Exhibit 2(b)

                            CERTIFICATE OF AMENDMENT
                                       TO
                                RESTATED BY-LAWS
                                       OF
                          PAINEWEBBER INVESTMENT TRUST

         The undersigned, being Vice President and Secretary of Brinson
Investment Trust ("Trust"), hereby certifies that the Trustees of the Trust duly
adopted the following resolutions, which amended the Restated By-Laws of the
Trust dated February 11, 1998 in the manner provided in such Restated By-Laws of
the Trust, at meetings held on May 9, 2001 and September 20, 2001:

                  RESOLVED, that the Restated By-Laws dated February 11, 1998
         be, and they hereby are, amended to change the name of the Trust from
         "PaineWebber Investment Trust" to "Brinson Investment Trust," in the
         following manner:

                  The Article I, Section 1.01 of the Restated By-Laws is
                  hereby amended to read as follows:

                  "Section 1.01. DECLARATION OF TRUST: These Restated By-Laws
         shall be subject to the Declaration of Trust, as from time to time in
         effect (the "Declaration of Trust"), of Brinson Investments Trust, the
         Massachusetts business trust established by the Declaration of Trust
         (the "Trust")."

         and be it further

                  RESOLVED, that the Restated By-Laws dated February 11, 1998
         be, and they hereby are, amended by adding a new Article III, Section
         3.07 to read as follows:

                   "RETIREMENT: 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: October 23, 2001
                                    By:   /s/ AMY R. DOBERMAN
                                          ------------------
                                          Name:  Amy R. Doberman
                                          Title: Vice President and Secretary

New York, New York (ss)

On this 23rd day of October, 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/ EVELYN DESIMONE
                                                   -----------------------------
                                                        Notary Public