AETNA SERIES FUND INC, 485APOS, 1996-12-17

AETNA SERIES FUND INC
485APOS, 1996-12-17

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As filed with the Securities and Exchange File No. 33-85620
Commission on December 17, 1996 File No. 811-6352

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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. 4

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 26

AETNA SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)

151 Farmington Avenue RC4A, 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 RC4A, Hartford, Connecticut 06156
-------------------------------------------------------
(Name and Address of Agent for Service)

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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
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X on March 3, 1997 pursuant to paragraph (a)(1) of Rule 485
---
75 days after filing pursuant to paragraph (a)(2) of Rule 485
---
on _______________________ pursuant to paragraph (a)(2) of Rule 485
---

Aetna Series Fund, 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 expects to file a Rule 24f-2 Notice for its
fiscal year ended October 31, 1996 on or before December 31, 1996.

<PAGE>

Aetna Series Fund, Inc.
Cross-Reference Sheet

Form N-1A
Item No. Caption in Prospectus
- --------------------------------------------------------------------------------
1. Cover Page Cover Page
2. Synopsis Fee Tables
Highlights
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Description of the Fund
How Investment Objectives are
Pursued
Investment Techniques
Risk Factors and Other
Considerations
Investment Restrictions
General Information
5. Management of the Fund Management
Portfolio Management
6. Capital Stock and Other Securities General Information
Shareholder Services
Distributions
Taxes
7. Purchase of Securities Being Offered Shareholder Services
Management
Net Asset Value
Fees and Charges (Adviser Class
Prospectus only)
8. Redemption or Repurchase Shareholder Services
Fees and Charges (Adviser Class
Prospectus only)
9. Legal Proceedings None - Not applicable

<PAGE>

Form N-1A Caption in Statement of
Item No. Additional Information
- --------------------------------------------------------------------------------
Part B - Statement of Additional Information
--------------------------------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information
and History
13. Investment Objectives and Policies Additional Investment
Restrictions and Policies;
Investment Techniques
14. Management of the Registrant Directors and Officers
15. Control Persons and Principal Holders Control Persons and
of Securities Principal Shareholders
16. Investment Advisory and Other Services The Investment Advisory
Agreements
The Subadvisory Agreements
The Administrative
Services Agreements
Distribution Arrangements
Custodian
Independent Auditors
The License Agreement
17. Brokerage Allocation Brokerage Allocation and Trading
Policies
18. Capital Stock and Other Securities Description of Shares
19. Purchase, Redemption and Pricing of Sale and Redemption of
Securities Being Offered Shares
Net Asset Value
Distribution Arrangements
20. Tax Status Tax Status
21. Underwriters Principal Underwriter
Distribution Arrangements

<PAGE>

Form N-1A Caption in Statement of
Item No. Additional Information
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22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements

<PAGE>

Select Class

Aetna
Generation Series
Prospectus
[AETNA LOGO] March 1, 1997
- -------------------------------------------------------------------------------
Aetna Ascent
Aetna Crossroads
Aetna Legacy

Aetna Series Fund, Inc. (Fund) is an open-end management investment company
authorized to issue multiple series of shares, each representing a
diversified portfolio of investments (Series) with different investment
objectives, policies and restrictions. This Prospectus describes three of the
Series: Aetna Ascent, Aetna Crossroads and Aetna Legacy (collectively, the
"Generation Series"). Each Series is an asset allocation fund that allocates
its investments among equities and fixed income securities and is designed
for investors with different investment horizons and risk tolerances. Each
Series is currently authorized to offer two classes of shares, the Adviser
Class and the Select Class. The Select Class of each Series is no-load.

This Prospectus sets forth concisely the information about the Funds and its
Series that you should know before investing. Please read this Prospectus
carefully before investing and retain for future reference. Additional
information about the Fund and its Series, including a Statement of
Additional Information (Statement) dated March 1, 1997, has been filed with
the Securities and Exchange Commission (Commission). The Statement is
incorporated by reference into this Prospectus and is available upon request
and without charge by calling 1-800-367-7732 or by writing to Aetna Series
Fund, Inc., at 151 Farmington Avenue, Hartford, Connecticut 06156-8962.
Additional information filed with the Commission can be obtained by
contacting the Commission at its Web Site (http://www.sec.gov).

This Prospectus is for investors eligible to purchase Select Class shares. A
separate Prospectus is available for investors eligible to purchase Adviser
Class shares. Sales charges, expenses and performance will vary with respect
to each class.

Investment Objectives
- -------------------------------------------------------------------------------
Aetna Ascent (Ascent) seeks to provide capital appreciation.

Aetna Crossroads (Crossroads) seeks to provide total return (i.e., income and
capital appreciation, both realized and unrealized).

Aetna Legacy (Legacy) seeks to provide total return consistent with
preservation of capital.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

Table of Contents

Highlights 3
Fee Tables 5
Financial Highlights 7
Description of the Fund 8
How Investment Objectives are Pursued 8
Investment Techniques 13
Risk Factors and Other Considerations 16
Investment Restrictions 20
Shareholder Services 21
Other Features 27
Cross Investing 27
Management 28
Portfolio Management 29
Distributions 30
Net Asset Value 31
Taxes 31
General Information 32
Performance Data 34
Appendix A--Glossary of Investment Terms 35
Appendix B--Description of Corporate Bond Ratings 38

2 Aetna Generation Series Prospectus
<PAGE>

Highlights

What Is a Mutual Fund and What Are Its Advantages? A mutual fund pools the
money of a number of investors and invests in a portfolio of securities on
their behalf. Mutual funds allow you to spread risk through diversification
and to benefit from professional management. You have immediate access to
your money simply by writing a letter.

What Series Are Offered? The following mutual funds are offered by this
Prospectus, each with its own objective and policies and all of which are
diversified portfolios under the Investment Company Act of 1940 (1940 Act).
The Series are asset allocation funds that seek to maximize long-term
investment returns at an acceptable level of risk. Aetna Ascent is designed
for investors who have an investment horizon exceeding 15 years and who have
a high level of risk tolerance. Aetna Crossroads is designed for investors
who have an investment horizon exceeding 10 years and who have a moderate
level of risk tolerance. Aetna Legacy is designed for investors who have an
investment horizon exceeding five years and who have a low level of risk
tolerance.

What are the Risks? The different types of securities purchased and
investment techniques used by the above mutual funds involve varying amounts
of risk.

What is the Difference Between Select and Adviser Class Shares? Two classes
of shares are available, the Select Class shares and the Adviser Class
shares, Select Class shares are only offered to (1) certain corporate
retirement plans and wrap fee programs; (2) salaried employees and persons
retired from salaried positions (including members of employees' and retired
persons' immediate families) of Aetna Life Insurance and Annuity Company
(Aetna) and its affiliates; (3) certain insurance companies (including
separate accounts); (4) registered investment companies; (5) investment
advisers and broker-dealers acting for their own account; (6) persons who
were and remained shareholders from the time Adviser Class shares were first
offered and their immediate family members; (7) the Fund's Board of Directors
(Directors) and (8) members of such other groups as may be approved by the
Directors.

Select Class shares are no-load, which means you do not pay any sales
charges, distribution or service fees. Adviser Class shares are subject to a
contingent deferred sales charge at a maximum rate of 1%, declining to 0%
after four years from the date of initial purchase. Additionally, Adviser
Class shares are subject to a distribution fee at an annual rate of 0.50% and
a service fee at an annual rate of 0.25% of the average daily net assets.

3 Aetna Generation Series Prospectus
<PAGE>

How Can I Purchase Shares? You may purchase shares by completing an
application and sending it as described under "Shareholder Services." Your
initial purchase must be for a minimum of $1,000 for each Series with a
minimum of $500 for Individual Retirement Accounts (IRA). Participants in
employer-sponsored retirement plans should refer to their plan materials. We
also offer a systematic investment program that enables you to purchase
shares on a regular basis. See "Shareholder Services" and "Other Features"
for complete details.

When Can I Redeem Shares? Shares may be redeemed on each day that the New
York Stock Exchange (NYSE) is open for business. Select Class shares are
redeemable at net asset value. See "Shareholder Services" for further
information.

Who is Managing the Assets? Aetna serves as the investment adviser for each
of the Series and Aeltus Investment Management, Inc. (Aeltus) serves as the
subadviser for each of the Series. Aetna and Aeltus (collectively, the
"Adviser") are both indirect wholly-owned subsidiaries of Aetna Retirement
Services, Inc., which is in turn an indirect wholly-owned subsidiary of Aetna
Inc. See "Management" for further information.

What if I have Additional Questions? Shareholders enjoy a high level of
customer service. Please call 1-800-367-7732 if you have questions about your
account or would like to initiate a transaction. Please call 1-800-238-6263
if you would like to receive an additional prospectus, application or
information about the Fund.

4 Aetna Generation Series Prospectus
<PAGE>

Fee Tables

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Select Class Shareholder Transaction Expenses

Select Class shares are not subject to Shareholder Transaction Expenses which
include sales charges on purchases, deferred sales charges on redemptions,
sales charges on dividend reinvestments and exchange fees.
- -------------------------------------------------------------------------------

Select Class Annual Operating Expenses
(as a percentage of average daily net assets)

Total
Management/ Administrative Other Operating
Advisory Fee Fee Expenses Expenses
------------ ----------------- ------------------------------- -------------
Ascent
Crossroads
Legacy

The expenses shown above are based on the year ended October 31, 1996.
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Select Class Example

Using the above percentages, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and redemption at the end of each of
the periods shown:

1 Year 3 Years 5 Years 10 Years
- ------------------ ----------- ------------ ------------ -------------
Ascent
Crossroads
Legacy

This example should not be considered an indication of prior or future
expenses. Actual expenses for the current year may be greater or less than
those shown.
- -------------------------------------------------------------------------------

Adviser Class Shareholder Transaction Expenses

Deferred Sales
Sales Charge Charge on
on Purchases Redemptions(1)
(as a (as a
percentage percentage of Sales Charge
of purchase redemption on Dividend Exchange
price) proceeds) Reinvestment Fee
- ------------ ---------------- ------------------ ----------------- ----------
Ascent
Crossroads
Legacy

(1) The contingent deferred sales charge set forth in the above table is the
maximum redemption charge imposed on Adviser Class shares. Investors may pay
charges less than 1.0%, depending on the length of time the shares are held.

5 Aetna Generation Series Prospectus
<PAGE>

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Adviser Class
Estimated Annual Operating Expenses
(as a percentage of average daily net assets)

Total
Management/ Administrative 12b-1 Other Operating
Advisory Fee Fee Fee(1) Expenses Expenses
- ---------- --------------- ----------------- ------ ---------- -----------
Ascent
Crossroads
Legacy

(1) Amounts reflected in "Other Expenses" and "Total Operating Expenses" are
estimated amounts based on expenses for comparable funds. Actual expenses
may be greater or less than estimated. These expenses as a percentage of
assets are higher than those paid by most investment companies. Adviser
class shares are also subject to a distribution fee (12b-1 fee) at an
annual rate of 0.50% and a service fee at an annual rate of 0.25% of the
value of average daily net assets of the Adviser class. See "Management."
- -------------------------------------------------------------------------------

Adviser Class
Example

Using the above percentages, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and either redemption at the end of
each of the periods shown or no redemption.

1 Year 3 Years 5 Years 10 Years
- ----------------------------------------- ------- ------- -------- ---------

Ascent
Redemption at end of each time period
No Redemption
Crossroads
Redemption at end of each time period
No Redemption
Legacy
Redemption at end of each time period
No Redemption

This example should not be considered an indication of prior or future
expenses. Actual expenses may be greater or less than those shown. This
example reflects, among other things, the application of the maximum Deferred
Sales Charge imposed on Adviser Class shares.
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The Fund offers two classes of shares for each of its Series, Select Class
and Adviser Class. Because the expenses and sales charges vary between the
classes, the performance of each class will vary. Registered representatives
may receive different levels of compensation depending on the class sold.
Additional information regarding the classes may be obtained by calling your
representative or 1-800-238-6263.

