As filed with the Securities and Exchange File No. 33-88334
Commission on June 7, 1996 File No. 811-8934
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 4
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 4
AETNA GENERATION PORTFOLIOS, INC.
(Exact Name of Registrant as Specified in Charter)
151 Farmington Avenue RE4C, Hartford, Connecticut 06156
(Address of Principal Executive Offices)
(860) 273-7834
(Registrant's Telephone Number, including Area Code)
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue RE4C, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (Check appropriate space):
- ------ immediately upon filing pursuant to paragraph (b) of Rule 485
- ------ on _______________________ pursuant to paragraph (b) of Rule 485
- ------ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
X on June 20, 1996 pursuant to paragraph (a)(1) of Rule 485 (a Rule 461
- ------ Request for Acceleration is attached)
- ------ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
- ------ on _______________________ pursuant to paragraph (a)(2) of Rule 485
Aetna Generation Portfolios, Inc. has registered an indefinite number of its
securities under the Securities Act of 1933 pursuant to Rule 24f-2 of the
Investment Company Act of 1940. The Registrant filed its Rule 24f-2 Notice for
its fiscal year ended December 31, 1995 on February 29, 1996.
<PAGE>
PARTS A and B
The Prospectus and the Statement of Additional Information are incorporated into
Part A and Part B of this Post-Effective Amendment No. 4, respectively, by
reference to Post-Effective Amendment No. 3 to the Registration Statement on
Form N-1A (File No. 33-88334), as filed electronically on April 25, 1996.
<PAGE>
AETNA GENERATION PORTFOLIOS, INC.
Supplement dated June 20, 1996
to Prospectus dated May 1, 1996
The information in this supplement updates and amends the information contained
in the Prospectus dated May 1, 1996 (the "Prospectus") and should be read with
that Prospectus. Capitalized terms are defined in the Prospectus.
(bullet) The following replaces the footnote * on page 3 of the Prospectus.
* These amounts are not annualized. The performance data for periods prior to
August 1, 1996 reflect deduction of an investment advisory fee at an annual
rate of 0.50% of each Portfolio's average daily net assets, and deductions
for the Portfolio's administrative services and other expenses at cost prior
to May 1, 1996, and at an annual rate of 0.15% of average daily net assets
thereafter. Performance data above is for each Portfolio and not for the
separate accounts investing in the Portfolios. Therefore, the performance
does not reflect insurance charges for mortality and expense risks, contract
maintenance charges, deferred sales charges or other charges relating to the
separate account using the Portfolios for VA Contracts or VLI Policies.
Inclusion of these expenses would reduce the total return figures.
(bullet) The following replaces the Subsection entitled "Investment Adviser" on
page 12 of the Prospectus:
Investment Adviser. Aetna Life Insurance and Annuity Company ("ALIAC" or the
"Investment Adviser"), serves as the investment adviser for each of the
Portfolios. ALIAC is a Connecticut insurance corporation with its principal
offices located at 151 Farmington Avenue, Hartford, Connecticut 06156. It is an
indirect wholly owned subsidiary of Aetna Retirement Services, Inc., which is in
turn a wholly owned subsidiary of Aetna Life and Casualty Company. ALIAC is
registered with the SEC as an investment adviser and is responsible for managing
over $22 billion in assets including those held by the Portfolios. ALIAC
receives a management fee at an annual rate of 0.50% through July 31, 1996, and
thereafter, 0.60% of the average daily net assets of each of the Portfolios,
payable monthly.
Subadviser. The Company and ALIAC have engaged Aeltus Investment Management,
Inc. (Aeltus) as Subadviser of each Portfolio effective August 1, 1996. Aeltus
is a Connecticut corporation with its principal offices located at 242 Trumbull
Street, Hartford, Connecticut 06156. Aeltus is also an indirect wholly owned
subsidiary of Aetna Retirement Services, Inc. Aeltus is registered as an
investment adviser with the SEC. All of the current investment personnel of
ALIAC, including those listed below, will assume comparable positions with
Aeltus as of August 1, 1996 and will continue to provide investment services to
each Portfolio.
