Second Amendment to Investment Advisory Agreement between MorAmerica Capital Corporation and InvestAmerica Investment Advisors, Inc.

Summary

MorAmerica Capital Corporation and InvestAmerica Investment Advisors, Inc. have agreed to extend their existing Investment Advisory Agreement for an additional one-year term, from February 28, 2002, through February 28, 2003. All other terms of the original agreement remain unchanged. The extension was approved by a majority of MorAmerica's independent directors after review and evaluation. This amendment ensures the continued advisory relationship between the two parties for the specified period.

EX-10.2.B 5 c73735exv10w2wb.txt SECOND AGREEMENT TO INVESTMENT ADVISORY AGREEMENT EXHIBIT 10.2.b. SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT BETWEEN MORAMERICA CAPITAL CORPORATION AND INVESTAMERICA INVESTMENT ADVISORS, INC. 3 SECOND AMENDMENT TO MORAMERICA CAPITAL CORPORATION INVESTMENT ADVISORY AGREEMENT THIS SECOND AMENDMENT TO MORAMERICA CAPITAL CORPORATION INVESTMENT ADVISORY AGREEMENT (this "Second Amendment"), dated as of February 26, 2002, amends the terms of the MorAmerica Capital Corporation Investment Advisory Agreement (the "Agreement") dated as of March 1, 1999, between MorAmerica Capital Corporation ("MACC") and InvestAmerica Investment Advisors, Inc. ("InvestAmerica"), as amended by the First Amendment to MorAmerica Capital Corporation Investment Advisory Agreement, dated as of February 27, 2001 (the "First Amendment"). All terms and conditions of the Agreement shall remain in full force and effect except as expressly amended herein. All capitalized terms used but not defined herein shall have their respective meanings as set forth in the Agreement. WHEREAS, the original term of the Agreement was for two years from the date thereof, through February 28, 2001, subject to annual continuance thereafter in accordance with Section 15 of the Investment Company Act of 1940, as amended, by the vote of a majority of the Board of Directors of MACC who are not interested persons of InvestAmerica, or by the vote of the holders of a majority of the outstanding voting securities of MACC's parent company, MACC Private Equities Inc.; and WHEREAS, on February 27, 2001, a majority of the Board of Directors of MACC who are not interested persons of InvestAmerica, determined to extend the term of the Agreement for an additional one-year term pursuant to the First Amendment; and WHEREAS, at a meeting duly held on February 26, 2002, a majority of the Board of Directors of MACC who are not interested persons of InvestAmerica, having requested from InvestAmerica and received and evaluated such information as deemed reasonably necessary to evaluate the terms of the Agreement, determined that the continuance of the Agreement for an additional one-year term was in the best interests of MACC. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Pursuant to Section 7 of the Agreement, the term of the Agreement shall be continued in effect for a one-year period from February 28, 2002 through February 28, 2003. IN WITNESS WHEREOF, the undersigned have executed this SECOND AMENDMENT as of the year and date first above written. MORAMERICA CAPITAL CORPORATION By: /s/ Paul M. Bass ---------------------------------------- Paul M. Bass, Chairman INVESTAMERICA INVESTMENT ADVISORS, INC. By: /s/ David R. Schroder ---------------------------------------- David R. Schroder, President 2