6 Aetna Generation Series Prospectus
<PAGE>

Financial Highlights
(for one outstanding share throughout each period)

The selected data presented below for, and as of the end of, the periods
January 4, 1995 to October 31, 1995 and November 1, 1995 and October 31, 1996
are derived from the financial statements of Aetna Series Fund, Inc., which
financial statements have been audited by KPMG Peat Marwick LLP, independent
auditors. The financial statements as of, and for the years ended October 31,
1995 and October 31, 1996, and the independent auditors' report thereon, are
included in the annual report which is incorporated by reference into the
Statement.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Ascent Crossroads Legacy
------------------ ------------------ -----------------
1996 1995 1996 1995 1996 1995
-------- -------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations
Net Investment Income
Net Realized and Change in Unrealized Gain
Net Asset Value, End of Period
Total Return*
Net Assets, End of Period (000's)
Ratio of Total Investment Expenses to Average
Net Assets**
Ratio of Net Investment Income to Average Net
Assets**
Portfolio Turnover Rate
</TABLE>

Per share data calculated using average number of shares outstanding
throughout the period.

* Not Annualized.
** Annualized.

Additional information about the performance of the Generation Series is
contained in the Annual Report dated October 31, 1996. The Annual Report is
incorporated herein by reference and is available, without charge, by writing
to the Fund at the address listed on the first page of this Prospectus or by
calling 1-800-238-6263.

7 Aetna Generation Series Prospectus
<PAGE>

Description of the Fund

Investment Objectives

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.

The Fund is a management investment company incorporated in the State of
Maryland made up of multiple portfolios or series, each of which is
diversified under the 1940 Act. Each has an investment objective which is
fundamental. There can be no assurance that a Series will meet its investment
objective. Each Series is subject to investment restrictions described in
this Prospectus and in the Statement, some of which are fundamental policies.
The investment objective and fundamental investment policies of a Series may
be changed only by a vote of a majority of the outstanding shares (both
Adviser and Select Class) of that Series (as defined in the 1940 Act). A
glossary describing various investment terms relating to securities that may
be held is contained in Appendix A.

How Investment Objectives Are Pursued

Investment Strategies

Each Series has a different asset allocation strategy, which corresponds with
different investment objectives and levels of investment risk. The strategy
establishes separate allocation benchmarks and ranges for each asset class.
The benchmark allocations describe a typical asset allocation strategy under
neutral market conditions. The allocation ranges describe the permissible
range of asset allocations allowed. The ranges are designed to allow the
Adviser to achieve optimal allocation of assets, based on different
investment objectives and levels of investment risk. The Adviser may adjust
the asset class mix of a particular Series within the ranges described below.

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.

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. Crossroads will invest
no more than 60% of its assets in any combination

8 Aetna Generation Series Prospectus
<PAGE>

of the following asset classes, which are defined below: securities in the
Small Capitalization Stock Class with capitalization of $1 billion or less,
securities in the U.S. Dollar Bond Class that are below investment grade
(which are characterized as high risk, high-yield securities or "junk
bonds"), securities in the International Stock Class and securities in the
International Bond Class.

Legacy is managed for investors primarily seeking total return consistent
with capital preservation, who generally have an investment horizon exceeding
five years and who have a low level of risk tolerance. Legacy will invest no
more than 35% of its assets in any combination of the following asset
classes, which are defined below: securities in the Small Capitalization
Stock Class with capitalization of $1.0 billion or less, securities in the
U.S. Dollar Bond Class that are below investment grade (which are
characterized as high risk, high-yield securities "junk bonds"), securities
in the International Stock Class and securities in the International Bond
Class.
The allocation benchmarks and asset class ranges and comparative indexes
are shown below:
<TABLE>
<CAPTION>
Comparative
Asset Class Ascent Crossroads Legacy Index
- ------------------------------ ----------- --------------- ----------- ---------------------------------
<S> <C> <C> <C> <C>
Equities
Large Capitalization Stocks
Range 0-60% 0-45% 0-30% Standard & Poor's 500 Stock Index
Benchmark 20% 15% 10%
Small Capitalization Stocks
Range Russell 2000 Small Cap Stock
0-40% 0-30% 0-20% Index
Benchmark 20% 15% 10%
International Stocks
Range Morgan Stanley Capital
International Europe, Australia
0-40% 0-30% 0-20% and Far East Index
Benchmark 20% 15% 10%
Real Estate Stocks
Range National Association of Real
Estate Investment Trusts Equity
0-40% 0-30% 0-20% REIT Index
Benchmark 20% 15% 10%
Fixed Income
U.S. Dollar Bonds
Range Salomon Brothers Broad Investment
0-30% 0-70% 0-100% Grade Index
Benchmark 10% 25% 40%
International Bonds
Range Salomon Brothers Non-U.S. World
0-20% 0-20% 0-20% Government Bond Index

9 Aetna Generation Series Prospectus
<PAGE>

Comparative
Asset Class Ascent Crossroads Legacy Index
- ------------------------------ ----------- --------------- ----------- ---------------------------------
Benchmark 10% 10% 10%
Money Market Instruments
Range 0-30% 0-30% 0-30% 91 Day T-Bill
Benchmark 0% 5% 10%
</TABLE>

The Adviser will allocate the assets of each Series within the specified
ranges. The benchmark asset mix represents (1) how a Series may allocate its
assets under neutral market conditions and (2) a basis for measuring the
performance of each Series. The Adviser monitors a "hypothetical benchmark
portfolio" consisting of a benchmark allocation in each comparative index.
The Adviser may compare the performance of each Series to its corresponding
hypothetical benchmark portfolio.

The asset allocation of each Series may be above or below the benchmark
allocation, based on the Adviser's ongoing evaluation of the expected returns
and risks of each asset class relative to other classes. If the Adviser
believes that the expected return for a particular asset class is higher than
normal relative to the other classes, investment in the class generally will
be weighted more heavily than it would be in the Series' benchmark
allocation. If the expected return for a particular asset class is less than
normal in relation to the other classes, generally it will be underweighted
relative to the Series' benchmark allocation.

The Adviser regularly reviews the investment allocations of each Series
and will vary the amount invested in each class within the ranges set forth
above, depending upon its assessment of business, economic, market and other
conditions. For example, the Adviser may adjust the allocation mix in
response to changes in circumstances with respect to particular issuers or
industries, in response to interest rate movements or other economic
conditions. In determining the asset mix of a particular Series, the Adviser
will consider many specific factors, including, among other things: the
dividend discount model, expected returns, bond yields, price-to-earnings
ratios, dividend yields and inflation. There can be no assurance that any
given allocation is the optimal allocation, although the Adviser allocates
assets in a manner it believes will aid in achieving a Series' investment
objective.

The asset allocation limits described above apply at the time of purchase
of a particular security. Each Series may also invest in other securities not
included in the asset classes listed above. These securities are described
below.

The securities in which the Series invest involve risks, which are
described below in "Investment Techniques" and "Risk Factors and Other
Considerations."

10 Aetna Generation Series Prospectus
<PAGE>

Equity Securities

Each Series may invest its assets in equity securities that the Adviser
believes have the potential for capital appreciation. These may include the
equity securities of larger, widely-traded companies, smaller, less
well-known securities, foreign securities and real estate-related securities.

Securities in this asset class include convertible debentures and preferred
securities and warrants.

Large Capitalization Stock Class. Equity securities in this class generally
have equity market capitalizations at the time of purchase of more than $1
billion, are U.S. domiciled and generally are widely traded on U.S.
exchanges.

Small Capitalization Stock Class. Equity securities in this class are issued
by smaller, less well-known U.S. companies with equity market capitalization
generally less than $1.0 billion. These securities may involve greater risks,
because their issuers may be untested in adverse market conditions, may have
limited product lines or financial resources or may trade less frequently
than larger-capitalized companies. As a result, the prices of these
securities may fluctuate more than prices of larger, more widely-traded
companies.

International Stock Class. Equity securities in this class may be issued by
companies domiciled or engaged in business principally in countries outside
of the United States. The Adviser believes that investment in foreign
securities offers significant potential for long-term capital appreciation
and affords substantial opportunities for investment diversification. Each
Series may invest in ordinary foreign shares, American Depositary Receipts
(ADRs), futures contracts on foreign stock indices and other derivative
securities within the limits set forth below. Investments in securities of
foreign companies and in securities denominated in foreign currencies involve
certain risks. See "Risk Factors and Other Considerations" for more
information.

Real Estate Stock Class. Equity securities in this class include equity real
estate investment trusts (REITs), real estate development and real estate
operating companies, and shares of companies engaged in other real estate
related businesses. Each Series will invest the real estate portion of its
portfolio primarily in equity REITs, which are trusts that sell shares to
investors and use the proceeds to invest in real estate or interests in real
estate. A REIT may focus on a particular project, such as apartment
complexes, or geographic region, such as the Northeastern United States, or
both.

11 Aetna Generation Series Prospectus
<PAGE>

Fixed Income Securities

Each Series may invest in fixed income securities, including obligations of
the United States and foreign governments and high-risk, high-yield (junk
bond) securities as well as obligations of corporations.

The value of fixed income securities fluctuates in response to changes in
interest rates. Generally, when interest rates fall, the value of fixed
income securities increases. Conversely, when interest rates rise, the value
of fixed income securities decreases. The amount of increase or decrease in
value is affected by other factors, including the maturity of the security.
Fixed income securities are subject to various risks, including the
creditworthiness of the issuer and other economic factors.

U.S. Dollar Bonds Class consists of any fixed income security denominated in
U.S. dollars. Examples of securities in this class include U.S. Government
securities, debt securities issued by U.S. corporations, supranational
agencies, tax-exempt municipal bonds and mortgage-backed securities.

U.S. Government Securities consists of direct obligations of the U.S.
Government, such as treasury bills, notes and bonds which are backed by the
full faith and credit of the United States, or indirect obligations of the
U.S. Government, such as notes and bonds which are guaranteed by agencies and
instrumentalities of the U.S. Government. Securities of such agencies and
instrumentalities are backed by either the full faith and credit of the U.S.
Treasury, the right of the issuer to borrow from the U.S. Treasury, or the
credit of the agency or instrumentality. Securities in this group also
include repurchase agreements collateralized by U.S. Government agency
securities, separately traded principal and interest components of certain
U.S. Government securities (STRIPs) and zero coupon bonds.

Corporate Bonds include investment grade debt securities and high risk,
high-yield securities or "junk bonds". Investment grade debt securities
include corporate bonds, mortgage-backed and other asset-backed and debt
securities (described below) rated in the four highest categories by Standard
& Poor's Corporation (Standard & Poor's) or Moody's Investor's Services, Inc.
(Moody's), and other debt instruments with similar ratings by other
nationally recognized statistical rating organizations or, if unrated,
considered by the Adviser to be of similar quality. High risk, high-yield
securities, or "junk bonds," carry more credit risk and are rated BB or below
by Standard & Poor's or Ba or below by Moody's or, if unrated, are considered
by the Adviser to be of comparable quality. Each Series will not invest more
than 15% of its assets in high-risk, high-yield securities. See "Risk Factors
and Other Considerations" for further information.

12 Aetna Generation Series Prospectus
<PAGE>

Mortgage-Backed Securities The Series may invest in mortgage-backed and
other pass-through securities. Payments of interest and principal on these
securities may be guaranteed by an agency or instrumentality of the U.S.
Government such as GNMA, FHLMC and FNMA. These securities represent part
ownership of a pool of mortgage loans where principal is scheduled to be paid
back by the borrower over the length of the loan rather than returned in a
lump sum at maturity. The Series may also invest in private mortgage pass-
through securities backed by pools of conventional fixed-rate or
adjustable-rate mortgage loans. In addition, a Series may invest in CMOs and
securities issued by real estate mortgage investment conduits (REMICs).
Mortgage-backed securities are subject to the same prepayment risk as
asset-backed securities.

