As filed with the Securities and Exchange File No. 33-88334
Commission on April 25, 2000 File No. 811-8934
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 10
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 10
AETNA GENERATION PORTFOLIOS, INC.
---------------------------------
151 Farmington Avenue TS31, Hartford, Connecticut 06156
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(860) 275-2032
Amy R. Doberman, Counsel
10 State House Square, Hartford, Connecticut 06103-3602
-------------------------------------------------------
(Name and Address of Agent for Service)
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It is proposed that this filing will become effective:
|X| on May 1, 2000 pursuant to paragraph (b) of Rule 485
<PAGE>
PART B
The Statement of Additional Information is incorporated into Part B of this
Post-Effective Amendment No. 10 by reference to Post-Effective Amendment No. 12
to the Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically on April 25, 2000 .
<PAGE>
AETNA GENERATION PORTFOLIOS, INC.
Prospectus
May 1, 2000
Aetna Ascent VP (Ascent)
Aetna Crossroads VP (Crossroads)
Aetna Legacy VP (Legacy)
The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is truthful or complete.
Anyone who represents to the contrary has committed a criminal offense.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
THE PORTFOLIOS' INVESTMENTS ................................................. 1
Investment Objectives, Principal Investment Strategies and Risks, Investment
Performance ................................................................ 1
PORTFOLIO EXPENSES .......................................................... 9
OTHER CONSIDERATIONS ........................................................ 10
MANAGEMENT OF THE PORTFOLIOS ................................................ 11
INVESTMENTS IN AND REDEMPTIONS FROM THE PORTFOLIOS .......................... 11
TAX INFORMATION ............................................................. 12
FINANCIAL HIGHLIGHTS ........................................................ 13
ADDITIONAL INFORMATION ...................................................... 16
</TABLE>
<PAGE>
THE PORTFOLIOS' INVESTMENTS
Investment Objectives, Principal Investment Strategies and Risks, Investment
Performance
o Aetna Generation Portfolios, Inc. (Fund) consists of 3 separate
portfolios (Portfolios): Aetna Ascent VP (Ascent); Aetna Crossroads VP
(Crossroads); and Aetna Legacy VP (Legacy). Below is a description of
each Portfolio's investment objective, the principal investment
strategies employed on behalf of each Portfolio, and the principal
risks associated with investing in each Portfolio.
o A performance bar chart is provided for each Portfolio. The bar chart
shows changes in the Portfolio's performance from year to year. The
fluctuation in returns illustrates each Portfolio's performance
volatility. The chart is accompanied by the Portfolio's best and worst
quarterly returns throughout the years noted in the bar chart.
o A table for each Portfolio shows its average annual total return. The
table also compares the Portfolio's performance to the performance of
broad-based securities market indices. Each index is a widely
recognized, unmanaged index of securities. A Portfolio's past
performance is not necessarily an indication of how it will perform in
the future.
o The performance numbers appearing in the bar charts and tables for each
Portfolio do not reflect the deduction of any insurance fees or
charges. If such charges were deducted, performance would be lower.
o Additional information on the Portfolios' investment strategies and
risks is included on page 10.
o Aeltus Investment Management, Inc. (Aeltus) serves as investment
adviser of the Portfolios.
Investment Objectives
<TABLE>
<S> <C>
Ascent seeks to provide capital appreciation.
Crossroads seeks to provide total return (i.e., income and capital appreciation, both
realized and unrealized).
Legacy seeks to provide total return consistent with preservation of capital.
</TABLE>
Aetna Generation Portfolios, Inc. 1
<PAGE>
Principal Investment Strategies. Ascent, Crossroads and Legacy are asset
allocation portfolios that have been designed for investors with different
investment goals:
o Ascent is managed for investors seeking capital appreciation who
generally have an investment horizon exceeding 15 years and who have a
high level of risk tolerance.
o Crossroads is managed for investors seeking a balance between income
and capital appreciation who generally have an investment horizon
exceeding 10 years and who have a moderate level of risk tolerance.
o Legacy is managed for investors primarily seeking total return
consistent with capital preservation who generally have an investment
horizon exceeding 5 years and who have a low level of risk tolerance.
Under normal market conditions, Aeltus allocates the assets of each Portfolio,
in varying degrees, among several classes of equities, fixed-income securities
and money market instruments. Each Portfolio may invest up to 15% of its total
assets in high-yield, high-risk (high yield bonds). To remain consistent with
each Portfolio's investment objective and intended level of risk tolerance,
Aeltus has instituted both a benchmark percentage allocation and a Portfolio
level range allocation for each asset class. The benchmark percentage for each
asset class assumes neutral market and economic conditions. The Portfolio level
range allows Aeltus to vary the securities in each Portfolio to take advantage
of opportunities as market and economic conditions change.
Each Portfolio's benchmarks and ranges are described on the following page. The
asset allocation limits apply at the time of purchase of a particular security.
Each Portfolio's asset allocation may vary from the benchmark allocation
(within the permissible range) based on Aeltus' ongoing evaluation of the
expected returns and risks of each asset class relative to other classes.
Aeltus may vary each Portfolio's asset allocation within a given asset class to
the full extent of the permissible range. Among the criteria Aeltus evaluates
to determine allocations are economic and market conditions, including changes
in circumstances with respect to particular asset classes, geographic regions,
industries or issuers, and interest rate movements. In selecting individual
securities, Aeltus considers such factors as expected dividend yields and
growth rates; bond yields; and current relative values compared to historic
averages.
