7.63
Common stock (2)
Common stock (2)	2,175,559	400,734	195,800	0.54
Series D, preferred stock (2)	7,500	150,000	16,875	0.05

Hemobiotech, Inc. -
Common stock	1,200,000	1,284,117	1,680,000	4.63

Murdoch Security & Investigations, Inc.-
Common stock (1)	2,000,000	1,000,000	1,000,000	2.76

Narrowstep, Inc -
Common stock (2)	4,000,000	1,000,000	440,000	1.21

Nutradyne Group, Inc. -
Common stock	13,917	12,500	21,571	0.06

Shea Development Corp. -
Common stock (2)	1,838,396	1,093,332	643,439	1.78

Simtek Corp. -
Common stock (2)	640,763	1,799,294	1,486,570	4.10
Common stock 2)	90,909	200,000	210,909	0.58

Symbollon Pharmaceuticals, Inc. -
Common stock	607,143	500,000	391,607	1.08

Vertical Branding, Inc.-
Common stock (2)	1,666,667	1,000,000	666,667	1.84

Miscellaneous Securities (3)		-	187,727	0.52
		$ 31,248,348	$ 16,040,500	44.24	%

See accompanying notes

SAI-20

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2007
				% of
			Fair	Investment
	Shares	Cost	Value	Assets

Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities

Access Plans (Precis) -
Common stock (2)	890,500	$ 2,139,777	$ 952,835	2.63	%

AdStar, Inc. -
Common stock	253,500	330,718	96,330	0.27

Asian Financial, Inc. -
Common stock (1)	130,209	500,000	500,000	1.38

Bovie Medical Corporation -
Common stock	500,000	907,844	3,185,000	8.79
Chardan South China Acquisition Corp-
Common stock	48,000	409,256	640,800	1.77

Comtech Group, Inc. -
Common stock	200,000	836,019	3,222,000	8.89
HLS Systems International, Ltd. -
Common stock	58,500	498,557	521,820	1.44

iLinc Communications, Inc. -
Common stock	23,266	13,908	12,564	0.03

Medical Action Industries, Inc. -
Common stock	30,150	237,209	628,628	1.73

See accompanying notes

SAI-21

Renaissance Capital Growth & Income Fund III, Inc
Schedules of Investments (continued)
December 31, 2008 and 2007

	2007
						% of
				Fair		Investment
	Shares		Cost	Value		Assets


Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities

Points International, Ltd. -
Common stock	900,000		492,000	3,735,000		0.10

Silverleaf Resorts, Inc. -
Common stock	100,000		430,000	416,000		0.01

US Home Systems, Inc. -
Common stock	55,000		276,375	294,800		0.01

Miscellaneous Securities			-	-		0
			7,071,663	14,205,777		39.19	%
			$43,820,011	$36,251,126		100.00	%

Allocation of Investments -
Restricted Shares, Unrestricted Shares, and Other Securities

Private Securities (1)			$8,372,270	$3,192,776		8.81	%
Restricted Securities (2)			$25,394,195	$14,036,700		38.73	%
Unrestricted Securities			$10,053,546	$18,833,923		51.94	%
Miscellaneous Securities (3)		$ -			$187,727	0.52	%
			$43,820,011	$36,251,126		100.00	%


(1) Securities in a privately owned company.
(2) Restricted securities due to the Fund’s having a director on issuer’s board or held less than 1 year.
(3) Other securities such as warrants and options.

See accompanying notes

SAI-22

Renaissance Capital Growth & Income Fund III, Inc
Statements of Operations
December 31, 2008, 2007 and 2006

		2008				2007				2006
Investment income:
Interest income	$	454,420			$	345,510			$	340,145
Dividend income		33,193				432,478				584,139
Other income		87,730				48,601				27,684

		575,343				826,589				951,968

Expenses:
General and administrative		440,671				432,563				335,641
Incentive fee to affiliate		-				-				3,157,367
Interest expense		40,841				-				60,188
Legal and professional fees		409,836				354,127				651,701
Management fee to affiliate		455,005				792,545				935,776

		1,346,353				1,579,235				5,140,673

Net investment loss		(771,010		)		(752,646		)		(4,188,705		)

Realized and unrealized gain (loss) on investments:
Net unrealized depreciation of investments		(18,023,424		)		(12,797,981		)		(13,339,923		)
Net realized gain on investments		801,494				4,873,865				19,795,521
Income tax expense paid on behalf of stockholders		-				(1,485,135		)		(6,302,806		)

Net gain (loss) on investments		(17,221,930		)		(9,409,251		)		152,792

Net loss	$	(17,992,940		)	$	(10,161,897		)	$	(4,035,913		)

Net loss per share	$	(4.03		)	$	(2.28		)_	$	(0.90		)

Weighted average shares outstanding			4,463,967				4,463,967				4,463,967

See accompanying notes

SAI-23

Renaissance Capital Growth & Income Fund III, Inc
Statements of Changes in Net Assets
December 31, 2008, 2007 and 2006

		2008			2007			2006
From operations:
Net investment loss	$	(771,010	)	$	(752,646	)	$		(4,188,705	)
Net realized gain on investments		801,494			4,873,865				19,795,521
Income tax expense paid on behalf of stockholders		-			(1,485,135	)			(6,302,806	)
Net unrealized (depreciation) of investments		(18,023,424			(12,797,981	)			(13,339,923	)
Net loss		(17,992,940	)		(10,161,897	)			(4,035,913	)
From distributions to stockholders:
Cash dividends declared from realized gains		(1,339,192	)		(446,397	)			(1,785,588	)
Total decrease in net assets		(19,332,132	)		(10,608,294	)			(5,821,501	)
Net assets:
Beginning of period		37,759,148			48,367,442				54,188,943
End of period	$	18,427,016		$	37,759,148			$	48,367,442

See accompanying notes

SAI-24

Renaissance Capital Growth & Income Fund III, Inc
Statements of Cash Flows
December 31, 2008, 2007 and 2006

		2008			2007			2006
Cash flows from operating activities:
Net loss	$	(17,992,940	)	$	(10,161,897	)	$	(4,035,913	)
Adjustments to reconcile net loss
to net cash provided by (used in) operating activities:
Net decrease in unrealized depreciation of investments		18,023,424			12,797,981			13,339,923
Net realized gain on investments		(801,494	)		(4,873,865	)		(19,795,521	)
(Increase) decrease in interest and dividend receivables		49,974			4,744			(97,920	)
(Increase) decrease in prepaid and other assets		13,485			(24,897	)		75,832
Increase (decrease) in accounts payable		47,547			(111,119	)		82,063
Increase in due to broker		—			—			(2,075,975	)
(Decrease) increase in accounts payable-affiliate		(287,862	)		(3,435,728	)		1,759,473

Increase (decrease) in taxes payable on behalf of stockholders		(1,485,135	)		(4,817,671	)		6,302,806
Purchase of investments		(2,141,220	)		(9,326,046	)		(4,116,806	)
Proceeds from sale of investments		5,238,491			8,792,947			20,932,760
Net cash provided by (used in) operating activities		664,270			(11,155,551	)		12,370,722
Cash flows from financing activities:
Cash dividends		(1,785,589	)		—			(5,931,274	)
Net cash used in financing activities		(1,785,589	)		—			(5,931,274	)
Net increase (decrease) in cash and cash equivalents		(1,121,319	)		(11,155,551	)		6,439,448
Cash and cash equivalents at beginning of the period		3,679,949			14,835,500			8,396,052
Cash and cash equivalents at end of period	$	2,558,630		$	3,679,949		$	14,835,500

Supplemental disclosure of cash flow information:

Cash paid during the period for interest	$	40,841		$	—		$	60,188

Taxes paid on behalf of stockholders/excise taxes	$	1,485,135		$	6,302,806		$	12,378

Supplemental disclosure of non-cash financing transaction:

Cash dividends declared from realized gains but not yet paid	$	—		$	446,397		$	—

See accompanying notes

SAI-25

Renaissance Capital Growth & Income Fund III, Inc
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006

Note 1 - Organization and Business Purpose

Renaissance Capital Growth & Income Fund III, Inc., (the “Fund” or the “Registrant”) is a non-diversified, closed-end fund that has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund, a Texas corporation, was organized and commenced operations in 1994.

The investment objective of the Fund is to provide its stockholders long-term capital appreciation by investing primarily in privately placed convertible securities and equity securities of emerging growth companies.

RENN Capital Group, Inc. (“RENN Group” or the “Investment Adviser”), a Texas corporation, serves as the Investment Adviser to the Fund. In this capacity, RENN Group is primarily responsible for the selection, evaluation, structure, valuation, and administration of the Fund’s investment portfolio, subject to the supervision of the Board of Directors. RENN Group is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

Note 2 - Summary of Significant Accounting Policies

Valuation of Investments

Portfolio investments are stated at quoted market or fair value as determined by the Investment Adviser (Note 6).

Other

The Fund follows industry practice and records security transactions on the trade date. Dividend income is recorded on the record date. Interest income is recorded as earned on the accrual basis.

Cash and Cash Equivalents

The Fund considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. As of December 31, 2008 and 2007, cash and cash equivalents are at risk to the extent that they exceed Federal Deposit Insurance Corporation insured amounts. To minimize this risk, the Fund places its cash and cash equivalents with major U.S. financial institutions.

Income Taxes

The Fund has elected the special income tax treatment available to “regulated investment companies” (“RIC”) under Subchapter M of the Internal Revenue Code (“IRC”) which allows the Fund to be relieved of federal income tax on that part of its net investment income and realized capital gains that it pays out to its stockholders. Such requirements include, but are not limited to certain qualifying income tests, asset diversification tests and distribution of substantially all of the Fund’s taxable investment income to its stockholders. It is the intent of management to comply with all IRC requirements as they pertain to a RIC and to distribute all of the Fund’s taxable investment income and realized long-term capital gains within the defined period under the IRC to qualify as a RIC. Failure to qualify as a RIC would subject the Fund to federal income tax as if the Fund were an ordinary corporation which could result in a substantial reduction in the Fund’s net assets as well as the amount of cash available for distribution to stockholders. Continued qualification as a RIC requires management to satisfy certain investment diversification requirements in future years. There can be no assurance that the Fund will qualify as a RIC in subsequent years.

SAI-26

Renaissance Capital Growth & Income Fund III, Inc
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006

Federal income taxes payable on behalf of stockholders on realized gains that the Fund elects to retain are accrued and reflected as tax expense paid on behalf of stockholders on the last day of the tax year in which such gains are realized.

In January 2007 the Fund adopted the Financial Accounting Standards Board Interpretation No. 48, “ Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. The Fund did not recognize any adjustments to the Fund’s financial statements as a result of the implementation of FIN 48.

Net Loss Per Share

Net loss per share is based on the weighted average number of shares outstanding of 4,463,967 during 2008, 2007, and 2006.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Actual results could differ from these estimates.

Note 3 - Due to/from Broker

The Fund conducts business with various brokers for its investment activities. The clearing and depository operations for the investment activities are performed pursuant to agreements with these brokers. “Due to broker” represents unsettled purchase transactions and “due from broker” represents unsettled sales transactions. The Fund is subject to credit risk to the extent the brokers are unable to deliver cash balances or securities, or clear security transactions on the Fund’s behalf. The Investment Adviser actively monitors the Fund’s exposure to these brokers and believes the likelihood of loss under those circumstances is remote. At December 31, 2008 and 2007, there were no “due to broker” or “due from broker” balances.

Note 4 - Management Fees and Incentive Fees and Reimbursement

The Investment Adviser for the Fund is registered as an investment adviser under the Investment Advisers Act of 1940. Pursuant to an Investment Advisory Agreement (the “Agreement”), the Investment Adviser performs certain services, including certain management, investment advisory and administrative services necessary for the operation of the Fund. In addition, under the Agreement, the Investment Adviser is reimbursed by the Fund for certain directly allocable administrative expenses. A summary of fees and reimbursements paid by the Fund under either the Agreement or the prospectus is as follows:

The Investment Adviser receives a management fee equal to a quarterly rate of 0.4375% of the Fund’s net assets, as determined at the end of such quarter, each payment to be due as of the last day of the calendar quarter. The Fund incurred $455,005, $792,545, and $935,776 in 2008, 2007, and 2006, respectively, for such management fees.

The Investment Adviser receives an incentive fee in an amount equal to 20% of the Fund’s cumulative realized capital gains in excess of cumulative realized capital losses of the Fund after allowance for any unrealized capital depreciation on the portfolio investments of the Fund at the end of the year being calculated, less cumulative incentive fees previously accrued. Unrealized capital depreciation equals net unrealized capital losses on each class of security without netting net unrealized capital gains on other classes of securities. The incentive fee is calculated, accrued, and

SAI-27

Renaissance Capital Growth & Income Fund III, Inc
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006

paid on an annual basis. The Fund incurred, $0, $0, and $3,157,367 during the years ended 2008, 2007, and 2006, respectively, for such incentive fees.

The Investment Adviser was reimbursed by the Fund for directly allocable administrative expenses paid by the Investment Adviser on behalf of the Fund. Such reimbursements were $73,654, $230,797, and $386,809 in 2008, 2007, and 2006 respectively.

As of December 31, 2008 and 2007, the Fund had an accounts payable of $86,872, and $374,734, respectively, for the amount due for the fees and expense reimbursements disclosed above.

Note 5 - Eligible Portfolio Companies and Investments

Eligible Portfolio Companies

The Fund invests primarily in convertible securities and equity investments of companies that qualify as Eligible Portfolio Companies as defined in Section 2(a)(46) of the 1940 Act or in securities that otherwise qualify for investment as permitted in Section 55(a)(1) through (7) of the 1940 Act. Under the provisions of the 1940 Act at least 70% of the Fund’s assets, as defined under Section 55 of the 1940 Act, must be invested in securities listed in Paragraphs 55(a)(1) through (6) of the 1940 Act (“Eligible Portfolio Investments”). In the event the Fund has less than 70% of its assets invested in Eligible Portfolio Investments, then the Fund will be prohibited from making non-eligible investments until such time as the percentage of Eligible Portfolio Investments again exceeds the 70% threshold. The Fund was in compliance with these provisions at December 31, 2008 and 2007.

Investments

Investments are carried in the statements of assets and liabilities as of December 31, 2008 and 2007, at fair value, as determined in good faith by the Investment Adviser, subject to the approval of the Fund’s Board of Directors. The convertible debt securities held by the Fund generally have maturities between five and seven years and are convertible (at the discretion of the Fund) into the common stock of the issuer at a set conversion price. The common stock underlying these securities is generally unregistered and thinly to moderately traded. Generally, the Fund negotiates registration rights at the time of purchase and the portfolio companies are required to register the shares within a designated period and the cost of registration is borne by the portfolio company. Interest on the convertible securities is generally payable monthly. The convertible debt securities generally contain embedded call options giving the issuer the right to call the underlying issue. In these instances, the Fund has the right of redemption or conversion. The embedded call option will generally not vest until certain conditions are achieved by the issuer. Such conditions may require that minimum thresholds be met relating to underlying market prices, liquidity, and other factors.