Under the Subadvisory agreement, Aeltus is responsible for managing the assets
of each Portfolio in accordance with each Portfolio's investment objective and
policies subject to the supervision of ALIAC, the Company and the Company's
Directors. Aeltus determines what securities and other instruments are purchased
and sold by each Portfolio and handles certain related accounting and
administrative functions, including determining each Portfolio's net asset value
on a daily basis and preparing and providing such reports, data and information
as ALIAC or the Directors request from time to time.
ALIAC has overall responsibility for monitoring the investment program
maintained by the Subadviser for compliance with applicable laws and
regulations, and each Portfolio's investment objective and policies.
(bullet) The following replaces the first sentence in the Subsection entitled
"Portfolio Management" on page 5 of the Prospectus:
Portfolio Management. Kevin M. Means, Chief Equity Officer, Aeltus as of
August 1, 1996 and Chief Equity Officer, ALIAC since July 1994, has been the
lead portfolio manager for the Portfolios since the Portfolios' inception in
July 1995.
<PAGE>
AETNA GENERATION PORTFOLIOS, INC.
Supplement dated June 20, 1996
to Statement of Additional Information dated May 1, 1996
The information in this supplement updates and amends the information contained
in the Statement of Additional Information dated May 1, 1996 (the "Statement")
and should be read with that Statement. Capitalized terms are defined in the
Statement or the Prospectus.
(bullet) The following replaces the chart on pages 18 and 19 of the Statement:
- ----------------------- ----------------- --------------------------------------
Principal Occupation During Past Five
Position(s) Years (and Positions held with
Name, Address and Age Held Affiliated Persons or Principal
with Registrant Underwriters of the Registrant)
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Shaun P. Mathews * Director and Vice President/Senior Vice President,
151 Farmington Avenue President ALIAC, March 1991 to present and Vice
Hartford, Connecticut President, Aetna Life Insurance
Age 40 Company, 1991 to present. Director
and President, Aetna Investment
Services, Inc.; and Director and Vice
President, Aetna Insurance Company of
America.
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Wayne F. Baltzer Vice President Assistant Vice President, ALIAC, May
151 Farmington Avenue 1991 to present; Vice President, Aetna
Hartford, Connecticut Investment Services, Inc.
Age 52
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Martin T. Conroy Vice President Assistant Treasurer, ALIAC, October
151 Farmington Avenue 1991 to present; Executive Vice
Hartford, Connecticut President and Director of Fund
Age 56 Accounting, The Boston Company, Inc.,
June 1988 to October 1991.
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
J. Scott Fox Vice President Director, Chief Operating Officer,
151 Farmington Avenue and Treasurer Chief Financial Officer and Treasurer,
Hartford, Connecticut Aeltus Investment Management, Inc.
Age 41 (Aeltus), April 1994 to present;
Managing Director and Treasurer,
Equitable Capital Management Corp.,
March 1987 to September 1993.
Director and Chief Financial Officer,
Aeltus Capital, Inc. and Aeltus Trust
Company Inc.; Director, President and
Chief Executive Officer, Aetna
Investment Management, (Bermuda)
Holding, Ltd.
- ----------------------- ----------------- --------------------------------------
<PAGE>
- ----------------------- ----------------- --------------------------------------
Susan E. Bryant Secretary Counsel, Aetna Life and Casualty
151 Farmington Avenue Company, March 1993 to present;
Hartford, Connecticut General Counsel and Corporate
Age 48 Secretary, First Investors
Corporation, April 1991 to March
1993. Secretary, Aetna Investment
Services, Inc. and Vice President and
Senior Counsel, Aetna Financial
Services, Inc.
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Morton Ehrlich Director Chairman and Chief Executive Officer,
1000 Venetian Way Integrated Management Corp. (an
Miami, Florida entrepreneurial company) and Universal
Age 61 Research Technologies, 1992 to
present; Director and Chairman,
Audit Committee, National Bureau of
Economic Research, 1985 to 1992;
President, LIFECO, Travel Services
Corp., October 1988 to December
1991.