2 Aetna Generation Portfolios, Inc.
<PAGE>
<TABLE>
<CAPTION>
Asset Class Ascent Crossroads(1) Legacy(2) Comparative Index*
- ----------- ------ ------------- --------- ------------------
<S> <C> <C> <C> <C>
Equities
Large Capitalization Stocks
Range 0-70% 0-50% 0-30% S&P 500 Index
Benchmark 35% 25% 15%
Small-/Mid-Capitalization Stocks
Range 0-40% 0-30% 0-20% Russell 2500 Index
Benchmark 20% 15% 10%
International Stocks Morgan Stanley Capital
Range 0-40% 0-30% 0-20% International Europe,
Benchmark 20% 15% 10% Australia and Far East Index
Real Estate Stocks National Association of
Range 0-10% 0-10% 0-10% Real Estate Investment Trusts
Benchmark 5% 5% 5% Equity Index
Fixed Income
U.S. Dollar Bonds
Range 0-30% 0-60% 0-90% Salomon Brothers Broad
Benchmark 15% 30% 45% Investment Grade Index
International Bonds
Range 0-10% 0-10% 0-10% Salomon Brothers Non-U.S.
Benchmark 5% 5% 5% World Government Bond Index
Money Market Instruments
Range 0-30% 0-30% 0-30% 91-Day U.S. Treasury Bill Rate
Benchmark 0% 5% 10%
</TABLE>
- ----------------
* See page 8 for a description of each comparative index.
1 Crossroads will invest no more than 60% of its assets in any combination of
the following asset classes: small-/mid-capitalization stocks, high-yield
bonds, international stocks and international fixed-income securities.
2 Legacy will invest no more than 35% of its assets in any combination of the
following asset classes: small-/mid-capitalization stocks, high-yield bonds,
international stocks and international fixed-income securities.
Aetna Generation Portfolios, Inc. 3
<PAGE>
Principal Risks. The success of each Portfolio's strategy depends significantly
on Aeltus' skill in choosing investments and in allocating assets among the
different investment classes.
In addition, each asset type has risks that are somewhat unique, as described
below. The performance of each Portfolio will be affected by these risks to a
greater or lesser extent depending on the size of the allocation. The principal
risks of investing in each Portfolio are those generally attributable to stock
and bond investing.
For stock investments, those risks include sudden and unpredictable drops in
the value of the market as a whole and periods of lackluster or negative
performance. Stocks of smaller companies tend to be less liquid and more
volatile than stocks of larger companies, and can be particularly sensitive to
expected changes in interest rates, borrowing costs and earnings.
The risks associated with real estate securities include periodic declines in
the value of real estate, generally, and declines in the rents and other income
generated by real estate caused by such factors as periodic over-building.
For bonds, generally, when interest rates rise, bond prices fall. Also,
economic and market conditions may cause issuers to default or go bankrupt. The
value of high yield bonds is even more sensitive to economic and market
conditions than other bonds.
The prices of mortgage-related securities, in addition to being sensitive to
changes in interest rates, also are sensitive to changes in the prepayment
patterns on the underlying instruments. If the principal on the underlying
mortgage notes is repaid faster than anticipated, which typically occurs in
times of low or declining interest rates, the price of the mortgage-related
security may fall.
Foreign securities present additional risks. Some foreign securities tend to be
less liquid and more volatile than their U.S. counterparts. In addition,
accounting standards and market regulations tend to be less standardized in
certain foreign countries, and economic and political climates can be less
stable. These risks are usually higher for securities of companies in emerging
markets. Finally, securities of foreign companies may be denominated in foreign
currency. Exchange rate fluctuations may reduce or eliminate gains or create
losses. Hedging strategies intended to reduce this risk may not perform as
expected.
Portfolio shares will rise and fall in value and you could lose money by
investing in a Portfolio. There is no guaranty the Portfolios will achieve
their respective investment objectives. Investments in the Portfolios are not
bank deposits and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
Shares of the Portfolios are offered to insurance company separate accounts
that fund both annuity and life insurance contracts and to certain
tax-qualified retirement plans. Due to differences in tax treatment or other
considerations, the interests of various contract owners participating in the
Portfolios and the interests of qualified plans investing in the Portfolios
might at some time be in conflict. The Fund's Board of Directors (Board) will
monitor the Portfolios for any material conflicts and determine what action, if
any, should be taken to resolve these conflicts.
4 Aetna Generation Portfolios, Inc.
<PAGE>
Investment Performance
ASCENT
Year-by-Year Total Return
[TABULAR REPRESENTATION OF BAR CHART]
Years Ended December 31,
1996 23.58%
1997 19.90%
1998 4.30%
1999 14.35%
[up arrow] Best Quarter:
second quarter 1997,
up 10.91%
[down arrow] Worst Quarter:
third quarter 1998,
down 13.55%
<TABLE>
<CAPTION>
As of December 31, 1999
Average Annual Total Return 1 Year Since Inception Inception Date
<S> <C> <C> <C>
Ascent 14.35% 16.06% 07/05/95
Russell 3000 Index* 20.90% 25.30% 06/30/95
Ascent Composite** 12.57% 14.28% 06/30/95
</TABLE>
The performance table and bar chart provide an indication of the historical
risk of an investment in Ascent. All figures assume reinvestment of dividends
and distributions.
* The Russell 3000 Index measures the performance of the 3,000 largest U.S.
companies based on total market capitalization, which represents
approximately 98% of the investable U.S. equity market.
** The Ascent Composite is comprised of the stock and bond indices listed on
page 3 in weights that correspond to the particular benchmark weights
applicable to Ascent. However, the Ascent Composite performance information
for periods prior to
May 1, 2000 is based on benchmark weights that were in effect at that time.
Only the following asset class benchmarks were changed as of May 1, 2000:
benchmarks for large capitalization stocks, real estate stocks, U.S. Dollar
bonds and international bonds were 20%, 20%, 10% and 10%, respectively.
Aetna Generation Portfolios, Inc. 5
<PAGE>
Investment Performance
CROSSROADS
Year-by-Year Total Return
[TABULAR REPRESENTATION OF BAR CHART]
Years Ended December 31,
1996 18.81%
1997 17.57%
1998 5.91%
1999 10.22%
[up arrow] Best Quarter:
second quarter 1997,
up 8.90%
[down arrow] Worst Quarter:
third quarter 1998,
down 9.34%
<TABLE>
<CAPTION>
As of December 31, 1999
Average Annual Total Return 1 Year Since Inception Inception Date
<S> <C> <C> <C>
Crossroads 10.22% 13.73% 07/05/95
Russell 3000 Index* 20.90% 25.30% 06/30/95
Saly BIG Index** -0.83% 6.03% 06/30/95
Crossroads Composite*** 9.33% 12.14% 06/30/95
</TABLE>
The performance table and bar chart provide an indication of the historical
risk of an investment in Crossroads. All figures assume reinvestment of
dividends and distributions.