International Bond Class Securities in this class include debt securities
denominated in currencies other than the U.S. dollar. Generally, these
securities are issued by foreign corporations and foreign governments and are
traded on foreign markets. Investment in international debt securities that
are denominated in foreign currencies involves certain risks. See "Risk
Factors and Other Considerations."

Money Market Instruments

Each Series may invest in high quality money market instruments that present
minimal credit risk.
Money Market securities include U.S. Government obligations, repurchase
agreements, certificates of deposit, banker's acceptances, bank deposits,
other financial institution obligations, commercial paper and other
short-term commercial obligations. These securities may include instruments
that have variable interest rates which, in the opinion of the Adviser, will
maintain a value at or close to the face value of the security. Each Series
may keep a portion of its assets in cash.

Investment Techniques

The Generation Series may use the following investment techniques:

Borrowing Each Series may borrow up to 5% of the value of its total assets
from a bank for temporary or emergency purposes. The Series does not intend
to borrow for other purposes; except that it may invest in leveraged
derivatives which have certain risks as outlined below. The Series may borrow
for leveraging purposes only if after the borrowing, the value of the Series'
net assets including proceeds from the borrowings, is equal to at least 300%
of all outstanding borrowings. Leveraging can increase the volatility of a
Series since it exaggerates the effects of changes in the value of the
securities purchased with the borrowed funds.

13 Aetna Generation Series Prospectus
<PAGE>

Securities Lending Each Series may lend its portfolio securities; however,
the value of the loaned securities (together with all other assets that are
loaned, including those subject to repurchase agreements) may not exceed
one-third of the Series' total assets. The Series will not lend portfolio
securities to affiliates. Though fully collateralized, lending portfolio
securities involves certain risks, including the possibility that a Series
may incur costs in liquidating the collateral or a loss if the collateral
declines in value. In the event of a disparity between the value of the
loaned security and the collateral, there is the additional risk that the
borrower may fail to return the securities or provide additional collateral.

Repurchase Agreements The Series may enter into repurchase agreements with
domestic banks and broker-dealers. Under a repurchase agreement, the Series
may acquire a debt instrument for a relatively short period subject to an
obligation by the seller to repurchase and by the Series to resell the
instrument at a fixed price and time. Such agreements, although fully
collateralized, involve the risk that the seller of the securities may fail
to repurchase them. In that event, a Series may incur costs in liquidating
the collateral or a loss if the collateral declines in value. If the default
on the part of the seller is due to insolvency and the seller initiates
bankruptcy proceedings, the ability of a Series to liquidate the collateral
may be delayed or limited.
The Directors have established credit standards for issuers of repurchase
agreements entered into by the Series.

Asset-Backed Securities Each Series may purchase securities collateralized by
a specified pool of assets, including, but not limited to, credit card
receivables, automobile, home equity, mobile home, and recreational vehicle
loans. These securities are subject to prepayment risk. In periods of
declining interest rates, reinvestment would thus be made at lower and less
attractive rates.

Zero Coupon and Pay-in-Kind Bonds Each Fund may invest in zero coupon
securities and pay-in-kind bonds. Zero coupon securities and pay-in-kind
bonds are subject to greater price fluctuations in response to changes in
interest rates than are ordinary interest-paying securities with similar
maturities. The value of zero coupon securities and pay-in-kind bonds
appreciate more during periods of declining interest rates and depreciate
more during periods of rising interest rates.

Bank Obligations Each Series may invest in obligations issued by domestic or
foreign banks (including banker's acceptances, commercial

14 Aetna Generation Series Prospectus
<PAGE>

paper, bank notes, time deposits and certificates of deposit) provided the
issuing bank has a minimum of $5 billion in assets and a primary capital
ratio of at least 4.25%.

Options, Futures Contracts and Other Derivative Instruments A derivative is a
financial instrument, the value of which depends on (or "derives" from) the
value of an underlying asset, such as a security, interest rate, currency
rate or index. In addition to futures and options, derivatives include, but
are not limited to, forward contracts, swaps, structured notes, and CMOs.
A Series may engage in various strategies using derivatives, including
managing its exposure to changing interest rates, securities prices and
currency exchange rates (collectively known as hedging strategies), or
increasing its investment return. For purposes other than hedging, a Series
will invest no more than 5% of its total assets in derivatives which at the
time of purchase are considered by management to involve high risk to the
Series. These would include inverse floaters, interest-only and
principal-only securities.
Each Series may buy and sell options (including index options and options
on foreign securities), and may invest in futures contracts and related
options with respect to foreign currencies, fixed income securities, and
foreign stock indices.
Some of these strategies, such as selling futures contracts, buying puts
and writing calls, hedge against price fluctuations. Other strategies, such
as buying futures contracts, writing puts, buying calls and interest rate
swaps, tend to increase market exposure. In some cases, a Series may buy a
futures contract for the purpose of increasing its exposure in a particular
market segment, which may be considered speculative, rather than hedging. The
aggregate futures market prices of financial instruments required to be
delivered or purchased under open futures contracts may not exceed 30% of
Legacy's total assets, 60% of Crossroads total assets and 100% of Ascent's
total assets. With respect to futures contracts or related options that are
entered into for purposes that may be considered speculative, the aggregate
initial margin for futures contracts and premiums for options will not exceed
5% of a Series' net assets, after taking into account realized profits and
unrealized losses on such futures contracts.
When a Series writes a call option, it gives the purchaser the right, but
not the obligation, to buy a particular security at a set price within a set
time. The Series receives income from the premium paid by the purchaser. The
calls are "covered," which means that the Series owns the securities that are
subject to the call (although it may substitute other qualifying securities).
There is no limit on the amount of a Series' total assets that may be subject
to calls.

15 Aetna Generation Series Prospectus
<PAGE>

When a Series writes a put option, it gives the purchaser the right, but
not the obligation, to require the Series to buy a particular security at a
set price within a set time. Writing puts requires the segregation of liquid
assets to cover the put. A Series will not write a put if it will require
more than 50% of the Series' net assets to be segregated to cover the put
obligation.
All of these are referred to as "hedging instruments." Investment in these
hedging instruments involves certain risks, which are described below under
"Risk Factors and Other Considerations" and in the Statement.

Supranational Agencies Each Series may invest up to 10% of its net assets in
securities of supranational agencies such as: the International Bank for
Reconstruction and Development (commonly referred to as the World Bank),
which was chartered to finance development projects in developing member
countries; the European Community, which is a twelve-nation organization
engaged in cooperative economic activities; the European Coal and Steel
Community, which is an economic union of various European nations' steel and
coal industries; and the Asian Development Bank, which is an international
development bank established to lend funds, promote investment and provide
technical assistance to member nations in the Asian and Pacific regions.
Securities of supranational agencies are not considered government securities
and are not supported directly or indirectly by the U.S. Government, nor are
they considered foreign securities for purposes of investment policies.

Illiquid and Restricted Securities Each Series may invest up to 15% of its
total assets in illiquid securities. Illiquid securities are securities that
are not readily marketable or cannot be liquidated within seven days in the
ordinary course of business without taking a materially reduced price. In
addition, a Series may invest in securities that are subject to legal or
contractual restrictions on resale, including securities purchased under Rule
144A and Section 4(2) of the Securities Act of 1933. The Directors have
established a policy to monitor the liquidity of securities acquired by its
Series.

Other Investments In addition, each Series may use other investment
techniques, including when-issued, delayed-delivery, forward commitment
securities and variable rate instruments. These techniques are described in
Appendix A and in the Statement.

Risk Factors and Other Considerations

16 Aetna Generation Series Prospectus
<PAGE>

in the stock market or in the value of the issuing company and preferred
stocks have price risk and some interest rate and credit risk. The value of
fixed income or debt securities may be affected by changes in general
interest rates and in the creditworthiness of the issuer. Debt securities
with longer maturities (for example, over ten years) are more affected by
changes in interest rates and provide less price stability than securities
with short term maturities (for example, one to ten years). Also, on each
debt security, there is a risk of principal and interest default which will
be greater with higher-yielding, lower-grade securities. High-risk,
high-yield securities ("junk bonds") may provide a higher return but with
added risk. In addition, foreign securities have currency risk.

Portfolio Turnover Portfolio turnover refers to the frequency of portfolio
transactions and the percentage of portfolio assets being bought and sold in
the aggregate during the year. Although the Adviser does not purchase
securities with the intention of profiting from short-term trading, the
Adviser may buy and sell securities when the Adviser believes such action is
appropriate. It is anticipated that the average annual turnover rate may
exceed 125%. Higher turnover rates have resulted and are expected to continue
to result in higher transaction costs relating to stock or equity
transactions, which costs are borne directly by the Series. The Adviser
anticipates that these higher costs are offset by the potentially improved
performance that is sought by numerous portfolio transactions. High turnover
rates may also result in a possible increase in short-term capital gains or
losses. See "Distributions," "Taxes" and the Statement for additional
information.

Cash or Cash Equivalents The Adviser reserves the right to temporarily depart
from a Series' investment objective by investing up to 100% of its assets in
cash or money market instruments for defense against potential market
declines. In addition, all Series reserve the right to deposit some or all of
their uninvested cash balances into one or more joint accounts authorized by
the Commission.

Foreign Securities The purchase of foreign securities may involve certain
additional risks. Such risks include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; possible difficulty in obtaining and enforcing judgments
against foreign entities; adverse foreign political and economic
developments; different accounting procedures and auditing standards; the
possible imposition of withholding taxes on interest income payable on
securities; the possible seizure or nationalization of foreign assets; the
possible establishment of exchange controls or

17 Aetna Generation Series Prospectus
<PAGE>

other foreign laws or restrictions which might adversely affect the payment
and transferability of principal, interest and dividends on securities;
higher transaction costs; possible settlement delays; and less publicly
available information about foreign issuers.

Depositary Receipts The Series can invest in both sponsored and unsponsored
depositary receipts. Unsponsored depositary receipts, which are typically
traded in the over-the-counter market, may be less liquid than sponsored
depositary receipts and therefore may involve more risk. In addition, there
may be less information available about issuers of unsponsored depositary
receipts.
The Series will generally acquire American Depositary Receipts (ADRs)
which are dollar denominated, although their market price is subject to
fluctuations of the foreign currency in which the underlying securities are
denominated. See Appendix A and the Statement for more information.

Real Estate Securities A Series' investments in real estate securities may be
subject to certain of the same risks associated with the direct ownership of
real estate. These risks may include: declines in the value of real estate;
risks related to general and local economic conditions, overbuilding and
competition; increases in property taxes and operating expenses; and
variations in rental income. In addition, equity REITs may be dependent upon
management skill, may not be diversified, and may be subject to the risks of
obtaining adequate financing for projects on favorable terms. Equity REITs
also are subject to the possibility of failing to qualify for tax-free
pass-through of income under the Internal Revenue Code (Code) and failing to
maintain exemption from the Investment Company Act of 1940, as amended (1940
Act).

High-Risk, High-Yield Securities (junk bonds) The Series may invest in high
risk, high-yield securities, often called "junk bonds." These securities are
rated BB/Ba or below, or, if unrated, are considered to be of comparable
quality. These securities tend to offer higher yields than investment-grade
bonds because of the additional risks associated with them. These risks
include: a lack of liquidity; an unpredictable secondary market; a greater
likelihood of default; increased sensitivity to difficult economic and
corporate developments; call provisions which may adversely affect investment
returns; and loss of the entire principal and interest.
Although junk bonds are high-risk investments, they may be purchased if
they are thought to offer good value. This may happen if, for example, the
rating agencies have, in the Adviser's opinion, misclassified the bonds or
overlooked the potential for the issuer's enhanced creditworthiness.

