EXHIBIT 10.1.b.

                                 EXHIBIT 10.1.b.

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








                 SECOND AMENDMENT TO MACC PRIVATE EQUITIES INC.
                          INVESTMENT ADVISORY AGREEMENT

     THIS SECOND AMENDMENT TO MACC PRIVATE EQUITIES INC. INVESTMENT ADVISORY
AGREEMENT (this "Second Amendment"), dated as of February 27, 2001, 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. 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, 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 an additional one-year term pursuant to the
First Amendment; and

     WHEREAS, at a meeting duly held on February 27, 2001, 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,
          2001 through February 28, 2002.

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

                                        MACC PRIVATE EQUITIES INC.


                                        By:   /s/ Xxxx X. Xxxx
                                           -------------------------------------
                                           Xxxx X. Xxxx, Chairman



                                        INVESTAMERICA INVESTMENT
                                         ADVISORS, INC.

                                        By:   /s/ Xxxxx X. Xxxxxxxx
                                           -------------------------------------
                                           Xxxxx X. Xxxxxxxx, President