Edgar Filing: MACC PRIVATE EQUITIES INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant___
Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14A-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

MACC PRIVATE EQUITIES INC.
--------------------------
(Name of Registrant as Specified In Its Charter)

-------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than
the Registrant)

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computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
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[ ] Fee paid previously with preliminary materials

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1) Amount Previously Paid:____________.

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MACC

PRIVATE EQUITIES INC.
101 SECOND STREET, S.E., SUITE 800
CEDAR RAPIDS, IOWA 52401

February 4, 2004

To the Shareholders of MACC Private Equities Inc:

The Annual Meeting of Shareholders of our Corporation will be held on
Tuesday February 24, 2004, at 10:30 a.m. at the Little America Hotel, 500 South
Main Street, Salt Lake City, Utah.

A Notice of the meeting, a Proxy and Proxy Statement containing
information about matters to be acted upon are enclosed. In addition, the MACC
Private Equities Inc. Annual Report for the Fiscal Year ended September 30,
2003, is enclosed and provides information regarding the financial results of
the Corporation for the year. Holders of Common Stock are entitled to vote at
the Annual Meeting on the basis of one vote for each share held. IF YOU ATTEND
THE ANNUAL MEETING IN FEBRUARY, YOU RETAIN THE RIGHT TO VOTE IN PERSON EVEN
THOUGH YOU PREVIOUSLY MAILED THE ENCLOSED PROXY.

It is important that your shares be represented at the meeting whether
or not you are personally in attendance, and I urge you to review carefully the
Proxy Statement and sign, date and return the enclosed Proxy at your earliest
convenience. I look forward to meeting you and, together with our Directors and
Officers, reporting our activities and discussing the Corporation's business and
its prospects. I hope you will be present.

Very truly yours,

/s/ Paul M. Bass, Jr.
Paul M. Bass, Jr.
Chairman of the Board

MACC

PRIVATE EQUITIES INC.
101 SECOND STREET, S.E., SUITE 800
CEDAR RAPIDS, IOWA 52401

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 24, 2004

To the Shareholders of MACC Private Equities Inc:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
MACC Private Equities Inc., a Delaware corporation (the "Corporation"), will be
held on Tuesday, February 24, 2004, at 10:30 a.m., Mountain Standard Time at the
Little America Hotel, 500 South Main Street, Salt Lake City, Utah, for the
following purposes:

1. To elect eight directors to serve until the 2005 Annual
Meeting of Shareholders or until their respective successors shall be elected
and qualified;

2. To approve an Investment Advisory Agreement between the
Corporation and Atlas Management Partners LLC ("Atlas");

3. To approve an Investment Advisory Agreement between MorAmerica
Capital Corporation ("MorAmerica Capital") and Atlas;

4. To approve an Investment Advisory Support Services Agreement
among the Corporation, MorAmerica Capital, Atlas and InvestAmerica Investment
Advisors, Inc;

5. To approve amending the Corporation's Certificate of
Incorporation to increase the number of authorized shares of Common Stock of the
Corporation from 4,000,000 to 10,000,000;

6. To authorize the Corporation to issue rights to acquire any
authorized shares of Common Stock of the Corporation;

7. To authorize the Corporation to issue warrants, rights or
options to purchase, or securities convertible into, shares of the Corporation's
Common Stock;

8. To ratify the appointment of KPMG LLP as independent auditors;
and

9. To transact such other business as may properly come before
the meeting and any adjournment thereof.

Only holders of Common Stock of the Corporation of record at the close
of business on December 31, 2003, will be entitled to notice of, and to vote at,
the meeting and any adjournment thereof.

By Order of the Board of Directors

/s/ David R. Schroder
David R. Schroder, Secretary

YOUR OFFICERS AND DIRECTORS DESIRE THAT ALL SHAREHOLDERS BE PRESENT OR
REPRESENTED AT THE ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND IN PERSON, PLEASE
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE AT YOUR EARLIEST CONVENIENCE SO THAT YOUR SHARES MAY BE VOTED. IF YOU
DO ATTEND THE MEETING IN FEBRUARY, YOU RETAIN THE RIGHT TO VOTE EVEN THOUGH YOU
MAILED THE ENCLOSED PROXY. THE PROXY MUST BE SIGNED BY EACH REGISTERED HOLDER
EXACTLY AS THE STOCK IS REGISTERED.

MACC

PRIVATE EQUITIES INC.
101 SECOND STREET, S.E., SUITE 800
CEDAR RAPIDS, IOWA 52401

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 24, 2004

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of MACC Private Equities Inc., a Delaware corporation
(the "Corporation"), of proxies to be voted at the Annual Meeting of
Shareholders to be held on Tuesday, February 24, 2004, or any adjournment
thereof (the "2004 Annual Meeting"). The date on which this Proxy Statement and
the enclosed form of proxy are first being sent or given to shareholders of the
Corporation is on or about February 9, 2004.

PURPOSES OF THE MEETING

The 2004 Annual Meeting is to be held for the purposes of:

(1) electing eight persons to serve as Directors of the
Corporation until the 2005 Annual Meeting of Shareholders, or until their
respective successors shall be elected and qualified;

(2) approving the Investment Advisory Agreement (the "New
Corporation Investment Advisory Agreement") between the Corporation and Atlas
Management Partners LLC ("Atlas");

(3) approving the Investment Advisory Agreement (the "New
MorAmerica Capital Investment Advisory Agreement" and, together with the New
Corporation Investment Advisory Agreement, the "New Investment Advisory
Agreements") between MorAmerica Capital Corporation ("MorAmerica Capital") and
Atlas;

(4) approving the Investment Advisory Support Services Agreement
(the "Subadvisory Agreement") among the Corporation, MorAmerica Capital, Atlas
and InvestAmerica Investment Advisors, Inc. ("InvestAmerica");

(5) approving the amendment to the Corporation's Certificate of
Incorporation to increase the number of authorized shares of Common Stock of the
Corporation from 4,000,000 to 10,000,000;

(6) authorization to issue rights to acquire any authorized shares
of Common Stock of the Corporation;

(7) authorization to issue warrants, rights or options to
purchase, or securities convertible into, shares of the Corporation's Common
Stock;

(8) ratifying the appointment by the Board of Directors of KPMG
LLP as independent auditors; and

(9) transacting such other business as may properly come before
the meeting or any adjournment thereof.

The Board of Directors unanimously recommends that the shareholders
vote FOR the election as Directors of the persons named under ELECTION OF
DIRECTORS, FOR the approval of the New Corporation Investment Advisory
Agreement, FOR the approval of the New MorAmerica Capital Investment Advisory
Agreement, FOR the approval of the Investment Advisory Support Services
Agreement, FOR the approval of the amendment to the Corporation's Certificate of
Incorporation to increase the number of authorized shares of Common Stock of the
Corporation from 4,000,000 to 10,000,000, FOR the authorization to issue rights
to acquire any authorized shares of Common Stock of the Corporation, FOR the
authorization to issue warrants, rights or options to purchase, or securities
convertible into, shares of the Corporation's Common Stock and FOR the
ratification of the appointment of KPMG LLP as independent auditors.

RECENT DEVELOPMENTS - BACKGROUND FOR PROPOSALS

Given the Corporation's relatively small size and limited shareholder
base, trading in the Corporation's stock has been limited. In addition, the
financial performance of the Corporation has been disappointing for the past
several years. Specifically, net asset value per share of the Corporation's
Common Stock has declined from $11.01 per share at the end of the fiscal year
ended September 30, 2000 ("Fiscal Year 2000") to $5.47 at the end of the fiscal
year ended September 30, 2003 ("Fiscal Year 2003"), closing market bid price per
share at the end of Fiscal Year 2000 of $7.66 declined to $2.52 at the end of
Fiscal Year 2003 and the market price per share as a percentage of net asset
value per share declined from 69.6% at the end of Fiscal Year 2000 to 46.1% at
the end of Fiscal Year 2003. At the same time, over the last several years, the
market capitalization of companies whose value is recognized by the markets has
continued to rise. The Board of Directors believes that companies with a
relatively low market capitalization, such as the Corporation (approximately
$5.9 million at September 30, 2003), do not attract sufficient investor or
analyst interest to provide market recognition of value. At the same time, the
expenses associated with being a public company are very high for a company of
such relatively small size.

During this time, and in particular during the last fiscal year, the
Board of Directors has explored various alternatives to improve the
Corporation's performance, including raising substantial capital to reach a size
receiving better market recognition, going private and liquidation through
dividend payments to stockholders over time. Also, as further described under
PROPOSAL 2 and PROPOSAL 3, in order to reduce operating losses, InvestAmerica,
the Corporation's existing investment advisor under the current Investment
Advisory

Agreements between InvestAmerica and each of the Corporation and MorAmerica
Capital (the "Current Investment Advisory Agreements"), proposed and implemented
a voluntary reduction of its management fee for the period from January, 2003
through February, 2004.

In mid-2003, the Corporation became aware that Zions First National
Bank ("Zions"), at that time the holder of approximately 35% of the
Corporation's stock, was planning to sell its shares, as two prospective
purchasers discussed their planned purchase with the Board of Directors. Atlas,
the proposed new investment advisor, successfully negotiated and closed the
purchase of the Zions shares. Todd J. Stevens, a board member and Zions
employee, resigned from the Corporation's Board of Directors at its October 9,
2003 meeting, and was replaced by Kent I. Madsen, the current sole manager of
Atlas.

Atlas was formed for the purpose of acquiring the Zions shares, which,
with shares already owned by Atlas affiliates, results in Atlas' control of
approximately 40% of the Common Stock of the Corporation. Atlas also was formed
with the intention of becoming the investment advisor to the Corporation and its
subsidiary MorAmerica Capital.

Mr. Madsen attended the meeting of the Board on December 9, 2003, and
gave a presentation to the Board of Directors regarding Atlas' plans for the
Corporation, including new members of the Board of Directors and the New
Investment Advisory Agreements. A principal component of the plan is to build
shareholder value by increasing the size of the Corporation. At that meeting,
Geoffrey T. Woolley, who is expected to become a member and Voting Managing
Director of Atlas, was named to the Board of Directors to fill a vacancy. Also
at this meeting, the Board of Directors appointed its Nominating/Governance
Committee to consider nominations for the 2004 Annual Meeting.

The Nominating/Governance Committee met on December 15 and 22, 2003,
and the Board of Directors on December 22 and 23, 2003. At these meetings, the
Board of Directors adopted the Nominating/Governance Committee's recommendations
to nominate six persons suggested by Atlas to the Board of Directors for
one-year terms, and to nominate two existing directors to serve another one year
term. In addition, the current Chairman of the Board, Mr. Paul M. Bass, Jr.,
will continue to serve as a member of the Board of Directors as his term does
not expire until the Annual Meeting of shareholders in 2005.

Also during these meetings, the Board of Directors approved and
recommended to the shareholders the approval of the New Investment Advisory
Agreements for the Corporation and MorAmerica Capital with Atlas as well as the
Subadvisory Agreement among Atlas, InvestAmerica, the Corporation and MorAmerica
Capital. The Current Investment Advisory Agreements would be allowed to expire
at their current scheduled February 29, 2004 expiration date. The terms of all
these agreements are summarized under PROPOSAL 2, PROPOSAL 3, AND PROPOSAL 4.

During these meetings, Atlas outlined for the Board of Directors a
long-term strategy that includes the following elements:

- Making larger single investments in later stage companies, through a
significantly expanded deal-flow network;

- Investing primarily in debt investments in cash flow positive businesses,
with attention to selected industries experiencing consolidation, and
selected asset-based or secured financing opportunities;

- Investing on a selective and limited basis in high-growth earlier stage
companies;

- Investing on a selective and limited basis in shorter-term investments such
as private investments in public equities;

- Retaining new management with experience in managing larger funds and in
raising institutional capital to support corporate growth;

- Increasing investment advisor incentive compensation from the current 13.4%
of Net Capital Gains to 20% of Net Capital Gains, an incentive fee that is
customary for similar funds and is the maximum allowable incentive fee
under the Advisors Act;

- Recruiting for the coming year and future years Directors with diverse and
broad financial and business experience;

- Moving corporate headquarters to Salt Lake City, Utah to take advantage of
a larger and more active investment and financial community;

- Undertaking an investor relations strategy to obtain better market
understanding of the Corporation;

- Diligently focussing on growing the size of the Corporation over time
through internal growth and additional debt and equity capital to reduce
fixed expenses per share, more closely resemble peer public business
development companies and increase shareholder liquidity and maximize
shareholder value; and

- Retaining the Existing Investment Advisor on a transition basis as a
subadvisor to efficiently manage the current portfolio.

The Board of Directors reviewed recent financial performance of the
Corporation and evaluated information regarding the prior business experience of
Atlas principals. The Board of Directors also examined data regarding peer group
business development companies and each of the elements of the Atlas long-range
plan described above. In light of these factors, the Board of Directors
approved, and determined to recommend to the shareholders for their approval,
the slate of Directors described under PROPOSAL 1, the New Investment Advisory
Agreements as defined and summarized in PROPOSAL 2 and PROPOSAL 3 and the
Subadvisory Agreement summarized in PROPOSAL 4.

On January 13, 2004, the Board of Directors of the Corporation
unanimously approved, and determined to recommend to the shareholders for their
approval, a resolution to amend the Corporation's Certificate of Incorporation
to provide for an increase in the number of authorized shares of Common Stock,
from 4,000,000 to 10,000,000. As further described under PROPOSAL 5, the
proposed increase in authorized shares is intended to help grow the size of the
Corporation by raising additional equity capital.

Also on January 13, 2004, the Board of Directors examined and approved
two proposals as means by which the Corporation may raise such additional equity
capital. These proposals further described under PROPOSAL 6 and PROPOSAL 7. The
Board of Directors has determined to recommend both of these proposals to the
shareholders for their approval.

VOTING AT THE MEETING

The record date for holders of Common Stock entitled to notice of, and
to vote at, the 2004 Annual Meeting is the close of business on December 31,
2003 (the "Record Date"). As of the Record Date, the Corporation had outstanding
and entitled to vote at the 2004 Annual Meeting 2,329,255 shares of Common
Stock.

The presence, in person or by proxy, of the holders of a majority of
the shares of Common Stock outstanding and entitled to vote at the 2004 Annual
Meeting is necessary to constitute a quorum. Abstentions and shares held by
brokers, banks, other institutions and nominees that are voted on any matter at
the 2004 Annual Meeting are included in determining the presence of a quorum for
the transaction of business at the commencement of the 2004 Annual Meeting and
on those matters for which the broker, nominee or fiduciary has authority to
vote. In deciding all questions, a shareholder shall be entitled to one vote, in
person or by proxy, for each share of Common Stock held in the shareholder's
name at the close of business on the record date.

To be elected a Director, each nominee must receive the favorable vote
of the holders of a plurality of the shares of Common Stock entitled to vote and
represented at the 2004 Annual Meeting.

In order to approve the New Investment Advisory Agreements and the
Subadvisory Agreement under Proposals 2, 3 and 4, each proposal must receive the
favorable vote of a majority of the outstanding shares of Common Stock entitled
to vote at the 2004 Annual Meeting. For purposes of these three proposals,
Section 2(a)(42) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), defines "a majority of the outstanding shares" as (1)
67% or more of the voting securities present at such meeting if the holders of
more than 50% of the outstanding voting securities of such company are present
or represented by proxy; or (2) 50% of the outstanding voting securities of such
company, whichever is less.

In order to authorize the amendment to the Corporation's Certificate of
Incorporation to increase the authorized shares of Common Stock of the
Corporation from 4,000,000 to 10,000,000, Proposal 5, the proposal must receive
the favorable vote of a majority of the outstanding shares of Common Stock
entitled to vote at the 2004 Annual Meeting.

In order to authorize the Corporation to issue rights to acquire any
authorized shares of Common Stock of the Corporation, Proposal 6, the proposal
must receive the favorable vote of a majority of the outstanding shares of
Common Stock entitled to vote at the 2004 Annual Meeting.

In order to authorize the issuance of warrants, options or rights, or
securities convertible into, shares of the Corporation's Common Stock, Proposal
7, the proposal must receive a majority of the outstanding shares of Common
Stock entitled to vote at the 2004 Annual Meeting.

In order to ratify the appointment of KPMG LLP as independent auditors
for the Corporation for the fiscal year ending September 30, 2004, Proposal 8,
the ratification proposal must receive the favorable vote of a majority of the
shares of Common Stock entitled to vote and represented at the 2004 Annual
Meeting.

Each proxy delivered to the Corporation, unless the shareholder
otherwise specifies therein, will be voted:

FOR the election as Directors of the persons named under
ELECTION OF DIRECTORS,

FOR the approval of the New Corporation Investment Advisory
Agreement described under APPROVAL OF NEW CORPORATION
INVESTMENT ADVISORY AGREEMENT,

FOR the approval of the New MorAmerica Capital Investment
Advisory Agreement described under APPROVAL OF NEW MORAMERICA
CAPITAL INVESTMENT ADVISORY AGREEMENT,

FOR the approval of the Subadvisory Agreement described under
APPROVAL OF SUBADVISORY AGREEMENT,

FOR the approval of the amendment to the Corporation's
Certificate of Incorporation to increase the number of
authorized shares of Common Stock of the Corporation from
4,000,000 to 10,000,000,

FOR the authorization to issue rights to acquire any
authorized shares of Common Stock of the Corporation,

FOR the authorization to issue warrants, rights or options to
purchase, or securities convertible into, shares of the
Corporation's Common Stock, and

FOR the ratification of the appointment by the Board of
Directors of KPMG LLP as independent auditors.

In each case where the shareholder has appropriately specified how the
proxy is to be voted, it will be voted in accordance with this specification. As
to any other matter or business which may be brought before the meeting, a vote
may be cast pursuant to the accompanying

proxy in accordance with the judgment of the person or persons voting the same,
but neither the Corporation's management nor the Board of Directors knows of any
such other matter or business. Any shareholder has the power to revoke his proxy
at any time insofar as it is then not exercised by giving notice of such
revocation, either personally at the meeting or in writing, to the Secretary of
the Corporation or by the execution and delivery to the Corporation of a new
proxy dated subsequent to the original proxy.

PROPOSAL 1
ELECTION OF DIRECTORS

The Corporation's Board of Directors was formerly divided into three
classes, with Directors elected to three-year terms. The Corporation's Bylaws
were revised as of December 10, 2002 to phase out the classified board structure
by reducing the terms of each newly-elected Director from a three-year term to a
one-year term. As present Board terms expire, all directors will be elected to
one-year terms. Accordingly, all Director nominees, including the existing
Directors, will be elected at the 2004 Annual Meeting to serve until the 2005
Annual Meeting of shareholders or until their respective successors shall be
elected and qualified.

The persons named in the accompanying form of proxy intend to vote such
proxy for the election of the nominees named below as Directors of the
Corporation to serve until the 2005 Annual Meeting of shareholders or until
their respective successors shall be elected and qualified, unless otherwise
properly indicated on such proxy. If any nominee shall become unavailable for
any reason, the persons named in the accompanying form of proxy are expected to
consult with the Board of Directors in voting the shares represented by them at
the 2004 Annual Meeting. The Board of Directors has no reason to doubt the
availability of any of the nominees and no reason to believe that any of the
nominees will be unable or unwilling to serve the entire term for which election
is sought.

To be elected a Director, each nominee must receive the favorable vote
of the holders of a plurality of the shares of Common Stock entitled to vote and
represented at the 2004 Annual Meeting. The names of the nominees, along with
certain information concerning them, are set forth below. An asterisk (*)
indicates those Directors who are or may be deemed to be "interested persons,"
as that term is defined in Section 2(a)(19) of the Investment Company Act, of
the Corporation, as affiliated persons of the Corporation.

NOMINEES

MICHAEL W. DUNN

Mr. Dunn, age 54, has been a Director of the Corporation and MorAmerica
Capital since 1994. Mr. Dunn has also been C.E.O. since 1980 and President and
Director since 1983 of Farmers & Merchants Savings Bank of Manchester, Iowa and
Vice President and Director of Security Savings Bank of Eagle Grove, Iowa. Mr.
Dunn also serves as President and C.E.O. of Dunn Investment Co., a bank holding
company for both banks.

BENJAMIN JIARAVANON*

Mr. Jiaravanon, age 33, has served as President of Strategic Planning
Group of Charoen Pokphand Indonesia, an agribusiness conglomerate with sales in
excess of $1.5 billion, since 2002. From 1996 to 2002, Mr. Jiaravanon was an
Associate in the Direct Investments Group at Merrill Lynch. He was responsible
for helping manage the Merrill Lynch's capital in a portfolio of companies
across Asia including China, Malaysia, Indonesia, Korea, and Singapore. Mr.
Jiaravanon received his Bachelor of Science degree in industrial management from
Carnegie Mellon University.

JASJA KOTTERMAN

Ms. Kotterman, age 34, has been Vice President, Strategic Planning and
Business Development for Primedia Inc. ("Primedia"), a diversified media
company, since February, 2003. Ms. Kotterman joined Primedia in 2000 as Managing
Director of Primedia International, the international development group for
Primedia, responsible for growing Primedia's brands and businesses outside the
U.S. Prior to joining Primedia, Ms. Kotterman was Director, Finance and Business
Development at Smartcasual.com, an internet start-up company, from 1999-2000.
Prior to this, Ms. Kotterman was an associate with Merrill Lynch's Investment
Banking Division from 1998 to 1999, working on corporate finance and M&A
transactions for Latin American clients. Ms. Kotterman started her business
career at Bain & Company, a strategy-consulting firm, joining its London office,
and subsequently moving to its Spanish office in Madrid. Ms. Kotterman holds an
M.B.A. from the Wharton School and an M.A. in International Studies from the
University of Pennsylvania. Ms. Kotterman is a graduate of Cambridge University
in England, where she received an M.A. in Genetics and an M.Phil. in
International Development.

KENT I. MADSEN*

Mr. Madsen, age 37, has been a Director of the Corporation since 2003.
He has served as a Managing Director of Wasatch Venture Fund, where he has been
employed since 1998, and as an officer of Zion's Bank SBIC Venture Fund since
2001. From 1994 to 1996, Mr. Madsen worked for Ford Motor Company, initially in
the Advanced Technology Group and later in Ford's China Operations. Mr. Madsen
received a B.S. in Mechanical Engineering and Applied Mechanics with a Minor in
Mathematics from the University of Pennsylvania. He also received a M.S.E. from
the University of Michigan, an M.A. in International Studies from the Lauder
Institute at the University of Pennsylvania and an M.B.A. from the Wharton
School at the University of Pennsylvania.

SHANE ROBISON

Mr. Robison, age 49 has served as Executive Vice President and Chief
Strategy and Technology Officer of Hewlett-Packard Company since 2002. Prior to
this, Mr. Robison was Senior Vice President and Chief Technology Officer of
Strategy and Technology at Compaq Computer Corporation. Prior to joining Compaq,
Robison was President of Internet Technology and Development at AT&T Labs, a
position he had held since 1999. Prior to AT&T Labs, he was Executive Vice
President, Research and Development and President of the Design Productivity
Group at Cadence Design Systems, Inc., from 1995 to 1999. Robison also spent

seven years at Apple Computer Corporation. Mr. Robison's experience includes
work at Schlumberger's research groups in Silicon Valley, at Evans & Sutherland
Computer Corporation and consulting for the University of Utah in the area of
database systems architecture. Robison is a graduate of the University of Utah,
from which he received bachelor's and master's degrees in computer science.