Note 6 - Valuation of Investments

Effective January 1, 2008, the Fund adopted FAS 157, Fair Value Measurements (“FAS 157”), which establishes a framework for measuring fair value and applies to existing accounting pronouncements that require or permit fair value measurements. A fair value hierarchy is established within FAS 157 that prioritizes the sources (“inputs”) used to measure fair value into three broad levels: inputs based on quoted market prices in active markets (Level 1 inputs); observable inputs based on corroboration with available market data (Level 2 inputs); and unobservable inputs based on uncorroborated market data or a reporting entity’s own assumptions (Level 3 inputs). The adoption of FAS 157 has not had a significant impact on the Fund’s financial statements and has not resulted in any significant changes in the valuation of investments. The Fund’s valuation policies are as follows:

On a weekly basis, RENN Group prepares a valuation to determine fair value of the investments of the Fund. The Board of Directors of the Fund approves the valuation on a quarterly basis. Interim board involvement may occur if material issues arise before quarter end. The valuation principles are described below.

SAI-28

Renaissance Capital Growth & Income Fund III, Inc
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006

Unrestricted common stock of companies listed on an exchange, NASDAQ or in the over-the-counter market is valued at the closing price on the date of valuation.

Restricted common stock of companies listed on an exchange, NASDAQ or in the over-the-counter market is valued based on the quoted price for an otherwise identical unrestricted security of the same issuer that trades in a public market, adjusted to reflect the effect of significant restrictions.

The unlisted preferred stock of companies with common stock listed on an exchange, NASDAQ or in the over-the-counter market is valued at the closing price of the common stock into which the preferred stock is convertible on the date of valuation.

Debt securities are valued at fair value. The Fund considers, among other things, whether a debt issuer is in default or bankruptcy. It also considers the underlying collateral. Fair value is generally determined to be the greater of the face value of the debt or the market value of the underlying common stock into which the instrument may be converted.

The unlisted in-the-money warrants or options of companies with the underlying common stock listed on an exchange, NASDAQ or in the over-the-counter market are valued at fair value (the positive difference between the closing price of the underlying common stock and the strike price of the warrant or option). An out-of-the money warrant or option has no value; thus, we assign no value to it.

Investments in privately held entities are valued at fair value. If there is no independent and objective pricing authority (i.e. a public market) for such investments, fair value is based on the latest sale of equity securities to independent third parties. If a private entity does not have an independent value established over an extended period of time, then the Investment Adviser will determine fair value on the basis of appraisal procedures established in good faith and approved by the Board of Directors.

The following table shows a summary of investments measured at fair value on a recurring basis classified under the appropriate level of fair value hierarchy as of December 31, 2008:

		Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs			Significant Unobservable Inputs
Description	December 31, 2008	(Level 1)	(Level 2)			(Level 3)
Investments	$15,931,925	$7,394,428		$8,537,497	$ -
Cash equivalents	$ 2,558,630	$		$ -	$ -

As of December 31, 2008 and December 31, 2007, the net unrealized depreciation associated with investments held by the Fund was $25,592,309 and $7,568,885, respectively. As of December 31, 2008 and December 31, 2007, the Fund had gross unrealized gains of $2,463,654 and $10,846,388, respectively, and gross unrealized losses of $28,055,963 and $18,415,273, respectively.

Note 7 - Income Taxes

During December 2007, and March, June, and September 2008, the Board of Directors declared cash distributions of $0.10 per share, $446,397, which were designated as distributions of realized capital gains and return of capital in accordance with the IRC, which assured that any Federal income tax on such realized capital gains, if any, is paid by the Fund’s stockholders. These distributions were paid to the stockholders during January, March, July, and October

SAI-29

Renaissance Capital Growth & Income Fund III, Inc
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006

2008, respectively. During 2008 management followed a policy of distributing all of the Fund’s taxable investment income and realized capital gains within the defined period under the IRC to ensure that any Federal income tax on such income, if any, is paid by the Fund’s stockholders. Accordingly, no income tax expense was reported by the Fund for the year ended December 31, 2008.

During December, 2007, the Board of Directors, in accordance with rules under subchapter M of the IRC, declared a designated undistributed capital gain dividend (“Deemed Distribution”) for 2007 on net taxable long-term capital gains of $4,243,244 that remained after the December 2007 cash dividend noted above. The Fund recorded a liability of $1,485,135 (which was paid during the first month of 2008) for taxes payable on behalf of its stockholders as of December 31, 2007. This amount was also recorded as income tax expense paid on behalf of stockholders in the statement of operations for the year ended December 31, 2007. Stockholders of record at December 31, 2007 received a tax credit of $0.33 per share. The balance of $2,758,108 was retained by the Fund.

During December 2006, the Board of Directors, in accordance with rules under subchapter M of the IRC, declared a Deemed Distribution for 2006 on net taxable long-term capital gains of $18,008,018. During the year-ended December 31, 2006, the Fund also distributed $0.40 per share in cash distributions which were designated as net long-term realized capital gains. The Fund recorded a liability of $6,302,806 (which was paid during the first quarter of 2007) for taxes payable on behalf of its stockholders as of December 31, 2006. This amount was also recorded as income tax expense paid on behalf of stockholders in the statements of operations for 2006. Stockholders of record at December 31, 2006, received a tax credit of $1.41 per share. The balance of $11,705,212 was retained by the Fund.

Note 8 - Commitments and Contingencies

As disclosed in Note 4, the Fund is obligated to pay to the Investment Adviser an incentive fee equal to 20% of the Fund’s cumulative realized capital gains in excess of cumulative realized capital losses of the Fund after allowance for any capital depreciation on the portfolio investments of the Fund. As incentive fees on capital gains are not due to the Investment Adviser until the capital gains are realized, any obligations for incentive fees based on unrealized capital gains are not reflected in the accompanying financial statements, as there is no assurance that the unrealized gains as of the end of any period will ultimately become realized. Had an incentive fee been accrued as a liability based on all unrealized capital gains, net assets of the Fund would have been reduced by $0 and $2,058,485 as of December 31, 2008 and 2007, respectively.

SAI-30

Renaissance Capital Growth & Income Fund III, Inc
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006

Note 9 - Financial Highlights

Selected per share data and ratios for each share of common stock outstanding throughout the years ended December 31, 2008 and 2007 are as follows:

	2008			2007
Net asset value, beginning of period	$	8	. 46	$	10	.84

Net investment loss		(0	.17)		(0	.17)

Net realized and unrealized gain (loss)
on investments		(3	.86)		(2	.11)

Total return from investment operations		(4	.03)		(2	.28)

Distributions:		(0.	30)		(0	.10)

Net asset value, end of period	$	4	.13	$	8	.46

Per share market value, end of period	$	2	.92	$	6	.15

Portfolio turnover rate		8	.19%		21	.11%

Annual return (a)		(52	.52)%		(41	.43)%

Ratio to average net assets (b):
Net investment loss		(2	.75)%		(1	.65)%
Expenses, including incentive fees		4	.79%		3	.46%

Expenses, excluding incentive fee		4	.79%		3	.46%

(a)	Annual return was calculated by comparing the common stock price on the first day of the period to the common stock price on the last day of the period, in accordance with American Institute of Certified Public Accountants guidelines.
(b)	Average net assets have been computed based on quarterly valuations.

SAI-31

Renaissance Capital Growth & Income Fund III, Inc
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006

Note 10 - Selected Quarterly Data


	1st		2nd		3rd		4th
	Quarter		Quarter		Quarter		Quarter
Net investment loss	($277,138	)	($230,402	)	($91,006	)	($172,464	)

Net unrealized appreciation (depreciation) on investments	(4,915,956)	)	(4,063,158	)	(5,756,759	)	(3,287,551

Net realized gain (loss) on investments	1,287,083		(15,501	)	(188,802		(281,287	)

Net income (loss)	($3,906,011	)	($4,309,061	)	($6,036,567	)	($3,741,302	)

Net income (loss) per share	($0.88	)	($0.97	)	($1.35	)	($0.83	)

Weighted average shares outstanding	4,463,967		4,463,967		4,463,967		4,463,967



	1st		2nd		3rd		4th
	Quarter		Quarter		Quarter		Quarter
Net investment loss	($115,003	)	($322,584	)	($161,653	)	($153,406	)

Net unrealized appreciation (depreciation) on investments	472,619		(1,703,609	)	(6,259,982	)	(5,307,009	)

Net realized gain (loss) on investments	-		2,033,769	)	2,386,440		453,656

Income tax expense paid on behalf of stockholders	-		-		-		(1,485,135	)

Net income (loss)	$357,616		$7,576		($4,035,195		($6,491,894	)

Net income (loss) per share	$0.08		$0.00		($0.90	)	($1.46	)

Weighted average shares outstanding	4,463,967		4,463,967		4,463,967		4,463,967

SAI-32

PART C

OTHER INFORMATION

TABLE OF CONTENTS

Part C – Other Information	Page
Financial Statements and Exhibits	C-1
Index to Financials Contained in Parts A and B	C-1
Exhibits	C-2
Persons Controlled by or Under Common Control with the Fund	C-2
Indemnification	C-2
Business and Other Connections of Investment Adviser	C-2
Number of Holders of Securities	C-2
Location of Accounts and Records	C-2
Management Services	C-2

Financial Statements and Exhibits

Index to Financial Statements Contained in Parts A and B

Financial statements that are included in Parts A and B of the Registration Statement are as follows:

	Page
Report of Independent
Registered Public Accounting Firm	SAI-10

Statements of Assets and Liabilities
December 31, 2008 and 2007	SAI-11

Schedules of Investments
December 31, 2008 and 2007	SAI-12

Statements of Operations
Years ended December 31, 2008, 2007, and 2006	SAI-23

Statements of Changes in Net Assets
Years ended December 31, 2008, 2007, and 2006	SAI-24

Statements of Cash Flows
Years ended December 31, 2008, 2007, and 2006	SAI-25

Notes to Financial Statements	SAI-26

Exhibits

Exhibits attached to this Registration Statement are as follows:

C-1

PART C

OTHER INFORMATION

a.1	Restated Articles of Incorporation, dated 2/24/94
a.2	Articles of Amendment to the Restated Articles of Incorporation, dated 5/15/09
b	By-Laws
e	Dividend Reinvestment Plan, dated 2/15/94
g	Amended Advisory Agreement
j	Custodian’s Agreement dated January 1, 2001
n	Consent of the Independent Registered Public Accounting Firm
r	Code of Ethics dated June 30, 2007

Persons Controlled by or Under Common Control

There are no entities controlled by or under common control with the Fund.

Number of Holders of Securities

As of July 17, 2009:

Title of Class	Number of Record Holders
Common	594

Indemnification

The Fund maintains a liability policy to protect the Fund from acts of the directors and officers of the Fund as they perform their duties as directors and officers, and from acts of the employees of RENN Capital Group, Inc. as they perform their administrative duties on behalf of the Fund. The Investment Advisory Agreement provides indemnification to the Adviser and any of its Affiliates, to the extent permitted by law, in the event of a suit threatened or filed against the Adviser and Affiliates for acts or omissions arising out of their duties on behalf of the Fund. Willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of their duties are not covered.

Business and Other Connections of Investment Adviser

In the past two fiscal years neither the Adviser, nor any director or executive officer thereof, has had any business, profession, vocation, or employment of a substantial nature, for his own account or in the capacity of a director, officer, employee, partner, or trustee, other than providing investment advice to investment funds which are clients of the Adviser.

Location of Accounts and Records

The physical possession of original records and documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940 are maintained on the premises of the Adviser, RENN Capital Group, Inc., 8080 N. Central Expressway, Suite 210, Dallas, TX 75206.

Management Services

The Fund has no contracts but does have several informal working arrangements, such as with an information technology servicing firm, a compliance consultant, a distributor of copies of published reports to the public, and a website administration consultant.

C-2

PART C

OTHER INFORMATION

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas and State of Texas, on the 20h day of August, 2009.

RENN Global Entrepreneurs Fund, Inc.

/s/ G . Russell Cleveland

By: G. Russell Cleveland, President

EXHIBIT a.1

RESTATED ARTICLES OF INCORPORATION
OF
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

ARTICLE ONE

Renaissance Capital Growth & Income Fund III, Inc., pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act, does hereby adopt Restated Articles of Incorporation which accurately copy the Article s of Incorporation and all amendments thereto that are in effect to date and as further amended by such Restated Articles, of Incorporation as hereinafter set forth and which contain no other change in, any provision thereof.

ARTICLE TWO

Article Four of the Articles of Incorporation of the corporation is amended by the Restated Articles of Incorporation to read in its entirety as follows.

"ARTICLE FOUR

The aggregate number of shares which the Corporation shall, have to issue is twenty million (20,000,000). All of such shares shall be of the par value of one dollar ($1.00) and shall be designated as “Common Stock”. All such shares shall have equal rights to share in dividends and in distributions on liquidation of the company."

ARTICLE THREE

Each such amendment made by these Restate Articles of Incorporation has been effected in conformity with the provisions of the Texas Business Corporation Act and such Restated Articles of Incorporation and each such amendment made by the Restated Articles of Incorporation were duly adopted by the shareholders of the corporation on the 23rd day of February, 1994.

ARTICLE FOUR

The number of shares outstanding was 10,000 and the number of share entitled to vote on the Restated Articles of Incorporation as so amended was 10,000, the holders of all of which have signed a written consent to the adoption of such Restated Articles of Incorporation as so amended.

ARTICLE FIVE

The Articles of Incorporation and all amendments and supplements thereto are hereby superseded by the following Restated Articles of Incorporation which accurately copy the entire text thereof and as amended as above set forth:

ARTICLE ONE

The name of the corporation (hereinafter called the "Corporation") is:

“RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

Page 1

ARTICLE TWO

The period of its duration is perpetual,

ARTICLE THREE

The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the Corporation shall have to issue is twenty million (20,000,000). All of such shares shall be of par value of one dollar ($1.00) and shall be designated as “Common Stock". All such shares shall have equal rights to share in dividends and in distributions on liquidation of the company.

ARTICLE FIVE

No holder of any shares of stock of the Corporation shall, as such holder, have any pre-emptive or preferential right to receive, purchase, or subscribe to (a) any unissued or treasury shares (whether now or hereafter authorized)of the Corporation, (b) any obligations , evidences of indebtedness or other securities of the Corporation convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to any such unissued or treasury shares, (c) any right of subscription to or to receive, or any warrant or option for the purchase of any thereof or, (d) any other securities that me be issued or sold by the Corporation, other than such (if any) as the Board of Directors of the Corporation, in its sole discretion may determine from time to time.