* The Russell 3000 Index measures the performance of the 3,000 largest U.S.
companies based on total market capitalization, which represents
approximately 98% of the investable U.S. equity market.
** The Salomon Brothers Broad Investment-Grade Bond Index (Saly BIG Index) is a
market-weighted index that contains approximately 4,700 individually priced
investment-grade bonds. The index includes U.S. Treasury/agency issues,
mortgage pass-through securities, and corporate issues.
*** The Crossroads Composite is comprised of the stock and bond indices listed
on page 3 in weights that correspond to the particular benchmark weights
applicable to Crossroads. However, the Crossroads Composite performance
information for periods prior to May 1, 2000 is based on benchmark weights
that were in effect at that time. Only the following asset class benchmarks
were changed as of May 1, 2000: benchmarks for large capitalization stocks,
real estate stocks, U.S. Dollar bonds and international bonds were 15%, 15%,
25% and 10%, respectively.
6 Aetna Generation Portfolios, Inc.
<PAGE>
Investment Performance
LEGACY
Year-by-Year Total Return
[TABULAR REPRESENTATION OF BAR CHART]
As of December 31, 1999
1996 14.19%
1997 14.50%
1998 6.94%
1999 7.10%
[up arrow] Best Quarter:
second quarter 1997,
up 7.20%
[down arrow] Worst Quarter:
third quarter 1998,
down 5.27%
<TABLE>
<CAPTION>
As of December 31, 1999
Average Annual Total Return 1 Year Since Inception Inception Date
<S> <C> <C> <C>
Legacy 7.10% 11.36% 07/05/95
Saly BIG Index* -0.83% 6.03% 06/30/95
Legacy Composite** 6.14% 9.96% 06/30/95
</TABLE>
The performance table and bar chart provide an indication of the historical
risk of an investment in Legacy. All figures assume reinvestment of dividends
and distributions.
* The Salomon Brothers Broad Investment-Grade Bond Index (Saly BIG Index) is a
market-weighted index that contains approximately 4,700 individually priced
investment-grade bonds. The index includes U.S. Treasury/agency issues,
mortgage pass-through securities, and corporate issues.
** The Legacy Composite is comprised of the stock and bond indices listed on
page 3 in weights that correspond to the particular benchmark weights
applicable to Legacy. However, the Legacy Composite performance information
for periods prior to May 1, 2000 is based on benchmark weights that were in
effect at that time. Only the following asset class benchmarks were changed
as of May 1, 2000: benchmarks for large capitalization stocks, real estate
stocks, U.S. Dollar bonds and international bonds were 10%, 10%, 40% and 10%,
respectively.
Aetna Generation Portfolios, Inc. 7
<PAGE>
<TABLE>
<CAPTION>
Asset Class Benchmark Index
- -------------------------------------------------------------------------------------------------------
<S> <C>
Large Cap Stocks The Standard & Poor's 500 Index is a value-weighted, unmanaged index of
500 widely held stocks and is considered to be representative of the stock
market in general.
Small-/Mid-Cap Stocks The Russell 2500 Index consists of the smallest 500 securities in the Russell
1000 Index and all 2,000 securities in the Russell 2000 Index. Each of these
indices is unmanaged.
International Stocks The Morgan Stanley Capital International-Europe, Australia, Far East Index
is a market value-weighted average of the performance of more than 900
securities listed on the stock exchange of countries in Europe, Australia and
the Far East.
Real Estate Stocks The National Association of Real Estate Investment Trusts Equity Index is a
market-weighted total return of all tax-qualified real estate investment trusts
listed on the New York Stock Exchange, American Stock Exchange and the
NASDAQ National Market System.
U.S. Dollar Bonds Salomon Brothers Broad Investment-Grade Bond Index is an unmanaged,
market-weighted index that contains approximately 4,700 individually priced
investment-grade bonds rated BBB or better. The index includes U.S.
Treasury/Agency issues, mortgage pass-through securities and corporate
issues.
International Bonds The Salomon Brothers Non-U.S. World Government Bond Index serves as
an unmanaged benchmark to evaluate the performance of government bonds
with a maturity of one year or greater in the following 12 countries: Japan,
United Kingdom, Germany, France, Canada, the Netherlands, Australia,
Denmark, Italy, Belgium, Spain and Sweden.
Cash Equivalents Three-month Treasury bills are government-backed short-term investments
considered to be risk-free, and equivalent to cash because their maturity is
only three months.
</TABLE>
8 Aetna Generation Portfolios, Inc.
<PAGE>
PORTFOLIO EXPENSES
The following table describes Portfolio expenses. Shareholder fees are paid
directly by shareholders. Annual Portfolio Operating Expenses are deducted from
Portfolio assets every year, and are thus paid indirectly by all shareholders.
Shareholders who acquired Portfolio shares through an insurance company
separate account should refer to the applicable contract prospectus, prospectus
summary or disclosure statement for a description of insurance charges which
may apply.