18 Aetna Generation Series Prospectus
<PAGE>

Derivatives

Derivatives can be volatile investments and involve certain risks. As
described above under "Investment Techniques--Options, Futures and Other
Derivative Instruments," the Series may use derivative instruments including
U.S. Government derivatives.
A Series may purchase separately traded principal and interest components of
certain U.S. Government securities (STRIPS). In addition, a Series may
acquire custodial receipts that represent ownership in a U.S. Government
security's future interest or principal payments. These securities are known
by such exotic names as TIGRS and CATS and may be issued at a discount to
face value. They are generally more volatile than normal fixed income
securities because interest payments are accrued rather than paid out in
regular installments.
Options and futures contracts can be volatile investments and involve
certain risks, including, but not limited to: no assurance that futures
contracts transactions can be effected at favorable prices; possible
reduction in a Series' total return and yield; possible reduction in the
value of the futures instrument; the inability of a Series to limit losses by
closing its position due to lack of a liquid secondary market or due to daily
limits of price fluctuation; imperfect correlation between the value of the
contracts and the related securities; and potential losses in excess of the
amount invested in the futures contracts themselves.
The use of futures involves a high degree of leverage because of the low
margin requirements. As a result, small price movements in futures contracts
may result in immediate and potentially unlimited gains or losses to a
Series. The amount of gains or losses on investments in futures contracts
depends on the portfolio manager's ability to predict correctly the direction
of stock prices, interest rates and other economic factors.
In writing puts, there is the risk that a Series may be required to buy the
underlying security at a disadvantageous price. In addition, it must
segregate assets to cover its obligations with respect to the sale of a put.
In writing calls, a Series may forego profits on an increase in the price of
an underlying security if the purchaser exercises the call option. In
addition, a Series could experience capital losses that might cause
previously-distributed income to be recharacterized for tax purposes as a
return of capital to shareholders.
The use of forward currency contracts may reduce the gain that otherwise
would result from a change in the relationship between the U.S. dollar and a
foreign currency. To limit its exposure in foreign currency exchange
contracts, the Series limit their exposure to the amount of their respective
assets denominated in the foreign currency. Interest rate swaps are subject
to credit risks (if the other party fails to meet its obligations) and also
to interest rate risks, because the Series could be

19 Aetna Generation Series Prospectus
<PAGE>

obligated to pay more under its swap agreements than they receive under them,
as a result of interest rate changes.
Cross-hedging entails a risk of loss on both the value of the security that
is the basis of the hedge and the currency contract that was used in the
hedge. These risks are described in greater detail in the Statement.

Variable Rate Instruments, When-Issued and Delayed-Delivery Transactions
When-issued, delayed-delivery and variable rate instruments may be subject
to liquidity risks, credit risks and risks of loss of principal due to market
fluctuations. Each Series will establish a segregated account in which it
will maintain liquid assets in an amount at least equal to the Series'
commitments to purchase securities on a when-issued or delayed-delivery
basis. For more information about these securities, see Appendix A and the
Statement.

Special Considerations Investors should be aware that the investment results
of the Series depend in part upon the Adviser's ability to anticipate
correctly the relative performance of stocks, bonds and money market
instruments.
While the Adviser has substantial experience in managing all asset
classes, there can be no assurance the Adviser will always allocate assets to
the best performing sectors. A Series' performance would suffer if a major
portion of its assets were allocated to stocks in a declining market or,
similarly, if a major portion of its assets were allocated to bonds at a time
of adverse interest rate movement.

Investment Restrictions

A Series will not concentrate its investments in any one industry, except
that a Series may invest up to 25% of its total assets in securities issued
by companies principally engaged in any one industry. For purposes of this
restriction, finance companies will be classified as separate industries
according to the end users of their services, such as automobile finance,
computer finance and consumer finance. This limitation will not apply to
securities issued or guaranteed by the U.S. Government, its agencies and
instrumentalities. Also, a Series will not invest more than 5% of its total
assets in the securities of any one issuer (excluding securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities) or
purchase more than 10% of the outstanding voting securities of any one
issuer. This restriction applies only to 75% of a Series' total assets. The
Series do not invest in the securities of companies determined by the Adviser
to be primarily involved in the production or distribution of tobacco products.
See the Statement for additional restrictions.

20 Aetna Generation Series Prospectus
<PAGE>

Shareholder Services

The Fund offers several services to its shareholders. These may be selected
on the application or you may call 1-800-367-7732 to select these services at
a later date.

Certain features may not be available through employer-sponsored retirement
plans. Please refer to your plan materials for specific information about
services available under your plan.

Shareholder Inquiries If you have questions about your account or would like
to initiate a transaction, please call 1-800-367-7732. If you would like to
receive an additional prospectus, application or information about the Fund,
please call 1-800-238-6263.

How to Purchase Shares Select Class shares may be purchased directly from the
Fund, through a registered representative of a broker-dealer affiliated with
the Fund, through a registered representative of an unaffiliated
broker-dealer, or through an employer-sponsored retirement plan. (If you are
purchasing through an employer-sponsored retirement plan, please refer to
your plan materials.)

How to Open an Account To open an account, please complete and submit an
application with the amount to be invested as directed below under "Purchase
by Mail." You may open an account with a minimum investment of $1,000 or $500
for IRAs. Once you have opened an account in a Series, additional investments
may be made by mail ($100 minimum), wire transfer ($500 minimum) or exchange
from the same class of another Series in the Fund. All checks must be drawn
on a bank located within the United States and be payable in U.S. dollars.
Minimum investments may be waived if an investment is made through exchange
of the entire amount invested in another Series. Minimums may also be waived
for certain circumstances such as for persons investing through certain
benefit plans, insurance settlement options or by systematic investments. See
"Other Features--Systematic Investment."

Crediting of Shares Shares for new accounts will be purchased at the net
asset value next determined on any day that the NYSE is open for business
(Business Day) so long as the completed and signed application accompanied by
a check in payment for the shares is received by Firstar Trust Company (the
transfer agent) at its Milwaukee offices prior to 4:00 p.m. Additional
investments and exchanges will be processed at the net asset value next
determined if the check or wire for the purchase, or the exchange request, is
received by 4:00 p.m. Orders received after 4:00 p.m. will be processed at
the net asset

21 Aetna Generation Series Prospectus
<PAGE>

value determined on the following Business Day. For investors purchasing
shares in connection with retirement plans offered by certain institutions
(Institutions) under Sections 401, 403(b) or 457 of the Internal Revenue Code
(Code), shares will be purchased at the net asset value determined on the
Business Day on which the Institution receives the investor's request before
the time specified by such Institution. Investors participating in such a
plan should refer to their plan materials for a discussion of any specific
instructions on the timing or restrictions on the purchase of shares. Please
refer to "Net Asset Value" for information on how net asset value is
determined.

Purchase by Mail To purchase shares by mail, please complete and sign the
application, make a check payable to the Aetna Series Fund, Inc. and mail to
Firstar Trust Company, the transfer agent, as follows:
Aetna Series Fund, Inc.--Generation Funds
c/o Mutual Fund Services, 3rd Floor
P.O. Box 701
Milwaukee, WI 53201-0701
Correspondence mailed by overnight courier should be sent to the transfer
agent as follows:
Aetna Series Fund, Inc.--Generation Funds
c/o Mutual Fund Services, 3rd Floor
615 E. Michigan Street
Milwaukee, WI 53202
You can make additional investments to your accounts by using the
investment stubs from your confirmation statements or by sending payments to
the address listed above. Your letter should indicate your name, account
number(s), the Series you wish to invest in, and the amount to be invested in
each Series.
When opening an account, your check should be made payable to Aetna Series
Fund, Inc. Cash, credit cards and third party checks cannot be used to open
an account. Firstar will accept checks for subsequent purchases which are
made payable to the account owner(s) and endorsed to Aetna Series Fund, Inc.

Purchase by Wire Once you are a shareholder of a Series, you may purchase
additional shares through a wire transfer. For federal funds wire
instructions, please call 1-800-367-7732. Federal funds wire purchase orders
will be accepted only when the transfer agent and custodian bank are open for
business.

Purchase by Electronic Funds Transfer Once you are a shareholder in any
Series of the Fund, you may purchase additional shares by

22 Aetna Generation Series Prospectus
<PAGE>

using Electronic Funds Transfer (EFT) facilities under the Systematic
Investment feature. See "Other Features." EFT will allow you to transfer
money between a bank account and a specific Series. You must elect EFT
capability in writing on the application or subsequently by requesting the
appropriate information.

Purchase by Exchange You may open an account or purchase additional shares by
making an exchange from the same class shares of any other Series of the Fund
provided shares of such Series may be legally sold in your state of
residence. An exchange may be made by submitting a written request to make
the exchange and specifying your name and account number(s), the name of the
Series into which you wish to exchange, the amount to be exchanged, and the
signatures of all shareholders. Send your request to the address listed above
under "Purchase by Mail."
You may also exchange your shares by calling 1-800-367-7732. Please have
available the Series' names, account number(s), your Social Security number
or taxpayer identification number, address and the amount to be exchanged.
Requests received prior to 4:00 p.m. eastern time will be processed that
Business Day. You should carefully consider the following before making an
exchange:

[ ] Each exchange may result in a gain or loss and is treated as a sale and as
a purchase of shares for tax purposes.

[ ] An exchange which represents an initial investment in a Series must meet
the minimum investment requirements described under "Shareholder
Services--How to Open an Account."

[ ] The shares received in an exchange must be identically registered. A letter
with signature guarantees must accompany any exchange request to transfer
shares into a Series account that is not registered identically to the
transferring Series account.

[ ] Following an investment in a Series, there is a required eight-day holding
period or maximum allowed by law, if shorter, before those shares can be
exchanged.

There is currently no limit on the number of exchanges. However, each
Series reserves the right to temporarily or permanently terminate the
exchange privilege for any person who makes more than five exchanges out of a
Series per calendar year. In addition, each Series reserves the right to
refuse exchange purchases by any person or group if, in the Adviser's
judgment, it would be unable to invest effectively in accordance with its
investment objective as a result of such exchange. Each Series also reserves
the right to revise the exchange privilege at any time.
You automatically receive telephone exchange privileges when you establish
your account. If you do not want telephone exchange

23 Aetna Generation Series Prospectus
<PAGE>

privileges, write to the transfer agent at the above address or call
1-800-367-7732. The Fund has established reasonable procedures to confirm
that instructions received are genuine. If these procedures are not followed,
the Fund may be liable for any losses due to unauthorized or fraudulent
instructions. For your protection, all telephone exchange transactions may be
recorded, and you will be asked for certain identifying information.

Distribution Options When completing an application, you must select one of
the following options for dividends and capital gains distributions:

[ ] Full Reinvestment--Both dividends and capital gains distributions from a
Series will be reinvested in additional Select Class shares of that Series.
This option will be selected automatically unless one of the other options
is specified. (Please refer to "Distributions.")

[ ] Or . . . Capital Gains Reinvestment--Capital gains distributions from a
Series will be reinvested in additional Select Class shares of that Series
and all net income from dividends will be distributed in cash.

[ ] Or . . . All Cash--Dividends and capital gains distributions will be paid
in cash.

If you select a cash distribution option, you can elect to have distributions
automatically invested in Select Class shares of another Series of the Fund.
To request information or to initiate a transaction, please call
1-800-367-7732.

If you make no selection, income dividends and capital gains distributions
with respect to a particular Series will be reinvested in additional Select
Class shares of that Series. Distributions paid in shares will be credited to
your account at the next determined net asset value per share.