ARTICLE SIX

Shareholders shall not have the right to cumulate their votes for directors.

ARTICLE SEVEN

The Corporation will not commence business until it has received for the insurance of its shares consideration of the value of One Thousand Dollars ($1,000) consisting of money, labor done, or property actually received.

ARTICLE EIGHT

No contract or other transaction between the Corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or jointly; may be a party or parties to, or may be interested in any contract or transaction of the Corporation or in which the Corporation is interested; and no contract, act or transaction of the Corporation with any person or persons, firm or association, shall be affected or invalidated by the fact that any director or directors of the Corporation is a party, or are parties, to, or interested in such contract, act or transaction, or in any way connected with such person persons, firm or association, and each and every person who may become a director of the Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of himself or any firm or corporation in which he may be in any wise interested; provided, that the fact of such interest shall have been disclosed to or shall be known by the other directors or the shareholders of the Corporation, as the

case may be, acting upon or with reference to such act, contract or transaction, the foregoing shall

Page 2

be so even though the presence at a meeting or vote or votes of such interested director or directors might have been necessary to obligate the Corporation upon any such act, contract or transaction.

ARTICLE NINE

Any person made a party to any civil or criminal action, suit or proceeding by reason of fact that he, his testator or intestate, is or was a director, officer or employee of the Corporation or of any corporation which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including, without limitation, attorney's fees and amounts paid in satisfaction of judgment or in settlement, other than amounts paid to the Corporation by him, actually and necessarily incurred by or imposed upon him in connection with, or resulting from the defense of, such civil or criminal action, suit or proceeding, or in connection with or resulting from any appeal therein, except in relation to matters as to which it shall be adjudged in such civil or criminal action, suit or proceeding that such officer, director or employee is liable for willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of his duties to the Corporation. In the case of a criminal, action, suit or proceeding, a conviction (whether based on a plea of guilty or nolo contendere or its, equivalent, or after trial) shall not of itself be deemed adjudication that such an officer, director or employee is liable for willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of his duties to the Corporation. Any amount payable pursuant to this article may be determined and paid, at the option; of the person be indemnified, pursuant to procedure set forth from time to time in the Bylaws or by any of the following procedures: (a) order of the court having jurisdiction of any such civil or criminal action, suit or proceeding, (b) resolution adopted by a majority of a quorum of the Board of Directors of the Corporation without counting in such majority or quorum any interested directors, (c) resolution adopted by the holders of record of a majority of the outstanding shares of capital stock of the Corporation having voting power, or (d) order of any court having jurisdiction over the Corporation. Such right of indemnification shall not be exclusive of any other right which such officers, directors and employees of the Corporation, and the other persons above mentioned, may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of shareholders, provisions of law or otherwise, as well as their rights under this article.

ARTICLE TEN

The Corporation shall have the power to purchase, directly or indirectly, its own shares to the extent of the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor, without submitting such purchase to a vote of the shareholders.

ARTICLE ELEVEN

Notwithstanding any provisions of the Texas Business Corporation Act now or hereafter in force requiring for any purpose, the affirmative vote of two-thirds, or any other percentage, of the outstanding shares entitled by law to vote thereon, such action may, to the extent permitted by law, be authorized and taken by the affirmative vote of the holders of a majority of such outstanding shares. Except as provided in the preceding sentence or as otherwise required by law, the vote of the holders of a majority of the shares entitled to vote and represented in person or by proxy at any shareholders' meeting at which a quorum is present shall be the act of the shareholders' meeting.

Page 3

ARTICLE TWELVE

The post office address of its initial registered office is 8080 North Central Expressway, Suite 210/LB 59, Dallas, TX 75206 and the name of its initial registered agent at such address is Russell Cleveland.

ARTICLE THIRTEEN

The number of directors constituting the initial Board of-Directors is one (1), and the names, and address of the persons who are to serve as directors until the first meeting of the shareholder or until their successors are elected and qualified are:

Name	Address
Russell Cleveland	8080 N. Central Expressway,
	Suite 210/LB 59
	Dallas, TX 75206

ARTICLE FOURTEEN

The name and address of the incorporator is:

Name	Address
Elroy G. Roelke	8080 N. Central Expressway,
	Suite 210/LB 59
	Dallas, TX 75206

IN WITNESS WHEREOF, I have hereunto set my hand this 23 ^rd day of February, 1994.

	Renaissance Capital Growth & Income Fund III, Inc.


	by	/s/ Russell Cleveland
		Russell Cleveland, its President
	And

	by	/s/ Barbe Butschek
		Barbe Butschek, its Secretary

THE STATE OF TEXAS
COUNTRY OF DALLAS)

BEFORE ME, the undersigned, a Notary Public in and for said County and State, do hereby certify that on this day personally appeared Russell Cleveland who being by the first duly sworn, declared that he is the person who, signed the foregoing document as the sole Director and as the sole Shareholder, and that the statements contained therein are true.

GIVEN UNDER MY HAND AND SEAL OF OFFICE the 23rd day of February, 1994.

	/s/ Cynthia S. Nelson
My Commission Expires:	Notary Public
	Dallas County, Texas
CYNTHIA S. NELSON
My COMMISSION EXPIRES
April 13, 1996

Page 4

EXHIBIT a.2

Articles OF AMENDMENT
TO THE
RESTATED Articles OF INCORPORATION
OF
renaissance capital growth & income fund iii, inc.

(Pursuant to Article 4.04 of the Texas Business Corporation Act)

Renaissance Capital Growth & Income Fund III, Inc. (the “ Corporation ”), a corporation duly organized and existing under the Texas Business Corporation Act of the State of Texas, as amended (the “ TBCA ” ), does hereby certify that:

Article One

The name of the Corporation is Renaissance Capital Growth & Income Fund III, Inc. and that the Corporation was originally incorporated pursuant to the TBCA on January 20, 1994. The filing number issued to the Corporation by the Secretary of State of the State of Texas is 129856500.

Article Two

Article One of the Restated Articles of Incorporation of the Corporation shall be revised and amended to read in its entirety as follows:

“ARTICLE ONE

The name of the corporation (hereinafter called the “Corporation”) is RENN Global Entrepreneurs Fund, Inc.”

Article Three

The amendment to the Restated Articles of Incorporation has been approved in the manner required by the TBCA and by the constituent documents of the Corporation.

Dated: May 15, 2009

[ Remainder of Page Intentionally Blank ]

IN WITNESS WHEREOF , the Corporation has caused these Articles of Amendment to be signed by its President and Chief Executive Officer as of the date first set forth above.

RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

	/s/ Russsell Cleveland
BY:	Russsell Cleveland
	President and Chief Executive Officer

EXHIBIT B

Amendment to ByLaws
of
Renaissance Capital Growth & Income Fund III, Inc.

WHEREAS , Renaissance Capital Growth & Income Fund III, Inc. (“RENN III”) has heretofore adopted bylaws for its corporate governance, and the Board of Directors is authorized to amend such documents; and

WHEREAS , it is now deemed appropriate by the Board of Directors that such documents be amended to continue to meet requirements of various legislative and regulatory actions applicable to RENN III:

NOW, THEREFORE, BE IT RESOLVED, that Section 6.1 of the Bylaws be amended in its entirety, effective May 18, 2007, as follows:

“Section 6.1. Board Committees. The Board may establish committees from time to time for such purposes as the Board may determine, and may vest those committees with such authority as the Board shall desire to grant, provided that any action of such committees shall at all times be subject to review of the Board, and such Committees shall not have power to remove Directors or to amend these Bylaws. If required by legislation or regulation, or at the Board’s own volition if not otherwise required by legislation or regulation, an Audit Committee shall be established which shall , among its other duties, review all related party transactions and relay its findings and recommendations to the Board . The Board shall approve or disapprove such related party transactions by vote of a majority of its independent Directors .

“Each such committee shall designate a Chairman and a Secretary. The Secretary shall keep minutes of the committee’s meetings and its actions, and copies thereof shall be furnished to RENN III ’s Corporate Secretary and to the Directors. Subject to approval by the Board, each committee shall establish its own rules of procedure.”

IN WITNESS WHEREOF, we have executed this Consent which, if in several original counterparts, shall be deemed one original, as of th e 18th day of May , 2007 .

/s/Peter Collins _______________________ /s/ J. Philip McCormick _____________

Peter C ollins                                                        J . Philip M c C ormick

/s/ Charles C. Pierce, Jr ____________          /s/ Ernest C. Hill __________________
Charles C . Pierce, J r.                                             Ernest C . Hill

/s/ Russell Cleveland ______________
Russell C leveland

UNANIMOUS CONSENT OF DIRECTORS

The undersigned, being all the Directors of RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

(“Renn III”), acting pursuant to the provisions of the Business Corporation Act of the State of Texas, do hereby waive notice of meeting and consent by their signatures below that the following resolutions shall be deemed to be adopted as of the date and year written below, to the same extent and to have the same force and effect as if adopted at a formal meeting of the Board of Directors of said Renn III:

AMENDMENT TO RENN III’s BYLAWS, CODE OF ETHICS
AND AUDIT COMMITTEE CHARTER

      WHEREAS, Renn III has heretofore adopted certain documents for its corporate governance,
and the Board of Directors is authorized to amend such documents; and

      WHEREAS, it is now deemed appropriate by the Board of Directors that such documents be
Amended to continue to meet requirements of various legislative and regulatory actions applicable to
Renn III:

      NOW, THEREFORE, BE IT RESOLVED, effective June 30, 2007, as follows:

that the Bylaws be amended as set forth in the attached Amendment;

that the Code of Ethics be amended as set forth in the attached Code; and

that the Charter of the Audit Committee be amended as set forth in the attached Charter.

IN WITNESS WHEREOF, we have executed this Consent which, if in several original
Counterparts shall be deemed one original, as of the 30 ^th day of June, 2007.

/s/Peter Collins _______________________ /s/ J. Philip McCormick _____________

BYLAWS

RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

ARTICLE I -- OFFICES

Section 1.1. Registered Office and Agency. The registered office of the Corporation shall be at:

8080 North Central Expressway, Suite 210/LB 59

Dallas, Texas 75206

Section 1.2. Other Offices. The Corporation may have, in addition to its registered office, offices and places of business at such places both within and without the State of Texas as the Board of Directors (herein “Board”) may from time to time determine.

ARTICLE Il--OWNERSHIP, MEMBERSHIP AND PURPOSE

Section 2.1. Ownership and Purpose. The Corporation is formed for all general business purposes as may be authorized under the laws of the State of Texas.

Section 2.2. Common Stock. All the Common Stock shall be of equal right in liquidation, in payment of dividends and distributions, and in voting.

Section 2.3. Annual Meeting. An annual meeting of the Shareholders shall be held each year for the purpose of electing Directors and for consideration of any and all business which may be properly brought before the meeting. Unless another prior time or place is designated by the Chairman by notice, such meeting shall be held at the registered offices of the Corporation, at 10:00 AM on the first business day one hundred and sixty (160) days after fiscal year end. Written notice of such meeting shall be provided to the Shareholders, delivered personally, by telegram, by facsimile communication, or by mail and stating the place, date and time for the meeting, not more than sixty (60) or less than thirty (30) days prior to the meeting date.

Section 2.4. Special Meetings. Special meetings of the Shareholders may be called by the Chairman at his discretion and shall be called by the Chairman upon the written request of a majority of the Directors or of the holders of ten (10%) per cent of the outstanding Shares. Written notice of such meeting, delivered personally, by telegram or facsimile communication, or by mail duly posted with postage prepaid and stating the place, date and time for the meeting, the reason for the meeting and the action proposed to be taken, shall be provided to the Shareholders not more than sixty (60) or less than thirty (30) days prior to the meeting date. Business at such special meeting shall be limited to matters specified in the notice.

Section 2.5. Quorum and Manner of Acting. At any meeting of the Shareholders, the presence in person or by proxy of a majority of Shareholders shall constitute a quorum for the transaction of business at such meeting. At such meeting, the action by a majority of the Shareholders or by such larger number as is required by Statute, the Articles of Incorporation or these Bylaws for the action to be taken, whether in person or by proxy, shall constitute the action of the Shareholders.

Section 2.6. Action without a Meeting. Any action which may be required or permitted to be taken by the Shareholders at a meeting, may be taken without a meeting if a written consent setting forth the action to be taken is signed by a majority of the Shareholders or by such larger number as is required by Statute, the Articles of Incorporation or these Bylaws for the action to be taken. Upon Action without a Meeting, such consent shall be placed in the minute books as though it were minutes of a meeting and a notice of such Action without a Meeting shall be furnished to all shareholders within 10 days thereof.

ARTICLE III -- BOARD OF DIRECTORS

Section 3.1. Management and Control. Management and control of the Corporation shall be vested solely in its Board which may exercise all powers of the Corporation and do all lawful acts and things as are not prohibited by Statute, or by the Articles of Incorporation or by these Bylaws.

Section 3.2. Number and Qualifications. The Board shall initially consist of five members, which number may be increased or decreased from time to time by amendment to these Bylaws. Any Directorship to be filled by reason of any increase in number of Directors shall be filled by a majority vote of the Board at a meeting called for that purpose. No decrease in number shall act to reduce the term of office of a duly elected Director unless such Director resigns or is removed from office in accordance with these Bylaws.

Section 3.3. Election and Term of Office. Except for the initial terms, the term of office for a Director shall be three years. At the initial meeting of shareholders, Directors shall be elected for terms staggered over a three year period, and such Directors shall hold office for the term as provided by action of the Shareholders at such meeting. Thereafter, at each annual meeting, the shareholders shall elect the candidates to fill the vacancy of those Directors whose term are expiring, each Share having the right to cast one vote for each Directorship up for election. In the event that the number of Directors is increased, the term of office of such added directorships shall be established so that one-third, or the number nearest one-third, of the Directors are elected each year. In the event that the number of Directors is decreased, the remaining Directors shall serve their term as elected but at the expiration of such term, the term of office upon election shall be established so that one-third, or the number nearest one-third, of the Directors are elected each year. At each such election, the persons receiving a majority of votes shall be the Directors. The Director so elected shall hold office for the term provided and until his or her successor is elected and qualified or until his or her earlier death, resignation, disqualification or removal.

