EX-99.d.18.a


                     FORM OF CERTIFICATE OF THE SECRETARY
                                      of
                               THE BRINSON FUNDS

    RESOLUTIONS RESTATING THE INVESTMENT ADVISORY AGREEMENT FOR U.S. REAL
                              ESTATE EQUITY FUND

     Pursuant to Article V, Section 9 of the By-Laws, dated August 9, 1993, 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 7, 2000, is a true and
     complete copy of the resolutions adopted by the Board of Trustees of the
     Trust (the "Resolutions") with respect to the restatement of the Investment
     Advisory Agreement for the U.S. Real Estate Equity 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 May 21, 2001 at which a
     quorum was present and acting throughout 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 21st day of May, 2001.




(Trust Seal)


                                                     ___________________________
                                                     Amy R. Doberman, Secretary
                                                     The Brinson Funds


        Resolutions Adopted May 21, 2001 and Incorporated by Reference
                  Into the Agreement and Declaration of Trust
                             of The Brinson Funds
                             dated August 9, 1993
                  Pursuant to Article III, Section 6 thereof

     RESOLUTIONS RESTATING THE INVESTMENT ADVISORY AGREEMENT OF THE U.S.
                        REAL ESTATE EQUITY FUND SERIES

     RESOLVED, that the proposed restated Investment Advisory Agreements between
the Trust and the Advisor, resulting from the: (i) addition of the Brinson Fund-
Class A shares, the Brinson Fund-Class B shares and the Brinson Fund-Class C
shares; (ii) the redesignation of the Brinson Fund-Class I shares as the Brinson
Fund-Class Y shares; and (iii) the dissolution and liquidation of the UBS
Investment Funds class of shares and Brinson Fund-Class N class of shares of
each series of the Trust, are hereby approved; and

     FURTHER RESOLVED, that the appropriate officers of the Trust are hereby
authorized and directed to execute the restated Investment Advisory Agreements,
with such additional modifications as the officers of the Trust, with the advice
of Trust counsel, shall deem appropriate, or as may be required to conform with
the requirements of any applicable statute, regulation or regulatory body.