Letter Agreement for Temporary Management Fee Reduction between InvestAmerica Investment Advisors, Inc., MACC Private Equities Inc., and MorAmerica Capital Corporation (January 15, 2003)

Summary

InvestAmerica Investment Advisors, Inc. has agreed to temporarily reduce its management fee for MorAmerica Capital Corporation from January 1, 2003, to February 29, 2004. The monthly fee will be lowered to $68,750, subject to the existing cap based on assets under management, instead of the higher amount previously allowed. This reduction is voluntary and temporary, and does not change the underlying terms of the existing investment advisory agreements. All other obligations and service levels under the agreements remain unchanged.

EX-10.1 3 c74729exv10w1.txt MATERIAL CONTRACT-LETTER DATED 1/15/03 EXHIBIT 10.1 Material Contract--Letter dated January 15, 2003, relating to MorAmerica Capital Corporation Investment Advisory Agreement 22 InvestAmerica Investment Advisors, Inc. January 15, 2003 MACC Private Equities Inc. Board of Directors MorAmerica Capital Corporation Board of Directors MACC Private Equities Inc. 101 Second Street SE, Suite 800 Cedar Rapids, IA 52401 RE: Voluntary, Temporary Management Fee Reduction Dear Board Members: InvestAmerica Investment Advisors, Inc. (InvestAmerica) manages MACC Private Equities Inc. and MorAmerica Capital Corporation pursuant to the terms of two Investment Advisory Agreements with February 28 renewal dates. Based upon our judgment of the urgent need to reduce projected losses and to bring MorAmerica Capital Corporation to breakeven and to profitability in Fiscal 2003, InvestAmerica has proposed a revised 2003 budget for MACC. In the Revised Budget, InvestAmerica has voluntarily proposed a temporary management fee reduction at MorAmerica Capital Corporation. The terms of the reduced fee structure would include: 1. The term of the temporary reduction would be from January 1, 2003 through February 29, 2004. 2. The current terms of remuneration in the MorAmerica Capital Corporation Agreement would allow a management fee of $98,574.31 per month with a calculation of Assets Under Management limited the fee to $90,522.49 as of October 2002. The temporary revised terms of remuneration at MorAmerica Capital Corporation will be $68,750.00 per month not to exceed the calculation specified in our current MorAmerica Capital Corporation Investment Advisory Agreement based on Assets Under Management. 3. This voluntary, temporary reduction in management fees is intended to be temporary and is not intended to permanently alter the terms of the existing MACC Private Equities Inc. or MorAmerica Capital Corporation Investment Advisory Agreements with InvestAmerica. 23 January 15, 2003 Page 2 4. While we wish to make this voluntary and temporary reduction for the reasons discussed above, please be assured that there will be no reduction of the quality or quantity of services we provide under the Advisory Agreements and we acknowledge that the contract terms remain in full force and effect as to all of our obligations. Sincerely, /s/David Schroder - ----------------- David Schroder President 24