GORDON J. ROTH

Mr. Roth, age 49, has been a Director of the Corporation since 2000.
Beginning in June, 2000, Mr. Roth has been Chief Financial Officer and Executive
Vice President of Roth Capital Partners, LLC (formerly known as Cruttenden
Roth), an independent investment banking firm specializing in small-cap
companies, in Newport Beach, California. For approximately ten years before
joining Roth Capital Partners, LLC, Mr. Roth was Chairman of Roth & Company,
P.C., a public accounting firm, in Des Moines, Iowa. Prior to that, Mr. Roth was
a partner at Deloitte & Touche, a public accounting firm in Des Moines, Iowa.

MARTIN WALTON

Since 2000, Mr. Walton, age 38, has served as President of TD Options
LLC in Chicago, Illinois, one of the largest equity options market makers, and
Global Head of Equity Derivatives for TD Securities, the Investment Bank arm of
the Toronto-Dominion Bank. From 1995 to 2000, he managed a $240 million hedge
fund and later a $600 million fund of hedge funds until joining TD Securities in
2000. Mr. Walton began his career in capital markets, trading for Canadian
Imperial Bank of Commerce (London and Toronto) later becoming VP, Derivatives
trading at Bank of America in London. Mr. Walton graduated with a B.A. degree
(Honours) from Brasenose College, Oxford University in 1985.

GEOFFREY T. WOOLLEY*

Mr. Woolley, age 44, has been a Director of the Corporation since 2003.
He is currently Executive Chairman of European Venture Partners, a company he
founded in 1997 to introduce "venture leasing," an asset-backed debt instrument
with equity participation to the European and Israeli markets. Mr. Woolley is
also the Founding Partner of Dominion Ventures, Inc., a company he formed in
1985. Mr. Woolley also serves as an advisor on the boards of Polaris Ventures,
Euclid SR Partners and Von Braun & Schrieber Private Equity. He holds an M.B.A.
from the University of Utah and a B.S. in Business Management with a Minor in
Economics from Brigham Young University.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE ELECTION AS DIRECTORS OF THE PERSONS NAMED UNDER "ELECTION OF
DIRECTORS-NOMINEES."

INTRODUCTION TO PROPOSALS 2, 3 AND 4

BACKGROUND

The Corporation is currently party to the MACC Private Equities Inc.
Investment Advisory Agreement (the "Current Corporation Investment Advisory
Agreement") with

InvestAmerica Investment Advisors, Inc. ("InvestAmerica") dated as of March 1,
1998, as amended by the First Amendment to MACC Private Equities Inc. Investment
Advisory Agreement dated as of February 22, 2000 (extending the Current
Corporation Investment Advisory Agreement for an additional one-year term ending
February 28, 2001), the Second Amendment to MACC Private Equities Inc.
Investment Advisory Agreement dated as of February 27, 2001 (extending the
Current Corporation Investment Advisory Agreement for an additional one-year
term ending February 28, 2002), the Third Amendment to MACC Private Equities
Inc. Investment Advisory Agreement dated as of February 26, 2002 (extending the
Current Corporation Investment Advisory Agreement for an additional one-year
term ending February 28, 2003) and the Fourth Amendment to MACC Private Equities
Inc. Investment Advisory Agreement dated as of February 25, 2003 (extending the
Current Corporation Investment Advisory Agreement for an additional one-year
term ending February 29, 2004).

MorAmerica Capital is currently party to the MorAmerica Capital
Investment Advisory Agreement (the "Current MorAmerica Capital Investment
Advisory Agreement") with InvestAmerica dated as of March 1, 1999, as amended by
the First Amendment to MorAmerica Capital Investment Advisory Agreement dated as
of February 27, 2001 (extending the Current MorAmerica Capital Investment
Advisory Agreement for an additional one-year term ended February 28, 2002), the
Second Amendment to MorAmerica Capital Investment Advisory Agreement dated as of
February 26, 2002 (extending the Current MorAmerica Capital Investment Advisory
Agreement for an additional one-year term ended February 28, 2003) and the Third
Amendment to MorAmerica Capital Investment Advisory Agreement dated as of
February 25, 2003 (extending the Current MorAmerica Capital Investment Advisory
Agreement for an additional one-year term ended February 29, 2004) (the Current
Corporation Investment Advisory Agreement and the Current MorAmerica Capital
Investment Advisory Agreement together, the "Current Investment Advisory
Agreements").

On February 24, 1998, the Corporation's shareholders approved certain
changes to the Current Investment Advisory Agreements in three areas. These
areas were:

1. To make clear in the agreements that the net change in
unrealized depreciation is either added to or deducted from
realized gains for purposes of determining the amount of
incentive fees, if any for the period.

2. To define when an incentive fee is earned and paid in the case
where a realized gain is not cash.

3. To add undistributed earnings to the definition of Capital
Under Management in the Current MorAmerica Capital Investment
Advisory Agreement to allow for growth or decline in the
Management Fee as relevant assets grow or decline.

In addition, on February 23, 1999, the Corporation's shareholders approved
certain changes to the Current MorAmerica Capital Investment Advisory Agreement
consisting of amendments requested by the SBA in connection with its review of
the Current MorAmerica Capital Investment Advisory Agreement approved by the
shareholders of the Corporation on February 24, 1998.

No person serves as an investment advisor to the Corporation or
MorAmerica Capital, other than InvestAmerica pursuant to the Current Investment
Advisory Agreements. In addition, other than pursuant to the Current Investment
Advisory Agreements, the Corporation and MorAmerica did not pay any fees to
InvestAmerica, its affiliated persons or affiliated persons of such persons
during Fiscal Year 2003.

CURRENT INVESTMENT ADVISORY AGREEMENTS

The Current Investment Advisory Agreements provide that InvestAmerica
shall manage all assets of the Corporation and MorAmerica Capital and generally
shall provide all facilities, personnel, and other means necessary for the
Corporation and MorAmerica Capital to operate. Except to the extent of
acquisitions or dispositions of portfolio securities that, in accordance with
the Corporation's and MorAmerica Capital's co-investment guidelines require
specific board approval, InvestAmerica makes all new and follow-on investments
and all asset dispositions and other investment decisions in Invest America's
discretion.

Under the Current Investment Advisory Agreements, InvestAmerica
generally is responsible for expenses relating to staff salaries, office space
and supplies, and the Corporation and MorAmerica Capital are generally
responsible for auditing fees, all legal expenses and other expenses associated
with being a public company, fees to the directors of the Corporation and
MorAmerica Capital, and any and all expenses associated with property of a
portfolio company taken or received by the Corporation or MorAmerica Capital or
on its behalf as a result of its investment in any portfolio company.

The Current Investment Advisory Agreements provide that InvestAmerica
shall receive a management fee and an incentive fee. With respect to the
Corporation, the management fee is paid monthly in arrears and is equal to 2.5%
per annum of Assets Under Management (as that term is defined in the Current
Investment Advisory Agreements), which means the total value of the
Corporation's assets. With respect to MorAmerica Capital, the management fee is
paid monthly in arrears and is equal to 2.5% per annum of Capital Under
Management (as that term is defined in the Current MorAmerica Capital Investment
Advisory Agreement), which includes MorAmerica Capital's fiscal year-end: (i)
private capital (as defined in the Small Business Administration ("SBA")
Regulations), (ii) SBA leverage, and (iii) Undistributed Realized Earnings (as
defined in the Current Investment Advisory Agreements), not to exceed 2.5% of
Assets Under Management or 7.5% of Regulatory Capital (as defined in the Current
MorAmerica Capital Investment Advisory Agreement).

In addition, InvestAmerica is entitled to an incentive fee under the
Current Investment Advisory Agreements. Under each of the Current Investment
Advisory Agreements, the amount of the incentive fee is 13.4% of the Net Capital
Gains (as defined in the Current Investment Advisory Agreements), before taxes,
on portfolio investments and from the disposition of other assets or property
managed by InvestAmerica.

The amount of the incentive fee is limited in any period by applicable
SBA regulations with respect to the fee paid by MorAmerica Capital, although the
amount which may not be paid in one period may be an incentive fee payable, or
may be in escrow payable, and disbursed in

later periods. In addition, the amount of the incentive fee and all incentive
compensation, in any Fiscal Year, may not exceed the limit prescribed by Section
205(b)(3)(A) of the Investment Advisors Act of 1940, as amended (the "Advisors
Act"). This section provides that the total incentive fee will not exceed 20% of
the realized capital gains upon the funds computed net of all realized capital
losses and unrealized capital depreciation.

Management fees under the Current Investment Advisory Agreements on a
consolidated basis amounted to $1,083,575 for Fiscal Year 2003. However, during
Fiscal Year 2003, InvestAmerica agreed to a voluntary, temporary reduction in
management fees from January 1, 2003 to February 29, 2004. This temporary
reduction, effective for nine months of Fiscal Year 2003, reduced by $180,421
the amount of management fees paid to InvestAmerica during that period. The
amount of fees subject to this voluntary reduction cannot be recaptured by
either InvestAmerica or Atlas. As a result, during Fiscal Year 2003, the
Corporation paid InvestAmerica management fees totaling $903,154. No incentive
fees were earned under the Current Investment Advisory Agreements during Fiscal
Year 2003. Incentive fees of approximately $27,000 resulting from noncash gains
earned during prior periods are being deferred until the assets are sold in
accordance with the Current Investment Advisory Agreements.

NEW INVESTMENT ADVISORY AGREEMENTS AND SUBADVISORY AGREEMENT

As described above under "RECENT DEVELOPMENTS - BACKGROUND OF
PROPOSALS" the Boards of Directors of the Corporation and MorAmerica Capital
have recently approved a number of measures designed to improve the performance
of the Corporation and MorAmerica Capital. Among those measures were the
approval of a new Investment Advisory Agreement (the "New Corporation Investment
Advisory Agreement") between the Corporation and Atlas Management Partners, LLC
("Atlas"), a new Investment Advisory Agreement (the "New MorAmerica Investment
Advisory Agreement," and together with the New Corporation Investment Advisory
Agreement, the "New Investment Advisory Agreements"), between MorAmerica Capital
and Atlas, and an Investment Advisory Support Services Agreement ("Subadvisory
Agreement") among the Corporation, MorAmerica Capital, Atlas and InvestAmerica.
Information concerning the terms of the New Corporation Investment Advisory
Agreement, the New MorAmerica Capital Investment Advisory Agreement, and the
Subadvisory Agreement can be found under "PROPOSAL 2 - APPROVAL OF NEW
CORPORATION INVESTMENT ADVISORY AGREEMENT," "PROPOSAL 3 - APPROVAL OF NEW
MORAMERICA CAPITAL INVESTMENT ADVISORY AGREEMENT," and "PROPOSAL 4 - APPROVAL OF
SUBADVISORY AGREEMENT," respectively.

FEE TABLE

The following table sets forth (i) the aggregate amount of
InvestAmerica's fees during Fiscal Year 2003; (ii) the amount that Atlas would
have received had the New Investment Advisory Agreements been in effect during
Fiscal Year 2003; and (iii) the difference between these two amounts as a
percentage of the amount of InvestAmerica's fees during Fiscal Year 2003:

AGGREGATE AMOUNT OF FISCAL FEES UNDER NEW INVESTMENT DIFFERENCE BETWEEN
YEAR 2003 FEES(1) ADVISORY AGREEMENTS AMOUNTS
----------------- ------------------- -------

$903,154 $1,083,575 19.98%

As described under "PROPOSAL 2 - APPROVAL OF NEW CORPORATION INVESTMENT
ADVISORY AGREEMENT," AND "PROPOSAL 3 - APPROVAL OF NEW MORAMERICA CAPITAL
INVESTMENT ADVISORY AGREEMENT," the difference between the Current Investment
Advisory Agreements and the New Investment Advisory Agreements will affect the
amount of incentive fees payable to Atlas in a given period to the extent that
the Corporation or MorAmerica Capital realizes Net Capital Gains, before taxes,
on portfolio investments or to the extent that the Corporation or MorAmerica
disposes of other assets or property managed by Atlas. Because no incentive fees
were earned under the Current Investment Advisory Agreements during Fiscal Year
2003, no incentive fees would have been payable if the New Investment Advisory
Agreements had been in effect during that period. In addition, as described
under "PROPOSAL 4 - APPROVAL OF SUBADVISORY AGREEMENT," incentive fees payable
to InvestAmerica under the Subadvisory Agreement are payable by Atlas out of
incentive fees paid by the Corporation and MorAmerica Capital to Atlas under the
New Investment Advisory Agreements.

Also, as described under "PROPOSAL 4 - APPROVAL OF SUBADVISORY
AGREEMENT," InvestAmerica will receive a fixed management fee each year that the
Subadvisory Agreement is in effect. If the Subadvisory Agreement had been in
effect for Fiscal Year 2003, InvestAmerica's management fee would have been
$325,000. The management fee paid to InvestAmerica is payable by Atlas out of
management fees paid by the Corporation and MorAmerica Capital to Atlas under
the New Investment Advisory Agreements.

INFORMATION REGARDING ATLAS

The following table sets forth the name, address and principal
occupation of the current sole manager of Atlas:

NAME AND ADDRESS PRINCIPAL OCCUPATION

Kent I. Madsen Member and Manager of Atlas;
One Main Street, Suite Managing Director of Wasatch Venture
1660, Salt Lake City, Fund and an officer of Zion' s Bank SBIC
Utah 84133 Venture Fund

------------------
(1) As discussed above, InvestAmerica agreed to a voluntary, temporary
reduction in management fees from January 1, 2003 through February 29, 2004. Due
to the agreement, the aggregate amount of Fiscal Year 2003 fees reflects the
$180,421 in management fees waived by InvestAmerica during this nine-month
period. In the absence of this agreement, the amount of fees that Atlas would
have received had the New Investment Advisory Agreements been in effect during
Fiscal Year 2003 would have been the same as that payable under the Current
Investment Advisory Agreements.

Atlas currently has two members, Kent I. Madsen and Bridgewater
International Group, LLC ("Bridgewater"). Under a Strategic Agreement, dated as
of September 29, 2003, among Bridgewater, Atlas, Kent I. Madsen and Robert T.
Madsen (the "Strategic Agreement"), at such time as Atlas enters into the New
Investment Advisory Agreements, (i) Bridgewater will become a manager of Atlas
under a Management Agreement to be entered into between Bridgewater and Atlas,
(ii) Kent I. Madsen, Geoffrey T. Woolley, Tim Bridgewater will be named as
Voting Managing Directors of Atlas; and (iii) Robert T. Madsen and Geoffrey T.
Woolley will become members of Atlas.

Other than Kent I. Madsen, no other director or officer of the
Corporation or of MorAmerica Capital currently is either a member or manager of
Atlas or owns securities of, or has any other material direct or indirect
interest in, Atlas. However, as described above, Geoffrey T. Woolley will become
a member and Voting Managing Director of Atlas at such time as Atlas enters into
the New Investment Advisory Agreements. In addition, Benjamin Jiaravanon, who is
nominated to become a Director of the Corporation, is a manager of Bridgewater,
and as such, has an indirect interest in Atlas.

Atlas does not act as investment advisor with respect to any other
company, and the Corporation's Board of Directors is not aware of any financial
condition of Atlas that is reasonably likely to impair the financial ability of
Atlas to fulfill its commitment to the Corporation under the New Investment
Advisory Agreements. No commission has been paid to, nor does the Corporation
have, any Affiliated Broker, as that term is defined in Item 22(a)(1)(ii) of
Schedule 14A.

While there are no arrangements between the Corporation and any party
with respect to membership on the Board of Directors, Atlas, Bridgewater, Kent
I. Madsen and Robert A. Madsen are parties to the Strategic Agreement. Also,
Atlas, Bridgewater and Kent Madsen are parties to a Shareholder and Voting
Agreement, dated September 30, 2003, under which Atlas is appointed as proxy to
vote Bridgewater's shares in the Corporation. Among other terms, the Strategic
Agreement provides that effective with the first annual meeting after Atlas
becomes the investment advisor of the Corporation and MorAmerica Capital, Atlas
will cast all votes for election to the Board of Directors of the Corporation of
one person recommended by Bridgewater. Also, the Strategic Agreement provides
that one person recommended by Bridgewater will be elected as a Voting Managing
Director of Atlas.

INFORMATION INCORPORATED BY REFERENCE FROM ANNUAL REPORT

With respect to Proposals 2, 3 and 4, the Corporation's financial
statements and related financial information required by Item 13(a) of Schedule
14A are incorporated hereby by this reference to the Corporation's Annual Report
to Shareholders for its fiscal year ended September 30, 2003 (the "Annual
Report"). The Annual Report accompanies this proxy statement, but is not deemed
a part of the proxy soliciting material, except to the extent that portions
thereof have been incorporated herein pursuant to the preceding sentence.

PROPOSAL 2
APPROVAL OF NEW CORPORATION
INVESTMENT ADVISORY AGREEMENT

The Current Corporation Investment Advisory Agreement expires on
February 29, 2004. The Corporation proposes to enter into a new investment
advisory agreement (the "New Corporation Investment Advisory Agreement") between
the Corporation and Atlas Management Partners LLC ("Atlas"), whose address is
One Main Street, Suite 1660, Salt Lake City, Utah 84133. The New Corporation
Investment Advisory Agreement was approved on December 22, 2003 by the vote of a
majority of the members of the Board of Director of the Corporation who are not
parties to the transaction or "interested persons" within the meaning of Section
2(a)( 19) of the Investment Company Act, cast in person at a meeting called for
the purpose of voting on such approval, subject to the approval of the
shareholders of the Corporation at the 2004 Annual Meeting.

The New Corporation Investment Advisory Agreement has a term of two
years, unless sooner terminated as described below. After the initial two-year
term, the New Corporation Investment Advisory Agreement will continue in effect
so long as such continuance is specifically approved at least annually by the
Board of Directors of the Corporation, including a majority of its Directors who
are not interested persons of Atlas, or by the vote of the holders of a
majority, as defined in the Investment Company Act, of the outstanding shares of
the Corporation. The New Corporation Investment Advisory Agreement may be
terminated by the Corporation at any time, without payment of any penalty, on 60
days' written notice to Atlas if the decision to terminate has been made by the
Board of Directors of the Corporation or by the vote of a majority, as defined
in the Investment Company Act, of the holders of a majority of the outstanding
shares of the Corporation.

Atlas may also terminate the New Corporation Investment Advisory
Agreement on 60 days' written notice to the Corporation provided that another
investment advisory agreement with a suitable investment adviser has been
approved by the vote of the holders of a majority, as defined in the Investment
Company Act, of the outstanding shares of the Corporation and by the Boards of
Directors of the Corporation, including a majority of Directors who are not
parties to such agreement or interested persons of any such party.

The terms of the New Corporation Investment Advisory Agreement are not
materially different from the Current Corporation Investment Advisory Agreement,
except that the incentive fee payable to Atlas would be 20%, instead of the
13.4% payable under the Current Corporation Investment Advisory Agreement, of
the Net Capital Gains (as defined in the New Corporation Investment Advisory
Agreement), before taxes, on portfolio investments and from the disposition of
other assets or property managed by Atlas. The proposed New Corporation
Investment Advisory Agreement is attached hereto as Appendix A.

The Board of Directors of the Corporation reviewed recent financial
performance of the Corporation, and evaluated information regarding the prior
business experience of Atlas principals, data regarding peer group business
development companies, and each of the elements of the Atlas long-range plan
described under RECENT DEVELOPMENTS--

BACKGROUND FOR PROPOSALS. In light of these factors, the Board of Directors of
the Corporation approved, and determined to recommend to the shareholders for
their approval, the New Corporation Investment Advisory Agreement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE NEW CORPORATION INVESTMENT ADVISORY AGREEMENT.

PROPOSAL 3
APPROVAL OF NEW MORAMERICA CAPITAL
INVESTMENT ADVISORY AGREEMENT

The Current MorAmerica Capital Investment Advisory Agreement expires on
February 29, 2004. MorAmerica Capital proposes to enter into a new investment
advisory agreement (the "New MorAmerica Capital Investment Advisory Agreement")
between MorAmerica Capital and Atlas Management Partners LLC ("Atlas"), whose
address is One Main Street, Suite 1660, Salt Lake City, Utah 84133. The New
MorAmerica Capital Investment Advisory Agreement was approved on December 22,
2003 by the vote of a majority of the members of the Board of Director of
MorAmerica Capital who are not parties to the transaction or "interested
persons" within the meaning of Section 2(a)(19) of the Investment Company Act,
cast in person at a meeting called for the purpose of voting on such approval,
subject to the approval of the shareholders of the Corporation at the 2004
Annual Meeting. Because MorAmerica Capital is licensed as a small business
investment company ("SBIC"), applicable SBA regulations require the approval of
the SBA of the New MorAmerica Capital Investment Advisory Agreement.

The New MorAmerica Capital Investment Advisory Agreement has a term of
two years, unless sooner terminated as described below. After the initial
two-year term, the New MorAmerica Capital Investment Advisory Agreement will
continue in effect so long as such continuance is specifically approved at least
annually by the Board of Directors of MorAmerica Capital, including a majority
of its Directors who are not interested persons of Atlas, or by the vote of the
holders of a majority, as defined in the Investment Company Act, of the
outstanding shares of MorAmerica Capital. The New MorAmerica Capital Investment
Advisory Agreement may be terminated by the Corporation or MorAmerica Capital at
any time, without payment of any penalty, on 60 days' written notice to Atlas if
the decision to terminate has been made by the Board of Directors of MorAmerica
Capital or by the vote of a majority, as defined in the Investment Company Act,
of the holders of a majority of the outstanding shares of the Corporation or
MorAmerica Capital.

Atlas may also terminate the New MorAmerica Capital Investment Advisory
Agreement on 60 days' written notice to the Corporation and MorAmerica Capital
provided that another investment advisory agreement with a suitable investment
adviser has been approved by the vote of the holders of a majority, as defined
in the Investment Company Act, of the outstanding shares of MorAmerica Capital
and by the Board of Directors of MorAmerica Capital, including a majority of
Directors who are not parties to such agreement or interested persons of any
such party.

The terms of the New MorAmerica Capital Investment Advisory Agreement
are not materially different from the Current MorAmerica Capital Investment
Advisory Agreement, except that the incentive fee payable to Atlas would be 20%,
instead of the 13.4% payable under the Current MorAmerica Capital Investment
Advisory Agreement, of the Net Capital Gains (as defined in the New MorAmerica
Capital Investment Advisory Agreement), before taxes, on portfolio investments
and from the disposition of other assets or property managed by Atlas. The
proposed New MorAmerica Capital Investment Advisory Agreement is attached hereto
as Appendix B.

The Board of Directors of MorAmerica Capital reviewed recent financial
performance of MorAmerica Capital, and evaluated information regarding the prior
business experience of Atlas principals, data regarding peer group business
development companies, and each of the elements of the Atlas long-range plan
described under RECENT DEVELOPMENTS--BACKGROUND FOR PROPOSALS. In light of these
factors, the Board of Directors of MorAmerica Capital approved, and determined
to recommend to the shareholders for their approval, the New MorAmerica Capital
Investment Advisory Agreement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE NEW MORAMERICA CAPITAL INVESTMENT ADVISORY AGREEMENT.