Changes to the above options will be effective for distributions occurring
ten days after the date written notification is received by the transfer
agent.

How to Redeem Shares To redeem all or a portion of the Select Class shares in
your account, a redemption request should be submitted as described below.
Shares will be redeemed at the net asset value next determined on that
Business Day so long as the redemption request and all required documentation
is received by Firstar Trust Company (the transfer agent) at its Milwaukee
offices prior to 4:00 p.m. Redemption requests received after 4:00 p.m. will
be processed at the net asset value determined on the following Business Day.
A Series has the right to satisfy redemption requests by delivering secu-

24 Aetna Generation Series Prospectus
<PAGE>

rities from its investment portfolio rather than cash when it decides that
distributing cash would not be in the best interests of shareholders.
However, a Series is obligated to redeem its shares solely in cash up to an
amount equal to the lesser of $250,000 or 1% of its net assets for any one
shareholder of a Series in any 90 day period. To the extent possible, the
Series will distribute readily marketable securities, in conformity with
applicable rules of the Commission. In the event such redemption is requested
by institutional investors, the Series will weigh the effects on individual
nonredeeming shareholders in applying this policy. Securities distributed to
shareholders may be difficult to sell and may result in additional costs to
the shareholders. See the Statement for additional information on redemptions
in kind.

Redeem by Mail Shares of any Series may be redeemed by sending written
instructions to the transfer agent. The instructions should identify the
Series, the number of shares or dollar amount to be redeemed, your name and
account number. The instructions must be signed by all person(s) required to
sign for the Series account, exactly as the shares are registered, and
accompanied by a signature guarantee(s). (See "Signature Guarantee" below.)
Certain nonindividual shareholders may also be required to furnish copies of
supporting documents such as corporate resolutions or trust instruments.
Once a redemption request is received in good order, the Series will
normally send the proceeds of such redemption within one or two business
days. However, if making immediate payment could adversely affect a Series,
the Series may defer distribution for up to seven days or the maximum period
allowed by law, if shorter. Also, a Series will hold payment of redemption
proceeds until a purchase check or systematic investment clears, which may
take up to 12 calendar days. The Series may suspend redemptions or postpone
payments when the NYSE is closed or when trading is restricted for any reason
other than its customary weekend or holiday closings, or under any emergency
circumstances as determined by the Commission.

Redeem by Wire Redemption proceeds will be transferred by wire to your
designated bank account if federal funds wire instructions are provided with
your redemption request accompanied by a signature guarantee, as described
below. A $10.00 fee will be charged for this service. A minimum redemption of
$1,000 is required for wire transfers.

25 Aetna Generation Series Prospectus
<PAGE>

bank account, paid to someone other than the shareholder of record, or sent
somewhere other than the shareholder address of record, you must provide a
signature guarantee with your written redemption instructions regardless of
the amount of redemption.
The Fund reserves the right to amend or discontinue this policy at any
time and establish other criteria for verifying the authenticity of any
redemption request.
You can obtain a signature guarantee from any one of the following
institutions: a national or state bank (or savings bank in New York or
Massachusetts only); a trust company; a federal savings and loan association;
or a member firm of the New York, American, Boston, Midwest, or Pacific Stock
Exchanges. Please note that signature guarantees are not provided by notary
publics.

Minimum Account Balance To keep your account open, you must maintain a
minimum balance of $500 in each Series account. If this minimum balance is
not maintained due to redemptions, the Fund reserves the right to redeem all
of your remaining shares in that Series and mail the proceeds to you at the
address of record. Shares will be redeemed at net asset value on the day the
account is closed. The Fund will give you 60 days notice that such redemption
will occur unless you make an additional investment to increase the account
balance to the $500 minimum.

Tax-Deferred Retirement Plans The Fund can be used for investment by a
variety of tax-deferred plans. These plans let you save for retirement and
allow you to defer taxes on your investment income. Some of these plans are:

[ ] IRAs, available to individuals who work and their spouses.

[ ] 401(k) programs, available to corporations of all sizes to benefit their
employees.

Shareholder Information The transfer agent will maintain your account
information. Account statements will be sent at least quarterly. A Form 1099
will also be sent each year by January 31. Annual and semiannual reports will
also be sent to shareholders. The transfer agent may charge you a fee for
special requests such as an historical transcript of your account and copies
of cancelled checks.
Consolidated Statements reflecting current account values, share balances
and year-to-date transactions will be sent to you each quarter. All accounts
identified by the same social security number and address will be consolidated.
For example, you could receive a Consolidated Statement showing your individual
and IRA accounts. With the prior permission of the other shareholders involved,
you have the

26 Aetna Generation Series Prospectus
<PAGE>

option of requesting that accounts controlled by other shareholders be shown
on one Consolidated Statement. For example, information on your individual
account, your IRA, your spouse's individual account and your spouse's IRA may
be shown on one Consolidated Statement.

Other Features

Systematic Investment The Systematic Investment feature, using the EFT
capability (see "Shareholder Services--Purchase by Electronic Funds
Transfer"), allows you to make automatic monthly investments in any Series.
On the application, you may select the amount of money to be moved and the
Series in which it will be invested. There is no minimum initial cash
investment required to purchase shares if you elect to use the EFT feature.
The minimum monthly Systematic Investment is $50 per Series, and we reserve
the right to increase that amount. EFT transactions will be effective 15 days
following the receipt by the transfer agent of your application. The
Systematic Investment feature and the EFT capability will be terminated upon
total redemption of your shares. Payment of redemption proceeds will be held
until a Systematic Investment has cleared, which may take up to 12 calendar
days. See "How to Redeem Shares."

Automatic Cash Withdrawal Plan The Automatic Cash Withdrawal Plan provides a
convenient way for you to receive a systematic distribution while maintaining
an investment in the Fund. The Automatic Cash Withdrawal Plan permits you to
have payments of $100 or more automatically transferred from a Series to your
designated bank account on a monthly basis. To enroll in this plan, you must
have a minimum balance of $10,000 in any Series utilizing this feature. Your
automatic cash withdrawals will be processed on a regular basis beginning on
or about the first day of the month. There may be tax consequences associated
with these transactions. Please consult your tax adviser.

TDD Service Firstar Trust Company, the transfer agent, offers
Telecommunication Device for the Deaf (TDD) services for hearing impaired
shareholders. The dedicated number for this service is
1-800-684-3416 and appears on shareholder account statements.

Changes to Service The Fund reserves the right to amend the shareholder
services described above or to change the terms or conditions of such
services at any time.

Cross Investing

Dividend Investing--You may elect to have dividend and/or capital gains
distributions automatically invested in one other Select Class Series.

27 Aetna Generation Series Prospectus
<PAGE>

Systematic Exchange--You may establish an automatic exchange of Select Class
shares from one Series to another. The exchange will occur on or about the
15th day of each month and must be for a minimum of $50 per month. Since this
transaction is treated as an exchange, the policies related to the exchange
privilege apply. Please read the "Shareholder Services--Purchase by Exchange"
section carefully. There may be tax consequences associated with these
exchanges. Please consult your tax adviser.
Cross Investing may only be made in a Series that has been previously
established with the minimum investment. To request information or to
initiate a transaction under either or both of these features, please call
1-800-367-7732.

Management

Directors Each series is managed under the supervision of the Directors. The
Directors set broad policies for the Fund and each of its Series. Information
about the Directors is found in the Statement.

Investment Adviser Aetna has entered into an investment advisory agreement
with the Fund on behalf of each Series which provides that Aetna is
responsible for managing the investments of each Series and for providing all
necessary facilities and personnel costs to conduct such activities. Aetna is
a Connecticut corporation with its principal offices located at 151
Farmington Avenue, Hartford, Connecticut 06156. Aetna is registered with the
Commission as an investment adviser.
Aetna receives fee from each Series at an annual rate based upon the
average daily net assets of each Series as follows: 0.80% on the first $500
million; 0.775% on the next $500 million; 0.75% on the next $500 million;
0.725% on the next $500 million; and 0.70% on assets over $2 billion.

Subadviser Aetna, the Fund on behalf of each Series and Aeltus have entered
into subadvisory agreements appointing Aeltus as the subadviser for each
Series (the "Subadvisory Agreements"). Aeltus is a Connecticut corporation
with its principal offices located at 242 Trumbull Street, Hartford,
Connecticut 06103-1205. Aeltus is registered as an investment adviser with
the Commission. Under the Subadvisory Agreements, Aeltus is responsible for
managing the assets of each Series in accordance with its investment
objective and policies, subject to the supervision of Aetna, the Fund and the
Fund's Directors. Aeltus determines what securities and other instruments are
purchased and sold by each Series and handles certain related accounting and
administrative functions, including determining each Series' net asset value
on a daily basis and preparing and providing such reports, data and
information as Aetna or the Directors request from time to time.

28 Aetna Generation Series Prospectus
<PAGE>

Administrator The Fund on behalf of each Series has appointed Aetna as
administrator for each Series. Aetna has responsibility for all
administrative and internal accounting and reporting services, oversight of
relationships with third party service providers such as the transfer agent
and custodian, shareholder communications and reporting for each Series. As
administrator, Aetna will oversee the calculation of net asset values and
other financial reports prepared by the Adviser for the Series.
For these services, each Series pays Aetna a fee determined at an annual
rate of average daily net assets of the Series as follows: 0.25% on the first
$250 million; 0.24% on the next $250 million; 0.23% on the next $250 million;
0.22% on the next $250 million; 0.20% on the next $1 billion; and 0.18% on
assets over $2.0 billion.

Principal Underwriter Aetna is the principal underwriter for the Fund. Aetna
contracts with various broker-dealers, including one or more of its
affiliates, for distribution of shares.

Transfer Agent Firstar Trust Company located at 615 E. Michigan Street,
Milwaukee, WI 53202, acts as the Series' transfer and dividend-paying agent.
Firstar is responsible for the issuance, transfer and redemption of shares
and the opening and maintenance of shareholder accounts.

Series Expenses Each Series bears the costs of its operations. Expenses
directly attributable to a Series are charged to that Series. Some expenses
are allocated proportionately among all Series of the Fund in proportion to
the net assets of each Series and some expenses are allocated equally to each
Series. Series expenses for each class of shares are included in the Fee
Tables.

Portfolio Management

The following individuals are primarily responsible for the day-to-day
management of the Series, as indicated below. All of the following
individuals may also decide as a group what strategy may benefit all of the
Series.

Kevin M. Means, Managing Director, Aeltus, is the lead portfolio manager for
the Generation Series and has been responsible for determining the allocation
of each Series' investments among the seven asset classes described under
"Investment Strategies" since their inception in January 1995. Mr. Means is
responsible for the management of over $6 billion in variable annuity and
mutual funds assets. Mr. Means joined Aetna in 1994 after serving as Chief
Investment Officer at INVESCO Management and Research, Boston from 1993 to
1994. He also served from

29 Aetna Generation Series Prospectus
<PAGE>

1987 to 1993 as the Director of Quantitative Research and Equity Portfolio
Manager at INVESCO Capital Management, Atlanta. Mr. Means is responsible for
the selection of securities for the Generation Series in the Large
Capitalization Stocks class.
The following individuals are responsible for the selection of securities
for the Generation Series in each of the asset classes other than the Large
Capitalization Stock class:

Vince Fioramonti, Vice President, Aeltus, is currently managing international
stocks and non-U.S. dollar government bonds for several Aetna investment
funds. Mr. Fioramonti joined Aetna in 1994 after serving as Vice President
for The Travelers Investment Management Company. He began his investment
career with Travelers in 1988.

Yaniv Tepper, Vice President, Aeltus, has responsibility for Real Estate
Investment Trust (REIT) holdings on the equity side, and non-agency mortgage
backed securities on the fixed income side. Mr. Tepper joined Aetna in early
1994 as an Associate in Real Estate Investments Group. Prior to joining
Aetna, Mr. Tepper consulted in the area of real estate finance, valuations,
and asset restructuring.