Shareholder Fees
(fees paid directly from your investment)
<TABLE>
<CAPTION>
Maximum Sales Charge Maximum Deferred Sales Charge
(Load) on Purchases (as a (Load) (as a percentage of
percentage of purchase price) gross redemption proceeds)
<S> <C> <C>
Ascent None None
Crossroads None None
Legacy None None
</TABLE>
Annual Portfolio Operating Expenses(1)
(expenses that are deducted from Portfolio assets)
<TABLE>
<CAPTION>
Fee Waiver/
Management Other Total Operating Expense Net
Fee Expenses Expenses Reimbursement Expenses
<S> <C> <C> <C> <C> <C>
Ascent 0.60% 0.14% 0.74% 0.00% 0.74%
Crossroads 0.60% 0.14% 0.74% 0.04% 0.70%
Legacy 0.60% 0.15% 0.75% 0.10% 0.65%
</TABLE>
1 Aeltus is contractually obligated through December 31, 2000 to waive a
portion of its investment advisory fee and/or its administrative services
fee for each Portfolio and/or to reimburse a portion of those Portfolios'
other expenses in order to ensure that the Portfolios' total operating
expenses do not exceed 0.75% in the case of Ascent and the percentage of the
other Portfolios' average daily net assets reflected in the table under Net
Expenses.
Example
The following example is designed to help you compare the costs of investing in
the Portfolios with the costs of investing in other mutual funds. Using the
Annual Portfolio Operating Expense percentages above, you would pay the
following expenses on a $10,000 investment, assuming a 5% annual return and
redemption at the end of each of the periods shown:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Ascent $76 $237 $411 $918
Crossroads $72 $233 $408 $915
Legacy $66 $230 $407 $921
</TABLE>
This example should not be considered an indication of prior or future
expenses. Actual expenses for the current year may vary from those shown.
Aetna Generation Portfolios, Inc. 9
<PAGE>
OTHER CONSIDERATIONS
In addition to the principal investments and strategies described above, the
Portfolios may also invest in other securities, engage in other practices, and
be subject to additional risks, as discussed below and in the Statement of
Additional Information (SAI).
Futures Contracts and Options. Each Portfolio may enter into futures contracts
and use options. The Portfolios primarily use futures contracts and options to
hedge against price fluctuations or increase exposure to a particular asset
class. To a limited extent, the Portfolios also may use these instruments for
speculation (investing for potential income or capital gain).
o Futures contracts are agreements that obligate the buyer to buy and the
seller to sell a certain quantity of securities at a specific price on
a specific date.
o Options are agreements that give the holder the right, but not the
obligation, to purchase or sell a certain amount of securities or
futures contracts during a specified period or on a specified date.
The main risk of investing in futures contracts and options is that these
instruments can amplify a gain or loss, potentially earning or losing
substantially more money than the actual cost of the instrument. In addition,
while a hedging strategy can guard against potential risks for a Portfolio as a
whole, it adds to the Portfolio's expenses and may reduce or eliminate potential
gains. There is also a risk that a futures contract or option intended as a
hedge may not perform as expected.
Swaps. Each Portfolio may enter into interest rate swaps, currency swaps and
other types of swap agreements, including swaps on securities and indices. A
swap is an agreement between two parties pursuant to which each party agrees to
make one or more payments to the other on regularly scheduled dates over a
stated term, based on different interest rates, currency exchange rates,
security prices, the prices or rates of other types of financial instruments or
assets or the levels of specified indices.
Swap agreements can take many different forms and are known by a variety of
names. The Portfolios are not limited to any particular form or variety of swap
agreement if Aeltus determines it is consistent with a Portfolio's investment
objective and policies.
The most significant factor in the performance of swaps is the change in the
underlying price, rate or index level that determines the amount of payments to
be made under the arrangement. If Aeltus incorrectly forecasts such change, a
Portfolio's performance might be less than if the Portfolio had not entered into
the swap. In addition, if the counterparty's creditworthiness declines, the
value of the swap agreement would be likely to decline, potentially resulting in
losses.
If the counterparty to a swap defaults, a Portfolio's loss will consist of the
net amount of contractual payments that a Portfolio has not yet received. Aeltus
will monitor the creditworthiness of counterparties to a Portfolio's swap
transactions on an ongoing basis.
Defensive Investing. In response to unfavorable market conditions, each
Portfolio may make temporary investments that are not consistent with its
principal investment objective and policies.
10 Aetna Generation Portfolios, Inc.
<PAGE>
MANAGEMENT OF THE PORTFOLIOS
Aeltus Investment Management, Inc., 10 State House Square, Hartford, Connecticut
06103-3602, serves as investment adviser to each Portfolio. Aeltus is
responsible for managing the assets of each Portfolio in accordance with its
investment objective and policies, subject to oversight by the Board. Aeltus has
acted as adviser or subadviser to mutual funds since 1994 and has managed
institutional accounts since 1972.
Advisory Fees
For its most recent fiscal year, each Portfolio paid Aeltus aggregate advisory
fees equal to an annual rate of 0.60% of the average daily net assets of the
Portfolio.
Portfolio Management
Neil Kochen, Managing Director, Aeltus, has been the lead portfolio manager and
asset allocation strategist for the Portfolios since December 1999. Mr. Kochen
heads a team of investment professionals, each of whom specializes in a
particular asset class. Mr. Kochen joined the Aetna organization in 1985 and
previously served as head of fixed income quantitative research, head of
investment strategy and policy, and as a senior portfolio manager.
INVESTMENTS IN AND REDEMPTIONS FROM THE PORTFOLIOS
Investors purchasing shares in connection with an insurance company contract or
policy should refer to the documents pertaining to the contract or policy for
information on how to direct investments in or redemptions from (including
making exchanges into or out of) the Portfolios, and any fees that may apply.
Orders for the purchase or redemption of Portfolio shares that are received
before the close of regular trading on the New York Stock Exchange (normally
4:00 p.m. eastern time) are effected at the net asset value (NAV) per share
determined that day, as described below. The insurance company has been
designated an agent of each Portfolio for receipt of purchase and redemption
orders. Therefore, receipt of an order by the insurance company constitutes
receipt by a Portfolio, provided that the Portfolio receives notice of the order
by 9:30 a.m. eastern time the next day on which the New York Stock Exchange is
open for trading.
Net Asset Value. The NAV of each Portfolio is determined as of the close of
regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern
time).
