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Ex-99.d.10c
FORM OF CERTIFICATE OF THE SECRETARY
of
THE BRINSON FUNDS
RESOLUTIONS AMENDING AND RESTATING THE INVESTMENT ADVISORY
AGREEMENT FOR THE U.S. SMALL CAP GROWTH FUND SERIES
Pursuant to the Investment Advisory Agreement dated December 18, 1998 of
The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does
hereby certify the following:
1. She is the duly elected, qualified and acting Secretary of the Trust.
2. Attached hereto and incorporated by reference into the Trust's
Investment Advisory Agreement dated December 18, 1998, is a true and
complete copy of the resolutions adopted by the Board of Trustees of the
Trust (the "Resolutions") with respect to the amendment and restatement of
the Investment Advisory Agreement for the U.S. Small Cap Growth Fund series
of the Trust.
3. The Resolutions were unanimously adopted by the Trust's Board of
Trustees at a meeting duly called and held on August 21, 2000 and, unless
subsequently amended by resolutions duly adopted by the Board of Trustees
of the Trust, have remained in full force and effect as of the date hereof.
IN WITNESS WHEREOF, the undersigned has caused this certificate to be
signed on this 21/st/ day of August, 2000.
(Trust Seal)
________________________________
Carolyn M. Burke, Secretary
The Brinson Funds
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Resolutions Adopted August 21, 2000 and Incorporated by Reference
Into the Investment Advisory Agreement
dated December 18, 1998
RESOLUTIONS AMENDING AND RESTATING THE INVESTMENT ADVISORY
AGREEMENT FOR THE U.S. SMALL CAP GROWTH FUND SERIES
WHEREAS, the Board of Trustees, including the Trustees who are not parties
to any of the Investment Advisory Agreements (the "Advisory
Agreements") between the Trust, on behalf of each of the Trust's
series, and Brinson Partners, Inc. (the "Advisor"), and who are
not "interested persons" (as that term is defined in the 1940
Act) of any party to the Advisory Agreements (the "Non-Interested
Trustees"), has determined that appointing a sub-advisor to
manage the U.S. Small Cap Growth Fund, U.S. Large Cap Growth
Fund, High Yield Fund, Global Biotech Fund, Global Technology
Fund and U.S. Real Estate Equity Fund (collectively, the "Sub-
Advised Series") is in the best interests of the Trust, the Sub-
Advised Series and their shareholders; and
WHEREAS, the Advisory Agreements do not currently permit the Advisor to
delegate any of its advisory responsibilities under the Advisory
Agreements and, therefore, the Advisory Agreements for each of
the Sub-Advised Series must be amended in order to appoint a
sub-advisor; and
WHEREAS, the Board of Trustees, including the Non-Interested Trustees, has
determined that amending the Sub-Advised Series' Advisory
Agreements to allow for the appointment of a sub-advisor is in
the best interests of the Trust, the Sub-Advised Series and their
shareholders;
NOW, THEREFORE, BE IT
RESOLVED, that the form, terms and conditions of each of the Sub-Advised
Series' Advisory Agreements, as amended, by and between the Trust
and the Advisor, in substantially the form presented at this
meeting, with such changes thereto as may be recommended by Trust
counsel, are hereby approved by the Board of Trustees (all
Trustees voting) and separately by the Non-Interested Trustees;
and
FURTHER
RESOLVED, that each of the Sub-Advised Series' Advisory Agreements, as
amended, be submitted, together with the Board's recommendation
that the Sub-Advised Series' Advisory Agreements, as amended, be
approved, to the shareholders of each respective Sub-Advised
Series for consideration and approval at the Special Meeting of
Shareholders of the Sub-Advised Series that is to be held on or
about October 30, 2000; and
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FURTHER
RESOLVED, that, subject to shareholder approval, the appropriate officers
of the Trust are hereby authorized and directed to enter into and
execute each such Advisory Agreement, with such modifications as
the officer executing the Advisory Agreement may determine, with
the advice of Trust counsel, to be necessary or appropriate or as
may be required to conform with the requirements of any
applicable statute, regulation or regulatory body.
