EXHIBIT 2
BY-LAWS
OF
XXX XXX VARIABLE INSURANCE PRODUCTS TRUST
ARTICLE 1
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Aqreement and Declaration
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of Trust and Principal Office
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1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to
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the Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of Xxx Xxx Variable Insurance Products Trust, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2 Principal office of the Trust. The principal office of the Trust shall
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be located in New York, New York.
ARTICLE 2
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Meetings of Trustees
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2.1 Regular Meetings. Regular meetings of the Trustees may be held without
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call or notice at such places and at such times as the Trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held at any
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time and at any place designated in the call of the meeting when called by
the Chairman of the Trustees, the President or the Treasurer or by two or
more Trustees, sufficient notice thereof being given to each Trustee by the
Secretary or an Assistant Secretary or by the officer of the Trustees calling
the meeting.
2.3 Notice. It shall be sufficient notice to a Trustee of a special meeting
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to send notice by mail at least forty-eight hours or by telegram at least
twenty-four hours before the meeting addressed to the Trustee at his or her
usual or last known business or residence address or to give notice to him or
her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends the meeting without pro-
testing prior thereto or at its commencement the lack of notice to him or her.
Neither notice of a meeting nor a waiver of a notice need specify the purposes
of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of the Trustees then
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in office shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
2.5 Participation by Telephone. One or more of the Trustees or of any
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committee of the Trustees may participate in a meeting thereof by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
ARTICLE 3
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Officers
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3.1 Enumeration: Qualification. The officers of the Trust shall be a
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Chairman of the Trustees, a President, a Treasurer, a Secretary and such other
officers, including Vice Presidents, if any, as the Trustees from time to time
may in their discretion elect. The Trust may also have such agents as the
Trustees from time to time may in their discretion appoint. The Chairman of the
Trustees shall be a Trustee and may but need not be a shareholder; and any other
officer may be but none need be a Trustee or shareholder. Any two or more
offices may be held by the same person.
3.2 Election. The Chairman of the Trustees, the President, the Treasurer,
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and the Secretary shall be elected annually by the Trustees at a meeting held
within the first four months of the Trust's fiscal year. The meeting at which
the officers are elected shall be known as the annual meeting of Trustees. Other
officers, if any, may be elected or appointed by the Trustees at said meeting or
at any other time. Vacancies in any office may be filled at any time.
3.3 Tenure. The Chairman of the Trustees, the President, the Treasurer,
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and the Secretary shall hold office until the next annual meeting of the
Trustees and until their respective successors are chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office and each agent shall retain
authority at the pleasure of the Trustees.
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3.4 Powers. Subject to the other provisions of these By-Laws, each officer
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shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
3.5 Chairman; President. Unless the Trustees otherwise provide, the
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Chairman of the Trustees, or, if there is none, or in the absence of the
Chairman, the President shall preside at all meetings of the shareholders and
of the Trustees. The President shall be the chief executive officer.
3.6 Vice President. The Vice President, or if there be more than one Vice
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President, the Vice Presidents in the order determined by the Trustees (or if
there be no such determination, then in the order of their election) shall in
the absence of the President or in the event of his inability or refusal to act,
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Trustees may from time to time prescribe.
3.7 Treasurer. The Treasurer shall be the chief financial officer of the
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Trust, and shall, subject to the provisions of the Declaration of Trust and to
any arrangement made by the Trustees with a custodian, investment adviser or
manager, or transfer, shareholder servicing or similar agent, be in charge of
the valuable papers, and shall have such other duties and powers as may be
designated from time to time by the Trustees or by the President.
3.8 Controller. The Controller, or if there shall be more than one, the
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Controllers in the order determined by the Trustees (or if there be no such
determination, then in the order of their election), shall, in the absence of
the Treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the power of the Treasurer and shall perform such other
duties and have such other powers as the Board of Trustees may from time to time
prescribe. The Controller shall be responsible for books of account and
accounting records of the Trust.
3.9. Secretary. The Secretary shall record all proceedings of the
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shareholders and the Trustees in books be kept therefor, which books or a copy
thereof shall be kept at the principal office of the Trust. In the absence of
the Secretary from any meeting of the shareholders or Trustees, an assistant
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secretary, or if there be none or if he or she is absent, a temporary secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books.