In calculating the NAV, securities are valued primarily by independent pricing
services using market quotations. Short-term debt securities maturing in 60 days
or less are valued using amortized cost, which when combined with accrued
interest, approximates market value. Securities for which market quotations are
not readily available are valued at their fair value, subject to procedures
adopted by the Board. With respect to any Portfolio that invests in foreign
securities, because those securities may be traded on markets that are open on
days when the Portfolio does not price its shares, the Portfolio's value may
change even though Portfolio shareholders may not be permitted to sell or redeem
Portfolio shares.
Business Hours. The Portfolios are open on the same days as the New York Stock
Exchange (generally, Monday through Friday). Representatives are available from
8:00 a.m. to 8:00 p.m. eastern time Monday through Friday.
Each Portfolio may refuse to accept any purchase order, especially if as a
result of such order, in Aeltus' judgment, it would be too difficult to invest
effectively in accordance with a Portfolio's investment objective.
The Portfolios reserve the right to suspend the offering of shares, or to reject
any specific purchase order. The Portfolios may suspend redemptions or postpone
payments when the New York Stock Exchange is closed or when trading is
restricted for any reason or under emergency circumstances as determined by the
Securities and Exchange Commission.
Aetna Generation Portfolios, Inc. 11
<PAGE>
The Portfolios are not designed for professional market timing organizations or
other entities using programmed or frequent exchanges. The Portfolios reserve
the right to reject any specific purchase or exchange request, including a
request made by a market timer.
TAX INFORMATION
Each Portfolio intends to qualify as a regulated investment company by
satisfying the requirements under Subchapter M of the Internal Revenue Code of
1986, as amended (Code), including requirements with respect to diversification
of assets, distribution of income and sources of income. As a regulated
investment company, a Portfolio generally will not be subject to tax on its
ordinary income and net realized capital gains.
Each Portfolio also intends to comply with the diversification requirements of
Section 817(h) of the Code for those investors who acquire shares through
variable annuity contracts and variable life insurance policies so that those
contract owners and policy owners should not be subject to federal tax on
distributions from the Portfolios to the insurance company separate accounts.
Contract owners and policy owners should review the applicable contract
prospectus, prospectus summary or disclosure statement for information regarding
the personal tax consequences of purchasing a contract or policy.
Dividends and Distributions. Dividends and capital gains distributions, if any,
are paid on an annual basis. To comply with federal tax regulations, a Portfolio
may also pay an additional capital gains distribution, usually in June.
Both income dividends and capital gains distributions are paid by each Portfolio
on a per share basis. As a result, at the time of payment, the share price of
the Portfolio will be reduced by the amount of the payment.
12 Aetna Generation Portfolios, Inc.
<PAGE>
FINANCIAL HIGHLIGHTS
These financial highlights are intended to help you understand each Portfolio's
performance since its commencement of operations. Certain information reflects
financial results for a single Portfolio share. The total returns in the tables
represent the rate an investor would have earned (or lost) on an investment in
the Portfolio (assuming reinvestment of all dividends and distributions). The
information in these tables has been audited by KPMG LLP, independent auditors,
whose report, along with the Portfolios' financial statements, is included in
the Fund's current Annual Report, which is available upon request.
(for one share outstanding throughout each period)
<TABLE>
<CAPTION>
Ascent
-----------------------------------------------------------------------------
Period From
July 5, 1995
Year Ended Year Ended Year Ended Year Ended (Commencement of
December 31, December 31, December 31, December 31, Operations) to
1999 1998 1997 1996 December 31, 1995
----------- ------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period .............................. $ 14.02 $ 14.12 $ 12.62 $ 10.80 $ 10.00
-------- -------- -------- -------- --------
Income from investment
operations:
Net investment income ............... 0.39 0.33 0.25+ 0.22 + 0.12+
Net realized and change in
unrealized gain or loss on
investments ........................ 1.56 0.27 2.25 2.29 0.93
-------- -------- -------- -------- --------
Total from investment
operations ....................... 1.95 0.60 2.50 2.51 1.05
-------- -------- -------- -------- --------
Less distributions:
From net investment income........... (0.33) (0.35) (0.34) (0.23) (0.25)
From net realized gains on
investments ........................ (0.72) (0.35) (0.66) (0.46) --
-------- -------- -------- -------- --------
Total distributions ............... (1.05) (0.70) (1.00) (0.69) (0.25)
-------- -------- -------- -------- --------
Net asset value, end of period ....... $ 14.92 $ 14.02 $ 14.12 $ 12.62 $ 10.80
======== ======== ======== ======== ========
Total return* ........................ 14.35% 4.30% 19.90% 23.58% 10.45%
Net assets, end of period (000's)..... $214,412 $207,596 $148,810 $ 45,155 $ 18,850
Ratio of total expenses to
average net assets .................. 0.74% 0.75% 0.75% 0.84% 1.59%(1)
Ratio of net investment income
to average net assets ............... 2.31% 2.59% 2.51% 2.53% 2.26%(1)
Portfolio turnover rate .............. 135.30% 104.33% 124.82% 109.77% 39.77%
</TABLE>
(1) Annualized.
* The total return percentage does not reflect any separate account charges
under variable annuity contracts and life policies.
+ Per share data calculated using weighted average number of shares
outstanding throughout the period.
