EXHIBIT 23(a)(3)

                     BARR ROSENBERG VARIABLE INSURANCE TRUST

                               AMENDMENT NO. 2 TO
                       AGREEMENT AND DECLARATION OF TRUST

         The undersigned, being all of the trustees of Barr Rosenberg Variable
Insurance Trust, a Massachusetts business trust created and existing under an
Agreement and Declaration of Trust dated March 1, 1998, as amended, a copy of
which is on file in the Office of the Secretary of The Commonwealth of
Massachusetts (the "Trust"), having determined that the creation of a new Series
of the Trust is consistent with the fair and equitable treatment of all
Shareholders, do hereby direct that this Amendment No. 2 be filed with the
Secretary of The Commonwealth of Massachusetts and do hereby consent to and
adopt the following amendment to the Agreement and Declaration of Trust:

         1. The following sentence is added before the first sentence of Section
6 of Article III of the Agreement and Declaration of Trust:

                  "Without limiting the authority of the Trustees set forth in
         Section 5, INTER ALIA, to establish and designate any further Series or
         Classes of Shares or to modify the rights and preferences of any Series
         or Class, the "AXA Rosenberg VIT Value Long/Short Equity Fund" shall
         be, and is hereby, established and designated; and with respect to the
         AXA Rosenberg VIT Value Long/Short Equity Fund, the Class 1 Shares
         Class and Class 2 Shares Class, which may be issued by such Series from
         time to time, shall be, and are hereby, established and designated,
         both of which Classes shall have the respective rights and preferences
         as are set forth in the Plan attached as Exhibit 3.6 hereto as such
         Plan may be amended from time to time by the Board of Trustees."

         The foregoing amendment shall become effective upon execution by the
undersigned trustees. This amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one instrument.



           IN WITNESS WHEREOF, each of the undersigned Trustees as aforesaid do
hereto set their hands this 19th day of March, 2003.

                                           NILS HAKANSSON
                                   ---------------------------
                                           Nils Hakansson

                                            KENNETH REID
                                   ---------------------------
                                            Kenneth Reid

                                         WILLIAM F. SHARPE
                                  ----------------------------
                                         William F. Sharpe

                                          DWIGHT M. JAFFEE
                                  ----------------------------
                                          Dwight M. Jaffee


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