PROPOSAL 4
APPROVAL OF SUBADVISORY AGREEMENT

The Corporation, MorAmerica Capital and Atlas propose to enter into an
Investment Advisory Support Services Agreement ("Subadvisory Agreement") with
InvestAmerica in the form attached hereto as Appendix C. The Subadvisory
Agreement was approved on December 23, 2003 by the vote of a majority of the
members of the respective Boards of Directors of the Corporation and MorAmerica
Capital who are not parties to the transaction or "interested persons" within
the meaning of Section 2(a)(19) of the Investment Company Act, cast in person at
a meeting called for the purpose of voting on such approval, subject to the
approval of the shareholders of the Corporation at the 2004 Annual Meeting.

Under the Subadvisory Agreement, InvestAmerica would be retained to
monitor and manage Portfolio Company (as defined in the New Investment Advisory
Agreements) investments in existence as of the date of the Subadvisory
Agreement, including exits, preparation of valuations and other portfolio
management matters. Under the Subadvisory Agreement, Atlas would pay
InvestAmerica certain fixed management fees and incentive fees based on a
portion of the incentive fees paid to Atlas by the Corporation and MorAmerica
Capital under the New Investment Advisory Agreements. The Subadvisory Agreement
would not result in any additional expense to either the Corporation or
MorAmerica Capital.

The following table reflects the amount of management fees and
incentive fees payable to InvestAmerica by Atlas under the Subadvisory
Agreement:

Period Management Fee Incentive Fees(1)
------ -------------- -----------------

Effective Date through February 28, 2005 $ 325,000 70%
March 1, 2005 through February 28, 2006 $ 250,000 70%
March 1, 2006 through February 28, 2007 $ 125,000 70%
March 1, 2007 through February 28, 2008 $ 60,000 70%
March 1, 2008 through February 28, 2009 $ 60,000 50%

The Subadvisory Agreement has a term of two years, unless sooner
terminated as described below. After the initial two-year term, the Subadvisory
Agreement will continue in effect so long as such continuance is specifically
approved at least annually by Atlas and the Boards of Directors of the
Corporation and MorAmerica Capital, including a majority of their respective
Directors who are not interested persons of InvestAmerica, or by vote of the
holders of a majority, as defined in the Investment Company Act, of the
outstanding voting securities of the Corporation and MorAmerica Capital. The
Subadvisory Agreement may be terminated by Atlas, the Corporation or MorAmerica
Capital at any time, without payment of any penalty, on 60 days written notice
to InvestAmerica if the decision to terminate has been made by Atlas or by the
Boards of Directors of the Corporation and MorAmerica Capital or by vote of the
holders of a majority, as defined in the Investment Company Act, of the
outstanding voting securities of the Corporation or MorAmerica Capital. The
Subadvisory Agreement also may be terminated by InvestAmerica at any time,
without payment of any penalty, on 60 days' written notice to Atlas, the
Corporation and MorAmerica Capital.

The Boards of Directors of the Corporation and MorAmerica Capital
reviewed recent financial performance of the Corporation and MorAmerica Capital,
and evaluated information regarding the prior business experience of Atlas
principals, data regarding peer group business development companies, and each
of the elements of the Atlas long-range plan described under RECENT
DEVELOPMENTS--BACKGROUND FOR PROPOSALS. In light of these factors, the Boards of
Directors of the Corporation and MorAmerica Capital approved, and determined to
recommend to the shareholders for their approval, the Subadvisory Agreement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE SUBADVISORY AGREEMENT.

-------------------
(1) Represents the percentage of the incentive fees payable to Atlas
under the New Investment Advisory Agreements with respect to portfolio
investments of the Corporation and MorAmerica Capital existing as of March 1,
2004 which would be paid to InvestAmerica under the Subadvisory Agreement

PROPOSAL 5
AUTHORITY FOR AN INCREASE IN THE AUTHORIZED SHARES OF COMMON
STOCK OF THE CORPORATION

DESCRIPTION OF THE PROPOSED AMENDMENT AND REQUIRED VOTE

On January 13, 2004, the Board of Directors of the Corporation
unanimously approved a resolution to amend the Corporation's Certificate of
Incorporation to provide for an increase in the number of authorized shares of
Common Stock, par value $.01, from 4,000,000 to 10,000,000 authorized shares.
The Board of Directors determined that such amendment is advisable and directed
that the proposed amendment be considered at the 2004 Annual Meeting. The
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock entitled to vote at the meeting is required to approve the proposed
amendment. The full text of the proposed amendment to the Certificate of
Incorporation is set forth in Appendix D to this Proxy Statement.

PURPOSES AND EFFECTS OF INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK

The proposed amendment would increase the number of shares of Common
Stock which the Corporation is authorized to issue from 4,000,000 to 10,000,000.
The additional shares of Common Stock would be a part of the existing class of
Common Stock and, if and when issued, would have the same rights and privileges
as the shares of Common Stock presently issued and outstanding. The holders of
the Common Stock of the Corporation are not entitled to preemptive rights or
cumulative voting.

The Board of Directors believes it desirable to increase the number of
authorized but unissued shares in order to provide necessary capital-raising
flexibility into the foreseeable future; however, except for the convertible
loan transaction discussed under Proposal 5, the Board of Directors has not
approved any specific transaction involving the issuance of any additional
shares for capital-raising purposes at this time. Such authorized but unissued
shares may be issued by the Corporation to raise additional equity capital to
provide funding for the Corporation's investing activities, payment of principal
of outstanding SBA-guaranteed debentures, operating expenses or other corporate
purposes.

As of November 30, 2003, the Corporation had 1,670,745 authorized
shares available for issuance, and 2,329,255 shares issued and outstanding.
Accordingly, if the proposed amendment to the Corporation's Certificate of
Incorporation is approved by the Shareholders, the Corporation would have a
total of 7,670,745 shares of Common Stock available for issuance, based upon the
number of shares of Common Stock outstanding as of November 30, 2003. Shares of
the Common Stock are currently listed for trading on the Nasdaq SmallCap Market.
The Corporation also will apply for listing on the Nasdaq SmallCap Market (or
any other trading market on which shares of the Corporation's Common Stock are
then traded) of any additional shares of the Common Stock to be issued in public
transactions.

PURPOSES AND EFFECTS OF OBTAINING ADDITIONAL EQUITY CAPITAL

In the past, the Corporation and MorAmerica Capital have relied
primarily upon their U.S. treasury bills, cash and cash equivalents
(collectively, "Liquid Assets") and SBA-guaranteed debt to finance their
investing activities and other cash requirements. In particular, as discussed in
detail above, the Board of Directors and Atlas, the proposed new investment
advisor, propose to pursue a long-term strategy to substantially increase the
size of the Corporation, over time, through internal growth and additional debt
and equity capital to more closely resemble peer public business development
companies. To do so, the Board of Directors believes it necessary to have
sufficient authorized shares available for future transactions.

The members of the Board of Directors also believe that increasing the
asset base of the Corporation through the issuance of additional shares of
Common Stock may be in the best interests of the Corporation and its
shareholders for several reasons. First, the Corporation may be able to achieve
greater breadth in its investment portfolio by increasing the total number and
amount of portfolio investments. Second, any increase in the Corporation's asset
base may tend to decrease the Corporation's operating expenses as a percentage
of assets under management. Third, under SBA rules, additional contributed
capital and net investment income and/or net realized gains, if any, from
additional portfolio investments may indirectly result in an increase in
MorAmerica Capital's maximum single investment size and thus may permit
MorAmerica Capital to make larger portfolio investments as called for in its
growth plans, sooner than otherwise possible. An increase in the asset base,
however, will also increase fees payable to the Corporation's investment advisor
as these fees are based, in part, on the amount of assets under management.

With a larger maximum single investment size, more portfolio investment
opportunities may be available to MorAmerica Capital. By making larger
investments, the Corporation and MorAmerica Capital may be more competitive in
their investment prospecting when the Corporation and/or MorAmerica Capital is
one of several co-investors. Moreover, issuing additional shares of Common Stock
as a means of accessing additional capital may permit the Corporation to better
realize the benefit of its publicly traded status as more shares are available
for trading and the market capitalization of the Corporation increases.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSAL AMENDING THE CORPORATION'S CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE CORPORATION FROM 4,000,000 TO
10,000,000.

PROPOSAL 6
AUTHORITY FOR RIGHTS OFFERING

INTRODUCTION

Consistent with the discussion above, the Corporation is evaluating
means to raise additional equity capital for the Corporation. Two types of
transactions under evaluation require shareholder authorization. The first of
these is a rights offering described below.

RIGHTS OFFERING

The Corporation has elected treatment as a business development company
("BDC") under the Investment Company Act. As such, the Corporation is permitted
to issue shares of its Common Stock in connection with a rights offering under
Section 18(d) of the Investment Company Act. In a rights offering, each
shareholder receives the right to purchase a specified number of additional
shares of the Corporation's Common Stock, pro-rata, based on the number of
shares held as of a specified record date. Also, rights offerings may be
non-transferable (in which case the rights may only be exercised by existing
holders) or transferable (in which case rights not exercised by existing holders
may be separately transferred).

Under rules of the Nasdaq Stock Market, Inc. ("Nasdaq"), shareholder
approval is required for rights offerings that are deemed to be other than
"public offerings" and which involve the sale of more than 20% of the
outstanding shares at a price less than the greater of net asset value or market
value. Thus, if shareholders approve this Proposal 4, the Corporation will be
authorized to conduct one or more rights offerings for which shareholder
approval is required under Nasdaq rules.

However, no shareholder approval is required under Nasdaq rules with
respect to rights that are either (i) deemed to be public offerings or (ii)
involve the sale of less than 20% of the outstanding shares of the Corporation's
Common Stock. Thus, if the shareholders do not approve this Proposal 4, the
Corporation may nonetheless effect a rights offering, so long as such rights
offering does not require shareholder approval under Nasdaq rules.

Shareholders should consider that if they do not exercise their rights
under a rights offering, at the completion of any such rights offering they will
own a smaller proportional interest in the Corporation than they would if they
had exercised. In addition, because the subscription price per share of Common
Stock will be less than the net asset value per share, shareholders may
experience an immediate dilution, which could be significant, of the aggregate
net asset value of their shares. This dilution may disproportionately affect
those shareholders who do not exercise their rights in full. The Corporation
cannot state precisely the extent of any such dilution at this time because the
Board of Directors has not considered any specific transactions and does not
know what the net asset value per share will be, what the subscription price
will be or what proportion of any rights will be exercised at the time any
rights offerings are effected in the future.

Shares of the Corporation's stock have historically traded at a
substantial discount to net asset value. At September 30, 2003, the end of
Fiscal Year 2003, the closing market bid price per share of the Corporation's
Common Stock was $2.52, or 46.1% of the net asset value per share at that date
of $5.47. Accordingly, it is likely that in order to induce existing
shareholders or others to exercise rights to purchase shares, the exercise price
of the rights must be less than net asset value and/or market value. In
addition, given the number of shares outstanding and market capitalization of
the Corporation, in order to raise a material amount of money, issuing a
substantial number of rights may be appropriate.

Accordingly, the Board of Directors requests approval of the
shareholders to conduct one or more rights offerings for which shareholder
approval is required under Nasdaq rules, on such terms and conditions as may be
determined by the Board of Directors, for up to the total number of outstanding
but unissued shares.

At this date, 2,329,255 shares are issued and outstanding, and
4,000,000 shares are currently authorized. If Proposal 3 is approved, the number
of authorized shares would increase to 10,000,000. Accordingly, if the
shareholders approve this Proposal 4, the Board of Directors will be authorized
to conduct rights offerings for up to a maximum of:

- 1,670,745 shares based on the number of currently authorized
and unissued shares; and

- 7,670,745 shares if Proposal 3 is also approved.

Any transaction will be undertaken only with the approval of the Board
of Directors on the basis that any such transaction is in the best interest of
the Corporation and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
AUTHRORIZING THE CORPORATION TO ISSUE RIGHTS TO ACQUIRE ANY AUTHORIZED SHARES OF
COMMON STOCK OF THE CORPORATION.

PROPOSAL 7
AUTHORITY FOR ISSUANCE OF WARRANTS, OPTIONS OR RIGHTS TO
PURCHASE, OR SECURITIES CONVERTIBLE INTO, SHARES OF THE
CORPORATION'S COMMON STOCK

INTRODUCTION

Consistent with the discussion above, the Corporation is evaluating
means to raise additional equity capital for the Corporation. The second type of
transaction under evaluation which requires shareholder authorization is
described in this section.

WARRANTS, OPTIONS OR RIGHTS TO PURCHASE, OR
SECURITIES CONVERTIBLE INTO, SHARES OF COMMON STOCK

The Board of Directors has also considered that it may be advantageous
to the Corporation to issue warrants, options or rights to purchase, or
securities convertible into, shares of Common Stock, within certain limits
permitted by the Investment Company Act. For example, it may be possible to sell
additional shares of stock for net asset value, but such a transaction may only
be possible if purchasers of shares are also issued warrants to purchase shares
of the Corporation's Common Stock at some negotiated discount from net asset
value, as determined by the Board of Directors. Also, although certain pro-rata
offerings of rights to all shareholders to acquire shares of the Corporation's
Common Stock may be conducted under Section 18(d) of the Investment Company Act
as described above under "PROPOSAL 6 -

AUTHORITY FOR RIGHTS OFFERING," the Corporation's Board of Directors may
determine to issue rights to purchase shares of the Corporation's common stock
in one or more other kinds transactions with respect to which stockholder
approval is required under the Section 61(a)(3)(A) of the Investment Company
Act. In addition, to the extent permitted for BDCs, in certain circumstances the
Board of Directors may determine to issue debt securities and it may be
advantageous in order to attract capital on acceptable terms to do so in
conjunction with the issuance of warrants to acquire shares of the Corporation's
Common Stock. Alternatively, the Corporation's Board of Directors may determine
to issue debt securities which by their terms permit the holder to convert some
or all of the principal amount thereof and accrued interest thereon into shares
of the Corporation's common stock.

Under Section 61(a)(3)(A) of the Investment Company Act, subject to a
maximum limitation of 25% of the outstanding voting securities of the business
development company at the time of issuance, a BDC may issue warrants, options
or rights to purchase shares, or securities convertible into, shares of Common
Stock (hereinafter collectively referred to as "Rights"), accompanied by
securities, if:

- such Rights expire by their terms within ten years;

- such Rights are not separately transferable unless no class of
such rights and the securities accompanying them has been
publicly distributed;

- the exercise or conversion price is not less than the current
market value at the date of issuance; and

- the proposal to issue such Rights is authorized by the
shareholders of the BDC, and such issuance is approved by a
both a majority of the BDC's directors who have no financial
interest in the transaction and the non-interested directors
of such company on the basis that the issuance is in the best
interests of the company and its shareholders.

The Board of Directors is seeking approval from the Shareholders to
issue Rights as described above for up to 25% of the outstanding shares of
Common Stock at the time of issuance. At this time, 2,329,255 shares of Common
Stock are outstanding; 25% of that total is 582,313 shares. Because the
Corporation's ability to issue Rights under Section 61(a)(3)(A) of the
Investment Company Act is limited to 25% of the outstanding shares of Common
Stock at the time of issuance, the issuance of additional shares of Common Stock
by the Corporation in the future would increase the number of Rights that the
Corporation would be authorized to issue if this proposal is approved by the
Shareholders.

Although the Shareholders are not being asked to approve any specific
transaction under this proposal, one transaction has been approved by the Board
of Directors which the Corporation currently plans to effect if this proposal is
approved by the Shareholders. This transaction includes the issuance by the
Corporation of debt securities convertible into shares of the Corporation's
common stock, MorAmerica Capital is currently limited by SBA regulations in the
amount of distributions it may make to the Corporation. The Corporation
historically has

relied in large part on distributions from MorAmerica Capital to fund its
operating expenses and other cash requirements. For this purpose, the
Corporation has negotiated a line of credit to be used for the Corporation's
operating expenses, if cash is not available from MorAmerica Capital for these
purposes.

The following are the principal terms of the line of credit:

- The lender is Mr. Geoffrey T. Woolley, a Director of the
Corporation who will also become a principal of Atlas.

- The Corporation may borrow up to up to $400,000, which may be
drawn over a twelve month period. Advances under this line of
credit would bear interest at the rate of 9% per year. The
Corporation would be required to make interest payments
quarterly during the first year, and all accrued interest and
unpaid principal would be fully amortized in the second year.

- The loan agreement extends for two years, subject to extension
at any time by mutual agreement.

- Any outstanding principal and interest may be converted at the
option of the lender to shares of the Corporation's Common
Stock at the lesser of (i) $3.50 per share or (ii) the same
price per share as any rights offering to shareholders within
12 months of the loan date.

- The loan will be secured by:

A first lien on cash assets of the Corporation;

Letter of support from MorAmerica Capital in which MorAmerica
Capital agrees to make legally available distributions to pay
any outstanding loan amounts; and

A guarantee by Atlas.

If the entire amount of the loan were drawn and all principal and
accrued interest were converted into Common Stock, Mr. Woolley would be issued
approximately 171,717 shares, assuming a conversion price of $2.75 (representing
a 5% discount to the market price of the Common Stock of $2.89 as of January 30,
2004) and $72,000 of accrued interest. If this occurred, the net asset value per
share of the Corporation's Common Stock would decline from $5.47 to $5.09, based
upon the net asset value per share at September 30, 2003. By approving this
Proposal 5, in addition to general authority, you are approving the equity
conversion feature of this transaction.

The Corporation does not believe the security interest features of this
loan will limit the Corporation's flexibility, since the holding company does
not otherwise borrow funds and loan proceeds will be used only for routine
operating expenses.

A majority of the Directors who have no financial interest in the
transaction and a majority of non-interested Directors have approved both this
Proposal 7, as well as Proposal 6.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR AUTHRORIZING
THE ISSUANCE OF WARRANTS, OPTIONS OR RIGHTS TO PURCHASE, OR SECURITIES
CONVERTIBLE INTO, SHARES OF THE CORPORATION'S COMMON STOCK, FOR UP TO 25% OF THE
SHARES OF THE CORPORATION'S COMMON STOCK OUTSTANDING, FOR A PRICE THAT IS NOT
LESS THAN MARKET VALUE AT THE DATE OF WARRANT ISSUANCE.

PROPOSAL 8
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

As recommended by the Audit Committee of the Corporation's Board of
Directors, on December 22, 2003, a majority of those members of the Board of
Directors of the Corporation who are not "interested persons" of the Corporation
(as defined in Section 2(a)(19) of the Investment Company Act) voted in favor of
the appointment of KPMG LLP to serve as the Corporation's independent auditors
for the fiscal year ending September 30, 2004.

The appointment of KPMG LLP as independent auditors is subject to
ratification by the shareholders. If the shareholders ratify the selection of
KPMG LLP as the Corporation's auditors, they will also serve as independent
auditors for all subsidiaries of the Corporation. A representative of KPMG LLP
is expected to be present at the 2004 Annual Meeting with an opportunity to make
a statement, and will be available to respond to appropriate questions.

In order to ratify the appointment of KPMG LLP as independent auditors
for the Corporation for the fiscal year ending September 30, 2004, the proposal
must receive the favorable vote of a majority of the shares entitled to vote and
represented at the 2004 Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF KPMG LLP AS THE INDEPENDENT AUDITORS FOR THE CORPORATION FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 2004.

OTHER BUSINESS

The Board of Directors knows of no other business to be presented for
action at the 2004 Annual Meeting. If any matters do come before the 2004 Annual
Meeting on which action can properly be taken, it is intended that the proxies
shall vote in accordance with the judgment of the person or persons exercising
the authority conferred by the proxy at the 2004 Annual Meeting.

ADDITIONAL INFORMATION

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of November 30, 2003, there were 2,329,255 shares issued and
outstanding. The following table sets forth certain information as of November
30, 2003, with respect to the Common Stock ownership of: (i) those persons or
groups (as that term is used in Section 13(d)(3) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act") who beneficially own more than 5%
of the Common Stock, (ii) each Director and nominee for Director of the
Corporation, and (iii) all Officers and Directors of the Corporation, eleven in
number, as a group. Unless otherwise provided, the address of the individuals in
the following table is 101 Second Street, S.E., Suite 800, Cedar Rapids, Iowa
52401.

NAME AND ADDRESS OF
BENEFICIAL AMOUNT AND NATURE PERCENT OF CLASS OF
OWNER OF BENEFICIAL OWNERSHIP VOTING COMMON STOCK
----- ----------------------- -------------------

Atlas Management Partners, 910,146 Shares 39.10%
LLC(1)
One Main Street, Suite 1660,
Salt Lake City, Utah 84133

Bridgewater International 804,689 Shares 34.55%
Group, LLC(1)
10500 South 1300 West,
South Jordan, Utah 84095

Paul M. Bass, Jr. 37,000 Shares 1.59%

Robert A. Comey(2) 57,019 Shares 2.45%

Michael W. Dunn 23,827 Shares 1.02%

Benjamin Jiaravanon(3) -- --
10500 South 1300 West,
South Jordan, Utah 84095

Henry T. Madden 27,555 Shares 1.17%

Kent I. Madsen(4) 912,646 Shares 39.18%
One Main Street, Suite 1660,
Salt Lake City, Utah 84133

Robert T. Madsen(5) 105,457 Shares 4.53%
One Main Street, Suite 1660,
Salt Lake City, Utah 84133

Gordon J. Roth 3,951 Shares 0.17%

David R. Schroder(2) 77,416 Shares 3.32%

John D. Wolfe 5,512 Shares 0.24%

Geoffrey T. Woolley(6) -- --
One Main Street, Suite 1660,
Salt Lake City, Utah 84133

Kevin F. Mullane 11,264 Shares 0.48%

All Officers and Directors 1,156,190 Shares 49.64%
as a Group

------------------

(1) Information with respect to Atlas Management Partners
("Atlas") and Bridgewater International Group, LLC ("Bridgewater") is based upon
Amendment No. 1 to Schedule 13D, dated September 30, 2003, filed by Atlas with
the SEC in which Atlas disclosed that its has sole power to vote or to direct
the vote and shared power to dispose or to direct the disposition of
approximately 804,689 shares of the Corporation's Common Stock previously
acquired by Bridgewater under a Shareholder and Voting Agreement entered into
between Atlas and Bridgewater. In addition, Atlas has sole power to vote or to
direct the vote and shared power to dispose or to direct the disposition of
approximately 105,457 shares of the Corporation's Common Stock previously
acquired by Robert T. Madsen under a Shareholder and Voting Agreement entered
into between Atlas and Robert T. Madsen. Both Shareholder and Voting Agreements
referenced above grant Atlas the right to vote the respective shares of
Bridgewater and Robert T. Madsen for an initial period ending six years after
the date upon which Atlas enters into an investment advisory agreement with the
Corporation and MorAmerica Capital, as proposed and described in the section of
this Proxy Statement entitled APPROVAL OF INVESTMENT ADVISORY AGREEMENTS.

