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
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Turner Swan, Secretary
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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
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Notary Public