Section 3.4. Removal of Directors. A Director may be removed from office for cause, at any special meeting of the Directors called for that purpose, by the affirmative vote of a 75% majority of the then-sitting Directors, excluding the Director whose term is sought to be revoked. At least fifteen days prior to action, a written notice of intention to present a motion of removal, stating the reasons for the action sought, shall be given to each Director, signed by the Director who proposes to introduce such motion, and by the Director who proposes to second the motion. Notice shall be in such manner and such times as provided in these Bylaws. If the motion is defeated, a further motion for removal of such Director shall not be brought back to the Board until after one year from the date of the failed motion for removal. Cause for removal shall be the Director’s failure without prior excuse from a majority of the Board to attend 4 consecutive Regular meetings; or failure without prior excuse from a majority of the Board to attend a majority of the meetings within the past 12 months; or a ruling of mental incompetence by a Court of proper jurisdiction; or conviction by a Court of proper jurisdiction of commission of a criminal act against or involving the Corporation.

Section 3.5. Vacancies. Any vacancy occurring in the Board by death, resignation, removal or otherwise may be filled by the affirmative vote of a majority of the remaining Directors at any special meeting called for that purpose. Such Director shall serve until the next annual meeting of Stockholders at which time the Director’s election shall be ratified by the shareholders or an alternate Director shall be elected to complete the unexpired term of his or her predecessor in office.

Section 3.6. Place and Time of Meetings. The Annual, Regular and Special meetings of the Board shall be held at such place within the continental United States and at such times as shall be established from time to time by a majority of the Board. In the absence of action by the Board, the date and time shall be established by the Chairman, and notice thereof shall be provided to all Directors at least ten (10) days prior to the Meeting.

Section 3.7. Annual Meeting. An annual meeting of the Board, including any newly elected Directors, shall be held each year immediately following the Annual Meeting of Shareholders. At such annual meeting, Officers for the following year shall be appointed and except as provided by Statute, the Articles of Incorporation, or these Bylaws, any and all business may be transacted at such meeting without prior notice.

Section 3.8. Regular Meeting. Regular meeting of the Board of which no notice to Directors shall be necessary, may be established by resolution duly adopted by the Board, such to be held no less than quarterly and to be held at such regular time and place as may be fixed from time to time by duly adopted resolution. Except as provided by Statute, the Articles of Incorporation, or these Bylaws, any and all business may be transacted at a regular meeting with out prior notice.

Section 3.9. Special Meetings. Special meetings of the Board may be called by the Chairman or by two Directors on ten (10) days written notice to each Director, delivered personally, or by telegram or facsimile communication, or by Express Mail. Such notice shall, in addition to stating the place, date and time for the meeting, state any reason for the meeting and the actions proposed to be taken. Business at such special meeting shall be limited to matters specified in the notice, unless such notice is waived by all Directors.

Section 3.10. Quorum and Manner of Acting. At all meeting of the Directors the presence of a majority of Directors shall constitute a quorum for the transaction of business. Except for a matter that requires action by an amount greater than a majority of the Directors, the action by a majority of the Directors present at a duly constituted meeting shall constitute the act of the Board.

Section 3.11. Action without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by all Directors. Any such consent shall be placed in the minute books as though it were minutes of a meeting.

Section 3.12. Directors Compensation. The Board shall have authority to provide reasonable compensation to the Directors for services on the Board from time to time, and shall reimburse Directors for all reasonable expenses incurred by them on behalf of or as a result of services on the Board of the Corporation. The Board shall also have the authority to employ a Director or to provide special compensation to a Director for special services.

ARTICLE IV -- NOTICES

Section 4.1. Manner of Giving Notice. Unless otherwise specified in these Bylaws, by Stature, or by the Articles of Incorporation any notice required under these Bylaws, or any notice to a Shareholder Director, Officer, or Committee Member, shall be deemed adequate if given in writing by mail, postage prepaid, addressed to such person at his or her address at it appears on the records of the Corporation and deposited in the United States mail. Notice shall be deemed delivered at the time of deposit in the mail.

Section 4.2. Waiver of Notice. Whenever any notice is required to any Director, Officer or Committee Member, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated, shall be deemed equivalent to notice. Any Director, Officer or Committee Member who attends a meeting and votes on the matter which is the subject of notice, waives any defect of notice of such meeting unless such attendance is for the specific purpose of protesting lack of notice and a protest of lack of notice is noted for the record.

ARTICLE V -- OFFICERS, EMPLOYEES AND AGENTS

Section 5.1. Officers. The Officers of the Corporation shall be a Chairman of the Board; (provided if there is no Chairman elected, the President shall serve as Chairman), a President, one or more Vice Presidents, (and if more than one Vice President, each with such descriptive title as the Board shall deem appropriate), a Secretary, and a Treasurer. If not otherwise duly elected as Board members, the Chairman and the President shall, during their term in elected office, be Ex- Officio Directors and, except for the right to vote to amend the Bylaws or to remove a Director from office, such Ex-Officio members shall have full voting powers. No other Officer need be a Director, or shall be a Director by virtue of his or her office.

Section 5.2. Appointments. The Board may also appoint one or more Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries, and such other Officers or Agents as it shall deem necessary from time to time, and such Officers or Agents shall exercise such powers and shall perform such duties as the Board shall determine.

Section 5.3. Compensation. The compensation of all Officers and Agents shall be determined from time to time by the Board. The Board may, subject to its review, delegate the authority to fix the compensation of any Officer or Agent to a Compensation Committee of the Board.

Section 5.4. Term of Office; Removal; Vacancies. Each Officer shall hold office until his or her successor is chosen and qualified or until his or her earlier death, resignation, disqualification or removal. Any Officer or any Agent shall hold office at the pleasure of the Board and may be removed from office at any time and at the sole judgment of the Board.

Section 5.5. Chairman of the Board. The Chairman of the Board, if elected, shall preside at all meeting of the Board and at other public meetings called for purposes of carrying forward the purposes of the Corporation. He or she shall advise the President and other Officers and shall exercise such other powers and duties as shall be assigned to him or her by the Board. Along with the President, he or she shall be the official spokesman for the Corporation. In the event that a President is not elected, the Chairman may, with the consent of the Board, exercise all the powers and duties of the President.

Section 5.6. President. Unless otherwise designated by the Board, the President shall be the Chief Executive Officer of the Corporation and subject to these Bylaws, have the power to exercise general supervision of the affairs of the Corporation. In the absence of the Chairman, the President shall preside at meetings of the Board. He or she shall have general authority to execute bonds, contracts and other documents of the Corporation and to affix the corporate seal thereto; to cause the employment or appointment of Officers and agents; to establish compensation therefore, and to remove or suspend such Agents and Officers. All Officers, Agents and Operational Committees shall report to the President, who shall have authority to suspend or authorize activities of any Committee, subject to review by the Board. In the absence or disability of the President, his or her duties and powers may be exercised by the Vice Presidents in order of seniority, unless otherwise determined by the President or the Board.

Section 5.7. Vice Presidents. Each Vice President shall generally assist the President and shall have such powers and duties as shall be ascribed or delegated to him or her from time to time by the President or the Board.

Section 5.8. Treasurer. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and be responsible for all matters pertaining to the accounts and finances of the Corporation. He or she shall audit all payrolls and vouchers of the Corporation and direct the manner of certifying same for payment, shall maintain accurate books and records of all receipts and disbursements and of all assets and liabilities; and shall prepare financial reports for the President and the Board no less than annually and at such other times as the President or the Board shall request. The Treasurer shall cause all moneys and funds of the Corporation tø be deposited with banking or financial depositories selected by the Corporation, and shall be responsible for the collection of all accounts and moneys due to the Corporation. The Treasurer shall have the power to endorse for deposit all checks, drafts, bills of exchange or other commercial papers payable to the Corporation and to give receipts therefore. In the absence of the Treasurer, his or her duties may be performed by an Assistant Treasure in the order of seniority, unless otherwise determined by the President or the Board. If required by the Board, the Treasurer shall provide the Corporation with a surety bond, in such sum and with such sureties as the Board approves, to assure the full and faithful performance of his or her duties; the cost of such bond to be paid for by the Corporation.

Section 5.9 . Assistant Treasurer. Each Assistant Treasurer shall assist the Treasurer and shall have such powers and perform such duties as shall be delegated to him or her by the Treasurer, the President or the Board.

Section 5.10. Secretary. The Secretary shall see that notice of meetings are given to all Directors and to Shareholders as required by these Bylaws, and shall keep true and proper notes and minutes of all meeting of the Shareholders, the Board and any Committees thereof. The Secretary shall be responsible for the maintenance of all records of the Corporation (except for those of which some other office is accountable), shall have possession of the Corporate Seal and shall have the Authority to attest any and all writing and documents to which the same may be affixed. In the absence of the Secretary, his or her duties may be performed by an Assistant Secretary in the order of seniority, unless otherwise determined by the Board.

Section 5.11. Assistant Secretary. Each Assistant Secretary shall assist the Secretary and shall have such~ powers and perform such duties as shall be delegated to him or her by the Secretary, the President or the Board.

Section 5.12. Additional Powers and Duties. In addition to the foregoing, the several appointed and elected Officers or Agents shall perform such other duties and have such further powers as may be properly delegated to them from time to time by the Board or any duly authorized superior Officer.

ARTICLE VI-- COMMITFEES

Section 6.1. Board Committees. The Board may establish committees from time to time for such purposes as the Board may determine, and may vest those committees with such authority as the Board shall desire to grant, provided that any action of such committees shall at all time be subject to review of the Board, and such Committees shall not have power to remove Directors or to amend these Bylaws. Each such committee shall designate a Chairman and a Secretary. The Secretary shall keep minutes of the Committee meetings and its actions, and copies thereof shall be furnished to the Corporation Secretary and to the Directors. Subject to review by the Board, each committee shall establish its own rules of procedure.

Section 6.2. Executive Committee. The Board may establish an Executive Committee consisting of the Chairman, the President and such additional members as to constitute not less than a majority of the whole Board, which committee shall be vested with the fullest authority to act on behalf of the Board in the event of emergency and inability to convene the full Board with in the time limits available. Such Committee shall be convened on 72 hours notice to Committee members by the Chairman or the President. All actions of the Executive Committee are subject to review and termination by the Board but shall be binding on the corporation until terminated. All Directors shall receive notice of, and be entitled to attend, any meeting of the Executive Committee.

ARTICLE VII-- OTHER PRO VISIONS

Section 7.1. Reserves. There may be created from time to time by resolution of the Board, out of the undistributed funds of the Corporation, reserve or reserves as the Board, in it’s sole discretion, think proper or necessary for payment of present or future operating expenses and liabilities, or to repair or maintain property of the Corporation, or for such other purpose as the Directors deem necessary and proper; and the Board may further modify or abolish such reserves in the same manner as created.

Section 7.2. Fiscal year. The fiscal year of the Corporation unless otherwise fixed by Resolution of the Board, shall end on December 31.

Section 7.3. Seal. The Corporation Seal shall be in such form as shall be adopted and approved from time to time by the Board. The Seal shall be used by the Secretary when necessary to authenticate a Corporation action by affixing the seal, or a facsimile thereof, to the requisite resolution, contract, bill, deed or other document.

Section 7.4. Indemnification. Any person, (or his or her testator or personal representative), made a party to any civil or criminal action, suit or proceeding by reason of the fact that he or she, is or was a Director, Officer, Employee or Agent of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorneys fees, court costs and amounts paid in settlement of judgments or claims, (other than amounts paid to the Corporation by him and except in relation to matter as to which it shall be adjudged in such civil or criminal action or proceeding that such Officer, Director, Agent or Employee is liable for gross negligence or misconduct in the performance of his or her duties to the Corporation.) In the case of a criminal action or proceeding, a conviction (whether based on a plea of guilty or nolo contendere, or after trial) shall not of itself be deemed an adjudication of liability for gross negligence or misconduct in the performance of duties. The rights herein provided shall not be exclusive of any other rights of indemnification provided by Statute, the Articles of Incorporation or by action of the Board.

Section 7.5. Surety Bonds. Such Officers, Directors, Agents and Employees of the Corporation as the President or the Board may direct, may, from time to time, be bonded for the faithful performance of their duties and for the restoration to the Corporation of all books, papers, money or other property of what ever kind in their control, in such amounts and by such sureties as the Corporation shall select. The premiums on such bond shall be paid by the Corporation and the Bonds so furnished shall be in the custody of the Secretary.

ARTICLE VIII-- AMENDMENTS

Section 8.1. Amendments by the Board of Directors. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board by a 2f3rds majority vote of the then-sitting Directors, provided that notice of intention to amend the Bylaws and the proposed amendments shall have been furnished to all Directors at least 10 days prior to the Meeting by the Secretary or by the Director who proposes the Amendment and the Director who shall propose to second the motion to amend, provided however, that a motion to increase or decrease the number of directors or to amend the terms of office of Directors shall require a 75% majority vote of the then-sitting Directors.

Section 8.1. Amendments by the Shareholders. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Shareholders by a 75% majority vote of the Shareholders provided that notice of intention to amend the Bylaws and the proposed amendments shall have been furnished to all Shareholders at least 30 days prior to the Meeting by the Secretary or by the Shareholder who proposes the Amendment and the Shareholder who shall propose to second the motion to amend.

EXIBIT E

DIVIDEND REINVESTMENT PLAN

RENAISSANCE CAPITAL GROWTH & INCOME FUND III , I NC.

TERMS AND CONDITIONS

1. Each shareholder (‘Shareholder” or “Participant”) holding shares of common stock (“Shares”) of Renaissance Capital Growth & Income Fund III, Inc. (the “Fund”) will automatically be a participant in the Dividend Reinvestment and Cash Purchase Plan (the “Plan”), unless RenCap Securities, Inc., (the “Plan Agent” or “RenCap’), is otherwise instructed by the Shareholder, in writing, to have all distributions, net of any applicable U.S. withholding tax, paid in cash. A Shareholder who does not wish to participate in the Plan will receive all distributions in cash and will be paid by check in U.S. dollars mailed directly to such Shareholder. The Plan Agent will act as agent for individual Shareholders and will open an account for each Shareholder under the Plan in the same name as her or his present Shares are registered.

2. Whenever the directors of the Fund declare a capital gains distribution or an income dividend payable in Shares or cash, participating Shareholders will take such distribution or dividend entirely in Shares to be issued by the Fund and the Plan Agent shall automatically receive such Shares, including fractions, for the Shareholder’s account, except in the circumstances described in paragraph 3 below.

