Second Amendment to Investment Advisory Agreement between MACC Private Equities Inc. and InvestAmerica Investment Advisors, Inc.

Summary

This amendment extends the existing Investment Advisory Agreement between MACC Private Equities Inc. and InvestAmerica Investment Advisors, Inc. for an additional one-year term, from February 28, 2001, through February 28, 2002. The extension was approved by a majority of the independent directors of MACC Private Equities Inc. All other terms of the original agreement remain unchanged.

EX-10.1.B 4 c66685ex10-1_b.txt SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT EXHIBIT 10.1.b. SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT BETWEEN MACC PRIVATE EQUITIES INC. AND INVESTAMERICA INVESTMENT ADVISORS, INC. SECOND AMENDMENT TO MACC PRIVATE EQUITIES INC. INVESTMENT ADVISORY AGREEMENT THIS SECOND AMENDMENT TO MACC PRIVATE EQUITIES INC. INVESTMENT ADVISORY AGREEMENT (this "Second Amendment"), dated as of February 27, 2001, amends the terms of the MACC Private Equities Inc. Investment Advisory Agreement (the "Agreement") dated as of March 1, 1998, between MACC Private Equities Inc. (the "Corporation") and InvestAmerica Investment Advisors, Inc. ("InvestAmerica"), as amended by the First Amendment to MACC Private Equities Inc. Investment Advisory Agreement, dated as of February 22, 2000. 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 29, 2000, 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 the Corporation who are not interested persons of InvestAmerica, or by the vote of the holders of a majority of the Corporation's outstanding voting securities; and WHEREAS, on February 22, 2000, a majority of the Board of Directors of the Corporation 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 27, 2001, a majority of the Board of Directors of the Corporation 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 the Corporation. 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, 2001 through February 28, 2002. IN WITNESS WHEREOF, the undersigned have executed this SECOND AMENDMENT as of the year and date first above written. MACC PRIVATE EQUITIES INC. By: /s/ Paul M. Bass ------------------------------------- Paul M. Bass, Chairman INVESTAMERICA INVESTMENT ADVISORS, INC. By: /s/ David R. Schroder ------------------------------------- David R. Schroder, President