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Maria T. Fighetti Director Manager/Attorney, Health Services, New
325 Piermont Road York City Department of Mental Health,
Closter, New Jersey Mental Retardation and Alcohol
Age 52 Services, 1973 to present.
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
David L. Grove Director Private Investor; Economic/Financial
5 The Knoll Consultant, December 1985 to present.
Armonk, New York
Age 78
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Timothy A. Holt* Director Director, Senior Vice President and
151 Farmington Avenue Chief Financial Officer, ALIAC,
Hartford, Connecticut February 1996 to present; ; Vice
Age 43 President, Portfolio
Management/Investment Group, Aetna
Life and Casualty Company, June 1991
to February 1996. Director, Aetna
Retirement Holdings Services, Inc.
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Daniel P. Kearney* Director Director, President, and Chief
151 Farmington Avenue Executive Officer, ALIAC, December
Hartford, Connecticut 1993 to present; Executive Vice
Age 56 President, Aetna Life and Casualty
Company, December 1993 to present;
Group Executive, Aetna Life and
Casualty Company, 1991 to 1993;
Director, Aetna Investment
Services, Inc., November 1994 to
present; Director, Aetna Insurance
Company of America, May 1994 to
present.
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Sidney Koch Director Financial Adviser, self-employed,
455 East 86th Street January 1993 to present; Senior
New York, New York Adviser, Daiwa Securities America,
Age 61 Inc., January 1992 to January 1993;
Executive Vice President, Member of
Executive Committee, Daiwa Securities
America, Inc., January 1986 to January
1992.
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Corine T. Norgaard** Director, Chair Professor, Accounting and Dean of the
School of Management Audit Committee School of Management, Binghamton
Binghamton University and Contract University, (Binghamton, NY), August
Binghamton, New York Committee 1993 to present; Professor,
Age 58 Accounting, University of Connecticut,
(Storrs, Connecticut), September 1969
to June 1993; Director, The Advest
Group (holding company for brokerage
firm).
- ----------------------- ----------------- --------------------------------------
- ----------------------- ----------------- --------------------------------------
Richard G. Scheide Director Trust and Private Banking Consultant,
11 Lily Street David Ross Palmer Consultants, July
Nantucket, 1991 to present; Executive Vice
Massachusetts President and Manager, Bank of New
Age 66 England, N.A., June 1976 to July 1991.
- ----------------------- ----------------- --------------------------------------
* Interested persons as defined in the Investment Company Act of 1940 (1940
Act).
** Dr. Norgaard is a director of a holding company that has as a subsidiary a
broker-dealer that sells contracts for Aetna Life Insurance and Annuity
Company. The Portfolios are offered as investment options under the
contracts. Her position as a director of the holding company may cause her
to be an "interested person" for purposes of the 1940 Act.
(bullet) The following replaces the first sentence in the section entitled
"Control Persons and Principal Shareholders" on page 20 of the
Statement:
As of May 31, 1996, all of the shares of the Generation Portfolios were owned by
insurance companies as depositors of separate accounts which are used to fund
variable annuity contracts ("VA Contracts") and variable life insurance policies
("VLI Policies").
(bullet) The following replaces the sections entitled "Investment Advisory
Agreement" and "Administrative Services Agreement" on pages 21 and 22
of the Statement:
INVESTMENT ADVISORY AGREEMENT
The Company, on behalf of each Portfolio, has entered into Investment Advisory
Agreements (Advisory Agreements) appointing ALIAC as the Investment Adviser of
each Portfolio. These Advisory Agreements
<PAGE>
were adopted by the Board of Directors in February 1996 and approved by the
shareholders in June 1996. Each Advisory Agreement will initially be effective
from August 1, 1996 through December 31, 1997. The Advisory Agreements will
remain in effect thereafter if approved at least annually by a majority of the
Directors, including a majority of the Directors who are not "interested
persons" of the Company, at a meeting, called for that purpose, and held in
person. Each Advisory Agreement may be terminated as to a particular Portfolio
without penalty at any time by the Directors or by a majority vote of the
outstanding voting securities of that Portfolio, or they may be terminated on
sixty days' written notice by ALIAC. The Advisory Agreements terminate
automatically in the event of assignment.
