INVESTMENT ADVISORY AGREEMENT
MACC PRIVATE EQUITIES INC.
A Delaware Corporation
This INVESTMENT ADVISORY AGREEMENT dated as of March 1, 2004 (the
"Agreement") by MACC Private Equities Inc., a company organized under the laws
of the State of Delaware ("the Company"), and Atlas Management Partners, LLC, a
limited liability company organized under the laws of the State of Utah
WHEREAS, the Company is a closed-end investment company that may be
operated and regulated as a business development company ("Business Development
Company") as defined in the Investment Company Act of 1940, as amended (the
WHEREAS, the Company is presently receiving investment advisory services
from InvestAmerica Investment Advisors, Inc., a Delaware corporation;
WHEREAS, the Company desires to change its principal investment advisor in
order to better carry on its business;
WHEREAS, Atlas, is qualified to provide investment advisory services to the
Company and is registered as an investment advisor under the Investment Advisors
Act of 1940, as amended.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:
1.1 "Affiliate" shall have the meaning given under Rule 144 of the
Securities Act of 1933, as amended.
1.2 "Assets Under Management" shall mean the total value of the Company's
assets managed by Atlas under this Agreement averaged over the prior one year
period, or such shorter period in which such assets were managed by Atlas.
1.3 "Atlas" shall mean Atlas Management Partners, LLC, a Utah limited
1.4 "Capital Losses" are those which are placed, consistent with generally
accepted accounting principles, on the books of the Compa