Aetna Generation Portfolios, Inc. 13
<PAGE>
(for one share outstanding throughout each period)
<TABLE>
<CAPTION>
Crossroads
-----------------------------------------------------------------------------
Period From
July 5, 1995
Year Ended Year Ended Year Ended Year Ended (Commencement of
December 31, December 31, December 31, December 31, Operations) to
1999 1998 1997 1996 December 31, 1995
------------ ------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period .............................. $ 13.32 $ 13.09 $ 11.98 $ 10.74 $ 10.00
-------- -------- -------- -------- --------
Income from investment
operations:
Net investment income ............... 0.45 0.38 0.30+ 0.27+ 0.13+
Net realized and change in
unrealized gain or loss on
investments ........................ 0.87 0.39 1.79 1.72 0.80
-------- -------- -------- -------- --------
Total from investment
operations ....................... 1.32 0.77 2.09 1.99 0.93
-------- -------- -------- -------- --------
Less distributions:
From net investment income........... (0.36) (0.41) (0.38) (0.30) (0.19)
From net realized gains on
investments ........................ (0.51) (0.13) (0.60) (0.45) --
-------- -------- -------- -------- --------
Total distributions ............... (0.87) (0.54) (0.98) (0.75) (0.19)
-------- -------- -------- -------- --------
Net asset value, end of period ....... $ 13.77 $ 13.32 $ 13.09 $ 11.98 $ 10.74
======== ======== ======== ======== ========
Total return* ........................ 10.22% 5.91% 17.57% 18.81% 9.30%
Net assets, end of period (000's)..... $197,702 $193,562 $122,990 $ 37,690 $ 18,813
Ratio of total expenses to
average net assets .................. 0.74% 0.75% 0.75% 0.80% 1.60%(1)
Ratio of net investment income
to average net assets ............... 3.05% 3.17% 3.20% 3.01% 2.56%(1)
Portfolio turnover rate .............. 142.06% 102.94% 103.08% 105.66% 49.38%
</TABLE>
(1) Annualized.
* The total return percentage does not reflect any separate account charges
under variable annuity contracts and life policies.
+ Per share data calculated using weighted average number of shares
outstanding throughout the period.
14 Aetna Generation Portfolios, Inc.
<PAGE>
(for one share outstanding throughout each period)
<TABLE>
<CAPTION>
Legacy
-----------------------------------------------------------------------------
Period From
July 5, 1995
Year Ended Year Ended Year Ended Year Ended (Commencement of
December 31, December 31, December 31, December 31, Operations) to
1999 1998 1997 1996 December 31, 1995
------------ ------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period ............................ $ 12.37 $ 12.10 $ 11.25 $ 10.64 $ 10.00
-------- -------- -------- -------- --------
Income from investment
operations:
Net investment income ............. 0.52 0.41 0.36+ 0.33+ 0.15+
Net realized and change in
unrealized gain or loss on
investments ...................... 0.34 0.43 1.26 1.15 0.68
-------- -------- -------- -------- --------
Total from investment
operations ..................... 0.86 0.84 1.62 1.48 0.83
-------- -------- -------- -------- --------
Less distributions:
From net investment income......... (0.41) (0.41) (0.39) (0.36) (0.19)
From net realized gains on
investments ...................... (0.33) (0.16) (0.38) (0.51) --
-------- -------- -------- -------- --------
Total distributions ............. (0.74) (0.57) (0.77) (0.87) (0.19)
-------- -------- -------- -------- --------
Net asset value, end of period ..... $ 12.49 $ 12.37 $ 12.10 $ 11.25 10.64
======== ======== ======== ======== ========
Total return* ...................... 7.10% 6.94% 14.50% 14.19% 8.27%
Net assets, end of period
(000's) ........................... $131,207 $148,526 $ 81,650 $ 27,754 $ 18,253
Ratio of total expenses to
average net assets ................ 0.75% 0.76% 0.75% 0.80% 1.62%(1)
Ratio of net investment income
to average net assets ............. 3.75% 3.81% 3.75% 3.45% 2.91%(1)
Ratio of expenses before
reimbursement and waiver to
average net assets ................ 0.75% -- -- -- --
Portfolio turnover rate ............ 139.77% 103.71% 85.01% 111.11% 62.43%
</TABLE>
(1) Annualized.
* The total return percentage does not reflect any separate account charges
under variable annuity contracts and life policies.
+ Per share data calculated using weighted average number of shares
outstanding throughout the period.
Aetna Generation Portfolios, Inc. 15
<PAGE>
ADDITIONAL INFORMATION
The SAI, which is incorporated by reference into this Prospectus, contains
additional information about each Portfolio. The most recent annual and
semiannual reports also contain information about each Portfolio's investments,
as well as a discussion of the market conditions and investment strategies that
significantly affected each Portfolio's performance during the past fiscal year.
You may request free of charge the current SAI or the most recent annual and
semiannual reports, or other information about the Portfolios, by calling
1-800-262-3862 or writing to:
Aetna Generation Portfolios, Inc.
151 Farmington Avenue
Hartford, Connecticut 06156-8962
The SEC also makes available to the public reports and information about the
Portfolios. Certain reports and information, including the SAI, are available on
the EDGAR Database on the SEC's website (http://www.sec.gov) or at the SEC's
public reference room in Washington, D.C. You may call 202-942-8090 to get
information about the operations of the public reference room. You may obtain
copies of reports and other information about the Portfolios, after paying a
duplicating fee, by sending an e-mail request to: [email protected], or by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.
Investment Company Act File No. 811-8934.
16 Aetna Generation Portfolios, Inc.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
(a.1) Articles of Incorporation(1)
(a.2) Articles Supplementary(2)
(a.3) Articles of Amendment(3)
(b) Amended Bylaws(2)
(c) Investment Defining Rights of Holders(4)
(d) Investment Advisory Agreement between Aeltus Investment
Management, Inc. (Aeltus) and Aetna Generation Portfolios,
Inc. (AGPI), on behalf of Aetna Ascent VP, Aetna Crossroads
VP and Aetna Legacy VP(5)
(e) Underwriting Agreement between Aetna Life Insurance and
Annuity Company (Aetna) and AGPI(2)
(f) Directors' Deferred Compensation Plan(6)
(g) Custodian Agreement between AGPI and Mellon Bank, N.A.(1)
(h.1) Administrative Services Agreement between Aeltus and AGPI, on
behalf of Aetna Ascent VP, Aetna Crossroads VP and Aetna Legacy
VP(7)
(h.2) Amendment to Administrative Services Agreement between Aeltus and
AGPI, on behalf of Aetna Ascent VP, Aetna Crossroads VP and Aetna
Legacy VP(5)
(h.3) License Agreement(1)
(i) Opinion and Consent of Counsel
(j) Consent of Independent Auditors
(k) Not applicable
(l) Agreement Concerning Initial Capital(1)
(m) Not applicable
(n) Not applicable
(o) Not applicable
(p.1) Aeltus Code of Ethics(8)
(p.2) Aetna Code of Ethics(8)
(p.3) Aetna Mutual Funds Code of Ethics(8)
(q.1) Power of Attorney (November 6, 1998)(9)
(q.2) Authorization for Signature(10)
1. Incorporated 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. 5 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 15,
1997.
3. Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 27,
1998.
3. Incorporated by reference Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 25,
1996.
<PAGE>
5. Incorporated by reference Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on February 16,
2000.
6. Incorporated by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on February 26,
1998.
7. Incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 27,
1999.
8. Incorporated by reference to Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically with the Securities and Exchange Commission on April 25,
2000.
9. Incorporated by reference to Post-Effective Amendment No. 29 to the
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on December 17,
1998.
10. Incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically with the Securities and Exchange Commission on September
26, 1997.
<PAGE>
Item 24. Persons Controlled by or Under Common Control
Registrant is a Maryland corporation for which separate financial
statements are filed. As of March 31, 2000, Aetna, and its affiliates, had
the following interest in the portfolios of the Registrant, through direct
ownership or through one of Aetna's separate accounts:
% Aetna
-------
Aetna Ascent VP 98.50%
Aetna Crossroads VP 98.93%
Aetna Legacy VP 99.11%
Aetna is an indirectly wholly owned subsidiary of Aetna Inc.
A list of all persons directly or indirectly under common control with the
Registrant and a list which indicates the principal business of each such
company referenced in the diagram are incorporated herein by reference to
Item 24 of Post-Effective Amendment No. 38 to the Registration Statement
on Form N-1A(File No. 33-41694), as filed electronically with the
Securities and Exchange Commission on February 23, 2000.
Item 25. Indemnification
Article 9, Section (d) of the Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit (a.1) of this Post-Effective
Amendment, provides for indemnification of directors and officers. In
addition, the Registrant's officers and directors are currently covered
under a directors and officers errors and omissions liability insurance
policy issued by ICI Insurance Company, which expires October 1, 2002.
Section XI.B of the Administrative Services Agreement incorporated herein
by reference to Exhibit (h.1) of this Post-Effective Amendment, provides
for indemnification of Aeltus, the Administrator.
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 26. Business and Other Connections of Investment Adviser
The investment adviser, Aeltus, is registered as an investment adviser
with the Securities and Exchange Commission. In addition to serving as the
investment adviser and administrator for the Registrant, Aeltus acts as
the investment adviser and administrator for Aetna Variable Fund, Aetna
Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP, Inc., Aetna
GET Fund, Aetna Variable Portfolios, Inc., and Aetna Series Fund, Inc.
(all management investment companies registered under the Investment
Company Act of 1940 (the "1940 Act")). It also acts as investment adviser
to certain private accounts.
<PAGE>
The following table summarizes the business connections of the directors
and principal officers of the investment adviser.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
- ---- with Investment Adviser Since Dec. 31, 1997/Addresses*
----------------------- ------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John Y. Kim Director, President, Chief Executive Director (February 1995 - March 1998) --
Officer, Chief Investment Officer Aetna Life Insurance and Annuity Company;
Senior Vice President (since September 1994)
- Aetna.
J. Scott Fox Director, Managing Director, Chief Vice President (since April 1997) - Aetna
Operating Officer, Chief Financial Retirement Services, Inc.; Director and
Officer Senior Vice President (March 1997 - February
1998) -- Aetna.
Thomas J. McInerney Director President (since August 1997) -- Aetna
Retirement Services, Inc.; Director and
President (since September 1997) -- Aetna;
Executive Vice President (since August 1997)
-- Aetna Inc.
Catherine H. Smith Director Chief Financial Officer (since February 1998)
-- Aetna Retirement Services, Inc.; Director,
Senior Vice President and Chief Financial
Officer (since February 1998) -- Aetna; Vice
President, Strategy, Finance and
Administration, Financial Relations
(September 1996 - February 1998) -- Aetna Inc.
Stephanie A. DeSisto Vice President
Amy R. Doberman Vice President, General Counsel and Counsel (since December 1996) -- Aetna
Secretary Retirement Services, Inc.
Brian K. Kawakami Vice President, Chief Compliance Chief Compliance Officer & Director (since
Officer January 1996) -- Aeltus Trust Company; Chief
Compliance Officer (since August 1993) --
Aeltus Capital, Inc.
Neil Kochen Managing Director, Chief Investment Managing Director (since August 1996) --
Officer, Equity Investments Aeltus Capital, Inc.
Frank Litwin Managing Director, Retail Marketing Managing Director (since May 1998) --
and Sales Aeltus Capital, Inc.
L. Charles Meythaler Managing Director, Institutional Director (since July 1997) -- Aeltus Trust
Marketing and Sales Company.
James Sweeney Managing Director, Fixed Income
Investments
</TABLE>
<PAGE>
* Except with respect to Mr. McInerney and Ms. Smith, the principal
business address of each person named is 10 State House Square,
Hartford, Connecticut 06103-3602. The address of Mr. McInerney and Ms.
Smith is 151 Farmington Avenue, Hartford, Connecticut 06156.
Item 27. Principal Underwriters
(a) In addition to serving as the principal underwriter for the Registrant,
Aetna also acts as the principal underwriter for Aetna Variable Fund,
Aetna Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP, Inc.,
Aetna GET Fund and Aetna Variable Portfolios, Inc. and as the investment
adviser, principal underwriter and administrator for Portfolio Partners,
Inc. (all management investment companies registered under the 1940 Act).
Additionally, Aetna acts as the principal underwriter and depositor for
Variable Annuity Account B of Aetna, Variable Annuity Account C of Aetna,
Variable Annuity Account G of Aetna, and Variable Life Account B of Aetna
(separate accounts of Aetna registered as unit investment trusts under the
1940 Act). Aetna is also the principal underwriter for Variable Annuity
Account I of Aetna Insurance Company of America (AICA) (a separate account
of AICA registered as a unit investment trust under the 1940 Act).