These Advisory Agreements replace agreements with ALIAC that were initially
approved by shareholders at the Portfolios' inception. The initial agreements
will remain in effect until August 1, 1996. Under the Advisory Agreements and
subject to the direction of the Board of Directors of the Company, ALIAC has
responsibility for supervising all aspects of the operations of each Portfolio
including the selection, purchase and sale of securities on behalf of each
Portfolio, the calculation of net asset values and the preparation of financial
and other reports as requested by the Board. Under both the old and the new
agreements, ALIAC is given the right to delegate any or all of its obligations
to a subadviser.
The Advisory Agreements provide that ALIAC is responsible for payment of all
costs of its personnel, its overhead and of its employees who also serve as
officers or Directors of the Company. Each Portfolio is responsible for payment
of all of its other costs; however, under the Administrative Services Agreement
described below, ALIAC has agreed to pay all direct expenses for each Portfolio
except for broker's commissions and other costs incurred in effecting
transactions on behalf of the Portfolio.
For its services under the prior agreements, ALIAC received a monthly fee at an
annual rate of 0.50% of the average daily net assets of each Portfolio. For the
period ended December 31, 1995, ALIAC received investment advisory fees of
$44,673 from Aetna Ascent; $44,352 from Aetna Crossroads; and $43,540 from Aetna
Legacy. Under the new Advisory Agreements, ALIAC will receive an advisory fee at
an annual rate of 0.60% of the average daily net assets of each Portfolio,
payable monthly.
SUBADVISORY AGREEMENT
ALIAC and the Company, on behalf of each Portfolio, have entered into
Subadvisory Agreements with Aeltus Investment Management, Inc. (Aeltus)
effective August 1, 1996 through December 31, 1997. The Subadvisory Agreements
will remain in effect thereafter if approved at least annually by a majority of
the Directors, including a majority of the Directors who are not "interested
persons" of the Company, at a meeting, called for that purpose, and held in
person. The Subadvisory Agreements may be terminated without penalty at any time
by the Directors or by a majority of the outstanding voting securities of the
Portfolio or they may be terminated on sixty days' written notice by the
Adviser, the Company or the Subadviser. The Subadvisory Agreements terminate
automatically in the event of their assignment.
Under the Subadvisory Agreements, Aeltus is responsible for managing the assets
of each Portfolio in accordance with their investment objectives and policies,
subject to the supervision of ALIAC and the Directors, and for preparing and
providing accounting and financial information as requested by the Adviser and
the Directors. The Subadviser pays the salaries, employment benefits and other
related costs of its personnel. For its services, ALIAC has agreed to pay the
Subadviser a fee at an annual rate of up to 0.35% of the average daily net
assets of each Portfolio, payable monthly. This fee is not charged to the
Company but is paid by ALIAC out of its investment advisory fees.
ALIAC, as the Investment Adviser, retains overall responsibility for monitoring
the investment program maintained by Aeltus for compliance with applicable laws
and regulations and each Portfolio's investment objectives and policies.
ADMINISTRATIVE SERVICES AGREEMENT
The Company, on behalf of each Portfolio, entered into Administrative Services
Agreements with ALIAC effective May 1, 1996 under which ALIAC provides all
administrative services for the Portfolios and pays all ordinary recurring costs
of each Portfolio (except brokerage costs and other transaction costs). These
are costs that the Portfolios would otherwise be required to pay under the terms
of the Investment Advisory Agreement. As a result, the Portfolios' costs and
fees are limited to their advisory fee, the administrative services charge and
brokerage and transaction costs. For its services and as reimbursement for the
costs it incurs under the Administrative Services Agreement, ALIAC receives an
annual fee, payable monthly, at a rate of 0.15% of the average daily net assets
of each Portfolio.