3. The Plan Agent shall have two methods to acquire Shares. First, whenever the market price (“Market Price” as defined in paragraph 5) per Share equals or exceeds the net asset value (“NAV” as defined in paragraph 5) per Share at the time the Shares are valued for the purpose of determining the number of Shares equivalent to the dividend or distribution (the “Valuation Date”), the Plan Agent will issue in consideration for the dividend or capital gain of each Participant, Shares at NAV. Second, if on the Valuation Date the Shares are trading below NAV, the Plan Agent, as agent for each participant, will receive the dividend or distribution of each Participant’s Shares and apply the same (less such Participant’s pro rata share of brokerage commissions incurred) to the Plan Agent’s open market purchases in connection with the reinvestment of such dividend or distribution to purchase in the open market such Shares for the Participants’ account. Such purchases will be made on or shortly after the payment date for such dividend or distribution, and in no event more than 45 days after such date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities law (in such case, Shares would be issued at 95% of NAV on Valuation Date). All dividends, distributions and other payments (whether made in cash or in Shares) shall be made net of any applicable withholding tax. If such open market purchases cause the price to increase to NAV, the plan agent shall utilize the first method described above to acquire the Shares. In either case, for the purposes of the above investment, the Plan Agent may commingle Participant’s Funds, and the price for such acquired Shares shall be the average price (including brokerage commissions) of all Shares acquired (including newly issued Shares) by the Plan Agent for such quarterly dividend or capital distribution.

4. The open-market purchases provided for above may be made on any securities exchange where the Shares are traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. Funds held by the plan Agent will not bear interest. In addition, it is understood that the Plan Agent shall have no liability (other than as provided in paragraph 12 hereof) in connection with any inability to purchase Shares within 45 days after the payment date of any dividend or distribution as herein provided or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to value of the Shares acquired for any Shareholder’s account.

5. For all purposes of the Plan: (a) the market price of Shares of the Fund on a particular date shall be the last sales price on the close of the previous trading day or, if there is no sale on that date, then the mean between the closing bid and asked quotations for such stock on such date, (b) NAV per share of common stock on a particular date shall be as determined by or on behalf of the Fund.

DIVIDEND REINVESTMENT PLAN ( CONTINUED )

6. The Plan Agent will hold Shares acquired pursuant to the Plan in non-certified form in the name of the Shareholder for whom such Shares are being held. The Plan Agent will forward to each Shareholder participating in the Plan any proxy solicitation material received by it and will vote any Shares so held for any such ‘Shareholder only in accordance with the proxy returned by her or him to the Fund. In the case of Shareholders, such as banks, brokers or nominees, that hold Shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by such Shareholders as representing the total amount registered in the names of such Shareholders and held for the account of beneficial owners who participate in the Plan. Upon a Shareholder’s written request, the Plan Agent will deliver to her or him, without charge, a certificate or certificates representing all full Shares held by the Plan Agent pursuant to the Plan for the benefit of such Shareholder.

7. The Plan Agent will confirm in writing, each acquisition made for the account of a Shareholder as soon as practicable but in any event not later than 60 days after the date thereof. Although a Shareholder may from time to time have an undivided fractional interest (computed to three decimal places) in a share of common stock of the Fund, no certificates for fractional Shares will be issued. However, dividends and distributions on fractional Shares will be credited to each Shareholder’s account. In the event of termination of a Shareholder’s account under the Plan, the Plan Agent will adjust for any such undivided fractional interest in cash at the market value of the Shares at the time of termination.

8. Any stock dividends or split Shares distributed by the Fund on Shares held by the Plan Agent for a Shareholder will be credited to the Shareholder’s account. In the event that the Fund makes available to Shareholders, rights to purchase additional shares or other securities, the Plan Agent will sell such rights and apply the proceeds of the sale to the purchase of additional shares of common stock of the Fund.

9. A Shareholder may terminate her or his participation in the Plan by notifying the Plan Agent in writing. Such termination will be effective immediately if notice is received by the Plan Agent not less than 10 days prior to any dividend or distributions, on the first trading day after the dividend or distribution paid for such record date shall have been credited to such Shareholder’s account. The Plan may be terminated by the Plan Agent or the Fund with respect to any voluntary cash payments made for any dividend or distributions paid subsequent to the notice of termination in writing mailed to the Shareholders at least 30 days prior to the annual contribution date, in the case of voluntary cash payments, or the record date for the payment of any dividend or distribution by the Fund. Upon any termination, the Plan Agent will cause a certificate or certificates for the full shares held for a Shareholder under the Plan and cash adjustment for any fraction to be delivered to her or him.

10. These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to the Shareholders appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by the Shareholders unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of a Shareholder’s account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor Plan Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Agent under these terms and conditions. Upon any such appointment of a Plan Agent for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan Agent, for the Shareholders’ accounts, all dividends and distributions payable on the Shares held in the Shareholders’ name or under the Plan for retention or application or such successor Plan Agent as provided in these terms and conditions.

11. The Plan Agent will use its best efforts to have the Shares issued pursuant to the Plan be registered and freely tradable as soon as practicable.

12. The Plan Agent shall at all times act in good faith and agree to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by its negligence. bad faith or willful misconduct of that of its employees.

13. This Agreement shall be construed and enforced in accordance with and governed by the laws and regulations of the State of Texas and the Securities laws of the United States.

Page 2

DIVIDEND REIN VESTMENT PLAN (CONTINUED)

This Plan is dated as of the 15th day of February 1994.

Plan Agent

RenCap Securities, Inc.

by: Is! Martin J. Cohen

Martin J. Cohen, President

Attest:

by:     /s/ Barbe Butschek
           Barbe Butschek, Secretary

Page 3

RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

DIVIDEND REINVESTMENT PLAN

AMENDMENT NO. 1

1. The Plan Agent for the Dividend Reinvestment Plan of Renaissance Growth & Income Fund III, Inc. shall be American Stock Transfer & Trust Company.

2. The references to forty-five (45) days in Sections 3 and 4 shall be changed to thirty (30) days with respect to the period for open-market purchases of shares through the reinvestment of dividends, and the parenthetical reference in the third sentence of Section 3 is eliminated.

Dated: August 15, 2001

DA-80417 vi 1263485-0001

EXHIBIT G

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT ("Agreement") made this _____ day of_____________, 2009, by and between RENN Global Entrepreneurs Fund, Inc. (f/k/a Renaissance Capital Growth & Income Fund III, Inc.) , a Texas corporation (the "Fund"), and RENN Capital Group, Inc. , a Texas corporation (the "Adviser"):

WHEREAS , the Fund will operate as a registered closed-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act"), and will engage in the business of making investments consistent with its operation as a regulated investment company (“RIC”) qualified for tax treatment under Subchapter M of Title 26 of the United States Code;

WHEREAS , the Adviser is engaged in the business of rendering investment advisory, management and administrative services with respect to investments of the type made by the Fund; and

WHEREAS , the Fund deems it advisable to retain the Adviser to render certain investment advisory, management and administrative services to the Fund, and the Adviser desires to provide such services to the Fund, on the terms and conditions hereinafter set forth;

NOW , THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Fund and the Adviser hereby agree as follows:

Engagement . Commencing on the date hereof, the Fund engages and retains the Adviser to provide, or to make arrangements with suitable third parties to provide, the investment advisory, management and administrative services described below, subject to the supervision of the Board of Directors of the Fund (collectively, the “Board” and each member, a “Director”), for the period and on the terms and conditions set forth in this Agreement. The Adviser hereby accepts such engagement and agrees, during the terms of this Agreement, at its own expense (except as otherwise provided herein), to provide, or to make satisfactory arrangements for the provision of, such services and to assume the obligations herein set forth for the compensation provided herein.

Term . Subject to the provisions of Section 13 hereof, the initial term of this Agreement will be for the period commencing on the date of this Agreement and expiring two years from said date. Thereafter, this Agreement shall automatically be extended for successive one-year terms until terminated by either party hereto in accordance with the provisions of Section 13.

Provision of Investment Advisory Services . The Adviser shall, within a reasonable period of time after any request by the Fund, provide the Fund with such investment research and advice as the Fund may request with respect to any existing or proposed investment that is consistent with the investment objective and policies of the Fund as set forth in the Fund's most recent prospectus as filed with the Securities and Exchange Commission or in such other, more recent document as may properly set forth such information. The Adviser agrees to comply with all provisions of the 1940 Act and all rules and regulations promulgated thereunder in providing the services to the Fund described herein. The Adviser's investment services shall include identifying, evaluating, structuring, acquiring, monitoring, holding, managing and arranging for the disposition of investments for the Fund.

Provision of Management and Administrative Services . The Adviser shall provide, or arrange for suitable third parties to provide, any and all management and administrative services reasonably necessary for the operation of the Fund and the conduct of its business. Such management and administrative services shall include, but not be limited to, the following:

a. Providing the Fund with such office space, equipment, facilities and certain supplies, and the services of such clerical and other personnel of the Adviser, as may be necessary or required for the reasonable conduct of the business of the Fund:

Keeping and maintaining the books and records of the Fund and handling communications and correspondence with shareholders of the Fund:

Preparing such accounting, management and other reports and documents as may be necessary or appropriate for the reasonable conduct of the business of the Fund;

Making such arrangements and handling such communications with accountants, attorneys, banks, transfer agents, custodians, underwriters, insurance companies, depositories and other persons as may from time to time be requested by the Fund or may be reasonably necessary to perform any of the other services to be rendered by the Adviser under this Agreement;

Providing such other managerial and administrative services as may be reasonably requested by the Fund to identify, evaluate, structure, monitor, acquire and dispose of Fund investments;

Providing such other advice and recommendations with respect to the business and affairs of the Fund as the Adviser shall deem to be desirable or appropriate; and

Providing, as may be appropriate or necessary, from time to time, a director designee or advisory director to the Fund’s portfolio companies and making arrangements for the provision, at such costs as are reasonable and appropriate and for the benefit of the Fund, of such other management assistance to portfolio companies as may be appropriate or necessary pursuant to the applicable requirements of the 1940 Act.

Supervision . The performance by the Adviser of its duties and obligations hereunder shall be subject to the control and supervision of the Board, including those Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act (the “Disinterested Directors”). The Adviser's determination of what services are necessary or required for the operation or to reasonably conduct the business of the Fund shall be subject to review by the Board and such Disinterested Directors. The Adviser shall provide such periodic reports to the Fund of the performance of its obligations hereunder as may be requested by the Board. The Adviser and its affiliates shall, for all purposes herein described, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

Allocation of Costs and Expenses .

a. Costs and Expenses of the Adviser . Except as set forth below, the Adviser shall bear the costs and expenses incurred or paid by the Adviser in providing the services to the Fund under Section 3 hereof that are not directly allocable and identifiable to the Fund or its business or its investments or proposed investments. Included in such costs to be borne by the Adviser are the cost of office space, equipment and certain supplies utilized by the Fund's personnel and all wages, salaries and benefits of the Adviser's staff and personnel (except for (i) consultants retained by the Adviser or the Fund with respect to proposed or actual investments and (ii) persons responsible for the Fund’s compliance with applicable laws and regulations). Notwithstanding the foregoing, the Adviser shall not be responsible for the cost of services provided by any custodian, transfer agent, accountant or counsel required by the Fund.

b. Expenses of the Fund . Except as provided in Section 6(a) above, the Fund shall bear (and shall reimburse the Adviser for) all costs and expenses directly allocable and identifiable to the Fund or its business or its investments, including, but not limited to, all out-of-pocket expenses with respect to proposed or actual investments or dispositions thereof, expenses of registering securities under federal and state securities laws, costs of printing proxies and other expenses related to meetings of shareholders, calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm), litigation expenses, costs of third party evaluations or appraisals of the Fund (or its assets) or its proposed or actual investments, the Fund’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums, fees for Disinterested Directors, fees of legal counsel and other legal fees, fees of independent public accountants, Director fees, expenses of printing or distributing reports to shareholders and regulatory bodies, federal, state and local taxes, and any other costs and expenses directly allocable and identifiable to the Fund or its business or investments.

Compensation of the Adviser. The Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a management fee. The management fee shall be calculated each quarter as 0.4375 percent of the Fund’s Net Assets as of the end of the quarter being calculated and shall be payable in arrears. Such payment shall be payable to the Adviser no later than the day after which filings with the Securities and Exchange Commission are required to be made by the Fund for such calendar quarter. If this agreement is terminated prior to the end of a calendar quarter, then the management fee shall be appropriately prorated. For this purpose, “Net Assets” shall mean the gross assets of the Fund, less any outstanding liabilities, as determined consistent with generally accepted accounting principles then in effect.

Representations and Covenants of the Adviser. The Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and covenants that (1) it will remain so registered during the term of this Agreement, and (2) that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

Representations and Covenants of the Fund. The Fund represents that it is a registered closed-end investment company and covenants that it will remain so registered and will comply with all applicable requirements under the 1940 Act during the term of this Agreement.

10.

Liability of the Adviser . The Adviser, its officers, directors, employees, agents and affiliates (collectively, "Affiliates") shall not be liable to the Fund, or any shareholder of the Fund, for any error of judgment or mistake of law or any loss or damage with respect to any investment of the Fund or arising from any act or omission of the Adviser or any of its Affiliates in the performance of its obligations hereunder, unless such loss or damage is the result of bad faith, negligence, misconduct or any breach of fiduciary duty, disregard of any duties or obligations owed to the Fund by the Adviser or such Affiliates by reason of this Agreement or any relation created hereby.

11.

Indemnification of the Adviser . The Fund shall indemnify and hold harmless, to the extent permitted by law, the Adviser and any of its Affiliates, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (including any action by or in the right of the Fund), by reason of any acts or omissions or alleged acts or omissions arising out of the activities of such person, if such activities were performed in good faith either on behalf of the Fund or in furtherance of the interest of the Fund, and in a manner reasonably believed by such person to be within the scope of the authority conferred by this Agreement or by law against losses, damages or expenses for which such person has not otherwise been reimbursed (including, but not limited to, accountants' and attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such person in connection with such action, suit or proceeding, so long as such person was not guilty of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of his obligations and duties under such contract, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The satisfaction of any indemnification and any holding harmless hereunder shall be from and limited to Fund assets. Notwithstanding the foregoing, absent a court determination that the person seeking indemnification was not liable by reason of "disabling conduct ^" within the meaning of Section 17(h) of the 1940 Act, the decision by the Fund to indemnify such person shall be based upon the reasonable determination, after review of the facts, of the non-party Directors of the Fund, or of independent legal counsel in a written opinion that such person was not liable by reason of such disabling conduct.

12.

Obligations of the Adviser Not Exclusive . The obligations of the Adviser to the Fund are not exclusive. The Adviser may, in its discretion, render the same or similar services to any person or persons whose business may be in direct or indirect competition with the business of the Fund and may be in direct competition with the Fund for particular investments. Additionally, it is contemplated that from time to time one or more of Affiliates of the Adviser may serve as directors, officers or employees of the Fund or the portfolio companies of the Fund or otherwise have an interest or affiliation with the Fund or such portfolio companies or have the same or similar relationships with competitors of the Fund and their portfolio companies. Neither the Adviser nor any of its Affiliates shall in any manner be liable to the Fund solely by reason of the aforementioned activities of the Adviser or such Affiliates.

13.