3.10 Assistant Secretary. The Assistant Secretary, or if there be more than
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one, the Assistant Secretaries in the order determined by the Trustees (or if
there be no determination, then in the order of their election), shall, in the
absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Trustees may from
time to time prescribe.
3.11 Resignations and Removals. Any Trustee or officer may resign at any
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time by written instrument signed by him or her and delivered to the Chairman,
the President or the Secretary or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by then with or without cause.
Except to the extent expressly provided in a written agreement with the Trust,
no Trustee or officer resigning and no officer removed shall have any right to
any compensation for any period following his or her resignation or removal, or
any right to damages on account of such removal.
ARTICLE 4
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COMMITTEES
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4.1 General. The Trustees, by vote of a majority of the Trustees then in
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office, may elect from their number an Executive Committee or other committees
and may delegate thereto some or all of their powers except those which by law,
by the Declaration of Trust, or by these By-Laws may not be delegated. Except as
the Trustees may otherwise determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Trustees or in
such rules, its business shall be conducted so far as possible in the same
manner as is provided by these By-Laws for the Trustees themselves. All members
of such committees shall hold such offices at the pleasure of the Trustees. The
Trustees may abolish any such committee at any time. Any committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its action to the Trustees. The Trustees shall have
power to ^xxxx^ any action of any committee, but no such rescission shall have
retroactive effect.
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ARTICLE 5
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Reports
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5.1 General. The Trustees and officers shall render reports at the time
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and in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall tender such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
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Fiscal Year
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6.1 General. The fiscal year of the Trust shall be fixed by resolution of
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the Trustees.
ARTICLE 7
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Seal
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7.1 General. The seal of the Trust shall consist of a flat-faced die with
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the word "Massachusetts", together with the name of the Trust and the year of
its organization cut or engraved thereon, but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
ARTICLE 8
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Execution of Papers
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8.1 General. Except as the Trustees may generally or in particular cases
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authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President, any Vice President, or by the Treasurer and need not bear the
seal of the Trust.
ARTICLE 9
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Issuance of Share Certificates
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9.1 Share Certificates. In lieu of issuing certificates for shares, the
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Trustees or the transfer agent may either issue
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receipts therefor or may keep accounts upon the books of the Trust for the
record holders of such shares, who shall in either case be deemed, for all
purposes hereunder to be accepted such certificates and shall be held to have
expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share certificates
either in limited cases or to all shareholders. In that event, a shareholder may
receive a certificate starting the number of shares owned by him, in such form
as shall be prescribed from time to time by the Trustees. Such certificate shall
be signed by the president or a vice president and by the treasurer or assistant
treasurer. Such signatures may be facsimiles if the certificate is signed by a
transfer agent, or by registrar, other than a Trustee, officer or employee of
the Trust. In case any officer who has signed or whose facsimile signature has
been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with he same effect as if
he were such officer at the time of its issue.
9.2 Loss of Certificates. In case of the alleged loss or destruction or
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the mutation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
9.3 Issuance of New Certificate to Pledgee. A Pledgee of shares
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transferred as collateral security shall be entitled to a new certificate if
the instrument of transfer substantially describes the debt or duty that is
intended to be secured thereby. Such new certificate shall express on its face
that shall be stated thereon, who alone shall be liable of the pledgor
shareholder, and entitled to vote thereon.
9.4 Discontinuance of Issuance of Certificates. The Trustees may at any
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time discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of shares certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the ownership
of shares in the Trust.
ARTICLE 10
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Dealings with Trustees and Officers
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10.1 General. Any Trustee, officer or other agent of the Trust may acquire,
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own and dispose of shares of the Trust to the same extent as if he were not a
Trustee, officer or agent;
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and the Trustees may accept subscriptions to shares or repurchase shares from
any firm or company in which any Trustee, officer or other agent of the Trust
may have an interest.
ARTICLE 11
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Amendments to the By-Laws
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11.1 General. These By-Laws may be amended or repealed, in whole or in
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part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
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