(b) The following are the directors and principal officers of the Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Principal Positions and Offices
Business Address* Underwriter with Registrant
------------------ ------------------------------------ ---------------------
<S> <C> <C>
Thomas J. McInerney Director and President None
Shaun P. Mathews Director and Senior Vice President Director
Catherine H. Smith Director, Senior Vice President and None
Chief Financial Officer
Allan Baker Senior Vice President None
David E. Bushong Senior Vice President None
Paul R. Donovan Senior Vice President None
Steven A. Haxton Senior Vice President None
Gary J. Hegedus Senior Vice President None
Willard I. Hill, Jr. Senior Vice President None
John Y. Kim Senior Vice President and Chief Director
Investment Officer
Martin T. Conroy Vice President and Treasurer None
Kathleen A. Murphy Senior Vice President and Deputy None
General Counsel
Therese Squillacote Vice President and Chief None
Compliance Officer
Thomas P. Waldron Senior Vice President None
Kirk P. Wickman Senior Vice President, General Counsel None
and Corporate Secretary
</TABLE>
<PAGE>
* Except with respect to Mr. Kim, the principal business address of all
directors and officers listed is 151 Farmington Avenue, Hartford,
Connecticut 06156. Mr. Kim's address is 10 State House Square, Hartford,
Connecticut 06103-3602.
(c) Not applicable
Item 28. Location of Accounts and Records
As required by Section 31(a) of the 1940 Act and the rules thereunder, the
Registrant and its investment adviser, Aeltus, maintain physical
possession of each account, book or other document, at 151 Farmington
Avenue, Hartford, Connecticut 06156 and 10 State House Square, Hartford,
Connecticut 06103-3602, respectively.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, Aetna Generation Portfolios, Inc. certifies that it meets all of the
requirements for effectiveness of this registration statement under rule 485(b)
under the Securities Act and has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, duly authorized, in the City of
Hartford, and State of Connecticut, on the 25th day of April, 2000.
AETNA GENERATION PORTFOLIOS, INC.
---------------------------------
(Registrant)
By J. Scott Fox*
-----------------------------
J. Scott Fox
President
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date(s) indicated.
Signature Title Date
- --------- ----- ----
J Scott Fox* President and Director )
- --------------------------- (Principal Executive Officer) )
J. Scott Fox )
)
)
Albert E. DePrince, Jr.** Director )
- --------------------------- )
Albert E. DePrince, Jr. )
)
)
Maria T. Fighetti* Director ) April
- --------------------------- ) 25, 2000
Maria T. Fighetti )
)
)
David L. Grove* Director )
- --------------------------- )
David L. Grove )
)
)
John Y. Kim* Director )
- --------------------------- )
John Y. Kim )
)
)
Sidney Koch* Director )
- --------------------------- )
Sidney Koch )
)
)
Shaun P. Mathews* Director )
- --------------------------- )
Shaun P. Mathews )
)
)
Corine T. Norgaard* Director )
- --------------------------- )
Corine T. Norgaard )
<PAGE>
Richard G. Scheide* Director )
- --------------------------- )
Richard G. Scheide )
)
)
Stephanie A. DeSisto*** Treasurer and Chief Financial )
- --------------------------- Officer (Principal Financial )
Stephanie A. DeSisto and Accounting Officer) )
By: /s/ Amy R. Doberman
---------------------------------------
*Amy R. Doberman
Attorney-in-Fact
*Executed pursuant to Power of Attorney dated November 6, 1998 and filed
with the Securities and Exchange Commission on December 17, 1998.
<PAGE>
Aetna Generation Portfolios, Inc.
EXHIBIT INDEX
Exhibit No. Exhibit Page
----------- ------- ----
99-(i) Opinion and Consent of Counsel
---------------
99-(j) Consent of Independent Auditors
---------------
10 State House Square, SH11
Hartford, CT 06103-3602
Amy R. Doberman
Counsel
Aetna Generation Portfolios, Inc.
April 25, 2000 (860) 275-2032
Fax: (860) 275-2158
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk
Re: Aetna Generation Portfolios, Inc.
Post-Effective Amendment No. 10 to
Registration Statement on Form N-1A
(File No. 33-88334 and 811-8934)
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Generation Portfolios, Inc., a
Maryland corporation (the "Company"). It is my understanding that the Company
has registered an indefinite number of shares of beneficial interest under the
Securities Act of 1933 (the "1933 Act") pursuant to Rule 24f-2 under the
Investment Company Act of 1940 (the "1940 Act").
Insofar as it relates or pertains to the Company, I have reviewed the prospectus
and the Company's Registration Statement on Form N-1A, as amended to the date
hereof, filed with the Securities and Exchange Commission under the 1933 Act and
the 1940 Act, pursuant to which the Shares will be sold (the "Registration
Statement"). I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents and other instruments I have
deemed necessary or appropriate for the purpose of this opinion. For purposes of
such examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, Maryland and the District of
Columbia. My opinion herein as to Maryland law is based upon a limited inquiry
thereof that I have deemed appropriate under the circumstances.
Based upon the foregoing, and assuming the securities are issued and sold in
accordance with the provisions of the Company's Articles of Incorporation and
the Registration Statement, I am of the opinion that the securities will when
sold be legally issued, fully paid and nonassessable.
<PAGE>
Page 2
April 25, 2000
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Amy R. Doberman
Amy R. Doberman
Counsel
Consent of Independent Auditors
The Board of Directors and Shareholders
Aetna Generation Portfolios, Inc.:
We consent to the use of our report dated February 4, 2000 incorporated by
reference herein on Form N-1A relating to Aetna Ascent VP, Aetna Crossroads VP
and Aetna Legacy VP, and to the references to our firm under the headings
"Financial Highlights" in the prospectus and "Independent Auditors" in the
statement of additional information.
/s/ KPMG LLP
KPMG LLP
Hartford, Connecticut
April 25, 2000
