FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
BETWEEN MORAMERICA CAPITAL CORPORATION
AND INVESTAMERICA INVESTMENT ADVISORS, INC.
FIRST AMENDMENT TO MORAMERICA CAPITAL CORPORATION
INVESTMENT ADVISORY AGREEMENT
THIS FIRST AMENDMENT TO MORAMERICA CAPITAL CORPORATION INVESTMENT
ADVISORY AGREEMENT (this "First Amendment"), dated as of February 27, 2001, 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"). 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, at a meeting duly held on February 27, 2001, 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 contin