Donald Townswick, Vice President, Aeltus, joined Aetna in July of 1994 after
serving as Vice President at INVESCO Management and Research, Boston. Mr.
Townswick was at INVESCO from 1992 to 1994. Prior to his position at INVESCO,
he was an engineer in the Aerospace Industry with Rockwell International and
Douglas Aircraft Company.

Hugh T.M. Whelan, Vice President, Aeltus has managed the Aetna Government Fund
since January 1997. Mr. Whelan joined Aeltus in 1989 and manages fixed-income
portfolios employing different strategies.

Jeanne Wong-Boehm, Managing Director, Aeltus, U.S. Dollar Bonds and Money
Market Investments, joined Aetna in 1983 as a fixed income portfolio analyst,
and in 1989 she was assigned primary responsibility for the money market
operations.

Distributions

Each Generation Series declares and pays dividends annually. All net long-
term capital gains distributions, if any, are paid on an annual basis.
Income dividends are derived from net investment income, including
dividends, interest, realized short-term capital gains, and certain foreign
currency gains received by a Series. Capital gains distributions are derived
from each Series' realized net long-term capital gains. The per share
dividends and distributions of Select Class shares will be higher

30 Aetna Generation Series Prospectus
<PAGE>

than the per share dividends and distributions of the Adviser Class as a result
of the distribution and service fees applicable to the Adviser Class.
Both income dividends and capital gains distributions are paid by each
Series on a per-share basis. As a result, at the time of such payment, the
net asset value per share of a Series will be reduced by the amount of such
payment.

Net Asset Value

The net asset value per share (NAV) of each Series is determined as of the
earlier of 15 minutes after the close of the NYSE or 4:15 p.m. eastern time
on each Business Day. Each Series' NAV is computed by dividing the total
value of a Series' assets (including dividends and interest accrued but not
collected) less all liabilities (including accrued expenses), by the number
of shares outstanding. A Series' securities are valued primarily on the basis
of market quotations. All other assets, including restricted securities and
other securities for which market quotations are not readily available, are
valued at their fair value in such manner as may be determined, from time to
time, under the authority of, the Directors.

Taxes

Introduction The tax information described below is only a summary of federal
income tax consequences and is based on tax laws and regulations in effect as
of the date of this Prospectus. Please refer to the Statement for a more
detailed discussion of federal income tax considerations. In addition to
federal taxes, you may be subject to state and local taxes and you should
discuss your individual tax situation with your tax advisor.
Each Series intends to qualify for treatment under Subchapter M of the
Internal Revenue Code, as amended. By distributing all of its income and
meeting certain other requirements relating to the source of its income and
diversification of its assets, the Series will not be liable for federal
income or excise taxes. Therefore, each Series will distribute all of its net
income and gains to shareholders. Such distributions will be taxable income
or capital gains to the shareholders and not the Series. Distributions of net
long-term capital gains are taxable to the shareholders as long-term capital
gains regardless of the length of time a shareholder has owned the shares.
Distributions of net investment income and net short-term capital gains are
taxable as ordinary income. Depending on a Series' investments, part or all
of ordinary dividends could be treated as: (1) "U.S. Government Interest
Dividends" which are exempt from state and local taxes in some jurisdictions
or (2) "Qualifying Dividends" which for eligible corporate shareholders
qualify for the corporate dividends-received deduction.

31 Aetna Generation Series Prospectus
<PAGE>

Investment income from foreign securities may be subject to foreign taxes
withheld at the source. It is impossible to determine the effective rate of
foreign tax in advance since the amount of a Series' assets to be invested in
various countries is not known.
A Series' distributions are taxable in the year they are received,
regardless of whether you take them in cash or reinvest them in additional
shares. However, distributions declared in December to shareholders of record
on a date in December and paid in January of the following year are taxable as
if paid on December 31 of the year of declaration. Each Series will send a
statement to shareholders by January 31 indicating the tax status of
distributions made during the previous year, and any foreign taxes
"passed-through" to shareholders.

Buying a Dividend If you buy shares of a Series just before the ex-dividend
date, you may be taxed on the entire amount of the dividend received.

Share Redemptions Any gain or loss realized when you redeem (sell) or
exchange shares of a Series will be treated as a taxable long-term or
short-term capital gain or loss. Please see the Statement for information
regarding any limitation on deductibility of such losses.

Tax Withholding When you fill out your application, you will be asked to
certify that your Social Security or taxpayer identification number is
correct and that you are not subject to 31% backup withholding by the
Internal Revenue Service (IRS). If you are subject to backup withholding or
fail to properly certify your taxpayer identification number, the IRS can
require the Fund to withhold 31% of your taxable dividends, capital gains
distributions and redemption proceeds.

General Information

Articles of Incorporation The Fund was incorporated under the laws of
Maryland on June 17, 1991. The Articles of Incorporation (Articles) provide
for the issuance of multiple series of shares, each representing a portfolio
of investments with different investment objectives, policies and
restrictions. The Fund authorized the organization of the Generation Series
by amendment to its Articles on September 27, 1994.

Share Classes The Fund's shares are currently classified into two classes,
Select Class shares and Adviser Class shares. Each class of shares has the
same rights, privileges and preferences, except with respect to: (a) the
effect of the respective sales charge, if any, for each class; (b) the
distribution and/or service fees borne by each class; (c) the expenses
allocable exclusively to each class; (d) voting rights on

32 Aetna Generation Series Prospectus
<PAGE>

matters exclusively affecting a single class; and (e) the exchange privilege of
each class. The Directors do not anticipate that there will be any conflicts
among the interests of the holders of the different classes of shares of the
Fund. The Directors continue to consider whether any such conflicts exist and,
if so, will take appropriate action.
The Fund has obtained a ruling from the IRS with respect to the Series
described in this Prospectus to the effect that differing distributions among
the classes of its shares will not result in a Series' dividends or other
distributions being regarded as "preferential dividends" under the Code. For
additional information, see the Statement.

Capital Stock The Articles currently authorize the issuance of 4.8 billion
shares of capital stock of the Fund. All shares are nonassessable,
transferable and redeemable. There are no preemptive rights. As of January
31, 1997, Aetna and its affiliates owned % of all outstanding shares of the
Fund. Aetna and its affiliates owned 5% or more of the following Series:
, .
Aetna and its affiliates may make additional investments to the Series.

Shareholder Meetings The Fund is not required and does not intend to hold
annual shareholder meetings. The Articles provide for meetings of
shareholders to elect Directors at such times as may be determined by the
Directors or as required by the 1940 Act. If requested by the holders of at
least 10% of a Series' outstanding shares, the Fund will hold a shareholder
meeting for the purpose of voting on the removal of one or more Directors and
will assist with communication concerning that shareholder meeting.

Voting Rights Shareholders of each class are entitled to one vote for each
full share held and fractional votes for fractional shares of each class held
on matters submitted to the shareholders of the Fund. Voting rights are not
cumulative. Generally, shares of the Fund will be voted on a Fund-wide basis
on all matters except matters affecting only the interest of one Series or
one class of shares.

Payments to Dealers From time to time, Aetna or its affiliates may make
payments (up to 0.25%, computed on an annualized basis, of average monthly
account values) to other dealers and/or their agents who may or may not be
affiliates of Aetna, who sell Select Class shares or who provide shareholder
services to you. These payments are made from the resources of the paying
entity so the price you pay for Select Class shares and the value of your
investment will be unaffected.

33 Aetna Generation Series Prospectus
<PAGE>

Performance Data

A Series may compare its performance to other mutual funds with similar
investment objectives and to the industry as a whole, as quoted by ranking
services and publications of general interest. These may include the Standard &
Poor's 500 Stock Index (S&P 500); the Russell 2000 Index; Lehman Brothers
Aggregate Bond Index; Dow Jones Industrial Average (DJIA); Lipper Analytical
Services, Inc.; Morningstar, Inc.; the National Association of Real Estate
Investment Trusts (NAREIT) Equity REIT Index; IBC/Donoghue's Taxable MFA; the
Morgan Stanley Capital International Europe, Australia, Far East (EAFE) Index;
the Morgan Stanley Capital International Far East Free (FEF ex. Japan) Index;
Salomon Brothers Broad Investment Grade Index; and the Salomon Brothers Non-U.S.
Bond Index.

34 Aetna Generation Series Prospectus
<PAGE>

Appendix A--Glossary of Investment Terms

This glossary describes some of the securities used by the Generation Series.
Further information is available in the Statement:

Banker's Acceptance A banker's acceptance is a time draft drawn on and
accepted by a bank and is customarily used by corporations as a means of
financing payment for traded goods. When a draft is accepted by a bank, the
bank guarantees to pay the face value of the debt at maturity.

Certificates of Deposit For large deposits not withdrawable on demand, banks
issue certificates of deposit (CDs) as evidence of ownership. CDs are usually
negotiable and traded among investors such as mutual funds and banks.

Commercial Paper Commercial paper is unsecured short-term debt instruments
issued by companies or banks with a maturity ranging from two to 270 days.

Depositary Receipts Depositary receipts are negotiable certificates
evidencing ownership of shares of a non-U.S. corporation, government, or
foreign subsidiary of a U.S. Corporation. A U.S. bank typically issues
depositary receipts, which are backed by ordinary shares that remain on
deposit with a custodian bank in the issuer's home market.
A depositary receipt can either be "sponsored" by the issuing company or
established without the involvement of the company, which is referred to as
"unsponsored."

Eurodollars Eurodollars are U.S. dollars held in banks outside the United
States, mainly in Europe but also in other countries, and are commonly used
for the settlement of international transactions. There are many types of
Eurodollar securities including Eurodollar CDs and bonds; these securities
are not registered with the Commission. Certain Eurodollar deposits are not
FDIC insured and may be subject to future political and economic developments
and governmental restrictions.

High-Risk, High-Yield Securities Bonds of low quality security backing rated
BB or below by Standard & Poor's or Ba or below by Moody's or other agencies
or, if unrated, considered by the Adviser to be of comparable quality. These
bonds are often called "junk bonds" because of the greater possibility of
default.

Pay-in-Kind Bonds Pay-in-kind bonds are bonds that pay all or a portion of
their interest through the issuance of additional bonds.

35 Aetna Generation Series Prospectus
<PAGE>

U.S. Government Derivatives A Series may purchase separately traded principal
and interest components of certain U.S. Government securities (STRIPS). In
addition, a Series may acquire custodial receipts that represent ownership in
a U.S. Government security's future interest or principal payments. These
securities are known by such exotic names as TIGRS and CATS and may be issued
at a discount to face value. They are generally more volatile than normal
fixed income securities because interest payments are accrued rather than
paid out in regular installments.

Variable Rate Instruments A variable or floating rate instrument is one whose
terms provide for the adjustment of its interest rate on set dates and which
can reasonably be expected to have a market value close to par value.

When-Issued and Delayed-Delivery Transactions When-issued and
delayed-delivery transactions are trading practices in which payment and
delivery for securities takes place at a future date. The market value of a
security could change during the interim period, which could affect yield.

Yankee Bonds A bond issued in the United States by foreign countries,
corporations and banks. Similarly, Yankee CDs are issued in the U.S. by
branches of foreign banks.

Zero Coupon Bonds Bonds issued at a deep discount to face value. These bonds
pay no interest but are redeemed at full face value. The price of zero coupon
bonds is more volatile than bonds which pay interest but are rated on the
same principles as all fixed-income investments.
The Generation Series also use some of the following securities to manage
risk and volatility:

Call Option The right to buy a security, currency or stock index at a stated
price, or strike price, within a fixed period. A call option will be
exercised if the spot price rises above the strike price; if not, the option
expires worthless.