The Administrative Services Agreements will remain in effect through December
31, 1996 and will continue thereafter if approved annually by a majority of the
Directors. They may be terminated by either party on sixty days' written notice.
Prior to May 1, 1996, ALIAC provided administrative services under agreements
that allowed for the reimbursement of a proportionate share of ALIAC's overhead
in administering the Portfolios and the Portfolios reimbursed ALIAC directly for
all other costs. The total of the direct costs and administrative costs
reimbursed to ALIAC for the period ended December 31, 1995 was $96,041 for Aetna
Ascent; $96,465 for Aetna Crossroads; and $96,465 for Aetna Legacy.
LICENSE AGREEMENT
The Company uses the service mark of Aetna Generation Portfolios, Inc. and the
name "Aetna" with the permission of Aetna Life and Casualty Company granted
under a License Agreement. The continued use is subject to the right of Aetna
Life and Casualty Company to withdraw this permission in the event ALIAC or
another subsidiary or affiliated corporation of Aetna Life and Casualty Company
should not be the investment adviser of the Portfolios.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Included in Part A:
Financial Highlights
(2) Included in Part B:
Portfolios of Investments
Statements of Assets and Liabilities as of December 31, 1995
Statements of Operations for the six-month period ended
December 31, 1995
Statements of Changes in Net Assets for the six-month period
ended December 31, 1995
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits:
(1) Articles of Incorporation(1)
(2) Bylaws(1)
(3) Not applicable
(4) Instruments Defining Rights of Holders(2)
(5.1) Proposed Form of Investment Advisory Agreement(3)
(5.2) Proposed Form of Subadvisory Agreement(4)
(6) Underwriting Agreement (1-1-95)(1)
(7) Not applicable
(8) Custodian Agreement (5-8-95)(1)
(9)(a) Form of Administrative Services Agreement on behalf of Aetna
Variable Ascent Portfolio, Aetna Variable Crossroads
Portfolio, and Aetna Variable Legacy Portfolio (5-1-96)(2)
(9)(b) License Agreement (11-8-94)(1)
(10.1) Opinion of Counsel(5)
(10.2) Consent of Counsel
(11) Consent of Independent Auditors
(12) Not applicable
(13) Form of Agreement Concerning Initial Capital(1)
(14) Not applicable
(15) Not applicable
(16) Not applicable
(17) Financial Data Schedule(2)
(18) Power of Attorney(6)
<PAGE>
1. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on June 19, 1995.
2. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-1A (File No. 33-88334), as filed electronically on April
25, 1996.
3. Incorporated by reference to Exhibit B to the Definitive Proxy Filing under
Schedule 14A, as filed electronically on behalf of Aetna Generation
Portfolios, Inc. on May 10, 1996 (File No. 811-8934).
4. Incorporated by reference to Exhibit A to the Definitive Proxy Filing under
Schedule 14A, as filed electronically on behalf of Aetna Generation
Portfolios, Inc. on May 10, 1996 (File No. 811-8934).
5. Incorporated herein by reference to Registrant's 24f-2 Notice for the fiscal
year ended December 31, 1995, as filed with the Securities and Exchange
Commission on February 29, 1996.
6. The Power of Attorney for Timothy A. Holt is incorporated by reference to
Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File
No. 33-88334), as filed electronically on April 25, 1996. The Power of
Attorney for all other signatories is incorporated by reference to
Post-Effective Amendment No. 11 to Registration Statement on Form N-1A (File
No. 33-41694), as filed electronically on December 28, 1995.
Item 25. Persons Controlled by or Under Common Control
Registrant is a Maryland corporation for which separate financial
statements are filed. As of April 30, 1996 Aetna Life Insurance and
Annuity Company owned 100% of the outstanding shares of beneficial
ownership of Aetna Generation Portfolios, Inc. Aetna Life Insurance
and Annuity Company is a wholly-owned subsidiary of Aetna Retirement
Holdings, Inc., which is in turn a wholly-owned subsidiary of Aetna
Retirement Services, Inc. and an indirect wholly-owned subsidiary of
Aetna Life and Casualty Company.