(2) As principals, officers and directors of InvestAmerica
Investment Advisors, Inc. ("InvestAmerica"), 101 Second Street S.E., Suite 800,
Cedar Rapids, IA 52401, the investment advisor for the Corporation and
MorAmerica Capital, during fiscal year ended September 30, 2003, Messrs.
Schroder and Comey were "interested persons" of the Corporation, as that term is
defined in Section 2(a)(19) of the Investment Company Act. Effective as of the
date of the Annual Meeting, however, Messrs. Schroder and Comey have resigned as
Directors of the Corporation.

(3) To the extent that Bridgewater may be deemed to be in control
of the Corporation as a result of beneficial ownership of the Corporation's
Common Stock, Mr. Jiaravanon, as the sole manager of Bridgewater, may be an
"interested person" of the Corporation, as that term is defined in Section
2(a)(19) of the Investment Company Act.

(4) Information with respect to Mr. Kent Madsen is based upon
Amendment No. 1 to Schedule 13D, dated September 30, 2003, filed by Atlas with
the SEC. Mr. Kent Madsen has sole voting and sole dispositive power over 2,500
shares of the Corporation's Common Stock and, as a manager of Atlas, has shared
control over the voting power of Atlas on an additional 910,146 shares of the
Corporation's Common Stock. To the extent that Atlas may be deemed to be in
control of the Corporation as a result of beneficial ownership and voting
control of the Corporation's Common Stock, or to the extent that Atlas may
become the investment advisor for the Corporation and MorAmerica Capital as
proposed and described in the section of this Proxy Statement entitled APPROVAL
OF INVESTMENT ADVISORY AGREEMENTS, Mr. Kent Madsen, who is currently a member
and the sole manager of Atlas, may be an "interested person" of the Corporation,
as that term is defined in Section 2(a)(19) of the Investment Company Act. Mr.
Kent Madsen is the son of Mr. Robert Madsen.

(5) Information with respect to Mr. Robert Madsen is based upon
Amendment No. 1 to Schedule 13D, dated September 30, 2003, filed by Atlas with
the SEC. As the holder of shared dispositive power over 105,457 shares of the
Corporation's Common Stock, Mr. Robert Madsen may be deemed to a member of a
"group" as that term is used in Section 13(d)(3) of the Exchange Act, together
with Bridgewater, Kent I. Madsen and Geoffrey T. Woolley. In addition, to the
extent that Atlas may be deemed to be in control of the Corporation as a result
of beneficial ownership and voting control of the Corporation's Common Stock, or
to the extent that Atlas may become the investment advisor for the Corporation
and MorAmerica Capital as proposed and described in the section of this Proxy
Statement entitled APPROVAL OF INVESTMENT ADVISORY AGREEMENTS, Mr. Robert
Madsen, who will be named as a Member of Atlas at such time as Atlas enters into
an investment advisory agreement with the Corporation and MorAmerica Capital
under a Strategic Agreement entered into among Robert T. Madsen, Kent I.

Madsen, Geoffrey T. Woolley, Bridge-water and Atlas (the "Strategic Agreement"),
may be an "interested person" of the Corporation, as that term is defined in
Section 2(a)(19) of the Investment Company Act. Mr. Robert Madsen is the father
of Mr. Kent Madsen.

(6) Information with respect to Mr. Woolley is based upon
Amendment No. 1 to Schedule 13D, dated September 30, 2003, filed by Atlas with
the SEC. To the extent that Atlas may be deemed to be in control of the
Corporation as a result of beneficial ownership and voting control of the
Corporation's Common Stock, or to the extent that Atlas may become the
investment advisor for the Corporation and MorAmerica Capital as proposed and
described in the section of this Proxy Statement entitled APPROVAL OF INVESTMENT
ADVISORY AGREEMENTS, Mr. Woolley, who will be named as a Member and Voting
Managing Director of Atlas at such time as Atlas enters into an investment
advisory agreement with the Corporation and MorAmerica Capital under the
Strategic Agreement, may be an "interested person" of the Corporation, as that
term is defined in Section 2(a)(19) of the Investment Company Act.

OTHER DIRECTORS

Robert A. Comey, Paul M. Bass, Jr. and David R. Schroder are the last
directors serving three-year terms, continuing until the 2005 Annual Meeting of
shareholders. Mr. Comey and Mr. Schroder are principals of the Company's current
investment advisor, InvestAmerica. Mr. Comey and Mr. Schroder have resigned from
the Board of Directors, effective at the conclusion of the 2004 Annual Meeting.

Certain information concerning Paul M. Bass, Jr. is set forth below.
Mr. Bass's current term expires at the 2005 Annual Meeting of Shareholders. Mr.
Bass is not deemed to be an "interested person," as that term is defined in
Section 2(a)(19) of the Investment Company Act, of the Corporation.

PAUL M. BASS, JR.

Mr. Bass, age 68, has been Chairman of the Boards of Directors of the
Corporation and of the Corporation's wholly-owned subsidiary, MorAmerica Capital
Corporation ("MorAmerica Capital") since 1994. From 1988 to present, Mr. Bass
has also served as Vice Chairman of First Southwest Company, a regional
investment banking firm. Mr. Bass specializes in corporate finance, investment
management and public finance. Mr. Bass is also presently a Director of Keystone
Consolidated Industries (Chairman of the Audit Committee), and Compx
International (member of the Audit Committee). Mr. Bass holds a B.B.A. in
finance from Southern Methodist University.

ADVISORY BOARD

At its meeting on December 22, 2003, the Boards of Directors of the
Corporation and MorAmerica Capital voted to create an Advisory Board to
MorAmerica Capital. It is contemplated that the Advisory Board will include
members who are recruited from time to time for specific advice they may provide
to MorAmerica Capital. The compensation for service as an Advisory Board member
was initially set at $10,000 per annum. Initially, two current members of the
Boards of Directors of the Corporation and MorAmerica Capital whose terms are
expiring, Henry T. Madden and John Wolfe, were appointed to the MorAmerica
Capital Advisory Board commencing at the end of the 2004 Annual Meeting of
Shareholders. Pursuant to a written agreement, Mr. Madden and Mr. Wolfe will
provide consulting services as advisory

directors for a two-year term based on their prior experience as members of the
Board of Directors with respect to the current investment portfolio. Certain
information concerning Mr. Madden and Mr. Wolfe is set forth below.

HENRY T. MADDEN

Mr. Madden, age 74, has been a Director of the Corporation and
MorAmerica Capital since 1994. Mr. Madden is a consultant to development stage
companies. Since 1995, Mr. Madden has been an independent trustee of Berthel
Growth and Income Trust I, and since 1997, Mr. Madden has served as an
independent member of the Management Board of Berthel SBIC, LLC, a wholly-owned
subsidiary of Berthel Growth & Income Trust I. In 1986, Mr. Madden organized the
Institute for Entrepreneurial Management in the University of Iowa College of
Business Administration. As Director of the Institute, Mr. Madden advised
potential and new entrepreneurs and taught courses on entrepreneurship in the
M.B.A. program. He retired in December, 2000.

JOHN D. WOLFE

Mr. Wolfe, age 77, has been a Director of the Corporation since 1994
and a Director of MorAmerica Capital since 1989. Mr. Wolfe is retired from a
career in mortgage lending and retail banking. Mr. Wolfe had been employed for
many years by the Morris Plan companies prior to the 1985 bankruptcy of
MorAmerica Financial Corporation and Morris Plan Liquidation Company (the
"Debtors"), and was President of the Morris Plan Company of Iowa. Following the
1988 reorganization of the Debtors, Mr. Wolfe served as voting trustee for the
MorAmerica Financial Corporation stock and President of both Debtors. Following
several years of retirement, Mr. Wolfe returned from retirement to serve as
voting trustee and President and Director of the Debtors during the Debtors'
1993 bankruptcy case.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

An Audit Committee, a Nominating Committee and an Investment Committee
operated during Fiscal Year 2003 to assist the Board of Directors in carrying
out its duties. In addition, during Fiscal Year 2003, the Board of Directors
established a Special Committee to analyze and recommend to the full Board of
Directors whether and under what conditions the Corporation should waive its
rights under Section 203 of the Delaware General Corporation Law in order to
facilitate a sale of the shares of the Corporation's Common Stock owned by Zions
First National Bank.

During Fiscal Year 2003, fourteen meetings of the Board of Directors
were held. In addition, six meetings of the Audit Committee, one meeting of the
Nominating Committee, three meetings of the Investment Committee and three
meetings of the Special Committee were held. Each of the Directors attended at
least 75% of the meetings of the Board of Directors and at least 75% of the
meetings held by the committees of the Board of Directors on which that Director
served.

Audit Committee

The Audit Committee makes recommendations to the Board of Directors
regarding the engagement of the independent auditors for audit and non-audit
services; evaluates the independence of the auditors and reviews with the
independent auditors the fee, scope and timing of audit and non-audit services.
The Audit Committee also is charged with monitoring the Corporation's Policy
Against Insider Trading and Prohibited Transactions and its Code of Conduct. The
Audit Committee has adopted a written charter, which is attached hereto as
Appendix E.

The Audit Committee presently consists of Michael W. Dunn (Chair),
Henry T. Madden and Gordon J. Roth. Each member of the Audit Committee is
independent under Nasdaq listing standards.

Nominating/Governance Committee

The Nominating Committee was appointed by the Board of Directors to
approve all Director nominees to be voted on at the 2004 Annual Meeting. At its
December 15, 2003 meeting, the Nominating Committee adopted a written charter,
which reconstituted the Nominating Committee as the Nominating/Governance
Committee and set forth the Nominating/Governance Committee's authority and
responsibilities. Among other things, the Nominating/Governance Committee will
recommend to the Board of Directors nominations for Director of the Corporation.
On December 22, 2003, the Board of Directors approved the Nominating/Governance
Committee Charter, a copy of which is attached hereto as Appendix F.

The Nominating/Governance Committee may seek input from other Directors
or senior management in identifying candidates. Shareholders may propose
nominees for Director by following the procedures set forth in the section of
this Proxy Statement entitled "SHAREHOLDER PROPOSALS FOR 2005 ANNUAL MEETING."

The qualifications used in evaluating candidates include but are not
limited to: independence, time commitments, attendance, business judgment,
management, accounting, finance, industry and technology knowledge, as well as,
personal and professional ethics, integrity and values. In addition, as set
forth in its Charter, the Nominating/Governance Committee believes that having
directors with relevant experience in business and industry, government, finance
and other areas is beneficial to the Board of Directors as a whole. The
Nominating/Governance Committee further reviews the qualifications of any
candidate in the context of the current composition of the Board of Directors
and the needs of the Corporation. The same identifying and evaluating procedures
apply to all candidates for director nomination.

The Nominating/Governance Committee has approved all of the nominees
for Director identified above. Kent I. Madsen, Benjamin Jiaravanon, Jasja
Kotterman, Shane Robison, Martin Walton and Geoffrey T. Woolley were recommended
to the Nominating/Governance Committee by Atlas, the beneficial owner of
approximately 39.1% of the outstanding shares of Common Stock of the
Corporation. In addition, Atlas is proposed to be the Corporation's investment
advisor, as described in PROPOSAL 2. Kent I. Madsen and Geoffrey T. Woolley, as
non-management directors, recommended Benjamin Jiaravanon, Jasja Kotterman Shane

Robison and Martin Walton to the Nominating/Governance Committee. Atlas
recommended Benjamin Jiaravanon at the request of Bridgewater pursuant to a
Strategic Agreement entered into among Atlas, Bridgewater, Robert T. Madsen,
Kent I. Madsen and Geoffrey T. Woolley under which Atlas is required to nominate
and vote all of the Corporation's shares for which it has voting rights in favor
of Bridgewater's designee approved by Atlas for election to the Board of
Directors.

The Nominating/Governance Committee presently consists of Michael W.
Dunn (Chair), Paul M. Bass, Jr., Henry T. Madden, Gordon J. Roth and John D.
Wolfe. All members of the Nominating/Governance Committee are independent under
Nasdaq listing standards.

Investment Committee

The Investment Committee assists the full Board of Directors with
oversight of the Corporation's investment portfolio and evaluates any proposed
revisions to the Corporation's investment policy. The Investment Committee also
assures compliance with the Corporation's policies regarding investments made in
participation with other funds managed by InvestAmerica, with entities
controlling, controlled by or under common control with Atlas, and with other
affiliates. The voting members of the Investment Committee presently include
Paul M. Bass, Jr., Michael W. Dunn, Henry T. Madden, Gordon J. Roth, and John D.
Wolfe. All voting members are independent under Nasdaq listing standards. During
Fiscal Year 2003, the nonvoting ex officio members included Robert A. Comey,
David R. Schroder, and Todd J. Stevens. Mr. Stevens, as the representative of
Zions First National Bank ("Zions"), resigned as a Director as of October 7,
2003, following the sale of Zions' interest in the Corporation to Atlas. Messrs.
Comey and Schroder have resigned as Directors, effective as of the date of the
2004 Annual Meeting.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors of MACC Private Equities
Inc. (the "Audit Committee") is composed of three directors and operates under a
written charter originally adopted by the Board of Directors and annually
updated by the Audit Committee. The current charter of the Audit Committee is
attached to this Proxy Statement as Appendix E. The current members of the Audit
Committee are Michael W. Dunn (Chair), Henry T. Madden and Gordon J. Roth. Under
the terms of the charter and the listing standards of The Nasdaq Stock Market,
Inc., all of the Audit Committee members are considered to be independent.

Management is responsible for the Corporation's internal controls and
the financial reporting process. The independent accountants are responsible for
performing an independent audit of the Corporation's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Audit Committee's responsibility is to monitor and oversee
these processes.

In this regard, the Audit Committee has reviewed and discussed the
audited financial statements for Fiscal Year 2003 with management and discussed
other matters related to the audit with the independent auditors. Management
represented to the Audit Committee that the Corporation's consolidated financial
statements were prepared in accordance with accounting

principles generally accepted in the United States of America. The Audit
Committee met with the independent auditors, with and without management
present, and discussed with the independent auditors matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees). The independent auditors also provided to the Audit Committee the
written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent auditors the firm's independence.

The Corporation paid KPMG LLP ("KPMG"), the Corporation's independent
auditors for fiscal year 2003, the following amounts during fiscal year 2003:

Audit Fees (including quarterly reviews,
security counts, and audit of Form 468): $ 59,300

Financial Information Systems Design
and Implementation: $ -0-

Non-Audit Fees:
Preparation of federal and state
income tax returns $ 24,850
Other tax research, consultation,
correspondence and advice $ 26,000

The Audit Committee has considered whether KPMG has maintained its
independence during Fiscal Year 2003.

Based upon the Audit Committee's discussions with management and the
independent auditors, and the Audit Committee's review of representations of
management and the report of the independent auditors to the Audit Committee,
the Audit Committee recommended that the Corporation's Board of Directors
include the audited consolidated financial statements in the Corporation's
Annual Report on Form 10-K for the year ended September 30, 2003, filed with the
Securities and Exchange Commission.

AUDIT COMMITTEE:

Michael W. Dunn, Chair
Henry T. Madden
Gordon J. Roth

INDEPENDENT AUDITOR FEES AND SERVICES

The following table presents fees paid for professional services
rendered by KPMG for the Fiscal Year 2003 and the fiscal year ending September
30, 2002 ("Fiscal Year 2002"):

FISCAL YEAR 2003 FISCAL YEAR 2002
FEE CATEGORY FEES FEES
------------ ---------------- ----------------

Audit Fees $ 54,500 $ 45,900

Audit-Related Fees 4,800 7,290

Tax Fees $ 50,850 $ 25,650

All Other Fees -0- -0-
--------- --------
Total Fees
$ 110,150 $ 78,840

Audit Fees were for professional services rendered for the audit of the
Corporation's consolidated financial statements and review of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by KPMG in connection with statutory and regulatory
filings or engagements and include quarterly reviews, security counts and audit
of SBA Form 468.

Audit-Related Fees were for assurance and related services that are
reasonably related to the performance of the audit or review of the
Corporation's consolidated financial statements and are not reported under
"Audit Fees." These services include accounting consultations in connection with
acquisitions, consultations concerning financial accounting and reporting
standards.

Tax Fees were for professional services for federal, state and
international tax compliance, tax advice and tax planning and include
preparation of federal and state income tax returns, and other tax research,
consultation, correspondence and advice.

All Other Fees are for services other than the services reported above.
The Corporation did not pay any fees for such other services in Fiscal Year 2003
or Fiscal Year 2002.

The Audit Committee has concluded the provision of the non-audit
services listed above is compatible with maintaining the independence of KPMG.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

The Audit Committee pre-approves all audit and permissible non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any

pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent auditors and
management are required to periodically report to the Audit Committee regarding
the extent of services provided by the independent auditors in accordance with
this pre-approval, and the fees for the services performed to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION OF DIRECTORS

Pursuant to the investment advisory agreements of the Corporation and
MorAmerica Capital with InvestAmerica, Directors of the Corporation and of
MorAmerica Capital who are also officers or directors of InvestAmerica receive
no compensation for serving on the Boards of Directors of the Corporation and of
MorAmerica Capital. The Chairman of the Board receives an annual retainer of
$24,000, and all other outside Directors receive an annual retainer of $8,000.
The Chairman of the Board and all other outside Directors also receive $1,000
for each Board of Directors meeting attended (whether such attendance is in
person or by telephone) if the meeting is scheduled as an in-person meeting and
$500 for each Board of Directors meeting attended by telephone if the meeting is
scheduled to be held by teleconference. In addition, the Chairman of the Board
and all other outside Directors receive $500 for each committee meeting attended
(whether such attendance is in person or by telephone) if the committee meeting
is scheduled as an in-person meeting and $250 for each committee meeting
attended by telephone if the meeting is scheduled to be held by teleconference
The Directors do not receive separate compensation for serving on the Board of
Directors of MorAmerica Capital. The Corporation also reimburses all reasonable
expenses of the Directors and the Chairman of the Board in attending Board of
Directors and committee meetings. Directors' meetings are normally held on a
quarterly basis, with additional meetings held as needed on an interim basis.

SUMMARY COMPENSATION TABLE

The following table sets forth certain details of compensation paid to
Directors during Fiscal Year 2003, which includes compensation for serving on
the Boards of Directors of the Corporation and MorAmerica Capital (the only
wholly owned subsidiary of the Corporation). For purposes of the following
table, the Fund Complex (as that term is defined in Item 22(a)(1)(v) of Reg.
Section 240.14a-101) consists solely of the Corporation and MorAmerica Capital.
The Corporation presently maintains no pension or retirement plans for its
Directors.

AGGREGATE COMPENSATION
NAME AND POSITION FROM CORPORATION AND FUND COMPLEX(1)
----------------- ------------------------------------

Paul M. Bass, Jr. $ 30,350
Chairman of the Board

David R. Schroder, -0-
Director, President and Secretary

Robert A. Comey, -0-
Director, Executive Vice President
and Treasurer

Henry T. Madden, Director 15,800

John D. Wolfe, Director 15,350

Michael W. Dunn, Director 16,550

Gordon J. Roth, Director 16,400

Todd J. Stevens(2) 15,050

Jeri J. Harman(3) 3,000

-----------------

(1) Consists only of directors' fees and does not include reimbursed
expenses. The Corporation presently maintains no pension or retirement plans for
its Directors.

(2) Mr. Stevens resigned from the Board of Directors on
October 7, 2003.

(3) Ms. Harman resigned from the Board of Directors on October 9, 2002.

COMPENSATION OF EXECUTIVE OFFICERS

The Corporation has no employees and does not pay any compensation to
any of its officers. All of the Corporation's officers and staff are employed by
InvestAmerica, which pays all of their cash compensation.

PERFORMANCE GRAPH

The following graph compares the semi-annual percentage change in
cumulative stockholder return on the Common Stock of the Corporation since
September 30, 1998, with the cumulative total return over the same period of (i)
the Nasdaq Stock Market Total Return Index (U.S. Companies), (ii) the
Corporation's present peer group selected in good faith by the Corporation
composed of the following nine business development companies or other funds
known by the Corporation to have similar investment objectives to the
Corporation: Allied Capital Corporation (ALLC), American Capital Strategies
(ACAS), Brantley Capital Corporation (BBDC), Capital Southwest Corporation
(CSWC), Equus II Corporation (EQS), Harris & Harris Group, Inc. (HHGP), Rand
Capital Corporation (RAND), Waterside Capital Corporation (WSCC) and Winfield
Capital Corporation (WCAP) (the "New Peer Group"), and (iii) the peer group
reported in the Corporation's prior proxy statement, which includes all of the
foregoing companies except Equus II Corporation (the "Old Peer Group"). The
Corporation changed the peer group used in this comparative graph by adding
Equus II Corporation, which the Corporation determined to have sufficiently
similar investment objectives to the Corporation to warrant its inclusion in the
peer group.

In the graph, the comparison assumes $100 was invested on October 1,
1998, in shares of the Corporation's Common Stock and in each of the indices.
The comparison is based upon the closing market bid price for shares of the
Corporation's Common Stock, and assumes the reinvestment of all dividends, if
any. The returns of each of the companies in the Old Peer Group and the New Peer
Group are weighted according to the respective company's stock market
capitalization at the beginning of each period for which a return is indicated.

MACC PRIVATE EQUITIES INC.
COMPARISON CUMULATIVE TOTAL RETURNS

[LINE GRAPH]

ASSUMES $100 INVESTED ON OCT. 01, 1998
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 2003

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Exchange Act, officers and directors
of the Corporation and persons beneficially owning 10% or more of the
Corporation's Common Stock (collectively, "reporting persons") must file reports
on Forms 3, 4 and 5 regarding changes in their holdings of the Corporation's
equity securities with the Securities and Exchange Commission. Based solely upon
a review of copies of these reports sent to the Secretary of the Corporation
and/or written representations from reporting persons that no Form 5 was
required to be filed with respect to Fiscal Year 2003, the Corporation believes
that all Forms 3, 4, and 5 required to be filed by all reporting persons have
been properly and timely filed with the Securities and Exchange Commission.

SHAREHOLDER PROPOSALS FOR 2005 ANNUAL MEETING

Under the rules of the Securities and Exchange Commission, any
shareholder proposal to be considered by the Corporation for inclusion in the
proxy material for the February, 2005

Annual Meeting of shareholders must be received by the Secretary of the
Corporation, 101 Second Street, S.E., Suite 800, Cedar Rapids, Iowa 52401, no
later than October 12, 2004. The submission of a proposal does not guarantee its
inclusion in the proxy statement or presentation at the annual meeting unless
certain securities laws requirements are met.

In addition, under the Corporation's Bylaws, shareholders desiring to
nominate persons for election as Directors or to propose other business for
consideration at an annual meeting must generally notify the Secretary of the
Corporation in writing not less than 60 days, nor more than 90 days, prior to
the date on which the corporation first mailed its proxy materials for the prior
year's annual meeting. Accordingly, shareholders desiring to submit a proposal
for consideration at the 2005 Annual Meeting of shareholders must give written
notice of the proposal to the Secretary of the Corporation not earlier than
November 10, 2004, and not later than December 10, 2004. The Corporation's
proxies will have discretionary authority to vote with respect to any
shareholder proposal that may be presented at an annual meeting which does not
comply with these notice requirements. Shareholders' notices must contain the
specific information set forth in the Corporation's Bylaws. A copy of the
Corporation's Bylaws will be furnished to shareholders without charge upon
written request to the Secretary of the Corporation.