Convertible Stock Corporate securities, which may be either bonds or
preferred shares, that can be exchanged for shares at a fixed price.

Covered Call Options A call option backed by the securities underlying the
option. The owner of a security will normally sell covered call options to
collect premium income or to reduce price fluctuations of the security. A
covered call option limits the capital appreciation of the underlying
security.

36 Aetna Generation Series Prospectus
<PAGE>

Covered Put Option A written put option covered by segregated liquid assets
equal to the value of the exercise price of the put. Writing a put has
similar economic effect as writing a call. The writer receives a premium, but
also assumes the obligation during the option period to buy the underlying
investment from the buyer at the exercise price, even though the value of the
investment may fall below the exercise price.

Futures Contracts to buy securities, currencies or stock indexes in the
future at a price agreed to in advance. A futures contract obliges the buyer
to purchase the security and the seller to sell it, unlike an option where
the buyer can choose whether or not to exercise the option.

Preferred Stock Shares which pay a fixed dividend, in contrast to common
stock whose dividends depend on the profits of the company.

Put Option The right to sell a security, currency or stock index at a stated
price, or strike price, within a fixed period. A put option will be exercised
if the market price falls below the strike price; if not, the option expires
worthless.

Warrants A security, normally offered with bonds or preferred stock, that
entitles investors to buy shares at a prescribed price within a named or
stated period to perpetuity. The time period is usually longer than that of a
call option.

37 Aetna Generation Series Prospectus
<PAGE>

Appendix B--Description of Corporate Bond Ratings

Moody's Investors Service, Inc.

"Aaa" Rating Bonds rated Aaa are judged to be of the best quality and carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of
such issues.

"Aa" Rating Bonds rated Aa are judged to be of high-quality by all standards.
Together with the Aaa group, they are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat greater than in Aaa securities.

"A" Rating Bonds rated A possess many favorable investment attributes and are
considered upper-medium-grade obligations. Factors relating to security of
principal and interest are considered adequate but elements may be present
which suggest possible impairment sometime in the future.

"Baa" Rating Bonds rated Baa are considered medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and have speculative characteristics.

"Ba" Rating Bonds rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes this class of bond.

"B" Rating Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

The modifier 1 indicates that the bond ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its rating
category.

38 Aetna Generation Series Prospectus
<PAGE>

Standard & Poor's Corporation

"AAA" Rating Bonds rated AAA have the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

"AA" Rating Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small
degree.

"A" Rating Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.

"BBB" Rating Bonds rated BBB are regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally exhibit adequate
protection, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

"BB" Rating Bonds rated BB have less near-term vulnerability to default than
other speculative issues. However, the bonds face major uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.

"B" Rating Bonds rated B have a greater vulnerability to default but
currently have the capacity to meet interest payments and principal
repayments. Adverse business, financial, or economic conditions
will likely impair capacity or willingness to pay interest and repay
principal.

The ratings from "AA" to "B" may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.

39 Aetna Generation Series Prospectus
<PAGE>

[Aetna Logo] Aetna Series Fund, Inc.
151 Farmington Avenue
Hartford, CT 06156-8962

1-800-238-6263

Investment Adviser
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, TN41
Hartford, CT 06156-8962

Custodians
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258

Brown Brothers Harriman & Company
40 Water Street
Boston, MA 02109

Transfer Agent
Firstar Trust Company
P.O. Box 701
Milwaukee, WI 53201-0701

Independent Auditors
KPMG Peat Marwick LLP
CityPlace II
Hartford, CT 06103-4103

This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the securities of a Fund in any jurisdiction in which such
sale, offer to sell, or solicitation may not be lawfully made.

<PAGE>

Adviser Class

Aetna
Generation Series
Prospectus
[AETNA LOGO] March 1, 1997
- ------------------------------------------------------------------------------
Aetna Ascent
Aetna Crossroads
Aetna Legacy

Aetna Series Fund, Inc. (Fund) is an open-end management investment company
authorized to issue multiple series of shares, each representing a diversified
portfolio of investments (Series) with different investment objectives, policies
and restrictions. This Prospectus describes three of the Series: Aetna Ascent,
Aetna Crossroads and Aetna Legacy (collectively, the "Generation Series"). Each
Series is an asset allocation fund that allocates its investments among equities
and fixed income securities and is designed for investors with different
investment horizons and risk tolerances. Each Series is currently authorized to
offer two classes of shares, the Adviser Class and the Select Class.

This Prospectus sets forth concisely the information about the Fund and its
Series that you should know before investing. Please read this Prospectus
carefully before investing and retain for future reference. Additional
information about the Fund and its Series, including a Statement of Additional
Information (Statement) dated March 1, 1997, has been filed with the Securities
and Exchange Commission (Commission). The Statement is incorporated by reference
into this Prospectus and is available upon request and without charge by calling
1-800-367-7732 or by writing to Aetna Series Fund, Inc., at 151 Farmington
Avenue, Hartford, Connecticut 06156-8962. Additional information filed with the
Commission can be obtained by contacting the Commission at its Web Site
(http://www.sec.gov).

This Prospectus is for investors eligible to purchase Adviser Class shares. A
separate Prospectus is available for investors eligible to purchase Select Class
shares. Sales charges, expenses and performance will vary with respect to each
class.

Investment Objectives
- ------------------------------------------------------------------------------
Aetna Ascent (Ascent) seeks to provide capital appreciation.

Aetna Crossroads (Crossroads) seeks to provide total return (i.e., income and
capital appreciation, both realized and unrealized).

Aetna Legacy (Legacy) seeks to provide total return consistent with preservation
of capital.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

Table of Contents

Highlights 3
Fee Tables 5
Description of the Fund 8
How Investment Objectives are Pursued 8
Investment Techniques 13
Risk Factors and Other Considerations 17
Investment Restrictions 20
Shareholder Services 21
Other Features 27
Cross Investing 28
Fees and Charges 28
Management 30
Portfolio Management 31
Distributions 32
Net Asset Value 33
Taxes 33
General Information 35
Performance Data 36
Appendix A--Glossary of Investment Terms 36
Appendix B--Description of Corporate Bond Ratings 40

2 Aetna Generation Series Prospectus
<PAGE>

Highlights

What Is a Mutual Fund and What Are Its Advantages? A mutual fund pools the money
of a number of investors and invests in a portfolio of securities on their
behalf. Mutual funds allow you to spread risk through diversification and to
benefit from professional management. You have immediate access to your money
simply by writing a letter.

What Series Are Offered? The following mutual funds are offered by this
Prospectus each with its own objective and policies and all of which are
diversified portfolios under the Investment Company Act of 1940 (1940 Act). The
Series are asset allocation funds that seek to maximize long-term investment
returns at an acceptable level of risk. Ascent is designed for investors who
have an investment horizon exceeding 15 years and who have a high level of risk
tolerance. Crossroads is designed for investors who have an investment horizon
exceeding 10 years and who have a moderate level of risk tolerance. Legacy is
designed for investors who have an investment horizon exceeding five years and
who have a low level of risk tolerance. See "Description of the Fund."

What are the Risks? The different types of securities purchased and
investment techniques used by the the above mutual funds involve varying
amounts of risk. For more information, see "Risk Factors and Other
Considerations."

What is the Adviser Class of Shares? Each Series has two classes of shares:
Adviser Class shares, which are offered primarily to the general public, and
Select Class shares, which are offered principally to institutions.
Adviser Class shares are subject to a contingent deferred sales charge (CDSC)
at a maximum rate of 1%, declining to 0% after four years from the date of
initial purchase. Additionally, Adviser Class shares are subject to a
distribution fee of 0.50% and a service fee of 0.25% of the average daily net
assets. See "Fees and Charges" for more information.

How Can I Purchase Shares? You may purchase shares by completing an application
and sending it as described under "Shareholder Services." Your initial purchase
must be for a minimum of $1,000 for each Series with a minimum of $500 for
Individual Retirement Accounts (IRA). Participants in employer-sponsored
retirement plans should refer to their plan materials. We also offer a
systematic investment program that enables you to purchase shares on a regular
basis.

3 Aetna Generation Series Prospectus
<PAGE>

Please refer to "Shareholder Services" and "Other Features" for complete
details.

When Can I Redeem Shares? Shares may be redeemed on each day that the New York
Stock Exchange, Inc. (NYSE) is open for business. Adviser Class shares are
redeemable at net asset value less any applicable CDSC. See "Shareholder
Services" for further information.

Who is Managing the Assets? Aetna serves as the investment adviser for each of
the Series and Aeltus Investment Management, Inc. (Aeltus) serves as the
subadviser for each of the Series. Aetna and Aeltus (collectively, the
"Adviser") are both indirect wholly-owned subsidiaries of Aetna Retirement
Services, Inc., which is in turn an indirect wholly owned subsidiary of Aetna
Inc.
See "Management" for further information.

What if I have Additional Questions? Shareholders enjoy a high level of customer
service. Please call 1-800-367-7732 if you have questions about your account or
would like to initiate a transaction. Please call 1-800-238-6263 if you would
like to receive an additional prospectus, application or information about the
Fund.

4 Aetna Generation Series Prospectus
<PAGE>

Fee Tables

The following is provided to assist you in understanding the various charges and
expenses that you would bear directly or indirectly as a shareholder. For a
complete description of these charges and expenses, see "Fees and Charges."
- -------------------------------------------------------------------------------
Adviser Class Shareholder Transaction Expenses

<TABLE>
<CAPTION>
Deferred Sales
Sales Charge charge on
on Purchases Redemptions(1) Sales Charge
(as a percentage of (as a percentage of on Dividend Exchange
purchase price) redemption proceeds) Reinvestment Fee
------------ ----------------------------------------------- ----------------------------
<S> <C> <C> <C> <C>
Ascent
Crossroads
Legacy

Adviser Class Estimated Annual Operating Expenses
(as a percentage of average daily net assets)

<TABLE>
<CAPTION>
Total
Management/ Administrative 12b-1 Other Operating
Advisory Fee Fee Fee(1) Expenses Expenses
--------------- ----------------- ------------------ -------- ------------- -------------
<S> <C> <C> <C> <C>
Ascent
Crossroads
Legacy
</TABLE>

(1) Amounts reflected in "Other Expenses" and "Total Operating Expenses" are
estimated amounts based on expenses for comparable funds. Actual expenses may be
greater or less than estimated. These expenses as a percentage of assets are
higher than those paid by most investment companies. Adviser class shares are
also subject to a distribution fee (12b-1 fee) at an annual rate of 0.50% and a
service fee at an annual rate of 0.25% of the value of average daily net assets
of the Adviser Class. See "Fees and Charges."
- -------------------------------------------------------------------------------

5 Aetna Generation Series Prospectus
<PAGE>

- -------------------------------------------------------------------------------
Adviser Class Example

Using the above expenses, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and either redemption at the end of each
of the periods shown or no redemption.
1 Year 3 Years 5 Years 10 Years
- ------------------------------------------ ------- -------- -------- ---------
Ascent
Redemption at end of each time period $ $ $ $
No Redemption
Crossroads
Redemption at end of each time period
No Redemption
Legacy
Redemption at end of each time period
No Redemption

This example should not be considered an indication of past or future expenses.
Actual expenses may be greater or less than those shown. This example reflects,
among other things, the application of the maximum Deferred Sales Charge imposed
on Adviser Class shares.
- -------------------------------------------------------------------------------
Select Class Shareholder Transaction Expenses

Select Class shares are not subject to Shareholder Transaction Expenses which
include sales charges on purchases, deferred sales charges on redemptions, sales
charges on dividend reinvestments and exchange fees.
- -------------------------------------------------------------------------------
Select Class
Annual Operating Expenses
(as a percentage of average daily net assets)

Total
Management/ Administrative Other Operating
Advisory Fee Fee Expenses Expenses
------------ ----------------- ------------------------------- -------------
Ascent % % % %
Crossroads % % % %
Legacy % % % %

The expenses shown above are based on the year ended October 31, 1996.
- -------------------------------------------------------------------------------

6 Aetna Generation Series Prospectus
<PAGE>

- -------------------------------------------------------------------------------
Select Class
Example

Using the above percentages, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and redemption at the end of each of the
periods shown:
1 Year 3 Years 5 Years 10 Years
- ----------------------- ----------- ------------ ----------- -----------
Ascent $ $ $ $
Crossroads
Legacy

This example should not be considered an indication of prior or future expenses.
Actual expenses may be greater or less than those shown.
- -------------------------------------------------------------------------------
The Fund offers two classes of shares for each of its Series, Select Class
and Adviser Class. Because the expenses and sales charges vary between the
classes, the performance of each class will vary. Registered representatives may
receive different levels of compensation depending on the class sold. Additional
information regarding the classes may be obtained by calling your representative
or 1-800-238-6263.

