FORM OF
AMENDMENT TO DECLARATION OF TRUST OF
AETNA GUARANTEED EQUITY TRUST
Changing Name of Trust and Establishing and
Designating a New Series of Beneficial Interests
The undersigned, being a majority of the duly elected and qualified
Trustees of Aetna Guaranteed Equity Trust, a Massachusetts business trust (the
"Trust"), acting pursuant to Sections 1.1, 6.2 and 11.3 of the Declaration of
Trust dated March 9, 1987, as amended (the "Declaration of Trust"), hereby
change the name of the Fund to "Aetna GET Fund" and divide the shares of
beneficial interest of the Trust into and establish a separate series (the
"Fund") distinct from shares of the Trust previously issued but no longer
outstanding, with the Fund to have the following special and relative rights:
1. The Fund shall be designated as follows:
Series B
2. The Fund shall be authorized to hold cash and invest in securities and
instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended from time to
time. Each share of beneficial interest of the Fund ("share") shall be
redeemable as provided in the Declaration of Trust, shall be entitled to one
vote (or fraction thereof in respect of a fractional share) on matters on which
shares of the Fund shall be entitled to vote and shall represent a pro rata
beneficial interest in the assets allocated to the Fund. The proceeds of sales
of shares of the Fund, together with any income and gain thereon, less any
diminution or expenses thereof, shall irrevocably belong to the Fund, unless
otherwise required by law. Each share of the Fund shall be entitled to receive
its pro rata share of net assets of the Fund upon its liquidation.
3. Shareholders of the Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to the Fund as provided in, Rule 18f-2 under
the Investment Company Act of 1940, as amended, as from time to time in effect,
or any successor rule and in the Declaration of Trust.
4. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Fund now or hereafter created, or to otherwise change the
special and relative rights of any such Fund provided that such change shall not
adversely affect the rights of shareholders of a Fund.
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The foregoing shall be effective upon execution.
Shaun P. Mathews, as Trustee and not individually
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David L. Grove, as Trustee and not individually
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Morton Ehrlich, as Trustee and not individually
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Corine T. Norgaard, as Trustee and not individually
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Dated: October , 1993
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