EXHIBIT 99.1
TERMINATION AND WAIVER AGREEMENT
This TERMINATION AND WAIVER AGREEMENT (this "Agreement") is made and
entered into as of April 29, 2008 by and among MACC PRIVATE EQUITIES INC., a
Delaware corporation ("MACC"), MORAMERICA CAPITAL CORPORATION, an Iowa
corporation ("MorAmerica"), and INVESTAMERICA INVESTMENT ADVISORS, INC., a
Delaware corporation ("InvestAmerica").
R E C I T A L S
WHEREAS, MACC and InvestAmerica are parties to an Investment Advisory
Agreement dated July 21, 2005, as amended July 21, 2007 (the "MACC Investment
Advisory Agreement");
WHEREAS, MorAmerica, the wholly-owned subsidiary of MACC, is party to an
Investment Advisory Agreement with InvestAmerica dated July 21, 2005, as amended
July 21, 2007 (the "MorAmerica Investment Advisory Agreement," together with the
MACC Investment Advisory Agreement, the "Existing Investment Advisory
Agreements");
WHEREAS, concurrently with the execution of this Agreement, Eudaimonia
Asset Management, LLC ("Eudaimonia") has agreed to serve as the investment
advisor to MACC pursuant to an Investment Advisory agreement between Eudaimonia
and MACC (the "Eudaimonia Advisory Agreement"), and InvestAmerica has agreed to
serve as an investment sub-advisor pursuant to an Investment Subadvisory
Agreement among MACC, Eudaimonia and InvestAmerica (the "Subadvisory
Agreement");
WHEREAS, the Eudaimonia Advisory Agreement and the Subadvisory Agreement
are subject to approval by the holders of a majority, as defined in the
Investment Company Act of 1940, of MACC's outstanding voting securities and will
become effective as of the date of such approval (the "Approval Date"); and
WHEREAS, the parties desire to terminate the Existing Investment Advisory
Agreements, such termination to be effective as of the Approval Date (the
"Effective Date").
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the parties agree as follows:
1. Termination of Existing Advisory Agreements. Effective as of the close
of business on the Effective Date, the Existing Advisory Agreements shall be
deemed to be terminated and thereupon be of no further force and effect.
2. Waiver of Notice Requirements. The parties hereby waive any and all
requirements to provide any party with prior written notice of such termination
under the Existing Advisory Agreements.
3. Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware.
[signature page immediately follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
INVESTAMERICA:
INVESTAMERICA INVESTMENT ADVISORS, INC.
A Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
President
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
MACC:
MACC PRIVATE EQUITIES, INC.
A Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxx
President
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
MORAMERICA
MORAMERICA CAPITAL CORPORATION,
an Iowa corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxx
President
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
