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                                 EXHIBIT 10.1.d.

                FOURTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
                       BETWEEN MACC PRIVATE EQUITIES INC.
                   AND INVESTAMERICA INVESTMENT ADVISORS, INC.


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                 FOURTH AMENDMENT TO MACC PRIVATE EQUITIES INC.
                          INVESTMENT ADVISORY AGREEMENT

      THIS FOURTH AMENDMENT TO MACC PRIVATE EQUITIES INC. INVESTMENT ADVISORY
AGREEMENT (this "Fourth Amendment"), dated as of February 25, 2003, amends the
terms of the MACC Private Equities Inc. Investment Advisory Agreement (the
"Agreement") dated as of March 1, 1998, between MACC Private Equities Inc. (the
"Corporation") and InvestAmerica Investment Advisors, Inc. ("InvestAmerica"), as
amended by the First Amendment to MACC Private Equities Inc. Investment Advisory
Agreement, dated as of February 22, 2000 (the "First Amendment"), and as further
amended by the Second Amendment to MACC Private Equities Inc. Investment
Advisory Agreement, dated as of February 27, 2001 (the "Second Amendment") and
the Third Amendment to MACC Private Equities Inc. Investment Advisory Agreement,
dated as of February 26, 2002 (the "Third Amendment"). All terms and conditions
of the Agreement shall remain in full force and effect except as expressly
amended herein. All capitalized terms used but not defined herein shall have
their respective meanings as set forth in the Agreement.

      WHEREAS, the original term of the Agreement was for two years from the
date thereof, through February 29, 2000, subject to annual continuance
thereafter in accordance with Section 15 of the Investment Company Act of 1940,
as amended, by the vote of a majority of the Board of Directors of the
Corporation who are not interested persons of InvestAmerica, or by the vote of
the holders of a majority of the Corporation's outstanding voting securities;
and

      WHEREAS, on February 22, 2000, February 27, 2001 and February 26, 2002, a
majority of the Board of Directors of the Corporation who are not interested
persons of InvestAmerica, determined to extend the term of the Agreement for
additional one-year terms pursuant to the First Amendment, the Second Amendment
and the Third Amendment; and

      WHEREAS, at a meeting duly held on February 25, 2003, a majority of the
Board of Directors of the Corporation who are not interested persons of
InvestAmerica, having requested from InvestAmerica and received and evaluated
such information as deemed reasonably necessary to evaluate the terms of the
Agreement, determined that the continuance of the Agreement for an additional
one-year term was in the best interests of the Corporation.

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

            Pursuant to Section 7 of the Agreement, the term of the Agreement
            shall be continued in effect for a one-year period from February 28,
            2003 through February 29, 2004.


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      IN WITNESS WHEREOF, the undersigned have executed this FOURTH AMENDMENT as
of the year and date first above written.

                                        MACC PRIVATE EQUITIES INC.


                                        By: /s/ Paul M. Bass
                                            ------------------------------------
                                            Paul M. Bass, Chairman

                                        INVESTAMERICA INVESTMENT ADVISORS, INC.


                                        By: /s/ David R. Schroder
                                            ------------------------------------
                                            David R. Schroder, President


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