0001140361-08-021145 Sample Contracts

MACC PRIVATE EQUITIES INC. MORAMERICA CAPITAL CORPORATION
Macc Private Equities Inc • September 11th, 2008

This letter will confirm our agreement with respect to our designation of Cedar Rapids Bank & Trust (the “Bank”) as the safekeeping agent for the securities and similar investments of MACC Private Equities Inc. and MorAmerica Capital Corporation (the “Corporations”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 11th, 2008 • Macc Private Equities Inc • Delaware

This INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is entered into as of April 29, 2008 by and between MACC PRIVATE EQUITIES INC., a corporation organized under the laws of the State of Delaware (the “Company”), and EUDAIMONIA ASSET MANAGMENT, LLC, a limited liability company organized under the laws of the State of California (“Eudaimonia”).

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • September 11th, 2008 • Macc Private Equities Inc • Delaware

This INVESTMENT SUBADVISORY AGREEMENT (this “Agreement”) is made and entered into by and among MACC PRIVATE EQUITIES INC., a Delaware corporation (“MACC”), EUDAIMONIA ASSET MANAGEMENT, LLC, a California limited liability company (“Eudaimonia”) and INVESTAMERICA INVESTMENT ADVISORS, INC., a Delaware corporation (“InvestAmerica”), dated as of the 29th day of April, 2008.

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