Ex-99.d.10c

                         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)
                                        /s/ Carolyn M. Burke
                                        -----------------------------------
                                        Carolyn M. Burke, Secretary
                                        The Brinson Funds



       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



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.