Duration and Termination . This Agreement shall become effective as of the first date above written. This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Fund’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Fund and (b) the vote of a majority of the Fund’s Directors who are not parties to this Agreement or who are Disinterested Directors of any such party, in accordance with the requirements of the 1940 Act. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Fund, or by the vote of the Fund’s Directors or by the Adviser. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act). Notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 7 through the date of termination or expiration and Sections 8, 9 and 10 shall continue in force and effect and apply to the Parties and their representatives as and to the extent applicable.

14.

Use of Name . The Adviser reserves the right to grant the use of the names "Renaissance," “RENN” or ^" Renaissance Capital" or similar names to another investment company, business development company or business enterprise. The Adviser also reserves the right to withdraw from the Fund the right to use the name or names "Renaissance," “RENN” or ^" Renaissance Capital" upon termination of this Agreement or at any other time, provided that, if the right to withdraw the name or names "Renaissance," “RENN” or "Renaissance Capital" is exercised by the Adviser, the Directors will submit the question of continuing this Agreement to a vote of the shareholders of the Fund.

15.

Notices . All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered, as evidenced by an executed receipt, or on the date received if mailed, postage prepaid, by certified mail, return receipt requested, or upon the date of transmission if telegraphed or faxed and confirmed the same day, if addressed to the respective parties as follows:

If to the Fund :

RENN Global Entrepreneurs Fund, Inc.

8080 North Central Expressway,

Suite 210/ LB 59

Dallas, TX 75206

Fax No: 214/ 891-8291

ATTN: President

If to the Adviser :

RENN Capital Group, Inc.

8080 North Central Expressway

Suite 210/ LB 59

Dallas, TX 75206

Fax No: 214/891-8106

ATTN: President

16.

Definitions . The terms "assignment" and ^" majority of the outstanding voting securities" shall have the meanings given to them by Sections 2(a)(4) and 2(a)(42), respectively, of the 1940 Act.

17.

Assignment . This Agreement may not be assigned by either party hereto and will automatically terminate in the event of its assignment.

18.

Amendment . This Agreement may be amended only by an instrument in writing executed by both parties thereto; provided, however, that this Agreement may be amended by the parties only if such amendment is approved in conformity with the 1940 Act.

19.

Governing Law . This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas and the applicable provisions of the 1940 Act.

20.

Prior Agreements . This Agreement supersedes any prior investment advisory agreements between the parties hereto.

RENN Global Entrepreneurs Fund, Inc. RENN Capital Group, Inc.

By:_ /s/ Russell Cleveland ______________ By: /s/ Russell Cleveland ____________
Russell Cleveland, President Russell Cleveland, President

EXHIBIT J

CUSTODIAL AGREEMENT

This Agreement, dated as of January 1, 2001, between The Frost National Bank, ("FNB"), a national banking association, and Renaissance Capital Growth and Income Fund III, Inc. ("Ren III"), a Texas corporation.

WITNESSETH:

      WHEREAS Ren III is a registered investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the "Investment Act").

     WHEREAS Ren III has appointed Renaissance Capital Group, Inc. as its registered investment advisor ("Investment Advisor").

     WHEREAS pursuant to the Investment Act, Ren III is required to maintain its cash, securities and other assets with a qualified custodian and wishes to appoint FNB as its custodian on the terms and subject to the conditions set forth in this Agreement.

     Pursuant to due authorization, Ren III hereby appoints FNB as custodian of its assets, and FNB hereby accepts such appointment, for the following purposes and upon the following conditions:

Section 1. Appointment of Custodian .

FNB shall act as custodian for all of Ren III's cash, securities and other assets which are transferred to FNB or its nominees, as custodian, and shall maintain those control policies and procedures specified herein to ensure the safekeeping of Ren III assets. FNB shall maintain accurate records regarding the acquisition and disposition of Ren III assets in its custody. Except as otherwise provided herein, FNB shall perform its duties as custodian as soon as operationally possible in accordance with the written instructions or directions submitted from time to time by the Authorized Parties (as hereinafter defined). This Agreement sets forth the exclusive duties of FNB with respect to any and all matters pertinent hereto and no implied duties or obligations of FNB shall be read into this Agreement. FNB may act relative hereto upon the written advice of counsel in reference to any matter connected herewith and shall not be liable for any mistake of fact, error of judgment, or any acts or omissions of any kind while acting in good faith and exercising reasonable judgment. FNB shall not have any obligations hereunder with respect to any cash, securities or other assets until such time as same have actually been received by FNB. FNB shall never have any obligation to pursue collection of any assets to be held in its custody under this Agreement.

Section 2. Authorization and Signatures .

Ren III has sole power, authority, and duty to manage, invest, and reinvest the custodial assets. The Board of Directors of Ren III shall vest such authority in Authorized Parties, who shall be those individuals or persons whose names are provided to FNB from time to time in a certified resolution of the Board of Directors of Ren III. Any additions to such list of Auth~lzed Parties shall be made only pursuant to certified resolution of the Board of Directors of Ren 111. Deletions to such list of Authorized Parties may be made upon a directive executed by two (2) Authorized Parties. Notwithstanding any other provision herein, FNB shall not `execute any transaction without having two (2) signatures of duly Authorized Parties. FNB shall have no
discretionary authority or control with respect to the management, investment or disposition of custodial assets. Authorized Parties shall deliver written instructions to FNB specifying all details of any action to be taken by FNB, and FNB shall execute all directives as soon as operationally possible; provided, however, with respect to any directives received by FNB by 12:00 o'clock noon on a weekday that it is open for business, directing FNB to either purchase securities, wire transfer funds, or sell or deliver any securities, FNB shall use its best efforts to initiate such purchase, wire transfer or deliver out the subject securities, as the case may be, by the close of that business day. FNB shall act in accordance with such written instructions, provided FNB is in possession of sufficient assets in Ren III's account to accomplish such instructions. Ren III will designate to FNB, in a written direction signed by two or more Authorized Persons, money market mutual funds available to FNB, or other short-term investments into which cash assets, including proceeds of securities sales and interest and dividend payments shall be placed. Ren III will designate to FNB, in a written direction signed by two or more Authorized Persons, one or more custodial brokerage accounts to which custodial securities may be transferred by FNB, and Authorized Persons may direct the purchase or sale of such securities held in such custodial brokerage accounts.

Section 3. Receipt and Disbursement of Money .

FNB shall open and maintain a separate account or accounts in the name of Ren III, subject only to draft or order by FNB acting pursuant to the terms of this Agreement. FNB shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of Ren III. FNB shall make payments of such cash to, or for the account of, Ren III only (a) for the purchase of portfolio securities, (b) for the purchase or redemption of shares of the capital stock of Ren III upon delivery thereof to FNB, (c) for the payment of interest, dividends, taxes, management or supervisory fees or operating expenses (including, without limitation, fees for legal, accounting and auditing services, (d) for payments in connection with the conversion, exchange or surrender of securities owned or subscribed to by Ren III held by or to be delivered to FNB, (e) the purchase of government securities, or (f) for other proper corporate purposes. Before making any such payment, FNB shall receive (and may rely upon) an officer's certificate requesting such payment and stating that it is for a purpose permitted under the terms of items (a), (b), (c), (d) or (e) of this subsection A, and also, in respect of item (f), upon receipt of an officers' certificate and a certified copy of a resolution of the Board of Directors of Ren III signed by an officer of Ren III and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made.

FNB is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received by FNB for the account of Ren III.

Section 4. Receipt of Securities .

FNB shall hold in a separate account in San Antonio, Texas, or such other location that is mutually agreeable to FNB and Ren III, and physically segregated at all times from those of any other persons, firms or corporation, pursuant to the provisions hereof, all securities received by it for or for the account of Ren III. All such securities are to be held or disposed of by FNB for, and subject at all times to the instructions of, Ren III pursuant to the terms of this Agreement. FNB shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except pursuant to the directive of Ren III and only for the account of Ren III as set forth in Sec. 5 of this Agreement.

Section 5. Transfer, Exchange, Redelivery, of Securities

.
FNB shall have sole power to release or deliver any securities of Ren III held by it pursuant to this Agreement. FNB agrees to transfer, exchange, or deliver securities held by it hereunder only (a) for sales of such securities for the account of Ren III, (b) when such securities are called, redeemed or retired or otherwise become payable, (c) for examination by any broker selling any such securities in accordance with "street delivery" custom, (d) in exchange for or upon conversion into other securities alone or other securities and cash whether pursuant to any plan or merger, consolidation, reorganization, recapitalization or readjustment, or otherwise, (e) upon conversion of such securities pursuant to their terms into other securities, (f) upon exercise of subscription, purchase or other similar rights represented by such securities, (g) for the purpose of exchanging interim receipts or temporary securities for definitive securities, (h) for the purpose of redeeming in kind shares of capital stock of Ren III upon delivery thereof to FNB, (i) for the purpose of facilitating the purchase and/or sale of government securities, or (j) for other proper corporate purposes. As to any deliveries made by FNB pursuant to items (b), (d), (e), (f), (g), and (i), securities or cash receivable in exchange therefor shall be deliverable to FNB or at its direction. Before making any such transfer, exchange or delivery, FNB shall receive an officer's certificate authorizing such transfer, exchange or delivery and stating that it is for a purpose permitted under the terms of items (a), (b), (c), (d), (e), (f), (g), (h) or (i) of this Sec. 5 and also upon receipt of an officers' certificate and a certified copy of a resolution of the Board of Directors signed by an officer of Ren III and certified by its Secretary or an Assistant Secretary, specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purposes to be proper corporate purposes, and naming the person or persons to whom delivery of such securities shall be made in respect of item (j).

Section 6. FNB's Acts Without Instructions .

Unless and until FNB receives an officer's certificate to the contrary, FNB shall:


	(a)	present for payment all coupons and other income items held by it for the account of Ren III which call for payment upon presentation and hold the cash received by it upon such payment for the account of Ren III;
	(b)	receive interest and cash dividends received, with notice to Ren III, to the account of Ren III;
	(c)	hold for the account of Ren III hereunder all stock dividends, rights and similar securities issued with respect to any securities held by it hereunder; and (d) execute as agent on behalf of Ren III all necessary ownership certificates required by the Internal Revenue Code or the Income Tax Regulations of the United States Treasury Department or under the laws of any State now or hereafter in effect, inserting Ren III's name on such certificate as the owner of the securities covered thereby, to the extent it may lawfully do so.

Section 7. Nominees .

FNB may hold all or any of the property in its name, in the name of its nominee, and in such form as will permit title thereto to pass by delivery, in the name "Frost National Bank FBO Renaissance Capital Growth and Income Fund III, Inc." or in the name of Ren III. No such holding shall relieve FNB of liability for any loss resulting from an improper act of such nominee in connection with the property so held. At FNB's option, FNB may act through its nominees or custodians having accounts with the Depository Trust Company (DTC) as a depositor for all monies, dividends, interest, and other income earned upon the Ren III assets held by it and maintain proper records pertaining to such income.

Section 8. Voting and Other Action .

Neither FNB nor any nominee of FNB shall vote any of the securities held hereunder by or for the account of Ren III, except in accordance with the instructions contained in an officer's certificate. FNB shall deliver or cause to be executed and delivered in a commercially prompt manner, to Ren III all notices, proxies and proxy soliciting materials with relation to such securities, such proxies to be executed by the registered holder of such securities (if registered otherwise than in the name of Ren III), but without indicating the manner in which such proxies are to be voted.

FNB shall, in a commercially prompt manner, transmit to Ren III all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by FNB from issuers of the securities being held for Ren III. With respect to tender or exchange offers, FNB shall, in a commercially prompt manner, transmit to Ren III all written information received by the FNB from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. As used herein, the phrase "commercially prompt manner" shall mean within five (5) business days.

Section 9. Tax Reports and Returns .

FNB shall be under no duty to file, on behalf of Ren III, or the officers, directors, or shareholders in Ren III, tax returns, reports or statements with any governmental authority. FNB is authorized, however, in the name of and on behalf of Ren III, to execute any certificates of ownership or other reports which may be required by the United States, or any state or other jurisdiction with respect to any property being held pursuant to this Agreement. It shall be Ren III's responsibility to ensure compliance with any applicable tax reporting and withholding tax requirements. FNB shall deliver to Ren III all Forms 1099 it receives with respect to the custodial assets.

Section 10. Custodial Statements .

FNB shall furnish to the Investment Advisor a statement of account as of the last day of each quarter and the last day of each fiscal year, consisting of a statement of account including cash receipts and disbursements and a list of assets held pursuant to this Agreement. Such statements shall be furnished to the Investment Advisor within thirty (30) business days after the later of the last day of each such quarter or fiscal year or within five (5) business days after receipt of the valuation supplied by the Board of Directors of Ren III. FNB shall also prepare such other special reports and statements as may be reasonably requested by Ren III or the Investment Advisor from time to time. In the preparation of such statements, FNB shall use the value of the assets of Ren III as determined by its Board of Directors.

Section 11. Exchange of Temporary Certificates .

FNB is authorized to exchange securities in temporary form for securities in definitive form or to effectuate other transitional changes such as a change in the par value or share denomination or the issue of replacement or renewal certificates or securities to effect exchanged certificates.

Section 12. Independent Audit.

FNB shall furnish to Ren III a SAS 70 Report as prepared annually by independent audit of the FNB Trust Functions within five (5) days after FNB's receipt of same from its auditors.

Section 13. Termination of Agreement.

This Agreement may be terminated by Ren III, or by FNB, on sixty days' notice, given in writing and sent by registered mail to FNB or to Ren III as the case may be. Upon any termination of this Agreement, pending appointment of a successor to FNB or a vote of the shareholders of Ren III to dissolve or to function without a custodian of its cash, securities and other property, FNB shall not deliver cash, securities or other property of Ren III to Ren III, but may, with the consent of the Board of Directors, deliver them to a bank or trust company in Dallas, Texas having an aggregate capital, surplus and undivided profits, as shown by its last published report of not less than five hundred thousand dollars ($500,000) as a custodian for Ren III to be held under terms similar to those of this Agreement; provided, however, that FNB shall not be required to make any such delivery or payment until full payment shall have been made by Ren III of all liabilities constituting a charge on or against the properties then held by FNB or on or against FNB, and until full payment shall have been made to FNB of all its fees, compensation, costs and expenses, subject to the provisions of this Agreement. In the event Ren III's Board of Directors has not appointed a successor custodian or otherwise consented to FNB's delivery of the assets held hereunder to a bank or trust company meeting the requirements set forth above upon the expiration of sixty (60) days from the date notice of termination is given by either party, FNB's obligations hereunder shall terminate and FNB may, at its election, interplead such assets with a court of competent jurisdiction in Dallas County, Texas, and FNB shall be entitled to recover from Ren III and/or the assets deposited with the court, its attorneys' fees and costs in connection with such interpleader. Upon the delivery by FNB of any assets to a successor custodian, bank or trust company, or a Dallas County District Court, FNB shall be released of any further responsibility or liability with respect to such assets.