A diagram of all persons directly or indirectly under common control
with the Registrant and a list indicating the principal business of
each such company referenced in the diagram are incorporated herein
by reference to Item 25 of Post-Effective Amendment No. 41 to the
Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically with the Securities and Exchange Commission on June 7,
1996.
Item 26. Number of Holders of Securities
(1) Title of Class (2) Number of Record Holders
Shares of Beneficial Interest Aetna Ascent Variable Portfolio - 3
$1.00 par value Aetna Legacy Variable Portfolio - 3
Aetna Crossroads Variable Portfolio -
3
Item 27. Indemnification
<PAGE>
Article 9, Section (d) of the Registrant's Articles of Incorporation,
incorporated herein be reference to Exhibit 24(b)(1), as filed
electronically on June 19, 1995 (File No. 33-88334), provides for
indemnification of directors and officers. In addition, the
Registrant's officers and directors are covered under a directors and
officers errors and omissions liability insurance policy issued by
Gulf Insurance Company which expires on October 1, 1996.
Reference is also made to Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland which provides
generally that (1) a corporation may (but is not required to)
indemnify its directors for judgments, fines and expenses in
proceedings in which the director is named a party solely by reason
of being a director, provided the director has not acted in bad
faith, dishonestly or unlawfully, and provided further that the
director has not received any "improper personal benefit"; and (2)
that a corporation must (unless otherwise provided in the
corporation's charter or articles of incorporation) indemnify a
director who is successful on the merits in defending a suit against
him by reason of being a director for "reasonable expenses." The
statutory provisions are not exclusive; i.e., a corporation may
provide greater indemnification rights than those provided by
statute.
Item 28. Business and Other Connections of Investment Adviser
The Investment Adviser, Aetna Life Insurance and Annuity Company, is
an insurance company that issues variable and fixed annuities,
variable and universal life insurance policies and acts as depositor
for separate accounts holding assets for variable contracts and
policies. The following table summarizes the business connections of
the directors and principal officers of the Investment Adviser.
------------------ ----------------------- ---------------------------------
Name Positions and Other Principal Position(s) Held
Offices with Since Oct. 31, 1993/Addresses*/**
Investment Adviser
------------------ ----------------------- ---------------------------------
Daniel P. Kearney Director, President President (since December 1993),
and Executive Officer Aetna Life Insurance and Annuity
Company; Executive Vice President
(since December 1993), and Group
Executive, Financial Division
(February 1991 - December 1993),
Aetna Life and Casualty Company.
Director: Aetna Investment
Services, Inc. (since November
1994); Aetna Insurance Company of
America (since May 1994); MBIA,
Inc. (since 1992).
<PAGE>
Christopher J. Director and Senior Vice President, Sales &
Burns Senior Vice Service (since February 1996),
President and Senior Vice President, Life
(March 1991 - February 1996),
Aetna Life Insurance and Annuity
Company, Director: Aetna
Financial Services, Inc. (since
January 1996); Aetna Investment
Services, Inc. (since July 1992).
Laura R. Estes Director and Senior Vice President, Manage/Design
Senior Vice Products & Services (since February
President 1996), and Senior Vice President,
Pensions (March 1991 - February
1996), Aetna Life Insurance and
Annuity Company. Director: Aetna
Financial Services, Inc. (since
January 1996); Aetna Investment
Services, Inc. (since July 1993).
Timothy A. Holt Director, Senior Senior Vice President, Strategy &
Vice President and Finance and Chief Financial Officer
Chief Financial (since February 1996), Aetna Life
Officer Insurance and Annuity
Company; Vice President,
Portfolio
Management/Investment
Group (August 1991 -
February 1996), Aetna
Life and Casualty
Company.
Gail P. Johnson Director and Vice President, Service and Retain
Vice President Customers (since February 1996);
Vice President, Defined Benefit
Services (September 1994 - February
1996); Vice President, Plan
Services, Pensions and Financial
Services (December 1992 - September
1994); -- Aetna Life Insurance and
Annuity Company.