SHAREHOLDER COMMUNICATION

Any shareholder wishing to communicate with any of the Corporation's
Directors regarding matters related to the Corporation may provide
correspondence to the director in care of Secretary, MACC Private Equities Inc.,
101 Second Street, S.E., Suite 800, Cedar Rapids, Iowa 52401. The Chairman of
the Corporate Governance/Nominating Committee will review and determine the
appropriate response to questions from shareholders. The independent members of
the Board of Directors review and approve the shareholder's communication
process periodically to ensure effective communication with the shareholders.

The Corporation strongly encourages its Directors to attend all annual
meetings, and all Directors attended the Corporation's 2003 Annual Meeting of
shareholders.

EXPENSES OF SOLICITATION OF PROXIES

In addition to the use of the mails, proxies may be solicited by
personal interview and telephone by directors, officers and other employees of
the Corporation, who will not receive additional compensation for such services.
The Corporation has employed ChaseMellon Shareholder Services to aid in the
solicitation of proxies at an estimated fee of $4,000. The Corporation will also
request brokerage houses, nominees, custodians and fiduciaries to forward
soliciting materials to the beneficial owners of stock held of record by them
and will reimburse such persons for forwarding materials. The cost of soliciting
proxies will be borne by the Corporation.

ANNUAL REPORT

The Corporation's financial statements and related financial
information required by Item 13(a) of Schedule 14A are incorporated herein by
this reference to the Corporation's Annual Report to Shareholders for its fiscal
year ended September 30, 2003 (the "Annual Report"). The

Annual Report accompanies this proxy statement, but is not deemed a part of the
proxy soliciting material, except to the extent that portions thereof have been
incorporated herein pursuant to the preceding sentence.

A COPY OF THE FISCAL YEAR 2003 FORM 10-K REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION, EXCLUDING EXHIBITS, WILL BE MAILED TO SHAREHOLDERS WITHOUT
CHARGE UPON WRITTEN REQUEST TO SECRETARY, MACC PRIVATE EQUITIES INC., 101 SECOND
STREET, S.E., SUITE 800, CEDAR RAPIDS, IOWA 52401 OR BY CALLING (319) 363-8249.
SUCH REQUESTS MUST SET FORTH A GOOD FAITH REPRESENTATION THAT THE REQUESTING
PARTY WAS EITHER A HOLDER OF RECORD OR A BENEFICIAL OWNER OF COMMON STOCK OF THE
CORPORATION ON DECEMBER 31, 2003. EXHIBITS TO THE FORM 10-K WILL BE MAILED UPON
SIMILAR REQUEST AND PAYMENT OF SPECIFIED FEES.

PLEASE DATE, SIGN AND RETURN THE PROXY AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED ENVELOPE. No postage is required for mailing in the United States.
A prompt return of your proxy will be appreciated as it will save the expense of
further mailings and telephone solicitations.

By Order of the Board of Directors

/s/ David R.Schroder
---------------------------------
David R. Schroder,
Secretary

Cedar Rapids, Iowa
February 4, 2004

APPENDIX A

CORPORATION INVESTMENT ADVISORY AGREEMENT

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
("Atlas").

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
"ICA");

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:

Section 1 . Definitions.

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 liability company.

1.4 "Capital Losses" are those which are placed, consistent with
generally accepted accounting principles, on the books of the Company and which
occur when:

(a) An actual or realized loss is sustained owing to Portfolio
Company or investment events including, but not limited to, liquidation, sale or
bankruptcy;

(b) The Board of Directors of the Company determines that a
loss or depreciation in value from the value on the date of this Agreement
should be taken by the Company in accordance with generally accepted accounting
principles and SBA accounting regulations and is shown on its books as a part of
the periodic valuation of the Portfolio Companies by the Board of Directors
("Unrealized Depreciation"); or

(c) Capital Losses are adjusted for reverses of depreciation
when the Board of Directors determines that a value should be adjusted upward
and the investment value remains at or below original cost.

For purposes of this definition, in any case where the Board of Directors of the
Company writes down the value of any investment in the Company's portfolio (in
accordance with the standards set forth in subsection 1.3(b) above), (i) such
reduction in value shall result in a new cost basis for such investment and (ii)
the most recent cost basis for such investment shall thereafter be used in the
determination of any Realized Capital Gains or Capital Losses in the Company's
portfolio (i.e., there shall be no double-counting of losses when a security
(whose value has declined in a prior period) is ultimately sold at a price below
its historical cost.)

1.5 "The Company" shall mean MACC Private Equities Inc., a
Delaware corporation.

1.6 "ICA" has the meaning set forth in the first recital hereof.

1.7 "MACC" shall mean MorAmerica Capital Corporation, an Iowa
corporation that is a wholly owned subsidiary of the Company.

1.8 "Net Capital Gains" shall mean Realized Capital Gains net of
Capital Losses determined in accordance with generally accepted accounting
principles.

1.9 "Other Venture Capital Funds" has the meaning set forth in
subsection 3.2.

1.10 "Portfolio Company" or "Portfolio Companies" shall mean any
entity in which the Company may make an investment and with respect to which
Atlas will be providing services pursuant hereto, which investments may include
ownership of capital stock, loans, receivables due from a Portfolio Company or
other debtor on sale of assets acquired in liquidation and assets acquired in
liquidation of any Portfolio Company.

1.11 "Private Capital" shall have the meaning ascribed to that term
in the SBA regulations in effect as of the date hereof (which regulations define
Private Capital to exclude unrealized gains and losses).

1.12 "Realized Capital Gains" shall mean capital gains after
deducting the cost and expenses necessary to achieve the gain (e.g., broker's
fees). For purposes of this Agreement, capital gains are Realized Capital Gains
upon the cash sale of the capital stock or assets of a Portfolio Company or any
other asset or item of property managed by Atlas pursuant to the terms hereof or
any Realized Capital Gain has occurred in accordance with GAAP which is not cash
as described in the following sentence. Realized Capital Gains other than cash
gains, shall be

recorded and calculated in the period the gain is realized; however in
determining payment of any incentive fee, the payment shall be made when the
cash is received. The amount of the fee earned on gains other than cash shall be
recorded as incentive fees payable on the financial statements of the Company.

1.13 "SBA" shall mean the United States Small Business
Administration.

1.14 "SEC" shall mean the United States Securities and Exchange
Commission.

Section 2. Investment Advisory Engagement. The Company hereby engages
Atlas as its investment advisor.

2.1 As such, Atlas will:

(a) Manage, render advice with respect to, and make decisions
regarding the acquisition and disposition of securities in accordance with
applicable law and the Company's investment policies as set forth in writing by
the Board of Directors, to include (without limitation) the search and marketing
for investment leads, screening and research of investment opportunities,
maintenance and expansion of a co-investor network, review of appropriate
investment legal documentation, presentations of investments to the Company's
Board of Directors (when and as required), closing of investments, monitoring
and management of investments and exits, preparation of valuations, management
of relationships with the SEC, shareholders, outside auditors, and the provision
of other services appropriate to the management of a Business and Development
Company;

(b) Make available and, if requested by Portfolio Companies or
entities in which the Company is proposing to invest, render managerial
assistance to, and exercise management rights in, such Portfolio Companies and
entities as appropriate to maximize return for the Company and to comply with
regulations;

(c) Maintain office space and facilities to the extent
required by Atlas to provide adequate management services to the Company;

(d) Maintain the books of account and other records and files
for the Company, but not to include auditing services; and

(e) Report to the Company's Board of Directors, or to any
committee or officers acting pursuant to the authority of the Board, at such
reasonable times and in such reasonable detail as the Board deems appropriate in
order to enable the Company to determine that investment policies are being
observed and implemented and that the obligations of Atlas hereunder are being
fulfilled. Any investment program undertaken by Atlas pursuant hereto and any
other activities undertaken by Atlas on behalf of the Company shall at all times
be subject to applicable law and any directives of the Company's Board of
Directors or any duly constituted committee or officer acting pursuant to the
authority of the Company's Board of Directors.

2.2 Atlas will be responsible for the following expenses: its
staff salaries and fringes, office space, office equipment and furniture,
communications, travel, meals and entertainment, conventions, seminars, office
supplies, dues and subscriptions, hiring fees, moving expenses, repair and
maintenance, employment taxes, in-house accounting expenses and minor
miscellaneous expenses.

Atlas will pay for its own account all expenses incurred in rendering
the services to be rendered hereunder. Without limiting the generality of the
foregoing, Atlas will pay the salaries and other employee benefits of the
persons in its organization whom it may engage to render such services,
including without limitation, persons in its organization who may from time to
time act as officers of the Company.

Notwithstanding the foregoing, Atlas will earn incentive compensation
on a quarterly basis, which shall not be deemed part of compensation or other
employee benefits for the purpose of this paragraph.

2.3 In connection with the services provided, Atlas will not be
responsible for the following expenses which shall be the sole responsibility of
the Company and will be paid promptly by the Company: auditing fees; all legal
expenses; legal fees normally paid by Portfolio Companies; National Association
of Small Business Investment Companies and other appropriate trade association
fees; brochures, advertising, marketing and publicity costs; interest on SBA or
other debt; fees to the Company and its directors and Board fees; any fees owed
or paid to the Company, its Affiliates or fund managers; any and all expenses
associated with property of a Portfolio Company taken or received by the Company
or on its behalf as a result of its investment in any Portfolio Company; all
reorganization and registration expenses of the Company; the fees and
disbursements of the Company's counsel, accountants, custodian, transfer agent
and registrar; fees and expenses incurred in producing and effecting filings
with federal and state securities administrators; costs of periodic reports to,
and other communications with the Company's shareholders; fees and expenses of
members of the Company's Boards of Directors who are not directors, officers,
employees or Affiliates of Atlas or of any entity which is an Affiliate of
Atlas; premiums for the fidelity bond, if any, maintained by Atlas pursuant to
ICA Section 17; premiums for directors and officers insurance maintained by the
Company; all transaction costs incident to the acquisition, management and
protection of and disposition of securities by the Company; and any other
expenses incurred by or on behalf of the Company that are not expressly payable
by Atlas under Section 2.2. above.

2.4 Subject to approval by the Board of Directors of the Company
and in accordance with the ICA, Atlas may retain one or more subadvisors to
assist it in performance of its duties hereunder.

Section 3. Nonexclusive Obligations: Co-investments.

3.1 The obligations of Atlas to the Company are not exclusive.
Atlas and its Affiliates, may in their discretion, manage other venture capital
funds and render the same or similar services to any other person or persons who
may be making the same or similar investments. The parties acknowledge that
Atlas may offer the same investment opportunities as

may be offered to the Company to other persons for whom Atlas is providing
services. Neither Atlas nor any of its Affiliates shall in any manner be liable
to the Company or its Affiliates by reason of the activities of Atlas or its
Affiliates on behalf of other persons and funds as described in this paragraph
and any conflict of interest arising therefrom is hereby expressly waived.

3.2 For the benefit of the Company's investment activities, Atlas
and its Affiliates intend to maintain various future co-investment relationships
involving the Company which may result in the Company being accorded the
opportunity in the future to review and to invest in certain investments found
by other venture capital funds managed by Atlas and its Affiliates, including
Wasatch Venture Corporation, Wasatch Venture Fund II, LLC, Wasatch Venture Fund
III, LLC, and Zions SBIC, LLC (collectively, the "Other Venture Capital Funds").

For purposes of this Section 3.2, where the Company has an opportunity
to co-invest with the Other Venture Capital Funds, investment opportunities
shall be offered to the Company and the Other Venture Capital Funds, as the case
may be, (a) in the same proportion as its Private Capital bears to the total
Private Capital of the Company and the Other Venture Capital Funds with which
the Company proposes to co-invest, in the aggregate, or (b) in such other manner
as is otherwise agreed upon by the Company and the Other Venture Capital Funds.
Notwithstanding anything to the contrary contained in this Section 3.2, the
terms of any exemptive order applicable to co-investments between the Other
Venture Capital Funds and the Company will control as to the terms of
co-investments among the Company and Other Capital Venture Funds.

3.3 Atlas will cause to be offered to the Company opportunities to
acquire or dispose of securities as provided in the co-investment guidelines
summarized in the section of the Company's SEC Registration Statement entitled
"Investment Objectives and Policies -- Co-Investment Guidelines." Except to the
extent of acquisitions and dispositions that, in accordance with such
co-investment guidelines, require the specific approval of the Company's Board
of Directors, Atlas is authorized to effect acquisitions and dispositions of
securities for the Company's account in Atlas's discretion. Where such approval
is required, Atlas is authorized to effect acquisitions and dispositions for the
Company's account upon and to the extent of such approval. The Company will put
Atlas in funds whenever Atlas requires funds for an acquisition of securities in
accordance with the foregoing, and the Company will cause to be delivered in
accordance with Atlas's instructions any securities disposed of in accordance
with the foregoing.

3.4 Should Atlas or any of its Affiliates agree to perform or
undertake any investment management services described in Section 3.1 for any
funds or persons in addition to the Company, Atlas will notify the Company, in
writing, not later than the commencement of such agreement or the initial
provision of such services.

3.5 Any such investment management services and all co-investments
shall at all times be provided in strict accordance with rules and regulations
under the ICA, any exemptive order thereunder applicable to the Company and the
rules and regulations of the SBA.

Section 4. Services to Portfolio Companies.

4.1 It is acknowledged that as a part of the services to be
provided by Atlas hereunder, certain of its employees, representatives and
agents will act as members of the board of directors of individual Portfolio
Companies, will vote the shares of the capital stock of Portfolio Companies, and
make other decisions which may effect the near-and the long-term direction of a
Portfolio Company. Unless otherwise restricted hereafter by the Company in
writing, in regard to such actions and decisions the Company hereby appoints
Atlas (and such officers, Directors, employees, representatives and agents is it
shall designate) as its proxy, as a result of which Atlas shall have the
authority, in its performance of this Agreement, to make decisions and to take
such actions, without specific authority from the Board of Directors of the
Company, as to all matters which are not hereby restricted.

4.2 All fees, including Director's fees that may be paid by or for
the account of an entity in which the Company has invested or in which the
Company is proposing to invest in connection with an investment transaction in
which the Company participates or provides managerial assistance, will be
treated as commitment fees or management fees and will be received by the
Company, pro rata to its participation in such transaction. Atlas will be
allowed to be reimbursed by Portfolio Companies for all direct expenses
associated with due diligence and management of portfolio investments or
investment opportunities (travel, meals, lodging, etc.).

4.3 The sole and exclusive compensation to Atlas for its services
to be rendered hereunder will be in the form of a management fee and a separate
incentive fee as provided in Section 5. Should any officer, director, employee
or Affiliate'of Atlas serve as a member of the Board of Directors of the
Company, such officer, director, employee or Affiliate of Atlas shall not
receive compensation as a member of the Board of Directors of the Company.

Section 5. Management and Incentive Fees.

5.1 During the term of this Agreement, the Company will pay Atlas
monthly in arrears a management fee equal to 2.5% per annum of the Assets Under
Management. The Management fee shall be calculated on a non-consolidated basis,
excluding MACC.

5.2 During the term of this Agreement the Company shall pay to
Atlas an incentive fee determined as specified in this Section 5.2. The
incentive fee shall be calculated on a nonconsolidated basis, excluding MACC.

(a) The incentive fee shall be calculated as follows:

(i) The amount of the fee shall be 20.0% of the Net
Capital Gains, before taxes, resulting from the disposition of investments in
the Company's Portfolio Companies or resulting from the disposition of other
assets or property of the Company managed by Atlas pursuant to the terms hereof.

(ii) Net Capital Gains, before taxes, shall be
calculated annually at the end of each fiscal year for the purpose of
determining the earned incentive fee, unless this Agreement is terminated prior
to the completion of any fiscal year, then such calculation shall be made at the
end of such shorter period. A preliminary calculation shall be made on the last
business day of each of the three fiscal quarters preceding the end of each
fiscal year for the purpose of determining the incentive fee payable under
Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be
cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried
forward into any subsequent fiscal year).

(iii) Notwithstanding anything herein to the
contrary, the incentive fee shall not be computed on any assets received by the
Company from the Company's predecessors by merger, MorAmerica Financial
Corporation and Morris Plan Liquidation Company, and such assets shall not be
included in any calculation of Net Capital Gains.

(b) Upon termination of this Agreement, all earned but unpaid
incentive fees shall be immediately due and payable.

(i) To the extent payable, incentive fees shall be
paid, in cash, in arrears on the last business day of each fiscal quarter in the
fiscal year.

(ii) The incentive fee shall be retroactively
adjusted as soon as practicable following completion of the valuations at the
end of each fiscal year in which this Agreement is in effect to reflect the
actual incentive fee due and owing to Atlas, and if such adjustment reveals that
Atlas has received more incentive fee income than it is entitled to hereunder,
Atlas shall promptly reimburse the Company for the amount of the excess.

Section 6. Liability and Indemnification of Atlas.

6.1 Neither Atlas, nor any of its officers, directors,
shareholders, employees, agents or Affiliates, whether past, present or future
(collectively, the "Indemnified Parties"), shall be liable to the Company, or
any of its Affiliates for any error in judgment or mistake of law made by the
Indemnified Parties in connection with any investment made by or for the
Company, provided such error or mistake was made in good faith and was not made
in bad faith or as a result of gross negligence or willful misconduct of the
Indemnified Parties. The Company confirms that in performing services hereunder
Atlas will be an agent of the Company for the purpose of the indemnification
provisions of the Bylaws of the Company subject, however, to the same
limitations as though Atlas were a director or officer of the Company. Atlas
shall not be liable to the Company, its shareholders or its creditors, except
for violations of law or for conduct which would preclude Atlas from being
indemnified under such provisions. The provisions of this Section 6.1 shall
survive termination of this Agreement.

6.2 Individuals who are Affiliates of Atlas and are also officers
or directors of the Company as well as other Atlas officers performing duties
within the scope of this Agreement on

behalf of the Company will be covered by any directors and officers insurance
policy maintained by the Company.

Section 7. Shareholder Approval; Term.

The Company represents that this Agreement has been approved by the
Company's Board of Directors. This Agreement shall continue in effect for two
(2) years from the date hereof, unless sooner terminated as provided for herein;
provided, however, that this Agreement shall not take effect if as of the date
hereof, the shareholders of the Company shall not have approved this Agreement
in the manner set forth in Section 15(a) of the ICA. Thereafter, this
Agreement shall continue in effect so long as such continuance is specifically
approved at least annually by the Company's Board of Directors, including a
majority of its members who are not interested persons of Atlas, or by vote of
the holders of a majority, as defined in the ICA, of the Company's outstanding
voting securities. The foregoing notwithstanding, this Agreement may be
terminated by the Company at any time, without payment of any penalty, on sixty
(60) days' written notice to Atlas if the decision to terminate has been made by
the Board of Directors or by vote of the holders of a majority, as defined in
the ICA, of the Company's outstanding voting securities.

Atlas may also terminate this Agreement on sixty (60) days' written
notice to the Company; provided, however, that Atlas may not so terminate this
Agreement unless another investment advisory agreement has been approved by the
vote of a majority, as defined in the ICA, of the Company's outstanding shares
and by the Board of Directors, including a majority of members who are not
parties to such agreement or interested persons of any such party. Upon receipt
of any such notice from Atlas, the Company will in good faith use its best
efforts to cause an advisory agreement to be entered into by the Company with a
suitable investment adviser.

Section 8. Assignment.

This Agreement may not be assigned by any party without the written
consent of the other and any assignment, as defined in the ICA, by Atlas shall
automatically terminate this Agreement.

Section 9. Amendments.

This Agreement may be amended only by an instrument in writing executed
by all parties.

Section 10. Governing Law.

This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware.

Section 11. Termination of Prior Agreement.

Upon the approval of this Agreement by the shareholders of the Company
pursuant to Section 7, the Investment Advisory Agreement between the Company and
InvestAmerica

Investment Advisors, Inc., dated March 1, 1998, as amended, supplemented or
otherwise modified and in effect, shall expire and shall thereupon be of no
further force and effect, effective at the close of business on February
29, 2004.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date first above written.

THE COMPANY:
MACC PRIVATE EQUITIES, INC.
A Delaware corporation

By:_________________________________
David R. Schroder
President

By:_________________________________
Robert A. Comey
Executive Vice President

ATLAS MANAGEMENT PARTNERS, LLC
A Utah limited liability company

By:_________________________________
Kent I.Madsen
Manager

ACKNOWLEDGED AND AGREED:

By signing below, InvestAmerica Investment Advisors, Inc. hereby acknowledges
and agrees to the provisions of Section 11 of this Agreement.

INVESTAMERICA INVESTMENT ADVISORS, INC.

By:____________________________
Name: David R. Schroder
Title: President and Secretary

APPENDIX B

MORAMERICA CAPITAL INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT

MORAMERICA CAPITAL CORPORATION,
An Iowa Corporation

This INVESTMENT ADVISORY AGREEMENT dated as of March 1, 2004 (the
"Agreement") by MorAmerica Capital Corporation, a corporation organized under
the laws of the State of Iowa ("MACC") and Atlas Management Partners, LLC, a
limited liability company organized under the laws of the State of Utah
("Atlas").

WHEREAS, MACC is licensed as a small business investment company
("SBIC") under the Small Business Investment Act of 1958, as amended, and
operates as a business development company under the Investment Company Act of
1940, as amended (the "ICA");

WHEREAS, MACC is presently receiving investment advisory services from
InvestAmerica Investment Advisors, Inc., a Delaware corporation;

WHEREAS, MACC 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
MACC, and is registered as an investment advisor under the Investment Advisers
Act of 1940, as amended.

NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:

Section 1. Definitions.

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 MACC
assets Managed by Atlas under this Agreement.

1.3 "Atlas" shall mean Atlas Management Partners, LLC, a Utah
limited liability company.

1.4 "Capital Losses" are those which are placed, consistent with
generally accepted accounting principles, on the books of MACC and which occur
when:

(a) An actual or realized loss is sustained owing to Portfolio
Company or investment events including, but not limited to, liquidation, sale or
bankruptcy;

(b) The Board of Directors of MACC determines that a loss or
depreciation in value from the value on the date of this Agreement should be
taken by MACC in accordance

with generally accepted accounting principles and SBA accounting regulations and
is shown on its books as a part of the periodic valuation of the Portfolio
Companies by the Board of Directors; or

(c) Capital Losses are adjusted for reverses of depreciation when
the Board of Directors determines that a value should be adjusted upward and the
investment value remains at or below original cost.

For purposes of this definition, in any case where the Board of
Directors of MACC writes down the value of any investment in MACC's portfolio
(in accordance with the standards set forth in subsection 1.3(b) above), (i)
such reduction in value shall result in a new cost basis for such investment and
(ii) the most recent cost basis of such investment shall thereafter be used in
the determination of any Realized Capital Gains or Capital Losses in MACC's
portfolio (i.e., there shall be no double-counting of losses when a security
(whose value has declined in a prior period) is ultimately sold at a price below
its historical cost).