Section 14. Concerning Custodian.

A. FNB shall be paid as compensation for its services pursuant to this Agreement such compensation pursuant to the fee schedule attached as Exhibit I. Ren III shall also pay for all out of pocket expenses incurred by FNB in the performance of its duties hereunder, including without limitation, the reasonable attorneys' fees it incurs as a result of such duties and/or the negotiation and preparation of this Agreement. The cash, securities and other assets held by FNB hereunder shall serve as security for all amounts owing hereunder to FNB by Ren III.

B. FNB may rely and shall not be liable to any party for such reliance, upon any instrument or certificate herein described or certified copy of any resolution of the Board of Directors reasonably believed by FNB to be genuine, sufficient and properly presented. FNB shall not be liable in any respect on account of the authenticity, identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers or notices deposited or called for hereunder.

C. Ren IIl agrees to indemnify and hold harmless FNB and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable counsel fees) incurred or assessed against FNB or its nominees in connection with the performance of this Agreement, except such as may arise from FNB's or its nominee's own gross negligence or willful misconduct. In the event of any advance of cash for any purpose made by FNB resulting from orders or instructions of Ren III, or in the event that FNB or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from FNB's or its nominee's own gross negligence or willful misconduct, any property at any time held for the account of Ren III shall be security therefor.

Section 15. Inspection.

Ren III, or its designee, shall have the right to physically inspect the tangible assets held in FNB's custody, during normal business hours, upon reasonable notice. Ren III acknowledges that it will not be able to physically inspect any assets held by DTC.

Section 16. Notice.

Unless otherwise provided, all notices and other communications required or permitted under this Agreement shall be in writing and shall be mailed by United States first-class mail, postage prepaid, sent by facsimile or delivered personally by hand or by a nationally recognized courier addressed if to Investment Advisor: 8080 N. Central Expressway, Suite 210 LB-59, Dallas, Texas 75206, facsimile number (214) 891-8106, Attention: Barbe Butschek or if to FNB: 8201 Preston Road, Dallas, Texas 75225, facsimile number [(214) 515-4939, Attention: Thomas Welch, or at such other address or facsimile number as such party may designate by ten (10) days' advance written notice to the other parties hereto. All such notices and other written communications, if properly addressed as above provided, shall be effective upon receipt.

Section 17. Assignment.

This Agreement may not be assigned by FNB without the consent of Ren III, authorized or approved by a resolution of its Board of Directors. Ren III shall not assign this Agreement without the consent of FNB.

Section 18. Compliance with Investment Company Act of 1940.

Ren III agrees to file three (3) copies of this Agreement with the Securities Exchange Commission (the "Commission") pursuant to Section 26(c) of the Investment Company Act of 1940 (the "Act"). In the event any portion of this Agreement is ever determined by the Commission not to comply with the Act, the parties agree to amend the Agreement in such a manner so as to bring this Agreement into compliance.

Section 19. Dispute Resolution.

In order to facilitate an efficient and economical resolution of any disputed matter arising under this Agreement, FNB and Ren III agree that prior to the instigation of litigation by either of the parties, they will use their best efforts to resolve such dispute by first mediating the dispute in good faith. In the event a dispute cannot be resolved through mediation, upon the written request of either party hereto, such dispute shall be submitted to binding arbitration to be administered by the American Arbitration Association in Dallas, Texas, and determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction.

Section 20. Miscellaneous.

This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and may not be modified or amended except in writing signed by both parties hereto. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. This Agreement shall be governed in all respects, including validity, interpretation, and effect, by the laws of the state of Texas, applicable to contracts made and to be performed in Texas. The rights and obligations contained in this Agreement are solely for the benefit of the parties hereto and are not intended to benefit or be enforceable by any other party, under the third party beneficiary doctrine or otherwise. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied to any particular case because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable. Facsimile signatures on any documents shall have the same legal effect as original signatures.

EXECUTED as of the date and year written above.

RENAISSANCE CAPITAL GROWTH &
INCOME FUND III, INC.

By: /s/Russell Cleveland ____________________

Russell Cleveland, President and CEO

FROST NATIONAL BANK

By:_ /s/ Thomas Welch __________________

     Name: Thomas M. Welch_______________

     Title: Vice President___________________

EXHIBIT I

RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
("Ren III")

CUSTODY FEE SCHEDULE

5 basis points (.05%) annually, prorated and paid monthly, on market value of the custodial assets held by FNB as determined by the Board of Directors in its quarterly and annual valuation statements (up to a maximum of $50 million in market value)

$35 per transaction (not to include deposits or transfers of cash or payments made on behalf of Ren III at its direction)

Collateral Maintenance: As each separate collateral file is established, a $35 set up charge will be assessed. Thereafter, a $35 annual fee will be charged for each collateral file maintained.

EXHIBIT N

Consent of Independent Registered Public Accounting Firm

We hereby consent to the use in this Registration Statement on Form N-2 of RENN Global Entrepreneurs Fund, Inc. (formerly known as Renaissance Capital Growth and Income Fund III, Inc.) our report dated March 18, 2009, relating to the financial statements of Renaissance Capital Growth and Income Fund III, Inc. which appear in such Registration Statement.

KBA GROUP LLP
Dallas, Texas
August 20, 2009

EXHIBIT R

Renaissance Capital Growth & Income Fund III, Inc.
and
Renaissance Capital Group, Inc.

CODE OF ETHICS

Adopted , July 11, 2002

As Required by Rule 17j-1 under the Investment Company Act of 1940

(as Amended and Restated as of June 28, 2007)

Section 1: Statement of Purpose and Applicability

(A) Covered Entities and Their Relationships

(1) The Company . Renaissance Capital Growth & Income Fund III, Inc., a Texas corporation (the "Company"), has elected to be regulated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").

(2) The Adviser . RENN Capital Group, Inc., a Texas corporation (the "Adviser"), is registered as an investment adviser under the Investment Advisers Act of 1940 and is the investment adviser of the Company.

(B) Statement of Purpose

(1) Introduction . Like an investment company registered under the 1940 Act, an investment company that has elected to be regulated as a BDC has a fiduciary duty to its shareholders, a duty that is recognized under the federal securities laws and regulations governing the Company's operations. In particular, the 1940 Act establishes as a matter of federal law the fiduciary status of affiliates of an investment company vis-a-vis such company and regulates and controls the relationship among: an investment company; its directors, officers and employees; its investment advisers; and directors, officers and employees of such advisers. The 1940 Act specifically prohibits certain types of financial transactions involving, directly or indirectly, both an investment company and its investment adviser or directors, officers or employees of such adviser unless prior approval is obtained from the U.S. Securities and Exchange Commission (the "SEC").

An underlying policy of the 1940 Act is to prohibit any person who is connected with an investment company or an investment adviser of such company from deriving hidden profit from his or her association with such company. The 1940 Act, among other things, prohibits persons affiliated with an investment company from engaging in practices that constitute fraud or deceit upon the company or its shareholders, including the practice by its directors, officers or employees or of any investment adviser or its directors, officers or employees of trading privately ( i.e. , for their own accounts) in securities at a time when the investment company is caused to trade in the same securities in order to benefit these affiliated persons. Thus, the 1940 Act requires investment company directors, officers and employees as well as investment advisers, directors, officers and employees of investment advisers and other affiliates to serve the company with undivided loyalty.

(2) Code of Ethics . Rule 17j-1, promulgated by the SEC pursuant to Section 17(j) of the 1940 Act and made applicable to BDCs by Section 59 of the 1940 Act, makes it unlawful for affiliated persons of the Company or the Adviser, in connection with the purchase or sale, directly or indirectly, by such person of any Security Held or to Be Acquired by the Company, to: (i) employ any device, scheme or artifice to defraud the Company; (ii) make any untrue statement of a material fact to the Company or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made to the Company, not misleading; (iii) engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon the Company; or (iv) engage in any manipulative practice with respect to the Company.

Rule 17j-1 also requires investment companies and their investment advisers (including subadvisers) and principal underwriters to adopt written codes of ethics reasonably designed to prevent their officers and directors, as well as any employees who participate in the selection of a company's portfolio securities or who have access to information regarding a company's impending purchases and sales of portfolio securities, from engaging in conduct prohibited by the rule as described in (i) - (iv) above. Therefore, the Board of Directors of the Company and the Board of Directors of the Adviser have each adopted the conduct standards contained in this Code of Ethics (the "Code") for such individuals.

This Code is based upon the following general fiduciary principles:

(a) the duty at all times to place the interests of shareholders first;

(b) the requirement that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and

(c) the fundamental standard that investment company personnel should not take inappropriate advantage of their positions.

(3) Scope of the Code . This Code constitutes the Code of Ethics of the Company and of the Adviser. This Code covers the conduct (including the personal securities transactions) of each director and officer of the Company or the Adviser, as well as certain employees of the Company or the Adviser (or of another company in a control relationship to the Company or the Adviser) and certain natural persons in a control relationship to the Company or the Adviser.

Section II: Definitions

(A) Access Person . "Access Person" means any director, officer, or Advisory Person of the Company or the Adviser.

(B) Adviser . The "Adviser" means RENN Capital Group, Inc., a Texas corporation.

(C) Advisory Person . "Advisory Person" of the Company or the Adviser means: (i) any employee of the Company or the Adviser (or of any company in a control relationship to the Company or the Adviser), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Company, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Company or the Adviser who obtains information concerning recommendations made to the Company with regard to the purchase or sale of Covered Securities by the Company.

A person does not become an "Advisory Person" simply by virtue of: (1) normally assisting in the preparation of public reports, or receiving public reports, but not receiving information about current recommendations or trading of securities; or (2) a single instance of obtaining knowledge of current recommendations or trading activity; or infrequently and inadvertently obtaining such knowledge.

(D) Beneficial Interest . "Beneficial Interest" includes any entity, person, trust, or account with respect to which an Access Person exercises investment discretion or provides investment advice. A beneficial interest shall be presumed to include all accounts in the name of or for the benefit of the Access Person, his or her spouse, dependent children, or any person living with him or her or to whom he or she contributes economic support.

(E) Beneficial Ownership . "Beneficial Ownership" shall be interpreted in the same manner as it would be under Rule 16a-l(a)(2) under the 1934 Act, except that the determination of direct or indirect Beneficial Ownership shall apply to all securities, and not just equity securities, that an Access Person has or acquires. Rule 16a-1(a)(2) provides that the term "beneficial owner" means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares a direct or indirect pecuniary interest in any equity security. Therefore, an Access Person may be deemed to have Beneficial Ownership of securities held by members of his or her immediate family sharing the same household, or by certain partnerships, trusts, corporations, or other arrangements.

(F) Company . The "Company" means Renaissance Capital Growth & Income Fund III, Inc., a Texas corporation.

(G) Control . "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act, which defines control to mean the power to exercise a controlling influence on the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a company is presumed to control such company. Any person who does not so own more than 25 percent of the voting securities of any company is presumed not to control such company.

(H) Covered Security . "Covered Security" means a security as defined in Section 2(a)(36) of the 1940 Act, except that it does not include: (i) direct obligations of the Government of the United States; (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end investment companies registered under the 1940 Act.

(I) Designated Officer . "Designated Officer" shall mean the officer of the Company or the Adviser designated from time to time by the Board of Directors of the Company or the Adviser, respectively, to be responsible for management of compliance with this Code. The Designated Officer may appoint a designee to carry out certain of his or her functions pursuant to this Code.

(J) Disinterested Director . "Disinterested Director" means a director of the Company who is not an "interested person" of the Company within the meaning of Section 2(a)(19) of the 1940 Act, and who would not be required to make a report under Section 4 of this Code solely by reason of being a director of the Company.

(K) Initial Public Offering . “Initial Public Offering” means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

(L) Investment Personnel . "Investment Personnel" of the Company or the Adviser means: (i) an employee of the Company or the Adviser (or of any company in a control relationship to the Company or the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Company; and (ii) any natural person who controls the Company or the Adviser and who obtains information concerning recommendations made to the Company regarding the purchase or sale of securities by the Company.

(M) Limited Offering . “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the 1933 Act.

(N) Portfolio Manager . "Portfolio Manager" means the person or persons primarily responsible for the day-to-day management purchase and sale of securities by the Company.

(O) Purchase or Sale of a Covered Security . "Purchase or Sale of a Covered Security" includes, among other things, the writing of an option to purchase or sell a Covered Security, or the use of a derivative product to take a position in a security.

(P) SEC . “SEC” means the U. S. Securities and Exchange Commission.

(Q) Security Held or to Be Acquired . A “Security Held or to Be Acquired” means: (i) with respect to the Disinterested Directors of the Company (a) any Covered Security which, within the most recent 15 days, is or has been held by the Company or is being or has been considered by the Company or the Adviser for purchase by the Company; and (b) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in clause (a); and (ii) with respect to any Access Person of the Company or the Adviser not included in clause (i) (a) any Covered Security which, within the most recent 15 days, is or has been held by the Company or other Advisory Client of the Adviser or is being or has been considered by the Company or the Adviser for purchase by the Company or other Advisory Client of the Adviser; and (b) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in clause (a).

(R) 1933 Act . “1933 Act” means the Securities Act of 1933, as amended, and all regulations promulgated thereunder.

(S) 1934 Act . “1934 Act” means the Securities Exchange Act of 1934, as amended, and all regulations promulgated thereunder.

(T) 1940 Act . “1940 Act” means the Investment Company Act of 1940, as amended, and all regulations promulgated thereunder.

Section III: Standards of Conduct

(A) General Standards

(1) No Access Person shall engage, directly or indirectly, in any business transaction or arrangement for personal profit that is inconsistent with the best interests of the Company or its shareholders; nor shall he or she make use of any confidential information gained by reason of his or her employment by or affiliation with the Company or the Adviser or affiliates thereof in order to derive a personal profit for himself or herself or for any Beneficial Interest, in violation of the fiduciary duty owed by the Company's affiliates to the Company and its shareholders.

(2) Any Access Person recommending or authorizing the purchase or sale of a Covered Security by the Company shall, at the time of such recommendation or authorization, disclose any Beneficial Interest in, or Beneficial Ownership of, such Covered Security or the issuer thereof.

(3) No Access Person shall dispense any information concerning securities holdings or securities transactions of the Company to anyone outside the Company, without obtaining prior written approval from the Designated Officer of the Company or the Adviser, as the case may be, or such person or persons as these individuals may designate to act on their behalf. Notwithstanding the preceding sentence, such Access Person may dispense such information without obtaining prior written approval:

(a) when there is a public report containing the same information;

(b) when such information is dispensed in accordance with compliance procedures established to prevent conflicts of interest between the Company and its affiliates;

(d) in the ordinary course of his or her duties on behalf of the Company; or

(e) as required by applicable law.

