Exhibit
10.1
INVESTMENT ADVISORY
AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT ("Agreement")
made this 1st day of March, 2007, by and between
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 operates as a business development
company (a “BDC”) under the Investment Company Act of
1940, as amended (the“Act"), and engages in the business of
making investments consistent with its operation as a
BDC;
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:
1.
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.
2.
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.
3.
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 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.
4.
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:
b. Keeping and maintaining the books and records
of the Fund and handling communications and correspondence with
shareholders of the Fund:
c. 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;
d. 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;
e. 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;
f. 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
g. 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 Act.
5.
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 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.
6.
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 t