1.5 "Capital Under Management" shall mean MACC's (i) fiscal year
end Private Capital as defined in the SBA regulations as of the date hereof
(which regulations define Private Capital to exclude unrealized capital gains
and losses) ("Private Capital"); plus (ii) fiscal year end SBA leverage as
defined by SBA regulations as of the date hereof, including participating
securities as defined in Section 303(g) of the Small Business Investment Act of
1958, as amended; plus (iii) fiscal year end Undistributed Realized Earnings.

1.6 "ICA" has the meaning set forth in the first recital hereof.

1.7 "MACC" shall mean MorAmerica Capital Corporation, an Iowa
corporation that is a wholly owned subsidiary of the Company.

1.8 "Net Capital Gains" shall mean Realized Capital Gains minus
the sum of (i) Capital Losses determined in accordance with generally accepted
accounting principles; and (ii) net investment losses, if any, as reported on
Line 32 of SBA Form 468.

1.9 "Other Venture Capital Funds" has the meaning set forth in
subsection 3.2(b).

1.10 "Portfolio Company" or "Portfolio Companies" shall mean any
entity in which MACC may make an investment and with respect to which Atlas will
be providing services pursuant hereto, which investments may include ownership
of capital stock, loans, receivables due from a Portfolio Company or other
debtor on the sale of assets acquired in liquidation and assets acquired in
liquidation of any Portfolio Company.

1.11 "Private Capital" has the meaning set forth in the definition
of Capital Under Management in Section 1.5 above.

1.12 "Realized Capital Gains" shall mean capital gains after
deducting the cost and expenses necessary to achieve the gain (e.g., broker's
fees). For purposes of this Agreement:

(a) Capital gains are Realized Capital Gains upon the cash sale of
the capital stock or assets of a Portfolio Company or any other asset or item of
property managed by Atlas pursuant to the terms hereof or any Realized Capital
Gain has occurred in accordance with GAAP which is not cash as described in
Subsection 1.12(b) below; and

(b) Realized Capital Gains other than cash gains shall be recorded
and calculated in the period the gain is realized; however, in determining
payment of any incentive fee, the payment shall be made when the cash is
received. The amount of the fee earned on gains other than cash shall be
recorded as incentive fees payable on the financial statements of MACC.

1.13 "SBA" shall mean the United States Small Business
Administration, or any successor thereto, which has regulatory authority over
SBICs.

1.14 "SBIC" has the meaning set forth in the first recital hereof.

1.15 "SEC" shall mean the United States Securities and Exchange
Commission.

1.16 "The Company" shall mean MACC Private Equities Inc. and "the
Companies" shall mean MACC Private Equities Inc. and MACC.

Section 2. Investment Advisory Engagement. MACC hereby engages Atlas as
its investment advisor.

2.1 As such, Atlas will:

(a) Manage, render advice with respect to, and make decisions
regarding the acquisition and disposition of securities in accordance with
applicable law and MACC's investment policies as set forth in writing by the
Board of Directors, to include (without limitation) the search and marketing for
investment leads, screening and research of investment opportunities,
maintenance and expansion of a co-investor network, review of appropriate
investment legal documentation, presentations of investments to MACC's Board of
Directors (when and as required), closing of investments, monitoring and
management of investments and exits, preparation of valuations, management of
relationships with the SEC, shareholders, the SBA and its auditors and outside
auditors, and the provision of other services appropriate to the management of
an SBIC operating as a business development company;

(b) Make available and, if requested by Portfolio Companies or
entities in which MACC is proposing to invest, render managerial assistance to,
and exercise management rights in, such Portfolio Companies and entities as
appropriate to maximize return for MACC and to comply with regulations;

(c) Maintain office space and facilities to the extent required by
Atlas to provide adequate management services to MACC;

(d) Maintain the books of account and other records and files for
MACC, but not to include auditing services; and

(e) Report to MACC's Board of Directors, or to any committee or
officers acting pursuant to the authority of the Board, at such reasonable times
and in such reasonable detail as the Board deems appropriate in order to enable
MACC to determine that investment policies are being observed and implemented
and that the obligations of Atlas hereunder are being fulfilled. Any investment
program undertaken by Atlas pursuant hereto and any other activities undertaken
by Atlas on behalf of MACC shall at all times be subject to applicable law and
any directives of MACC's Board of Directors or any duly constituted committee or
officer acting pursuant to the authority of MACC's Board of Directors.

2.3 In connection with the services provided, Atlas will not be
responsible for the following expenses which shall be the sole responsibility of
MACC and will be paid promptly by MACC: auditing fees; all legal expenses; legal
fees normally paid by Portfolio Companies; National Association of Small
Business Investment Companies and other appropriate trade association fees;
brochures, advertising, marketing and publicity costs; interest on SBA or other
debt; fees to MACC directors and board fees; any fees owed or paid to MACC, its
Affiliates or fund managers; any and all expenses associated with property of a
Portfolio Company taken or received by MACC or on its behalf as a result of its
investment in any Portfolio company; all reorganization and registration
expenses of MACC; the fees and disbursements of MACC's counsel, accountants,
custodian, transfer agent and registrar; fees and expenses incurred in producing
and effecting filings with federal and state securities administrators; costs of
periodic reports to and other communications with the Company's shareholders;
fees and expenses of members of MACC's Boards of Directors who are not
directors, officers, employees or Affiliates of Atlas or of any entity which is
an Affiliate of Atlas; premiums for the fidelity bond, if any, maintained by
Atlas pursuant to ICA Section 17; premiums for directors and officers insurance
maintained by MACC; and all transaction costs incident to the acquisition,
management,

protection and disposition of securities by MACC; and any other expenses
incurred by or on behalf of MACC that are not expressly payable by Atlas under
Section 2.2 above.

2.4 Subject to approval by the Board of Directors of MACC and in
accordance with the ICA, Atlas may retain one or more subadvisors to assist it
in performance of its duties hereunder.

Sections 3. Nonexclusive Obligations; Co-investments.

3.1 The obligations of Atlas to MACC are not exclusive. Atlas and
its Affiliates may, in their discretion, manage other venture capital funds and
render the same or similar services to any other person or persons who may be
making the same or similar investments. The parties acknowledge that Atlas may
offer the same investment opportunities as may be offered to MACC to other
persons for whom Atlas is providing services. Neither Atlas nor any of its
Affiliates shall in any manner be liable to MACC or its Affiliates by reason of
the activities of Atlas or its Affiliates on behalf of other persons and funds
as described in this paragraph and any conflict of interest arising therefrom is
hereby expressly waived.

3.2 For the benefit of MACC's investment activities, Atlas and its
Affiliates intend to maintain various future co-investment relationships
involving the Company which may result in MACC being accorded the opportunity in
the future to review and to invest in certain investments found by other venture
capital funds managed by Atlas and its Affiliates, including Wasatch Venture
Corporation, Wasatch Venture Fund II, LLC, Wasatch Venture Fund III, LLC, and
Zions SBIC, LLC (collectively, the "Other Venture Capital Funds").

For purposes of this Section 3.2, where the Companies have an
opportunity to co-invest with the Other Venture Capital Funds, investment
opportunities shall be offered to the Companies and the Other Venture Capital
Funds, as the case may be, (a) in the same proportion as its Private Capital
bears to the total Private Capital of the Companies and the Other Venture
Capital Funds with which MACC proposes to co-invest, in the aggregate, or (b) in
such other manner as is otherwise agreed upon by the Companies and the Other
Venture Capital Funds. Notwithstanding anything to the contrary contained in
this Section 3.2, the terms of any exemptive order applicable to co-investments
between the Other Venture Capital Funds and the Companies will control as to the
terms of co-investments among MACC and the Other Capital Venture Funds.

3.3 Atlas will cause to be offered to MACC opportunities to
acquire or dispose of securities as provided in the co-investment guidelines
summarized in the section of the Company's SEC Registration Statement entitled
"Investment Objectives and Policies - Co- Investment Guidelines." Except to the
extent of acquisitions and dispositions that, in accordance with such
co-investment guidelines, require the specific approval of MACC's Board of
Directors, Atlas is authorized to effect acquisitions and dispositions of
securities for MACC's account in Atlas's discretion. Where such approval is
required, Atlas is authorized to effect acquisitions and dispositions for MACC's
account upon and to the extent of such approval. MACC will put Atlas in funds
whenever Atlas requires funds for an acquisition of securities in accordance
with the

foregoing, and MACC will cause to be delivered in accordance with Atlas's
instructions any securities disposed of in accordance with the foregoing.

3.4 Should Atlas or any of its Affiliates agree to perform or
undertake any investment management services described in paragraph 3.1 for any
funds or persons in addition to Other Venture Capital Funds, Atlas will notify
MACC, in writing, not later than the commencement of such agreement or the
initial provision of such services.

Section 4. Services to Portfolio Companies.

4.1 It is acknowledged that as a part of the services to be
provided by Atlas hereunder, certain of its employees, representatives and
agents will act as members of the board of directors of individual Portfolio
Companies, will vote the shares of the capital stock of Portfolio Companies, and
make other decisions which may effect the near-term and the long-term direction
of a Portfolio Company. Unless otherwise restricted hereafter by MACC in
writing, in regard to such actions and decisions MACC hereby appoints Atlas (and
such officers, Directors, employees, representatives and agents is it shall
designate) as its proxy, as a result of which Atlas shall have the authority, in
its performance of this Agreement, to make decisions and to take, without
specific authority from the Board of Directors of MACC, as to all matters which
are not hereby restricted.

4.2 All fees, including director's fees that may be paid by or for
the account of an entity in which MACC has invested or in which MACC is
proposing to invest in connection with an investment transaction in which MACC
participates or provides managerial assistance, will be treated as commitment
fees or management fees and will be received by MACC, pro rata to its
participation in such transaction. Atlas will be allowed to be reimbursed by
Portfolio Companies for all direct expenses associated with due diligence and
management of portfolio investments or investment opportunities (travel, meals,
lodging, etc.).

4.3 The sole and exclusive compensation to Atlas for its services
to be rendered hereunder will be in the form of a management fee and a separate
incentive fee as provided in Section 5. Should any officer, director, employee
or Affiliate of Atlas serve as a member of the Board of Directors of MACC, such
officer, director, employee or Affiliate of Atlas shall not receive compensation
as a member of the Board of Directors of MACC.

Section 5. Management and Incentive Fees.

5.1 During the term of this Agreement, MACC will pay Atlas monthly
in arrears a management fee equal to 2.5% per annum of the Capital Under
Management, but in no event shall the management fee be more than either: (i)
2.5% per annum of the Assets Under Management, or (ii) 7.5% of Regulatory
Capital.

5.2 During the term of this Agreement MACC shall pay to Atlas an
incentive fee determined as specified in this Section 5.2.

(a) The incentive fee shall be calculated as follows:

(i) The amount of the fee shall be 20.0% of the Net Capital
Gains, before taxes, resulting from the disposition of investments in MACC's
Portfolio Companies or resulting from the disposition of other assets or
property of MACC managed by Atlas pursuant to the terms hereof.

(ii) Net Capital Gains, before taxes, shall be calculated
annually at the end of each fiscal year for the purpose of determining the
earned incentive fee, unless this Agreement is terminated prior to the
completion of any fiscal year, then such calculation shall be made at the end of
such shorter period. A preliminary calculation shall be made on the last
business day of each of the three fiscal quarters preceding the end of each
fiscal year for the purpose of determining the incentive fee payable under
Section 5.2(c)(i) below. Capital Losses and Realized Capital Gains shall not be
cumulative (i.e., no Capital Losses nor Realized Capital Gains are carried
forward into any subsequent fiscal year).

(iii) Notwithstanding anything herein to the contrary, the
assets on which the incentive fee shall be calculated shall include all assets
owned by MACC prior to the time of the mergers of MorAmerica Financial
Corporation and Morris Plan Liquidation Company into the Company.

(b) Upon termination of this Agreement, all earned but unpaid
incentive fees shall be immediately due and payable; provided, however, that
incentive fees earned with respect to non-cash Realized Capital Gains shall not
be due and owing to InvestAmerica until the cash is received by MACC.

(i) To the extent payable, the incentive fee shall be paid, in
cash, in arrears by the last business day of each fiscal quarter in the fiscal
year. The incentive fee shall be retroactively adjusted as soon as practicable
following completion of valuations at the end of each fiscal year in which this
Agreement is in effect to reflect the actual incentive fee due and owing to
Atlas, and if such adjustment reveals that Atlas has received more incentive fee
income than it is entitled to hereunder, Atlas shall promptly reimburse MACC for
the amount of such excess.

(ii) In the event MACC earns any incentive fees, the payment
of which would cause MACC's Private Capital to be 25% or more impaired, the
portion of such fees which causes the impairment shall be paid by MACC into a
trust or escrow account established by MACC for the benefit of Atlas. Fees from
such account shall be released to Atlas at such time as, and to the extent that,
MACC's Private Capital is no longer so impaired.

Section 6. Liability and Indemnification of Atlas.

6.1 Neither Atlas, nor any of its officers, directors,
shareholders, employees, agents or Affiliates, whether past, present or future
(collectively, the "Indemnified Parties"), shall be liable to MACC, or any of
MACC's Affiliates for any error in judgment or mistake of law made by the
Indemnified Parties in connection with any investment made by or for MACC,
provided such error or mistake was made in good faith and was not made in bad
faith or as a result of gross negligence or willful misconduct of the
Indemnified Parties. MACC confirms that in performing services hereunder Atlas
will be an agent of MACC for the purpose of the indemnification provisions of
the Bylaws of MACC subject, however, to the same limitations as though Atlas
were a director or officer of MACC. Atlas shall not be liable to MACC, its
shareholders or its creditors, except for violations of law or for conduct which
would preclude Atlas from being indemnified under such provisions. The
provisions of this Section 6.1 shall survive termination of this Agreement.

6.2 Individuals who are Affiliates of Atlas and are also officers
or directors of MACC as well as other Atlas officers performing duties within
the scope of this Agreement on behalf of MACC will be covered by any directors
and officers insurance policy maintained by MACC.

Section 7. Shareholder Approval; Term.

MACC represents that this Agreement has been approved by MACC's Board
of Directors. This Agreement shall continue in effect for two (2) years from the
date hereof, provided, however, that this Agreement shall not take effect if as
of the date hereof the shareholders of MACC Private Equities Inc. and the sole
shareholder of MACC shall not have approved this Agreement in the manner set
forth in Section 15(a) of the ICA. Thereafter, this Agreement shall continue in
effect so long as such continuance is specifically approved at least annually by
MACC's Board of Directors, including a majority of its members who are not
interested persons of Atlas, or by vote of the holders of a majority, as defined
in the ICA, of MACC's outstanding voting securities. The foregoing
notwithstanding, this Agreement may be terminated by MACC at any time, without
payment of any penalty, on sixty (60) days' written notice to Atlas if the
decision to terminate has been made by the Board of Directors or by vote of the
holders of a majority, as defined in the ICA, of MACC's outstanding voting
securities or the holders of a majority, as defined in the ICA, of the Company's
outstanding voting securities. Atlas may also terminate this Agreement on sixty
(60) days' written notice to MACC and the Company; provided, however, that Atlas
may not so terminate this Agreement unless another investment advisory agreement
has been approved by the vote of a majority, as defined in the ICA, of MACC's
outstanding shares and by the Board of Directors, including a majority of
members who are not parties to such agreement or interested persons of any such
party.

Atlas may also terminate this Agreement on 30 days' written notice to
MACC and the Company; provided, however, that Atlas may not so terminate this
Agreement unless another investment advisory agreement has been approved by the
vote of a majority, as defined in the

ICA, of MACC's outstanding shares and by the Board of Directors, including a
majority of members who are not parties to such agreement or interested persons
of any such party. Upon receipt of any such notice from Atlas, MACC will in good
faith use its best efforts to cause an advisory agreement to be entered into by
MACC with a suitable investment adviser.

Section 8. Assignment.

This Agreement may not be assigned by any party without the written
consent of the other and any assignment, as defined in the ICA, by Atlas shall
automatically terminate this Agreement.

Section 9. Amendments.

This Agreement may be amended only by an instrument in writing executed
by all parties.

Section 10. Governing Law.

This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware.

Section 11. Termination of Prior Agreement.

Upon the approval of this Agreement by the shareholders of MACC
pursuant to Section 7, the Investment Advisory Agreement between MACC and
InvestAmerica Investment Advisors, Inc., dated March 1, 1999, as amended,
supplemented or otherwise modified and in effect, shall expire and shall
thereupon be of no further force and effect, effective at the close of business
on February 29, 2004..

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date first above written.

MACC:
MORAMERICA CAPITAL CORPORATION

By:_______________________________
David R. Schroder
President

By:_______________________________
Robert A. Comey
Executive Vice President

ATLAS:
ATLAS MANAGEMENT PARTNERS, LLC
A Utah limited liability company

By:______________________________
Kent I. Madsen
Managing Partner

ACKNOWLEDGED AND AGREED:

By signing below, InvestAmerica Investment Advisors, Inc. hereby acknowledges
and agrees to the provisions of Section 11 of this Agreement.

INVESTAMERICA INVESTMENT ADVISORS, INC.

By:__________________________________
Name: David R. Schroder
Title: President and Secretary

APPENDIX C

INVESTMENT ADVISORY SUPPORT SERVICES AGREEMENT

INVESTMENT ADVISORY
SUPPORT SERVICES AGREEMENT

THIS INVESTMENT ADVISORY SUPPORT AGREEMENT (this "Agreement") is made
and entered into by and among MACC Private Equities Inc., a Delaware corporation
("MACC"), MorAmerica Capital Corporation, an Iowa corporation ("MorAmerica"),
Atlas Management Partners, LLC, a Utah limited liability company ("Atlas") and
InvestAmerica Investment Advisors, Inc., a Delaware corporation
("InvestAmerica") effective as of the 1st day of March, 2004 (the "Effective
Date").

RECITALS

WHEREAS, MACC and MorAmerica (collectively, the "Funds") are
closed-end' management investment companies which have elected to be regulated
as business development companies under the Investment Company Act of 1940, as
amended (the "1940 Act") and MorAmerica is also licensed as a small business
investment company ("SBIC") under the Small Business Investment Act of 1958;

WHEREAS, the Funds are subject to the terms of certain exemptive orders
granted by the Securities and Exchange Commission ("SEC") which govern, among
other things, co-investments by the Funds and other investment funds managed by
any investment advisor to the Funds (the "Exemptive Orders");

WHEREAS, Atlas and InvestAmerica are both registered investment
advisors under the Investment Advisors Act of 1940, as amended (the "Advisors
Act");

WHEREAS, concurrently with the execution of this Agreement, Atlas is
becoming the investment advisor to ("MACC") and its wholly owned subsidiary
MorAmerica Capital Corporation, an Iowa corporation ("MorAmerica") pursuant to
an agreement between Atlas and each of MACC and MorAmerica (the "Atlas Advisory
Agreements");

WHEREAS, prior to the execution of this Agreement, InvestAmerica was
the investment advisor to MACC and MorAmerica with respect to Portfolio Company
(as defined in the Atlas Advisory Agreements) investments in existence as of the
date of this Agreement (the "Existing Portfolio");

WHEREAS, effective on the date hereof, the investment advisory
agreements previously governing the Existing Portfolio are terminated;

WHEREAS, Atlas desires to obtain the support and assistance of
InvestAmerica in carrying out Atlas' duties and obligations as the investment
advisor to MACC and MorAmerica, and InvestAmerica desires to provide such
support and assistance as sub-advisor on the terms and conditions set forth
herein; and

WHEREAS, this Agreement has been approved in accordance with the
provisions of the 1940 Act.

NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth in this Agreement, the parties agree as follows:

1. Services. InvestAmerica will provide those financial, business
and investment advisory services specified on Schedule A (collectively referred
to as the "Services") to, or for the benefit of, MACC and MorAmerica, subject to
the oversight and supervision of Atlas and the direction and control of the
Boards of Directors of MACC and MorAmerica.

2. Term. This Agreement shall continue in effect for two (2)
years from the date hereof, unless sooner terminated as provided for herein.
Thereafter, this Agreement shall continue in effect so long as such continuance
is specifically approved at least annually by Atlas and the Funds' Boards of
Directors, including a majority of its members who are not interested persons of
InvestAmerica, or by vote of the holders of a majority, as defined in the 1940
Act, of the Funds' outstanding voting securities. The foregoing notwithstanding,
this Agreement may be terminated by Atlas, MACC or MorAmerica at any time,
without payment of any penalty, on sixty (60) days' written notice to
InvestAmerica if the decision to terminate has been made by Atlas or by the
Funds' Boards of Directors or by vote of the holders of a majority, as defined
in the 1940 Act, of MACC's or MorAmerica's outstanding voting securities. This
Agreement also may be terminated by InvestAmerica at any time, without payment
of any penalty, on sixty (60) days' written notice to Atlas and the Funds.

3. Portfolio Board Service and Asset Management.

3.1 It is acknowledged that as a part of the Services to
be provided by InvestAmerica hereunder, (i) certain of its employees,
representatives and agents ("InvestAmerica Representatives") may serve
as members of the board of directors of individual Portfolio Companies
(as defined in the respective Investment Advisory Services Agreements
between Atlas and MACC and MorAmerica) and (ii) InvestAmerica will
monitor and manage investments in the Existing Portfolio, including
exits, preparation of valuations and other portfolio management
matters. InvestAmerica and InvestAmerica Representatives serving on the
boards of directors of individual Portfolio Companies shall conduct the
Services in accordance with applicable law and all investment policies
as set forth in writing by Atlas and the Board of Directors with
respect to such Services, provided that at all times the InvestAmerica
Representatives shall act in accordance with their fiduciary duties as
members of the Portfolio Company boards. In regard to such actions and
decisions the Funds hereby appoint InvestAmerica (and such officers,
directors, employees, representatives and agents is it shall designate)
as its proxy, as a result of which InvestAmerica shall have the
authority, in its performance of this Agreement, to make decisions and
to take such actions, without specific authority from Atlas or the
Boards of Directors of the Funds, as to all matters which are not
hereby restricted.

3.2 All fees, including director's fees that may be paid
to InvestAmerica by or for the account of a Portfolio Company shall be
paid to the Funds. Notwithstanding the foregoing, InvestAmerica will be
allowed to be reimbursed by Portfolio Companies for all direct expenses
associated with due diligence and management of portfolio investments
or investment opportunities, including expenses of attending board and
management meetings, and such expenses (travel, meals, lodging, etc.)
will not be payable to, or by, Atlas or credited against the Management
Fee.
3.3 Except for expense reimbursement provided in Section
3.2 above and 3.4 below, InvestAmerica's sole and exclusive
compensation for all of its services to be rendered hereunder will be
in the form of a Management Fee and a separate Incentive Fee as
provided in Section 4.

