SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
BETWEEN MORAMERICA CAPITAL CORPORATION
AND INVESTAMERICA INVESTMENT ADVISORS, INC.
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 t