AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT

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                                                                EXHIBIT 23(d)-2b


                                 AMENDMENT NO. 2
                                       TO
                          INVESTMENT ADVISORY AGREEMENT

                       XXXXXX IPT - GROWTH AND INCOME FUND
                (A SERIES OF XXXXXX INSTITUTIONAL PRODUCTS TRUST)

         This AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT (the "Amendment")
is made effective as of the 1st day of May, 2001, between XXXXXX LLC, a Nevada
limited liability company, and XXXXXX INSTITUTIONAL PRODUCTS TRUST, a Delaware
business trust (the "Trust"), with respect to XXXXXX IPT - GROWTH AND INCOME
FUND (the "Fund"), a series of the Trust.

                                    RECITALS

         X. Xxxxxx Associates, Inc., and the Trust entered into that certain
Investment Advisory Agreement dated April 16, 1996 (the "Agreement"), setting
forth the terms and conditions under which the Trust has appointed Xxxxxx
Associates, Inc., as investment advisor for the Fund.

         B. Effective September 30, 1999, Xxxxxx Associates, Inc., assigned and
transferred all its rights, interests, duties and obligations, including its
rights, interests, duties and obligations under the Agreement, to its
subsidiary, Xxxxxx LLC, in an assignment and transfer approved by the Trustees
of the Trust. Accordingly, all compensation paid hereafter by the Trust for
investment advisory services rendered to the Fund under the Agreement is to be
paid to Xxxxxx LLC rather than to Xxxxxx Associates, Inc.

         X. Xxxxxx LLC and the Trust desire to set forth herein their mutual
agreement to change the name of Xxxxxx IPT-Growth and Income Fund to Xxxxxx
IPT-Large Cap Growth Fund under the Agreement.

                                    AGREEMENT

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

         Change the name of Xxxxxx IPT-Growth and Income Fund to Xxxxxx
IPT-Large Cap Growth Fund.

         This Agreement, as amended, shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the date and year first above written.

XXXXXX LLC                             XXXXXX INSTITUTIONAL PRODUCTS TRUST, with
                                       respect to the series known as the XXXXXX
                                       IPT- GROWTH AND INCOME FUND

By:                                    By:
   --------------------------------       --------------------------------------
     Xxxx X. Xxxxxxxx                        Xxxx X. Xxxxxxxx
     President                               President