3.4 InvestAmerica will be responsible for the following
expenses: its staff salaries and fringes, office space, office
equipment and furniture, communications, travel, meals and
entertainment, conventions, seminars, office supplies, dues and
subscriptions, hiring fees, moving expenses, repair and maintenance,
employment taxes, in-house accounting expenses and minor miscellaneous
expenses. InvestAmerica will pay for its own account all expenses
incurred in rendering the services to be rendered hereunder. Without
limiting the generality of the foregoing, InvestAmerica will pay the
salaries and other employee benefits of the persons in its organization
whom it may engage to render such services, including without
limitation, persons in its organization who may from time to time agree
to act as officers of the Funds. Atlas or the Funds, however, will be
responsible for all reasonable expenses for travel at the direction of
Atlas or the Funds, including for Board or other management meetings,
which expenses shall be reimbursed promptly upon being invoiced
therefor by InvestAmerica. Without limiting the foregoing,
InvestAmerica will not be responsible for any expenses: (i) required to
be paid by the Funds pursuant to the Atlas Advisory Agreements
(including, without limitation, Section 2.3 of each Atlas Advisory
Agreement), (ii) any expenses related to moving management of the Funds
to Atlas, including expenses of moving records to Salt Lake, (iii)
expenses of duplicating files necessary for performance of the
Services; or (iv) any other expenses incurred in connection with the
services that are not expressly payable by InvestAmerica under this
Agreement.

3.5 The obligations of InvestAmerica to Atlas and the
Funds are not exclusive.

(a) InvestAmerica and its affiliates may, in
their discretion, manage other venture capital funds and
render the same or similar services to any other person or
persons who may be making the same or similar investments.
Neither InvestAmerica nor any of its affiliates shall in any
manner be liable to Atlas, the Funds or their affiliates by
reason of the activities of InvestAmerica or its affiliates on
behalf of other persons and funds as described in this
paragraph and any conflict of interest arising therefrom is
hereby expressly waived.

(b) The scope of the Services does not include
presentation of investment opportunities to the Funds or
making new investments for the Funds, but rather is limited to
management of the Existing Portfolio. Accordingly,
InvestAmerica is not required to present to the Funds
investments being considered by other funds managed by
InvestAmerica or its affiliates.

(c) With respect to follow-on investments made
by InvestAmerica pursuant to this Agreement, any such
investment management services and all co-investments shall
at all times be provided in strict accordance with rules and
regulations under the 1940 Act, the Exemptive Orders and the
rules and regulations applicable to SBICs.

4. Management and Incentive Fees.

4.1 During the term of this Agreement, and to the extent
the Agreement is extended pursuant to the terms of this Agreement and
the terms of the 1940 Act, Atlas will pay InvestAmerica a Management
Fee in the following amounts:

Period Management Fee
------ --------------

Effective Date through February 28, 2005 $ 325,000
March 1, 2005 through February 28, 2006 250,000
March 1, 2006 through February 28, 2007 125,000
March 1, 2007 through February 28, 2008 60,000
March 1, 2008 through February 28, 2009 60,000

The Management Fee shall be paid to InvestAmerica in equal monthly
installments within fifteen (15) days after the end of each calendar
month for Services provided during the previous month, provided that
Atlas has received payment of its management fee from MACC and
MorAmerica pursuant to the terms of its agreements with MACC and
MorAmerica. Payments of Management Fees that are delayed because of
failure of MACC or MorAmerica to pay a management fee to Atlas for the
corresponding period shall be made promptly upon Atlas receiving such
management fee from MACC or MorAmerica. The Management Fee shall stop
accruing on the date that this Agreement expires or is terminated. Upon
expiration or termination of this Agreement, all earned but unpaid
Management Fees shall be immediately due and payable.

4.2 During the term of this Agreement Atlas shall pay to
InvestAmerica an Incentive Fee determined as follows:

(a) The Incentive Fee to be paid to
InvestAmerica from the Effective Date through February 28, 2008 shall
consist of seventy percent (70%) of the incentive fee actually paid by
MACC and MorAmerica to Atlas pursuant to the respective Investment
Advisory Agreements between Atlas and MACC and MorAmerica attributable
to Existing Portfolio Companies as of the Effective Date. The remaining
thirty (30%) percent of the incentive fee actually paid by MACC and

MorAmerica attributable to Existing Portfolio Companies as of
the Effective Date shall belong to Atlas.

(b) The Incentive Fee to be paid to
InvestAmerica from the March 1, 2008 through February 28, 2009
shall consist of fifty percent (50%) of the incentive fee
actually paid by MACC and MorAmerica to Atlas pursuant to the
respective Investment Advisory Agreements between Atlas and
MACC and MorAmerica attributable to Existing Portfolio
Companies as of the Effective Date. The remaining fifty (50%)
percent of the incentive fee actually paid by MACC and
MorAmerica attributable to Existing Portfolio Companies as of
the Effective Date shall belong to Atlas. All incentive fees
paid by MACC and MorAmerica to Atlas attributable to companies
that were not Portfolio Companies as of the Effective Date
shall belong solely to Atlas.

(c) All incentive fees paid by MACC and
MorAmerica to Atlas attributable to companies that were not
Existing Portfolio companies as of the Effective Date shall
belong solely to Atlas.

(d) The Incentive Fee shall stop accruing
effective as of the date of the expiration or termination of
this Agreement. Upon expiration or termination of this
Agreement, all earned but unpaid incentive fees shall be
immediately due and payable; provided, however, that incentive
fees earned with respect to non-cash Realized Capital Gains
shall not be due and owing to InvestAmerica until the cash is
received by the Funds.

(e) To the extent payable, Atlas shall arrange
for the Incentive Fee to be paid to InvestAmerica directly by
the Funds, on the same date as Atlas is paid its share of the
Incentive Fee by the Funds, and in no event less than
annually.

5. Personnel. All employee wages, benefits and other related
costs for employees and personnel of InvestAmerica shall be the sole
responsibility of InvestAmerica, and InvestAmerica shall have sole control of
the payment of wages and benefits to such employees. The individuals providing
the Services shall at all times be considered to be in the employ of
InvestAmerica and under the direction and control of InvestAmerica, and they
shall not be considered to be in the employ of Atlas. No InvestAmerica personnel
shall be required to relocate to Salt Lake City. Without the prior written
consent of InvestAmerica (which consent InvestAmerica may grant or withhold in
its sole and absolute discretion), Atlas agrees that it shall not, for a period
of three (3) years from the date of termination of this Agreement, either alone
or in conjunction with any other person, or directly or indirectly through its
present or future affiliates, employ, engage or seek to employ or engage any
person who is an employee of InvestAmerica.

6. Accounts and Records. InvestAmerica will maintain books of
account and other records and files with respect to the Services provided
hereunder. InvestAmerica shall make

such records available for inspection by Atlas upon reasonable notice at
mutually convenient times at the place where such records are kept in the
ordinary course of business.

7. Confidentiality. InvestAmerica agrees that it will come into
possession of information regarding the Portfolio Companies and information
regarding other companies, the securities of which are owned by other funds
managed by one of the parties ("Confidential Portfolio information"), and
information concerning the business of the other parties to this Agreement
("Confidential Business Information") (collectively the Confidential Portfolio
Information and Confidential Business Information are referred to herein as
"Confidential Information"). Confidential Information shall not include
information independently developed by a party without reliance on the
Confidential Information of the other party, information obtained from a third
party, which third party is under no restriction with respect to the use and
disclosure of such information, or information approved for unrestricted release
by a party without violating a provision of this agreement.

InvestAmerica agrees that the Confidential Information is highly
confidential, private and of a sensitive nature. Atlas and InvestAmerica agree
that each will handle the Confidential Information of the other with the same
degree of care that it uses to handle its own Confidential Information, and
will, at all times, handle the Confidential Information of the other in a manner
reasonably calculated to maintain its confidentiality. Each party understands
that the other may disclose Confidential Information as reasonably necessary:
(i) in the normal course of managing existing portfolios, (ii) in performing the
Services, (iii) in the performance of tasks by InvestAmerica as requested by
Atlas, (iv) in communicating with shareholders, investors, and regulatory
agencies, including the SBA and SEC. Atlas and InvestAmerica also agree that the
parties may disclose Confidential Portfolio Information to banks, financing
sources, investment banks, brokers, auditors, law firms and other service
providers (i) as reasonably necessary in connection with the management of an
investment in a Portfolio Company, (ii) at the request of the Portfolio Company
who directs disclosure to third parties, (iii) as reasonably necessary in
connection with service as a director of a Portfolio Company. InvestAmerica may
also use and disclose information regarding IRR, cash flow and other performance
data for the Existing Portfolio and all other historical performance data
relating to the Existing Portfolio and prior investments during the time
InvestAmerica managed the Funds. In addition, a party may use and disclose the
Confidential Information of the other party where required by law, provided that
it shall first notify the other party in writing of such requirement and
cooperate with respect to any reasonable steps available for the further
protection of such Confidential Information.

InvestAmerica agrees that it will use the Confidential Information
solely in the management of the Funds or the management of other funds that have
co-investments with the Funds.

InvestAmerica agrees that, in the event of any breach of any provision
hereof, the aggrieved party will not have an adequate remedy in money or damages
and that, in such event, the aggrieved party shall be entitled to obtain
injunctive relief against such breach in any court of competent jurisdiction,
without the necessity of posting a bond even if otherwise normally

required. Such injunctive relief will in no way limit the aggrieved party's
right to obtain other remedies available under applicable law.

8. Compliance with Laws; Cooperation.

8.1 Invest America shall use diligent effort to cause all
Services to be performed in strict compliance with all laws,
regulations and requirements of any federal, state, municipal or other
governmental entity having jurisdiction respecting either of the
parties and/or the Services being rendered, including the 1940 Act, the
Advisors Act and all Exemptive Orders.

8.2 Atlas shall cooperate fully with InvestAmerica's
efforts to perform the Services effectively and in compliance with
applicable law, including providing InvestAmerica with files and
records necessary for the performance of the Services.

9. Indemnification; Fidelity Bond, Directors and Officers
Insurance.

9.1 Atlas shall not be liable or responsible for any
action or omission on the part of InvestAmerica or its employees,
representatives or agents arising out of their respective service on
the board of directors of individual Portfolio Companies or provision
of other Services pursuant to this Agreement, except to the extent that
such action or omission was specifically directed by Atlas, in writing.
InvestAmerica shall indemnify and hold Atlas harmless from any claims
or liabilities arising out of the service of InvestAmerica and its
employees, representatives and agents on the boards of directors of
individual Portfolio Companies or the provision of other Services
pursuant to this Agreement, except to the extent that InvestAmerica or
its employees, representatives or agents were carrying out the express
written or oral instructions of Atlas in connection with the action or
omission complained of.

9.2 InvestAmerica shall not be liable or responsible for
any action or omission on the part of Atlas or its employees,
representatives or agents arising out of this Agreement or the Atlas
Advisory Agreements. Atlas shall indemnify and hold InvestAmerica
harmless from any claims or liabilities arising out of Atlas' actions
or omissions with respect to this Agreement or the Atlas Advisory
Agreements.

9.3 During the term of this Agreement, InvestAmerica and
its officers, directors and employees, with respect to performance of
the Services under this Agreement and as officers or employees of the
Funds, if applicable, shall be covered at all times by a (i) directors
and officers insurance policy and (ii) a joint fidelity bond, in each
case at least as extensive in amount, scope and coverage as required by
law and as presently in force (as long as reasonable commercially
available), and at no cost to InvestAmerica.

9.4 Neither InvestAmerica, nor any of its officers,
directors, shareholders, employees, agents or Affiliates, whether past,
present or future (collectively, the

"Indemnified Parties"), shall be liable to Atlas or the Funds, or any
of their affiliates for any error in judgment or mistake of law made by
the Indemnified Parties in connection with any investment made by or
for the Funds, provided such error or mistake was made in good faith
and was not made in bad faith or as a result of gross negligence or
willful misconduct of the Indemnified Parties. The Funds confirm that
in performing services hereunder Atlas will be an agent of the Funds
for the purpose of the indemnification provisions of the Bylaws of the
Funds subject, however, to the same limitations as though the
Indemnified Parties were a director or officer of the Company.
InvestAmerica shall not be liable to Atlas, the Funds, their
shareholders or their creditors, except for violations of law or for
conduct which would preclude the Indemnified Parties from being
indemnified under such Bylaw provisions. The indemnification provisions
of this Section 9 are applicable to the entire period for which
InvestAmerica has provided advisory services to the Funds, beginning in
1985. The provisions of this Section 9(d) shall survive termination of
this Agreement.

10. Notices. All notices or other communications given pursuant to
this Agreement shall be in writing and shall be given by personal delivery, by
United States mail or an established, commercial express delivery service (such
as Federal Express), postage or delivery charge prepaid, return receipt
requested, addressed to the person and address designated below:

InvestAmerica: Invest America Investment Advisors, Inc.
101 Second Street S.E., Suite 800
Cedar Rapids IA 52401
Fax(319)363-9683
Attn: David R. Schroder, President

Atlas: Atlas Management Partners, LLC
One South Main Street, Suite 1660
Salt Lake City, Utah 84133
Fax: (801)524-8941
Attn: Kent I. Madsen, Manager

A notice or other communication shall be deemed received on the
earliest of the following: (i) the date of its delivery to the address specified
above, (ii) the date of its actual receipt by the person or entity specified
above, or (iii) in the case of refusal to accept or inability to deliver the
notice or other communication, the earliest of (a) the date of the attempted
delivery or refusal to accept delivery, (b) the date of the postmark on the
return receipt, or (c) the date of receipt of notice of refusal or notice of
non-delivery by the sending party.

Either party may designate any other address in substitution of the
foregoing address(es) at any time by giving the other party ten (10) days
written notice, as provided herein, of the new address.

11. Severability. If any term, covenant or condition of this
Agreement or the application thereof to any person or circumstance shall be
invalid or unenforceable, the

remainder of this Agreement or such other documents, or the application of such
term, covenant or condition to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and
each term, covenant or condition of this Agreement or such other documents shall
be valid and shall be enforced.

12. No Joint Venture, Partnership or Alter Ego; Independent
Contractor. Nothing contained in this Agreement, any document executed in
connection herewith or any other agreement with any other party shall be
construed as making InvestAmerica and Atlas partners, joint venturers or alter
egos of each other or of any other entity. InvestAmerica shall at all times
remain an independent contractor of Atlas with respect to the Services.

13. Additional Documents. The parties hereby agree to execute and
deliver such other documents and instruments as may be necessary or desirable to
give effect to the terms and intent of this Agreement.

14. Waiver. The failure of any party to insist upon strict
performance of any of the provisions contained herein shall not be deemed a
waiver of any rights or remedies that such party may have, and shall not be
deemed a waiver of any subsequent breach or default.

15. Captions and Headings. The captions and headings in this
Agreement are for ease of reference only and shall not be deemed to define or
limit the scope or intent of any of the terms, covenants, conditions or
agreements contained herein.

16. Entire Agreement. This Agreement contains the entire agreement
between and among the parties hereto and supersedes all prior negotiations and
agreements, oral or written, with respect to the subject matter hereof or with
respect to any of the Services.

17. Arm's-Length Agreement; Construction. The parties mutually
acknowledge that the provisions of this Agreement are the product of
arm's-length negotiations with parties having essentially equal bargaining
strength, legal representation and opportunity to determine the language used
herein. Therefore, the provisions of this Agreement shall not be construed for
or against any party.

18. No Third-Party Beneficiary Rights. This Agreement is not
intended to create, nor shall it be in any way construed to create any
third-party beneficiary rights in any person not a party hereto.

19. Successors and Assigns. This Agreement shall inure to the
benefit of and bind the respective parties' successors and assigns.

20. Applicable Law. This Agreement is made and delivered in, and
shall be construed and interpreted in accordance with the laws (without
reference to the choice-of-law provisions) of, the State of Delaware.

21. Amendment. This Agreement may be amended only in writing
executed by all parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

ATLAS:
ATLAS MANAGEMENT PARTNERS, LLC
A Utah limited liability company

By:_________________________________
Kent I. Madsen
Manager

INVESTAMERICA:
INVESTAMERICA INVESTMENT ADVISORS,
INC.
A Delaware corporation

By:_________________________________
David A. Schroder
President

By:_________________________________
Robert A. Comey
Executive Vice President

MORAMERICA:
MORAMERICA CAPITAL CORPORATION

By:_________________________________
David R. Schroder
President

By:_________________________________
Robert A. Comey
Executive Vice President

MACC:
MACC PRIVATE EQUITIES, INC.
A Delaware corporation

By:_________________________________
David R. Schroder
President

By:_________________________________
Robert A. Comey
Executive Vice President

SCHEDULE A
SERVICES
TO BE PROVIDED BY INVESTAMERICA

I. PORTFOLIO MANAGEMENT OF PORTFOLIO EXISTING AT 3/01/04

1. Gather, review, file, summarize monthly financials relating to
portfolio investments existing at 3/01/04 (the "Existing
Portfolio").

2. Report sales, pre tax, EBITDA actual vs. budget monthly.

3. Attend Existing Portfolio company board meetings.

4. Review and file projections.

5. Review and file annual audits.

6. Review covenant compliance.

7. Explore ways to add value i.e. explore growth and acquisition
opportunities and plans, assess management and new management
candidates.

8. Work to execute exit projections.

9. Communicate and work with co-investors to assess and add value.

10. Analyze and recommend investment opportunities for the Existing
Portfolio company.

11. Support senior capital and venture capital acquisition as required.

12. File all company monitoring information.

13. File all investment documentation.

14. Timely submission of all SBA documentation associated with the
Existing Portfolio.

15. In Existing Portfolio board roles, act in accord with proper
corporate governance guidelines, all in the interest of the Existing
Portfolio company and its shareholders.

16. Make available and, if requested by Existing Portfolio companies,
render managerial assistance to, and exercise management rights in,
Existing Portfolio companies and entities as appropriate to maximize
return for the Funds and to comply with applicable regulations.

II. SBA EXAMINATIONS - FOR EXISTING PORTFOLIO

1. Prepare regulatory and financial schedules required by SBA for two
years.

2. Support the examination in Cedar Rapids for year one and send info
to Salt Lake City in subsequent years.

3. Examination preparation involves only the Existing Portfolio and
financial records.

4. Atlas responsible for examination preparation and management of all
new portfolio companies.

5. Atlas responsible as investment advisor of Funds; InvestAmerica
provides assistance on any inquiries related to Existing Portfolio.

III. SEC EXAMINATIONS: SECURITIES CUSTODY

1. Atlas responsible as investment advisor of the Funds; InvestAmerica
provides assistance on any inquiries related to Existing Portfolio.

2. Atlas responsible for custody of all assets (cash, securities, et
al) which are subject to SEC custody rules under the 1940 Act and
the Advisors Act.

IV. ACCOUNTING FOR MACC AND PEI

1. Prepare monthly and annual financial statements, Forms 468 and
quarterly reports for MACC for two years.

2. Atlas will be responsible for controls, check writing, wire
instructions and approval of expenses.

3. Will prepare PEI statements (i.e. monthly, quarterly and annual
statements) for one year.

4. Prepare quarterly and annual valuations reports provide valuation
analysis and support to MACC and PEI board of directors and SBIC
requirements.

V. SHAREHOLDER RELATIONS / ANNUAL REPORT

1. Atlas responsible for all shareholder relations.

2. Atlas will prepare the annual report, with financial input from
InvestAmerica for as long as InvestAmerica does the accounting for
MACC and PEI.

EXISTING PORTFOLIO FOLLOW-ON INVESTMENTS

1. InvestAmerica responsible for analysis, presentation, proposal,
gathering, filing investment documentation.

2. Atlas responsible for investment decision.

3. MACC Board responsible for the co-investment split decision.

BOARD MEETINGS

1. Atlas responsible.

2. InvestAmerica Investment Advisors, Inc. will provide quarterly;

- Financials (P&L, Balance Sheet, Cash Flow Actual vs.
Budget)

- Management Letter on "Existing Portfolio"

- Portfolio Performance Report

- Valuations

- Audit preparation and work papers

InvestAmerica Investment Advisors, Inc. is not responsible for out of pocket
expenses (travel, meals, etc.) for performance of the CFO function or specific
requests to travel to Salt Lake City under the management/investment advisor
contract.

FINANCIAL PROJECTIONS

1. InvestAmerica responsible for inputs with regard to the Existing
Portfolio and expenses under its control

2. Atlas responsible for PEI and MACC financial projections.

APPENDIX D

AMENDMENT TO CERTIFICATE OF INCORPORATION

ARTICLES OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION

Pursuant to the provisions of the General Corporation Law of Delaware,
the undersigned Corporation adopts the following Articles of Amendment to its
Certificate of Incorporation:

FIRST: The name of the Corporation is MACC Private Equities Inc.

SECOND: The following amendment to the Certificate of Incorporation contained
in the following resolution was adopted by the shareholders of the
Corporation as of February 24, 2004, in the manner prescribed by the
General Corporation Law of Delaware:

RESOLVED, that the Corporation's Certificate of Incorporation
be, and hereby is, amended by deleting the current "ARTICLE V" thereof,
and substituting the following:

ARTICLE V
AUTHORIZED SHARES

The total number of shares of stock of all classes
which the Corporation shall have authority to issue is ten
million (10,000,000) shares of a single class of voting common
stock and the par value of each such share is One Cent ($.01)
amounting in the aggregate to One Hundred Thousand Dollars
($100,000.00).

THIRD: Consent to the foregoing amendment has been given by a majority of the
board of directors and by the holders of a majority of the shares
entitled to vote on such amendment.

FOURTH: There is no exchange, reclassification or cancellation of issued shares
provided for in this amendment.

FIFTH: A change has been made in the amount of stated capital. The number of
authorized shares of common stock has, by virtue of this amendment,
been increased by six million (6,000,000). The par value of each share
of common stock has remained the same. The amount of stated capital as
changed by such amendment has thereby been increased from $40,000.00 to
$100,000.00.

DATED as of this______________day of February, 2004.

MACC Private Equities Inc.
a Delaware Corporation

By _________________________________
, President

ATTEST:

_____________________________
, Secretary

APPENDIX E

AUDIT COMMITTEE CHARTER

MACC PRIVATE EQUITIES INC.
MORAMERICA CAPITAL CORPORATION

AUDIT COMMITTEE CHARTER

I. ORGANIZATION

There shall be a committee of the Board of Directors to be known as the
Audit Committee. The Audit Committee shall consist of three or more
directors, as determined by the Board of Directors, each of whom shall
not be an officer or employee of the MACC Private Equities Inc. (the
"Company") or any of its affiliates, but shall be independent of the
management of the Company and free of any relationship that, in the
opinion of the Board of Directors, would interfere with his or her
exercise of independent judgment as an Audit Committee member. (1)

All members of the Audit Committee shall be able to read and understand
fundamental financial statements, including a company's balance sheet,
income statement, and cash flow statement, and at least one member of
the Audit Committee shall be an "audit committee financial expert," as
that term is defined in rules promulgated by the Securities and
Exchange Commission ("SEC").

The members of the Audit Committee shall be elected by the Board of
Directors at the annual meeting of the Board of Directors to serve a
term of one year or until their successors shall be duly elected and
qualified. The Board of Directors will appoint a Chair to preside at
the Audit Committee meetings and schedule meetings as appropriate. The
Board of Directors shall make the determination as to (a) the
independence of each member of the Audit Committee; and (b) which
member(s) of the Audit Committee qualify as an "audit committee
financial expert."