<PAGE>
John Y. Kim Director and President (since December 1995)
Senior Vice President Aeltus Investment Management, Inc.;
Chief Investment Officer
(since May 1994), Aetna
Life and Casualty
Company; Managing
Director (September 1993
- April 1994), Mitchell
Hutchins Institutional
Investors (New York, New
York).
Shaun P. Mathews Director and Vice President, Products Group
Vice President (since February 1996); Senior Vice
President, Strategic Markets and
Products (February 1993 - February
1996) -- Aetna Life Insurance and
Annuity Company. Director: Aetna
Investment Services, Inc. (since
July 1993); Aetna Insurance Company
of America (since February 1993).
Glen Salow Director and Vice President, Information
Vice President Technology (since February 1996),
Vice President, Information
Technology, Investments and
Financial Services (February 1995 -
February 1996), Vice President,
Investment Systems (1992 - 1995),
AIT - Aetna Life Insurance and
Annuity Company.
Creed R. Terry Director and Vice President, Select and Manage
Vice President Markets, Market Strategist (August
1995 - February 1996); Aetna Life
Insurance and Annuity Company;
President (1991 - 1995), Chemical
Technology Corporation (a subsidiary
of Chemical Bank).
<PAGE>
Zoe Baird Senior Vice President Senior Vice President and General
and General Counsel Counsel (since April 1992), Aetna
Life and Casualty Company;
Director: Zurn Industries, Inc.
(since April 1993); Southern New
England Telecommunication Corp. and
Southern New England Telephone
Company (since November 1990).
Susan E. Counsel and Corporate Counsel (since November 1993),
Schechter Secretary Aetna Life and Casualty Company;
Associate Attorney (September 1986 -
October 1993), Steptoe & Johnson.
Eugene M. Vice President and Vice President and Treasurer,
Trovato Treasurer, Corporate Corporate Controller (since February
Controller 1996), Vice President and Controller
(February 1995 -
February 1996), Aetna
Life Insurance and
Annuity Company; Vice
President, Financial
Reporting (December 1991
- February 1995), Aetna
Life and Casualty
Company.
Diane B. Horn Vice President and Vice President and Chief Compliance
Chief Compliance Officer (since February 1996), and
Officer Senior Compliance
Officer (August 1993 -
February 1996), Aetna
Life Insurance and
Annuity Company.
* The principal business address of each person named is 151 Farmington
Avenue, Hartford, Connecticut 06156.
** Certain officers and directors of the investment adviser currently hold
(or have held during the past two years) other positions with affiliates
of the Registrant which are not deemed to be principal positions.
<PAGE>
Item 29. Principal Underwriters
(a) In addition to serving as the principal underwriter and
investment adviser for the Registrant, Aetna Life Insurance and
Annuity Company (ALIAC) also acts as the principal underwriter
and investment adviser for Aetna Variable Fund, Aetna Variable
Encore Fund, Aetna Series Fund, Inc., Aetna Income Shares,
Aetna Investment Advisers Fund, Inc., and Aetna GET Fund.
Additionally, ALIAC is the principal underwriter and depositor
for Variable Life Account B and Variable Annuity Accounts B, C
and G (separate accounts of ALIAC registered as unit investment
trusts). ALIAC is also the principal underwriter for Variable
Annuity Account I (a separate account of Aetna Insurance
Company of America registered as a unit investment trust).
(b) The following are the directors and principal officers of the
Underwriter:
- -------------------------------------------------------------------------------
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
- -------------------------------------------------------------------------------
Daniel P. Kearney Director and President Director
Timothy A. Holt Director, Senior Vice Director
President and Chief
Financial Officer
Christopher J. Burns Director and
Senior Vice President
Laura R. Estes Director and
Senior Vice President
Gail P. Johnson Director and
Vice President
John Y. Kim Director and
Senior Vice President
Shaun P. Mathews Director and Vice President Director and President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Zoe Baird Senior Vice President and
General Counsel
Susan E. Schechter Corporate Secretary and
Counsel
Eugene M. Trovato Vice President and Treasurer,
Corporate Controller
<PAGE>
Diane B. Horn Vice President and
Chief Compliance Officer
*The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
(c) Not applicable.
