Exhibit 1(b)

                              Amended and Restated
                           Certificate of Designation

                            MERCURY HW VARIABLE TRUST

      The  undersigned,  being the  Secretary of the Mercury HW Variable  Trust,
formerly known as Hotchkis and Wiley Variable Trust (hereinafter  referred to as
the "Trust"),  a trust with  transferable  shares of the type commonly  called a
Massachusetts  business  trust,  DOES  HEREBY  CERTIFY  that,  pursuant  to  the
authority conferred upon the Trustees of the Trust by Article FOURTH,  paragraph
1(a) of the  Declaration  of Trust  dated  February  4, 1997 and filed  with the
Secretary of the  Commonwealth of  Massachusetts on February 4, 1997, as amended
to date  (hereinafter  referred to as the  "Declaration  of Trust"),  and by the
affirmative vote of a majority of the Trustees at a meeting duly called and held
on July 10, 2000,  the Amended and Restated  Certificate  of  Designation  dated
September  15,  2000  and  filed  with  the  Secretary  of the  Commonwealth  of
Massachusetts  on September 28, 2000 is hereby  further  amended and restated in
its entirety as follows:

      The  shares of  beneficial  interest  of the Trust are  divided  into four
separate series, each series to have the following special and relative rights:

      (1) The series shall be designated as follows:

          Mercury HW Large Cap Value VIP Series

          Mercury HW International Value VIP Series

          Mercury Low Duration VIP Series

          Mercury Total Return Bond VIP Series

      (2) Each  series  shall  be  authorized  to  invest  in cash,  securities,
instruments  and other  property as from time to time  described  in the Trust's
then  currently  effective  registration  statement  under the Securities Act of
1933.

      (3) The shares of  beneficial  interest  of each series of the Trust shall
consist of a single  class;  provided,  however,  that the Trustees  reserve the
right to  hereafter  create  one or more



classes of shares of any series of the Trust.  An unlimited  number of shares of
each series may be issued.

      (4)  Shareholders  of each  series  shall vote as a separate  class on any
matter to the extent  required  by, and any matter  shall be deemed to have been
effectively acted upon with respect to any series as provided in, Rule 18f-2, as
from time to time in effect,  under the 1940 Act, or any  successor  rule and by
the Declaration of Trust.

      (5) The assets and  liabilities of the Trust shall be allocated  among the
above-referenced  series as set forth in  paragraph  6 of Article  FOURTH of the
Declaration of Trust, except that the liabilities,  expenses,  costs, charges or
reserves of the Trust which are not readily  identifiable  as  belonging  to any
particular  series shall be allocated among the series (a) on the basis of their
relative average daily net assets, (b) as incurred on a specific  identification
basis  or  (c)  evenly  among  the  series,  depending  on  the  nature  of  the
expenditure.

      (6) The Trustees  (including any successor  Trustees) shall have the right
at any  time and from  time to time to  reallocate  expenses  or to  change  the
designation of any series now or hereafter  created,  or to otherwise change the
special and relative  rights of any such series  provided that such change shall
not adversely affect the rights of holders of shares of a series.

      IN WITNESS WHEREOF, the undersigned has set his hand and seal this 5th day
of January, 2001.

                                       /s/ Turner Swan
                                       ----------------------------------
                                       Turner Swan, Secretary


                                      -2-



                                 ACKNOWLEDGMENT

STATE OF CALIFORNIA         )
                            ) SS                                 January 5, 2001
COUNTY OF LOS ANGELES       )

      Then personally appeared before me the above named Turner Swan, Secretary,
and acknowledged the foregoing instrument to be his free act and deed.

                                       /s/ Katie Lim
                                       ----------------------------------
                                                 Notary Public