(4) All personal securities transactions should be conducted consistent with this Code and in such a manner as to avoid actual or potential conflicts of interest, the appearance of a conflict of interest, or any abuse of an individual's position of trust and responsibility with respect to the Company.

(B) Prohibited Transactions

(1) General Prohibition With Respect to the Company’s Securities . No Access Person shall purchase or sell, directly or indirectly, any securities of the Company unless such purchase or sale has been pre-cleared by the Designated Officer. Such pre-clearance shall be effective for 5 days, subject to nullification at any time during the 5-day period by the Designated Officer in order to prevent a violation of the Code. Pre-clearance may be conducted verbally, subject to the requirement and request, affirmative or negative, that it be documented in writing as soon as practicable. A form for pre-clearance of transactions in the securities of the Company is attached hereto as Exhibit A.

(2) General Prohibition With Respect to Other Securities . No Access Person shall purchase or sell, directly or indirectly, any Security Held or to Be Acquired in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership.

(3) Initial Public Offerings and Private Placements . No Investment Personnel shall acquire, directly or indirectly, any securities in which he or she by reason of such transaction acquires any direct or indirect Beneficial Ownership pursuant to an Initial Public Offering or Limited Offering, unless such Investment Personnel shall have obtained prior written approval for such purpose from the Designated Officer of the Company or the Adviser. In determining whether such prior approval shall be granted, the Designated Officer shall take into account whether the opportunity to purchase such Covered Securities is being offered to such Investment Personnel because of his or her position with the Company or the Adviser, and whether the opportunity to purchase such Covered Securities should be reserved for the Company. Investment Personnel who purchase Covered Securities pursuant to such prior approval shall disclose that investment if they later become aware of or play a part in the Company's subsequent consideration of an investment in the issuer of the Covered Securities. In such circumstances, the Company's decision to purchase Covered Securities of the issuer shall be subject to an independent review by an Advisory Person with no personal interest in the issuer.

(4) Blackout Periods

(a) Open Order Blackout Period . No Advisory Person shall purchase or sell, directly or indirectly, any securities in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership on any day during which the Company has a pending "buy" or "sell" order in that same security until that order is executed or withdrawn.

(b) Fifteen Day Blackout Period . No Portfolio Manager shall purchase or sell, directly or indirectly, any securities in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership within seven days before and after the Company trades in that security.

(5) Short-Term Trading . No Advisory Person shall profit in the purchase and sale, or sale and purchase, directly or indirectly, of the same (or equivalent) securities in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership within 60 calendar days. Exceptions to this short-term trading prohibition may be made on a case-by-case basis with the prior written approval of the Designated Officer of the Company or the Adviser when no abuse appears to be involved and the equities of the situation strongly support such an exception. A form for approval of Short-Term Trading is attached hereto as Exhibit B.

(6) Gifts . No Investment Personnel may accept, directly or indirectly, any gift, favor, or service of significant value from any person with whom he or she transacts business on behalf of the Company or the Adviser under circumstances when to do so would conflict with the Company's best interests or would impair the ability of such person to be completely disinterested when required, in the course of business, to make judgments and/or recommendations on behalf of the Company.

(7) Service as Director . No Investment Personnel shall serve on the Board of Directors of a publicly traded company without notice to the Designated Officer of the Company or the Adviser.

(C) Exempted Transactions . The prohibitions of Sections III(A) and (B) of this Code shall not apply to the following transactions, although the reporting provisions of Section IV(B) of this Code, which requires mandatory reporting of Covered Securities transactions by certain Access Persons, will continue to apply to such transactions where applicable:

(1) Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.

(2) Purchases or sales that are non-volitional on the part of either the Access Person or the Company.

(3) Purchases that are part of an automatic dividend reinvestment plan.

(4) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Covered Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(5) Purchases or sales that receive the prior approval of the Designated Officer of the Company or the Adviser because the Designated Officer has determined that particular purchase or sale to be only remotely potentially harmful to the Company, because they would be very unlikely to affect a highly institutional market, or because they clearly are not related economically to the Covered Securities to be purchased, sold, or held by the Company.

Section IV: Procedures to Implement Code of Ethics

The following procedures have been established to assist Access Persons in avoiding a violation of this Code, and to assist the Company and the Adviser in preventing, detecting, and imposing sanctions for violations of this Code. Every Access Person must follow these procedures. Questions regarding these procedures should be directed to the Designated Officer of the Company or the Adviser.

(A) Applicability

All Access Persons are subject to the reporting requirements set forth in Section IV(B) except:

(1) with respect to transactions effected for, and Covered Securities held in, any account over which the Access Person has no direct or indirect influence or control;

(2) a Disinterested Director, who would be required to make a report solely by reason of being a Director, need not make: (1) an initial holdings or an annual holdings report; and (2) a quarterly transaction report, unless the Disinterested Director knew or, in the ordinary course of fulfilling his or her official duties as a Director, should have known that during the 15-day period immediately before or after such Disinterested Director’s transaction in a Covered Security, the Company purchased or sold the Covered Security, or the Company or its investment adviser considered purchasing or selling the Covered Security;

(3) an Access Person to the Adviser need not make a quarterly transaction report to the Adviser if all the information in the report would duplicate information required to be recorded under Rule 204-2(a)(12) or Rule 204-2(a)(13) under the Investment Advisers Act of 1940, as amended;

(4) an Access Person need not make a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements received by the Company with respect to the Access Person in the time required by subsection (B)(2) of this Section IV, if all of the information required by subsection (B)(2) of the Section IV is contained in the broker trade confirmations or account statements, or in the records of the Company, as specified in subsection (B)(4) of this Section IV.

(B) Reporting Requirements

(1) Initial Holdings Report . An Access Person must file an initial holdings report not later than 10 days after that person became an Access Person. The initial holdings report must: (a) contain the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person; (b) identify any broker, dealer, or bank with whom the Access Person maintained an account in which any Covered Securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and (c) indicate the date that the report is filed with the Designated Person. A copy of a suggested form of such report is attached hereto as Exhibit C.

(2) Quarterly Transaction Report . An Access Person must file a quarterly transaction report not later than 10 days after the end of a calendar quarter.

(a) With respect to any transaction made during the reporting quarter in a Covered Security in which such Access Person had any direct or indirect beneficial ownership, the quarterly transaction report must contain: (i) the transaction date, title, interest date and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security; (ii) the nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); (iii) the price of the Covered Security at which the transaction was effected; (iv) the name of the broker, dealer, or bank through which the transaction was effected; and (v) the date that the report is submitted by the Access Person. A copy of a suggested form of such report is attached hereto as Exhibit D.

(3) Annual Holdings Report . An Access Person must file an annual holdings report not later than 30 days after the end of a fiscal year. The annual holdings report must contain the following information (which information must be current as of a date no more than 30 days before the report is submitted): (a) the title, number of shares, and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership; (b) the name of any broker, dealer, or bank in which any Covered Securities are held for the direct or indirect benefit of the Access Person; and (c) the date the report is submitted. As copy of a suggested form of such report is attached hereto as Exhibit E.

(4) Account Statements . Every Advisory Person shall direct his or her broker to provide to the Designated Officer of the Company or the Adviser (1) duplicate confirmations of all transactions in any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, and (2) copies of periodic statements for all investment accounts in which he or she has Beneficial Ownership.

(5) Company Reports . No less frequently than annually, the Company and Adviser must furnish to the Board of Directors of the Company, and the Board of Directors of the Company must consider, a written report that:

(a) describes any issues arising under the Code or procedures since the last report to the Board of Directors of the Company, including but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

(b) certifies that the Company or the Adviser, as the case may be, has adopted procedures reasonably designed to prevent Access Persons from violating the Code.

(C) Disclaimer of Beneficial Ownership . Any report required under this Section IV may contain a statement that the report shall not be construed as an admission by the person submitting such duplicate confirmation or account statement or making such report that he or she has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

(D) Review of Reports . The reports required to be submitted under this Section IV shall be delivered to the Designated Officer. The Designated Officer shall review such reports to determine whether any transactions recorded therein constitute a violation of the Code. Before making any determination that a violation has been committed by any Access Person, such Access Person shall be given an opportunity to supply additional explanatory material. The Designated Officer shall maintain copies of the reports as required by Rule 17j-1(f).

(E) Acknowledgment and Certification . Upon becoming an Access Person and annually thereafter, each Access Person shall sign an acknowledgment and certification of his or her receipt of and intent to comply with this Code in the form attached hereto as Exhibit F and return it to the Designated Officer. Each Access Person must also certify annually that he or she has read and understands the Code and recognizes that he or she is subject to the Code. In addition, each Access Person must certify annually that he or she has complied with the requirements of the Code and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code. The form attached hereto as Exhibit F shall be used for the annual certification of compliance.

(F) Records . The Company and Adviser shall each maintain records with respect to this Code in the manner and to the extent set forth below, which records may be maintained on microfilm or electronic storage media under the conditions described in Rule 31a-2(f)(1) under the 1940 Act and shall be available for examination by representatives of the SEC.

(1) A copy of this Code and any other Code of Ethics of the Company or the Adviser, as the case may be, that is, or at any time within the past five years has been, in effect shall be maintained in an easily accessible place;

(2) A record of any violation of this Code and of any action taken as a result of such violation shall be maintained in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(3) A copy of each report made by an Access Person or duplicate account statement received pursuant to this Code, including any information provided in lieu of the reports under subsection (A)(3) of this Section IV, shall be maintained for a period of not less than five years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place;

(4) A record of all persons who are, or within the past five years have been, required to make reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

(5) A copy of each report required under subsection (B)(5) of this Section IV shall be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

(6) A record of any decision, and the reasons supporting the decision, to approve the direct or indirect acquisition by an Access Person of beneficial ownership in any securities in an Initial Public Offering or Limited Offering shall be maintained for at least five years after the end of the fiscal year in which the approval is granted.

(G) Confidentiality . All reports of Covered Securities transactions, duplicate confirmations, account statements, and any other information filed with the Company or furnished to any person pursuant to this Code shall be treated as confidential, but are subject to review as provided herein and by representatives of the SEC or otherwise to comply with applicable law or the order of a court of competent jurisdiction.

(H) Dual Reporting Obligations . Employees, officers and directors of the Adviser subject to substantially similar reporting obligations set forth under this or another code of ethics for the Adviser are not also subject to the reporting requirements set forth in this Code.

(I) Obligation to Report a Violation . Every Access Person who becomes aware of a violation of this Code by any person must report it to the Designated Officer, who shall report it to appropriate management personnel. The management personnel will take such disciplinary action that they consider appropriate under the circumstances. In the case of officers or other employees of the Company or Adviser, as the case may be, such action may include removal from office. If the management personnel consider disciplinary action against any person, they will cause notice thereof to be given to that person and provide to that person the opportunity to be heard. The Board of Directors of the Company or the Adviser, as applicable, will be notified, in a timely manner, of remedial action taken with respect to violations of the Code.

Section V: Sanctions

Upon determination that a violation of this Code has occurred, the Board of Directors of the Company or the Adviser, as applicable, may impose such sanctions as it deems appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator. All violations of this Code and any sanctions imposed with respect thereto shall be periodically reported to the Board of Directors of the Company.

Section VI : Monitoring of Service Providers

The Designated Officer of the Company shall, prior to effectiveness of this Code, and periodically thereafter as appropriate, verify that the Adviser has adopted this or another code of ethics and that such code of ethics meets all applicable legal requirements and is consistent with the goals and scope of this Code.

EXHIBIT A

PRE-CLEARANCE FOR TRANSACTION IN SECURITIES OF
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

Name of Access Person: ____________________________________

Security Involved : ____________________________ shares of

Common Stock of

Renaissance Capital Growth & Income Fund III, Inc.

Nature of Transaction (Buy or Sell): [ ] BUY [ ] SELL

Date of Request: _____________________________________

The undersigned hereby gives notice of his/her desire to transact in the above-referenced security as indicated. Please advise that you have reviewed and consent to the proposed transaction by signing in the space provided below.

Purchaser :                         _____________________________________
                                        [Printed Name]

                              ____________________________________
                              By:
                              Title:

APPROVED:

RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

_____________________________________
By:
Title: Compliance

EXHIBIT B

APPROVAL FOR SHORT-TERM TRADING EXCEPTION

Name of Access Person: _____________________________________

Security To Be Purchased or Sold: ____________________________ shares of

_____________________________ stock of

____________________________________

Nature of Transaction (Buy or Sell): [ ] BUY [ ] SELL

Holding Period of Security: _____________________________________

Reason for Transaction: _____________________________________

_____________________________________________________________________

Date of Request: _____________________________________

The undersigned hereby gives notice of his/her desire to execute the above-referenced short-term security transaction as indicated. Please advise that you have reviewed and consent to the proposed transaction by signing in the space provided below.

PURCHASER: ____________________________________

                                    [Print Name]

                              ____________________________________
                              By:
                              Title: _______________________________

APPROVED:

_____________________________________
By:
Title: Compliance

EXHIBIT C

INITIAL HOLDINGS REPORT

Name______________________________ Date_______________________

NAME OF ISSUER                      DESCRIPTION OF SECURITIES

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

I certify that the foregoing is a complete and accurate list of all securities in which I have any Beneficial Ownership.

                                   ________________________________
                                   Signature

EXHIBIT D

QUARTERLY TRANSACTION REPORT

Name_________________________________ Date_____________________

SECURITIES FIRM

NAME AND ADDRESS            ACCOUNT NUMBER       ACCOUNT NAME(s)

_______________________     _________________     _____________________

_______________________     _________________     _____________________

_______________________     _________________     _____________________

_______________________     _________________     _____________________

_______________________     _________________     _____________________

_______________________     _________________     _____________________

_______________________     _________________     _____________________

I certify that the foregoing is a complete and accurate list of all securities accounts in which I have any Beneficial Ownership.

                                   _______________________________
                                   Signature

EXHIBIT E

ANNUAL HOLDINGS REPORT

Name______________________________ Date_______________________

NAME OF ISSUER                      DESCRIPTION OF SECURITIES

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

___________________________________     _______________________________

I certify that the foregoing is a complete and accurate list of all securities in which I have any Beneficial Ownership.

                                   ________________________________
                                   Signature

________________________________
Date

EXHIBIT F

ACKNOWLEDGMENT AND CERTIFICATION

I acknowledge receipt of the Code of Ethics of Renaissance Capital Growth & Income Fund III, Inc. and RENN Capital Group, Inc. I have read and understand such Code of Ethics and agree to be governed by it at all times. Further, if I have been subject to the Code of Ethics during the preceding year, I certify that I have complied with the requirements of the Code of Ethics and have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics.

                              ___________________________________
                              (signature)

                              ___________________________________
                              (please print name)

Date:__________________________