Item 30. Location of Accounts and Records
As required by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder, the Registrant and its investment adviser,
ALIAC, maintain physical possession of each account, book or other
documents, at its principal offices at 151 Farmington Avenue,
Hartford, Connecticut 06156.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Fund's latest annual report
to shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
Aetna Generation Portfolios, Inc. (Registrant) has duly caused this
Post-Effective Amendment No. 4 to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Hartford, and
State of Connecticut, on the 7th day of June, 1996.
AETNA GENERATION PORTFOLIOS, INC.
---------------------------------
(Registrant)
By Shaun P. Mathews*
---------------------------
Shaun P. Mathews
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 4 to the Registration Statement has been signed
below by the following persons on day of June 7, 1996 in the capacities
indicated.
Signature Title
Shaun P. Mathews* President and Director
- ----------------------------- (Principal Executive Officer)
Shaun P. Mathews
Morton Ehrlich* Director
- -----------------------------
Morton Ehrlich
Maria T. Fighetti* Director
- -----------------------------
Maria T. Fighetti
David L. Grove* Director
- -----------------------------
David L. Grove
Timothy A. Holt* Director
- -----------------------------
Timothy A. Holt
Daniel P. Kearney* Director
- -----------------------------
Daniel P. Kearney
Sidney Koch* Director
- -----------------------------
Sidney Koch
Corine T. Norgaard* Director
- -----------------------------
Corine T. Norgaard
<PAGE>
Richard G. Scheide* Director
- -----------------------------
Richard G. Scheide
James C. Hamilton* Vice President and Treasurer
- ----------------------------- (Principal Financial and Accounting
James C. Hamilton Officer)
By: /s/ Susan E. Bryant
- -----------------------------
* Susan E. Bryant
Attorney-in-Fact
<PAGE>
Aetna Generation Portfolios, Inc.
EXHIBIT INDEX
Exhibit No. Exhibit Page
99-(b)(1) Articles of Incorporation *
99-(b)(2) Bylaws *
99-(b)(4) Instruments Defining Rights of Holders *
99-(b)(5.1) Proposed Form of Investment Advisory Agreement *
99-(b)(5.2) Proposed Form of Subadvisory Agreement *
99-(b)(6) Form of Underwriting Agreement *
(1-1-95)
99-(b)(8) Custodian Agreements (5-8-95) *
99-(b)(9)(a) Form of Administrative Services Agreement on behalf *
of Aetna Variable Ascent Portfolio, Aetna Variable
Crossroads Portfolio, and Aetna Variable Legacy
Portfolio (5-1-96)
99-(b)(9)(b) License Agreement (11-8-94) *
99-(b)(10.1) Opinion of Counsel *
99-(b)(10.2) Consent of Counsel
-----------
99-(b)(11) Consent of Independent Auditors
-----------
99-(b)(13) Form of Agreement Concerning Initial Capital *
99-(b)(17) Financial Data Schedule *
99-(b)(18) Powers of Attorney *
* Incorporated herein by reference.
151 Farmington Avenue Susan E. Bryant
Hartford, CT 06156 Counsel
Law and Regulatory Affairs,
RE4C
(860) 273-7834
Fax: (860) 273-8340
May 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Aetna Generation Portfolio, Inc - File No. 33-88334
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated December 29, 1995 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed
on behalf of Aetna Generation Portfolio, Inc) as an exhibit to this
Post-Effective Amendment No. 4 to the Registration Statement on Form N-1A (File
No. 33-88334).
Very truly yours,
/s/ Susan E. Bryant
- -------------------
Susan E. Bryant
Counsel
Consent of Independent Auditors
The Board of Directors
Aetna Generation Portfolios, Inc.:
We consent to the use of our report incorporated herein by reference.
Hartford, Connecticut
June 7, 1996
