As filed with the Securities and Exchange File No. 33-88334
Commission on August 1, 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. 11
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 11
Aetna Generation PORTFOLIOS, Inc.
---------------------------------
151 Farmington Avenue TS31, Hartford, Connecticut 06156
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(860) 275-3252
Michael Gioffre, Counsel
10 State House Square, Hartford, Connecticut 06103-3602
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(Name and Address of Agent for Service)
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It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
-----
<PAGE>
PARTS A AND B
The Prospectus and Statement of Additional Information are incorporated into
Parts A and B, respectively, of this Post-Effective Amendment No. 11 by
reference to the Fund's filing under Rule 497(j) under the Securities Act of
1933, as filed on May 1, 2000.
The Supplement to the Prospectus is incorporated into Part A of this Post-
Effective Amendment No. 11 by reference to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A (File No. 333-05173), as filed on
August 1, 2000.
The Supplement to the Statement of Additional Information is incorporated into
Part B of this Post-Effective Amendment No. 11 by reference to Post-Effective
Amendment No. 13 to the Registration Statement on Form N-1A (File No.
333-05173), as filed on August 1, 2000.
<PAGE>
PART C
OTHER INFORMATION
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Item 23. Exhibits
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(a.1) Articles of Incorporation(1)
(a.2) Articles Supplementary(2)
(a.3) Articles of Amendment(3)
(b) Amended Bylaws(2)
(c) Instruments Defining Rights of Holders(4)
(d) Investment Advisory Agreement between Aetna Generation
Portfolios, Inc. (Registrant), on behalf of Aetna Ascent VP,
Aetna Crossroads VP and Aetna Legacy VP and Aeltus Investment
Management, Inc. (Aeltus)(5)
(e) Form of Underwriting Agreement between the Registrant and
Aetna Investment Services, Inc.
(f) Directors' Deferred Compensation Plan(6)
(g) Custodian Agreement between the Registrant and Mellon Bank,
N.A.(1)
(h.1) Administrative Services Agreement between the Registrant, on
behalf of Aetna Ascent VP, Aetna Crossroads VP and Aetna
Legacy VP and Aeltus(7)
(h.2) Amendment to Administrative Services Agreement between the
Registrant, on behalf of Aetna Ascent VP, Aetna Crossroads VP
and Aetna Legacy VP and Aeltus(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 Mutual Funds Code of Ethics(8)
(q.1) Power of Attorney (November 6, 1998)(9)
(q.2) Authorization for Signatures(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 (SEC) 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 SEC 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 SEC on April 27, 1998.
4. 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 SEC on April 25, 1996.
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 SEC 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 SEC on February 26, 1998.
<PAGE>
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 SEC on April 27, 1999.
8. Incorporated by reference to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically with the SEC on July 31, 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 SEC 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 SEC on September 26, 1997.
<PAGE>
Item 24. Persons Controlled by or Under Common Control
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Registrant is a Maryland corporation for which separate financial
statements are filed. As of June 30, 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:
<TABLE>
<CAPTION>
% Aetna
-------
<S> <C>
Aetna Ascent VP 98.48%
Aetna Crossroads VP 98.87%
Aetna Legacy VP 98.96%
</TABLE>
Aetna is an indirect 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 26 of the Registration Statement on Form N-4 (File No.
333-37448), as filed electronically with the SEC on May 19, 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 Mutual 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")). Aeltus also acts as the 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 Director, President and Chief Investment
Executive Officer, Chief Officer (since May 2000) - Aetna; Director
Investment Officer (February 1995 - March 1998) - Aetna;
Director, President, Chief Executive Officer,
Chief Investment Officer (since May 1996) -
Aeltus Trust Company; Senior Vice President
(September 1994 - May 2000) - Aetna.
J. Scott Fox Director, Managing Director, Vice President (April 1997 - April 1998) - Aetna
Chief Operating Officer, Chief Retirement Services, Inc.; Director and Senior Vice
Financial Officer President (March 1997 - February 1998) - Aetna.
Thomas J. McInerney Director Director (since February 1998) and President (since
August 1997) - Aetna Retirement Services, Inc.;
Director and President (September 1997 - May 2000) -
Aetna; Executive Vice President (since August 1997) -
Aetna Inc.
Catherine H. Smith Director Director (since March 1999), Senior Vice President
(since April 1999), 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
Brian K. Kawakami Vice President, Chief
Compliance Officer
Neil Kochen Managing Director, Chief
Investment Officer, Equity
Investments
Frank Litwin Managing Director, Retail
Marketing and Sales
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Dec. 31, 1997/Addresses*
---------------------- ------------------------------
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
L. Charles Meythaler Managing Director,
Institutional Marketing
and Sales
James Sweeney Managing Director,
Fixed Income
Investments
</TABLE>
* 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,
AISI 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 Generation Portfolios, Inc. (all
management investment companies registered 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>
Maureen M. Gillis Director and President None
Allan Baker Director and Senior Vice President None
Robert L. Francis Director and Senior Vice President None
Marie Augsberger Senior Vice President None
Steven A. Haxton Senior Vice President None
Gary J. Hegedus Senior Vice President None
Deborah Koltenuk Vice President, Treasurer and Chief None
Financial Officer
Therese Squillacote Vice President and Chief None
Compliance Officer
John F. Todd Corporate Secretary and Counsel None
</TABLE>
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
(c) Not applicable
<PAGE>
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
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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 1st day of August, 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
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 ) August
------------------------------------- ) 1, 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 )
)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Richard G. Scheide* Director )
-------------------------------------
Richard G. Scheide )
)
Stephanie A. DeSisto*** Treasurer and Chief Financial Officer )
------------------------------------- )
Stephanie A. DeSisto (Principal Financial and Accounting Officer) )
</TABLE>
By: /s/ Michael Gioffre
------------------------------------------------
*Michael Gioffre
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
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
99-(e) Form of Underwriting Agreement between the Registrant and Aetna
Investment Services, Inc.
------------------
99-(i) Opinion and Consent of Counsel
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99-(j) Consent of Independent Auditors
------------------
</TABLE>
