Exhibit (2)(b)

                            CERTIFICATE OF AMENDMENT
                                       TO
                                     BY-LAWS
                                       OF
                       MITCHELL HUTCHINS LIR MONEY SERIES

         The undersigned, being Vice President and Secretary of Brinson Money
Series ("Trust"), hereby certifies that the Trustees of the Trust duly adopted
resolutions which amended the By-Laws of the Trust dated April 29, 1998 (the
"By-Laws") in the manner provided in the By-Laws, at meetings held on May 9,
2001 and September 20, 2001, as follows:


         1.       Trust Name

                  The By-Laws dated April 29, 1998 were amended to reflect the
         change in the name of the Trust from "Mitchell Hutchins LIR Money
         Series" to "Brinson Money Series"


         2.       Retirement Policy

                  Article II, Section 3 of the By-Laws was deleted in its
         entirety and replaced by the following:

         "Section 3. Retirement of Trustees. Each Trustee who has attained the
         age of seventy-two (72) years shall retire from service as a Trustee on
         the later of (a) the last day of the month in which he or she attains
         such age or (b) June 30, 2003. Notwithstanding anything in this
         Section, a Trustee may retire at any time as provided for in the
         governing instrument of the Trust."







Dated: December 19, 2001
                                            By: /s/ Amy R. Doberman
                                                ---------------------
                                            Name: Amy R. Doberman
                                            Title: Vice President and Secretary


New York, New York (ss)

On this 19th day of December, 2001, before me personally appeared Amy R.
Doberman, to me personally known, who, being by me duly sworn, did say that she
is Vice President and Secretary of the above-referenced Trust and acknowledged
that she executed the foregoing instrument as her free act and deed.


                                                 /s/ Victoria Drake
                                                 -------------------
                                                 Notary Public