A. Definition of Independence

The following persons are not considered independent:

(1) a director who is employed by the Company or any of its
affiliates for the current year or any of the past three years;

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(1) Prior to the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), NASDAQ
rules contained an exemption to the independence standards under "exceptional
and limited circumstances." Following Sarbanes-Oxley and SEC proposed rules,
there are no longer any exceptions to the requirement that the entire Audit
Committee be independent. See Securities and Exchange Act of 1934 Section
10A(m), as amended by Sarbanes-Oxley; Proposed Rule: Standards Relating to
Listed Company Audit Committees, Exchange Act Release No. 34-47137 (Feb. 18,
2003) (rule to become effective by April 26, 2003 and new requirements to become
operative no later than the first anniversary of the publication of the final
rule in the Federal Register).

(2) a director who accepts any consulting, advisory or other
compensatory fee from the Company or any of its affiliates, other
than compensation for board or committee service; (2)

(3) a director who is any member of the family of an individual who
is, or has been in any of the past three years, employed by the
Company or any of its affiliates as an executive officer; (3)

(4) a director who is a partner in, or a controlling stockholder or
an executive officer of, any for-profit business organization to
which the Company made, or from which the Company received,
payments (other than those arising solely from investments in the
Company's securities) that exceed 5% of the Company's or business
organization's consolidated gross revenues for that year, or
$200,000, whichever is more, in any of the past three years;

(5) a director who is employed as an executive of another entity
where any of the Company's executives serve on that entity's
compensation committee;

(6) a director who owns or controls 20% or more of voting stock of
the Company; (4) or

(7) a director who is an "interested person" of the Company as
defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended (the "1940 Act"). (5)

B. Definition of "Audit Committee Financial Expert" (6)

An "audit committee financial expert" is a person who has, through
education and experience as a public accountant or auditor or a
principal financial officer, controller, or principal accounting
officer of a company that, at the time the person held such position,
was required to file reports pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
experience in one or more positions that involve the performance of
similar functions (or that results, in the judgment of the Company's
Board of Directors, in the person's having similar expertise and
experience), the following attributes:

(1) an understanding of generally accepted accounting principles and
financial statements;

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(2) See Proposed Rule: Standards Relating to Listed Company Audit
Committees, Exchange Act Release No. 34-47137 (Feb. 18, 2003) (rule to become
effective by April 26, 2003 and new requirements to become operative no later
than the first anniversary of the publication of the final rule in the Federal
Register).

(3) See NASDAQ Corporate Governance Proposal (Nov. 20, 2002) (the proposed
rule would broaden its scope to encompass any family member instead of only
immediate family members.

(4) Id.

(5) See Proposed Rule: Standards Relating to Listed Company Audit
Committees, Exchange Act Release No. 34-47137 (Feb. 18, 2003) (rule to become
effective by April 26, 2003 and new requirements to become operative no later
than the first anniversary of the publication of the final rule in the Federal
Register).

(6) See Final Rule: Disclosure Required by Sections 406 and 407 of the
Sarbanes-Oxley Act of 2002, 1933 Act Release No. 33-8177 (Jan. 24, 2003)
(effective date: March 3, 2003).

(2) experience applying such generally accepted accounting principles in
connection with the accounting for estimates, accruals and reserves that
are generally comparable to the estimates, accruals and reserves, if any,
used in the Company's financial statements;

(3) experience preparing or auditing financial statements that present
accounting issues that are generally comparable to those raised by the
Company's financial statements;

(4) experience with internal controls and procedures for financial reporting;
and

(5) an understanding of audit committee functions.

II. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial reports and other financial information provided by the
Company to any governmental body or the public; the Company's systems
of internal controls regarding finance, accounting, legal compliance
and ethics that management and the Board of Directors has established;
and the Company's auditing, accounting and financial reporting
processes generally. Consistent with this function, the Audit Committee
should encourage continuous improvement of, and should foster
compliance with, the Company's policies, procedures and practices at
all levels. The Audit Committee's primary duties and responsibilities
are as follows:

1. To serve as an independent and objective party to monitor the
Company's financial reporting process and internal control system.

2. To review and appraise the audit efforts of the Company's
independent auditors and management of the Company.

3. To provide an open avenue of communication among the
independent auditors, financial and senior management, employees (7) and the
Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

III. MEETINGS

The Audit Committee shall meet regularly as determined by the members
of the Audit Committee or as directed by the Board of Directors. The
Chair of the Audit Committee shall prepare or approve an agenda in
advance of each meeting. The President, Chief Financial Officer,
outside legal counsel, and a representative from the independent

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(7) Under SEC proposed rules, it is imperative for the Audit Committee to
cultivate open and effective channels of information about the Company's
financial reporting process among not only management, but also employees. See
Proposed Rule: Standards Relating to Listed Company Audit Committees, Exchange
Act Release No. 34-47137 (Feb. 18, 2003) (rule to become effective by April 26,
2003 and new requirements to become operative no later than the first
anniversary of the publication of the final rule in the Federal Register).

auditors may be invited to all meetings. Other management may be
invited as necessary. Non-committee members may be excused from
attendance at any meeting or portion of any meeting by the Chair.

As part of its job to foster open communication, the Audit Committee
should meet at least annually with management and the independent
auditors in separate executive sessions to discuss any matter that the
Audit Committee or each of these groups believes should be discussed
privately. In addition, the Audit Committee or its Chair should meet
with the independent auditors and management quarterly to review the
Company's financial statements and significant findings based upon the
auditor's limited review procedures.

IV. AUTHORITY AND RESPONSIBILITIES

The Audit Committee shall be solely responsible (8) for the retention,
compensation and oversight of the work of the independent auditor
(including resolution of disagreements between management and the
independent auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work. The independent
auditor shall report directly to the Audit Committee.

The Audit Committee shall have the authority, to the extent it deems
necessary or appropriate, to retain independent legal, accounting or
other advisors. (9) The Company shall provide for appropriate funding,
as determined by the Audit Committee, for payment of compensation to
the independent auditor for the purpose of rendering or issuing an
audit report and to any advisors employed by the Audit Committee.

To fulfill its duties and responsibilities the Audit Committee shall:

Review Procedures

Review and reassess the adequacy of this Charter at least annually and recommend
any proposed changes to the Board of Directors for approval.

Review the Company's audited financial statements prior to the release of
year-end earnings and/or the Company's financial statement and prior to filing
the Company's Annual Report on Form 10-K.

Review the Company's quarterly financial results prior to the release of
quarterly earnings and/or the Company's financial statement and prior to filing
the Company's Quarterly Report on Form 10-Q.

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(8) See Proposed Rule: Standards Relating to Listed Company Audit
Committees, Exchange Act Release No. 34-47137 (Feb. 18, 2003) (rule to become
effective by April 26, 2003 and new requirements to become operative no later
than the first anniversary of the publication of the final rule in the Federal
Register) (Because Section 32(a) of the Investment Company Act currently
requires that independent auditors of registered investment companies be
selected by a majority of disinterested directors, this rule exempts registered
investment companies from the requirement that the Audit Committee be solely
responsible for the selection of independent auditors.

(9) See id.

Review, as appropriate, any other material financial information submitted to
any governmental or public body, including any certification, report, opinion,
or review rendered by the independent auditors.

Independent Auditors

The independent auditors are ultimately accountable to the Audit Committee and
the Board of Directors, as representatives of the Company's stockholders. The
Audit Committee and the Board of Directors have the ultimate authority and
responsibility to select the independent auditors and the Audit Committee has
the ultimate responsibility to evaluate and, where appropriate, replace the
independent auditors (or to nominate the independent auditors to be proposed for
stockholder approval in any proxy statement).(10)

Obtain and review a report from the independent auditor at least annually
regarding (a) the independent auditor's internal quality-control procedures, (b)
any material issues raised by the most recent internal quality-control review,
or peer review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years respecting one or
more independent audits carried out by the firm, (c) any steps taken to deal
with any such issues, and (d) all relationships between the independent auditor
and the Company. Evaluate the qualifications, performance and independence of
the independent auditor, including considering whether the auditor's quality
controls are adequate and the provision of permitted non-audit services
compatible with maintaining the auditor's independence, taking into account the
opinions of management and internal auditors. The Audit Committee shall present
its conclusions to the Board.(11)

Pre-approve any non-audit services that are permitted under the Exchange Act and
SEC rules.(12)

Ensure receipt from the independent auditors of a formal written statement
delineating all relationships between the auditor and the Company, consistent
with Independence Standards Board Standard No. 1.

Actively engage in dialogue with the independent auditors and legal counsel with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditors.

Take, or recommend that the full Board of Directors take, appropriate action to
oversee the independence of the independent auditors.

Recommend to the Board policies for the Company's hiring of employees or former
employees of the independent auditor who participated in any capacity in the
audit of the Company.(13)

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(10) See id.

(11) See Final Rule: Strengthening the Commission's Requirements Regarding
Auditor Independence, 1933 Act Release No. 33-8183 (Effective Date: May 6, 2003)
(requiring the independent auditor to prepare such reports).

(12) See id.

Approve, where appropriate, fees and other significant compensation to be paid
to the independent auditors.

Meet with the independent auditors to review the scope of the proposed audit for
the current year, the audit procedures to be utilized, the location, reliance on
management, and staffing for the audit.

Following each audit by the independent auditors, obtain from the independent
auditors assurance that Section 10A of the Exchange Act has not been implicated.

In connection with the Company's year-end financials, discuss with financial
management and the independent auditors significant issues regarding accounting
principles, practices and judgments and any items required to be communicated by
the independent auditors in accordance with Statement on Accounting Standards
No. 61.

In connection with the Company's interim financials, discuss with financial
management and independent auditors any significant changes to the Company's
accounting principles and any items required to be communicated by the
independent auditors in accordance with Statement on Accounting Standards No.
71. The Chair of the Audit Committee may represent the entire Audit Committee
for purposes of the quarterly review and communication.

Consider and approve, if appropriate, significant changes to the Company's
auditing and accounting principles and practices as suggested by the independent
auditors or management.

Ensure the rotation of the audit partners as required by law. Consider whether,
in order to assure continuing auditor independence, it is appropriate to adopt a
policy of rotating the independent auditing firm on a regular basis.(14)

Improvement Process

Meet periodically with management to review the Company's major financial risk
exposure and the steps management has taken to monitor and control such
exposures.

Proxy Statement

Approve the report of the Audit Committee required by the rules of the SEC to be
included in the Company's annual proxy statement.

Oversee the publication of this Charter, following amendment, and, in any event,
at least every three years, in the Company's annual proxy statement in
accordance with SEC regulations.

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(13) See id. (prohibiting any person who was employed by the independent
auditor an who participated in any capacity in the audit of the Company during
the preceding one-year period from being a chief executive officer, controller,
chief financial officer, chief accounting officer, or serving in an equivalent
position in the Company.).

(14) See id. (The Sarbanes-Oxley Act requires rotation of certain audit
partners on a five-year basis in order to continue to provide audit services for
a registrant.).

Ethical Compliance

Establish, review and update periodically the Company's Code of Ethics(15) and
Policy Against Insider Trading and Prohibited Transactions ("Insider Trading
Policy"). The effectiveness of Code of Ethics and Insider Trading Policy shall
be reviewed annually by the Audit Committee, with a report thereafter by the
Audit Committee to the Board of Directors. The report shall include any
recommendations for proposed changes to the Code of Ethics and Insider Trading
Policy which the Audit Committee believes are reasonably necessary to ensure
high ethical conduct by the Company's chief executive and senior financial
officers and to prevent fraudulent, deceptive, misleading or manipulative acts
by "Access Persons" as that term is defined in the Insider Trading Policy.

Review management's monitoring of the Company's compliance with the Insider
Trading Policy or any other potential conflict of interest situations arising in
respect of the Company's affairs and involving the Company's investment adviser,
affiliates and employees.

Procedures for Handling Complaints(16)

Establish procedures for the receipt, retention and treatment of (a) complaints
received by the Company regarding accounting, internal accounting controls or
auditing matters; and (b) the confidential, anonymous submission by employees of
the Company of concerns regarding questionable accounting or auditing matters.

Miscellaneous

Review with the Company's general counsel legal matters that may have a material
impact on the financial statements, the Company's compliance policies related to
financial matters or the Insider Trading Policy and any material reports or
inquiries related to financial matters that are received from regulators or
governmental agencies.

At each meeting of the Audit Committee, the Audit Committee shall review all
invoices for payment of fees and expenses to the Company's investment adviser
together with any related records requested by the Audit Committee from time to
time.

The Audit Committee shall oversee the maintenance of investments in compliance
with Section 17(f) of the 1940 Act. The Chair shall have the responsibility to
review the documentation required in connection with the deposit or withdrawal
of the Company's securities or similar investments by persons authorized by the
Board of Directors to have access to such securities.

----------
(15) Under SEC final rules, the Company is required to disclose whether it
has a Code of Ethics applicable to the chief executive and senior financial
officers; if the Company has not adopted such Code of Ethics, it must disclose
why it has not done so. See Final Rule: Disclosure Required by Sections 406 and
407 of the Sarbanes-Oxley Act of 2002, 1933 Act Release No. 33-8177 (Jan. 24,
2003) (effective date: March 3, 2003).

(16) This section addresses the "whistleblower" requirements of Sarbanes-
Oxley and SEC proposed rules. See Proposed Rule: Standards Relating to Listed
Company Audit Committees, Exchange Act Release No. 34-47137 (Feb. 18, 2003)
(rule to become effective by April 26, 2003 and new requirements to become
operative no later than the first anniversary of the publication of the final
rule in the Federal Register).

The Audit Committee is authorized to review, from time to time, in the
Committee's discretion, electronic data processing procedures and controls,
policies and procedures regarding expenses and use of corporate assets.

The Audit Committee shall review and approve any changes to the Disclosure
Committee Charter, the Disclosure Policy and the Internal Control Policy
proposed by the Disclosure Committee of the Company.

Periodically conduct a self-assessment of the Audit Committee's performance.

Perform any other activities consistent with this Charter, the Company's Bylaws
and governing law, as the Audit Committee or the Board of Directors deems
necessary or appropriate.

LIMITATION OF AUDIT COMMITTEE'S ROLE

While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Company's financial statements
are complete and accurate and are in accordance with generally accepted
accounting principles. These are the responsibilities of management and
the independent auditors. Nor is it the duty of the Audit Committee to
assure compliance with laws and regulations, the Code of Ethics and the
Insider Trading Policy.

As amended on February 25, 2003

APPENDIX F

NOMINATING/GOVERNANCE COMMITTEE CHARTER

MACC PRIVATE EQUITIES INC.
MORAMERICA CAPITAL CORPORATION

CORPORATE GOVERNANCE/NOMINATING
COMMITTEE CHARTER

PURPOSE

The Corporate Governance/Nominating Committee is appointed by the Board
of Directors (1) to identify individuals qualified to become Board members, and
to recommend to the Board persons to fill Board vacancies or to stand for
election by shareholders; (2) to recommend to the Board corporate governance
guidelines applicable to the Company; (3) to lead the Board in its annual review
of the Board's performance; and (4) to recommend to the Board nominees for each
Board committee.

COMMITTEE MEMBERSHIP

The Corporate Governance/Nominating Committee shall consist of no fewer
than three members. The members of the Corporate Governance/Nominating Committee
shall meet the independence requirements of Nasdaq and shall be persons who are
not "interested persons" of the Company under applicable rules of the Securities
and Exchange Commission.

The members of The Corporate Governance/Nominating Committee shall be
appointed and may be replaced by the Board at any time. The Corporate
Governance/Nominating Committee chairperson or chairpersons shall be designated
by the Board, or if the Board chooses not to do so, by a majority vote of The
Corporate Governance/Nominating Committee.

MEETINGS

The Corporate Governance/Nominating Committee shall meet at least three
times a year, and more frequently as circumstances dictate. A majority of the
members of The Corporate Governance/Nominating Committee shall constitute a
quorum for the transaction of business.

The Corporate Governance/Nominating Committee will maintain written
minutes of its meetings, which minutes will be filed with the Secretary of the
Company.

The Corporate Governance/Nominating Committee will report to the Board
of Directors regarding recommendations of The Corporate Governance/Nominating
Committee submitted to the Board of Directors for action, and provide the Board
copies of the minutes of its meetings.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

1. The Corporate Governance/Nominating Committee shall have the sole authority
to retain and terminate any search firm to identify director candidates and
shall have sole authority to approve the search firm's fees and other
retention terms. The Corporate

Governance/Nominating Committee shall also have authority to access Company
resources and to obtain advice and assistance from internal or external
legal, accounting or other advisors.

2. Each year, the Corporate Governance/Nominating Committee shall implement
and follow a process designed to seek individuals qualified to become board
members for recommendation to the Board and shall consider the re-election
of existing directors. The Corporate Governance/Nominating Committee
believes that having directors with relevant experience in business and
industry, government, finance and other areas is beneficial to the Board as
a whole. Directors with such backgrounds can provide a useful perspective
on significant risks and competitive advantages and an understanding of the
challenges the Company faces. The Corporate Governance/Nominating Committee
shall monitor the mix of skills and experience of its directors and
committee members in order to assess whether the Board has the appropriate
tools to perform its oversight function effectively.

3. Taking this into account, for each year's nominations the Corporate
Governance/Nominating Committee will take the following steps:

a. With respect to nominating existing directors, the Corporate
Governance/Nominating Committee will review relevant
information available to it, including the latest board
evaluations for such persons, if any, and assess their
continued ability and willingness to serve as a director. The
Corporate Governance/Nominating Committee will also assess
such persons' contributions in light of the mix of skills and
experience the Corporate Governance/Nominating Committee has
deemed appropriate for the Board.

b. With respect to nominations of new directors, the Corporate
Governance/Nominating Committee will conduct a thorough search
to identify candidates based upon criteria the Corporate
Governance/Nominating Committee deems appropriate and
considering the mix of skills and experience necessary to
complement existing Board members. The Corporate
Governance/Nominating Committee will then review selected
candidates and make a recommendation to the Board. The
Corporate Governance/Nominating Committee may seek input from
other Board members or senior management in identifying
candidates.

The Corporate Governance/Nominating Committee will consider nominations
for the Board by stockholders the same way it evaluates other
individuals for nomination as a new director. Such nominations must be
made in accordance with the Company's Bylaws to be considered.

4. The Corporate Governance/Nominating Committee shall perform an annual
assessment of the Board's performance. In addition, the Corporate
Governance/Nominating Committee shall solicit and receive comments from all
directors, assess each director's performance and periodically, but not
less often than every three (3) years, report to the Board with an
assessment of the director's performance, to be discussed with the full
Board at the first Board meeting following the completion of such
assessment.

5. The Corporate Governance/Nominating Committee shall oversee the formulation
of, and shall recommend for adoption to the Board, a set of corporate
governance guidelines. The Corporate Governance/Nominating Committee shall
periodically review and reassess the Corporate Governance Guidelines of the
Company and recommend appropriate changes to the Board for approval.

6. The Corporate Governance/Nominating Committee may form and delegate
authority to subcommittees when appropriate.

7. The Corporate Governance/Nominating Committee shall review and approve
annually the Company's compensation program for service on the Board of
Directors or any of its committees.

8. The Corporate Governance/Nominating Committee shall review and reassess
this Charter annually and recommend any appropriate changes to the Board
for approval. The Corporate Governance/Nominating Committee shall annually
review its own performance.

9. The Corporate Governance/Nominating Committee shall perform a periodic
review of all Board committees' structure and governance charters to assess
the need for any modifications or updates. In addition, the Corporate
Governance/Nominating Committee shall make recommendations to the Board
regarding the composition and responsibility of the Board committees.

10. The Corporate Governance/Nominating Committee shall review all conflicts of
interest which may arise from time to time regarding members of the Board
or executive officers and review and approve all related party transactions
which would require disclosure in the Company's proxy statement.

Adopted by the Board of Directors of
MACC Private Equities Inc. and
MorAmerica Capital Corporation
December 22, 2003

Please [ ]
Mark Here
for Address
Change or
Comments
SEE REVERSE SIDE

FOR WITHHOLD
all Authority
nominees for all nominees
1. To elect eight directors to serve until [ ] [ ]
the 2005 Annual Meeting of Shareholders
or until their respective successors
shall be elected and qualified;

NOMINEES:

01 Michael W. Dunn; 02 Jasja Kotterman;
03 Benjamin Jaravanon; 04 Kent I. Madsen;
05 Shane Robison; 06 Gordon J. Roth;
07 Marrina Walton; 08 Geoffrey Woosley

(INSTRUCTION: To withhold authority
to vote for any individual nominee,
write that nominees's name on the
space provided below.) I PLAN TO [ ]
ATTEND
________________________________ MEETING

FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To approve an investment Advisory Agreement
between the Corporation and Atlas Management
Partners LLC("Atlas");

3. To approve an Investment Advisory Agreement FOR AGAINST ABSTAIN
between MorAmerica Capital Corporation [ ] [ ] [ ]
("MorAmerica Capital") and Atlas;

4. To approve an Investment Advisory Support Services FOR AGAINST ABSTAIN
Agreement among the Corporation, MorAmerica [ ] [ ] [ ]
Capital, Atlas and InvestAmerica Investment
Advisors, Inc;

5. To approve amending the Corporation's Certificate FOR AGAINST ABSTAIN
of Incorporation to increase the number of authorized [ ] [ ] [ ]
shares of Common Stock of the Corporation from
4,000,000 to 10,000,000;

6. To authorize the Corporation to FOR AGAINST ABSTAIN
issue rights to acquire any [ ] [ ] [ ]
authorized shares of Common
Stock of the Corporation;

7. To authorize the Corporation FOR AGAINST ABSTAIN
to issue warrants, rights or [ ] [ ] [ ]
options to purchase, or
securities convertible into,
shares of the Corporation's
Common Stock;

8. To ratify the appointment of FOR AGAINST ABSTAIN
KPMG LLP as Independent auditors; [ ] [ ] [ ]
and

9. To transact such other business as may properly come
before the meeting and any adjournment thereof.

PLEASE SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.

SIGNATURE______________________SIGNATURE____________________DATE_______________

Please sign your name exactly as it appears hereon, if signing for estates,
trusts, corporations or partnerships, title or capacity should be stated, If
shares are held jointly, each holder should sign.

- FOLD AND DETACH HERE -

MACC PRIVATE EQUITIES INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 24, 2004

The undersigned hereby appoints Paul M. Bass, Jr., Robert A. Corney
and David R. Schroder and each of them, with full power of substitution, and
hereby authorizes them to represent the undersigned and to vote all of the
shares of Common Stock in MACC PRIVATE EQUITIES INC. (the "Corporation") held of
record by the undersigned on December 31, 2003, at the Annual Meeting of
Shareholders of the Corporation to be held on February 24, 2004 and any
adjournment(s) thereof.

This proxy when properly executed will be voted as directed by the
undersigned shareholder. If directions are not indicated, the proxy will be
voted to elect the nominees described in item 1 and for the proposals described
in items 2 through 8. The proxies, in their discretion, are further authorized
to vote (a) on matters which the Board of Directors did not know would be
presented at the Annual Meeting within the time period specified in the
Corporation's bylaws; and (b) on other matters which may properly come before
the Annual Meeting and any adjournments or postponements thereof.

(continued, and to be signed on reverse side)

Address Change/Comments (Mark the corresponding box on the reverse side)

- FOLD AND DETACH HERE -