7 Aetna Generation Series Prospectus
<PAGE>

Description of the Fund

Investment Objectives

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.

The Fund is a management investment company incorporated in the State of
Maryland made up of multiple portfolios or series, each of which is diversified
under the 1940 Act. Each has an investment objective which is fundamental. There
can be no assurance that a Series will meet its investment objective. Each
Series is subject to investment restrictions described in this Prospectus and in
the Statement, some of which are fundamental policies. The investment objective
and fundamental investment policies of a Series may be changed only by a vote of
a majority of the outstanding shares (both Adviser and Select Class) of that
Series (as defined in the 1940 Act). A glossary describing various investment
terms relating to securities that may be held is contained in Appendix A.

How Investment Objectives Are Pursued

Investment Strategies

Each Series has a different asset allocation strategy, which corresponds with
different investment objectives and levels of investment risk. The strategy
establishes separate allocation benchmarks and ranges for each asset class. The
benchmark allocations describe a typical asset allocation strategy under neutral
market conditions. The allocation ranges describe the permissible range of asset
allocations allowed. The ranges are designed to allow the Adviser to achieve
optimal allocation of assets, based on different investment objectives and
levels of investment risk. The Adviser may adjust the asset class mix of a
particular Series within the ranges described below.

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.

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. Aetna Crossroads will invest no more
than 60% of its assets in any

8 Aetna Generation Series Prospectus
<PAGE>

combination of the following asset classes, which are defined below: securities
in the Small Capitalization Stock Class with capitalization of less than $1.0
billion, securities in the U.S. Dollar Bond Class that are below investment
grade (which are characterized as high risk, high-yield securities or "junk
bonds"), securities in the International Stock Class and securities in the
International Bond Class.

<TABLE>

<CAPTION>
Comparative
Asset Class Ascent Crossroads Legacy Index
- ------------------------------ ----------- --------------- ----------- -----------------------------
<S> <C> <C> <C> <C>
Equities
Large Capitalization Stocks
Range 0-60% 0-45% 0-30% Standard & Poor's 500 Stock
Benchmark 20% 15% 10% Index
Small Capitalization Stocks
Range 0-40% 0-30% 0-20% Russell 2000 Small Cap Stock
Benchmark 20% 15% 10% Index
International Stocks
Range 0-40% 0-30% 0-20% Morgan Stanley Capital
Benchmark 20% 15% 10% International Europe,
Real Estate Stocks Australia and Far East Index
Range 0-40% 0-30% 0-20% National Association of Real
Benchmark 20% 15% 10% Estate Investment Trusts
Equity REIT Index
Fixed Income
U.S. Dollar Bonds
Range 0-30% 0-70% 0-100% Salomon Brothers Broad
Benchmark 10% 25% 40% Investment Grade Index

International Bonds
Range 0-20% 0-20% 0-20% Salomon Brothers Non-U.S.
Benchmark 10% 10% 10% World Government Bond Index

9 Aetna Generation Series Prospectus
<PAGE>

Comparative
Asset Class Ascent Crossroads Legacy Index
- ------------------------------ ----------- --------------- ----------- -----------------------------
Money Market Instruments
Range 0-30% 0-30% 0-30% 91 Day T-Bill
Benchmark 0% 5% 10%
</TABLE>

The Adviser will allocate the assets of each Series within the specified
ranges. The benchmark asset mix represents (1) how a Series may allocate its
assets under neutral market conditions and (2) a basis for measuring the
performance of each Series. The Adviser monitors a "hypothetical benchmark
portfolio" consisting of a benchmark allocation in each comparative index. The
Adviser may compare the performance of each Series to its corresponding
hypothetical benchmark portfolio.

The asset allocation of each Series may be above or below the benchmark
allocation, based on the Adviser's ongoing evaluation of the expected returns
and risks of each asset class relative to other classes. If the Adviser believes
that the expected return for a particular asset class is higher than normal
relative to the other classes, investment in the class generally will be
weighted more heavily than it would be in the Series' benchmark allocation. If
the expected return for a particular asset class is less than normal in relation
to the other classes, generally it will be underweighted relative to the Series'
benchmark allocation.

The Adviser regularly reviews the investment allocations of each Series and
will vary the amount invested in each class within the ranges set forth above,
depending upon its assessment of business, economic, market and other
conditions. For example, the Adviser may adjust the allocation mix in response
to changes in circumstances with respect to particular issuers or industries, in
response to interest rate movements or other economic conditions. In determining
the asset mix of a particular Series, the Adviser will consider many specific
factors, including, among other things: the dividend discount model, expected
returns, bond yields, price-to-earnings ratios, dividend yields and inflation.
There can be no assurance that any given allocation is the optimal allocation,
although the Adviser allocates assets in a manner it believes will aid in
achieving a Series' investment objective.

The asset allocation limits described above apply at the time of purchase of
a particular security. Each Series may also invest in other securities not
included in the asset classes listed above. These securities are described
below.

The securities in which the Series invest involve risks, which are described
below in "Investment Techniques" and "Risk Factors and Other Considerations."

10 Aetna Generation Series Prospectus
<PAGE>

Equity Securities

Each Series may invest its assets in equity securities that the Adviser believes
have the potential for capital appreciation. These may include the equity
securities of larger, widely-traded companies, smaller, less well-known
securities, foreign securities and real estate-related securities.

Securities in this asset class include convertible debentures and preferred
securities and warrants.

Small Capitalization Stock Class. Equity securities in this class are issued by
smaller, less well-known U.S. companies with equity market capitalization
generally less than $1.0 billion. These securities may involve greater risks,
because their issuers may be untested in adverse market conditions, may have
limited product lines or financial resources or may trade less frequently than
larger-capitalized companies. As a result, the prices of these securities may
fluctuate more than prices of larger, more widely-traded companies.

International Stock Class. Equity securities in this class may be issued by
companies domiciled or engaged in business principally in countries outside of
the United States. The Adviser believes that investment in foreign securities
offers significant potential for long-term capital appreciation and affords
substantial opportunities for investment diversification. Each Series may invest
in ordinary foreign shares, American Depositary Receipts (ADRs), futures
contracts on foreign stock indices and other derivative securities within the
limits set forth below. Investments in securities of foreign companies and in
securities denominated in foreign currencies involve certain risks. See "Risk
Factors and Other Considerations" for more information.

Real Estate Stock Class. Equity securities in this class include equity real
estate investment trusts (REITs), real estate development and real estate
operating companies, and shares of companies engaged in other real estate
related businesses. Each Series will invest the real estate portion of its
portfolio primarily in equity REITs, which are trusts that sell shares to
investors and use the proceeds to invest in real estate or interests in real
estate. A REIT may focus on a particular project, such as apartment complexes,
or geographic region, such as the Northeastern United States, or both.

11 Aetna Generation Series Prospectus
<PAGE>

Fixed Income Securities

Each Series may invest in fixed income securities, including obligations of the
United States and foreign governments as well as obligations of corporations.

The value of fixed income securities fluctuates in response to changes in
interest rates. Generally, when interest rates fall, the value of fixed income
securities increases. Conversely, when interest rates rise, the value of fixed
income securities decreases. The amount of increase or decrease in value is
affected by other factors, including the maturity of the security. Fixed income
securities are subject to various risks, including the creditworthiness of the
issuer and other economic factors.

U.S. Government Securities consists of direct obligations of the U.S.
Government, such as treasury bills, notes and bonds which are backed by the full
faith and credit of the United States, or in indirect obligations of the U.S.
Government, such as notes and bonds which are guaranteed by agencies and
instrumentalities of the U.S. Government. Securities of such agencies and
instrumentalities are backed by either the full faith and credit of the U.S.
Treasury, the right of the issuer to borrow from the U.S. Treasury, or the
credit of the agency or instrumentality. Securities in this group also include
repurchase agreements collateralized by U.S. Government agency securities,
separately traded principal and interest components of certain U.S. Government
securities (STRIPs) and zero coupon bonds.

Corporate Bonds include investment grade debt securities and high risk,
high-yield securities (junk bonds). Investment grade debt securities include
corporate bonds, mortgage-backed and other asset-backed and debt securities
(described below) rated in the four highest categories by Standard & Poor's
Corporation (Standard & Poor's) or Moody's Investor's Services, Inc. (Moody's),
and other debt instruments with similar ratings by other nationally recognized
statistical rating organizations or, if unrated, considered by the Adviser to be
of similar quality. High risk, high-yield securities, or "junk bonds," carry
more credit risk and are rated BB or below by Standard & Poor's or Ba or below
by Moody's or, if unrated, are considered by the Adviser to be of comparable
quality. Each Series will not invest more than 15% of its assets in high risk,
high-yield securities. See "Risk Factors and Other Considerations" for further
information.

12 Aetna Generation Series Prospectus
<PAGE>

Mortgage-backed securities The Series may invest in mortgage-backed and
other pass-through securities. Payments of interest and principal on these
securities may be guaranteed by an agency or instrumentality of the U.S.
Government such as GNMA, FHLMC and FNMA. These securities represent part
ownership of a pool of mortgage loans where principal is scheduled to be paid
back by the borrower over the length of the loan rather than returned in a lump
sum at maturity. The Series may also invest in private mortgage pass-through
securities backed by pools of conventional fixed-rate or adjustable-rate
mortgage loans. In addition, a Series may invest in CMOs and securities issued
by real estate mortgage investment conduits (REMICs). Mortgage-backed securities
are subject to the same prepayment risk as asset-backed securities.

International Bond Class. Securities in this class include debt securities
denominated in currencies other than the U.S. dollar. Generally, these
securities are issued by foreign corporations and foreign governments and are
traded on foreign markets. Investment in international debt securities that
are denominated in foreign currencies involves certain risks. See "Risk
Factors and Other Considerations."

Money Market Instruments

Each Series may invest in high quality money market instruments that present
minimal credit risk.

Money Market securities include U.S. Government obligations, repurchase
agreements, certificates of deposit, banker's acceptances, bank deposits, other
financial institution obligations, commercial paper and other short-term
commercial obligations. These securities may include instruments that have
variable interest rates which, in the opinion of the Adviser, will maintain a
value at or close to the face value of the security. Each Series may keep a
portion of its assets in cash.

Investment Techniques

The Generation Series may use the following investment techniques:

Borrowing Each Series may borrow up to 5% of the value of its total assets from
a bank for temporary or emergency purposes. The Series does not intend to borrow
for other purposes, except that it may invest in leveraged derivatives which
have certain risks as outlined below. The Series may borrow for leveraging
purposes only if after the borrowing, the value of the Series' net assets
including proceeds from the borrowings, is equal to at least 300% of all
outstanding borrowings. Leveraging can increase the volatility of a Series since
it exaggerates the effects of changes in the value of the securities purchased
with the borrowed funds.

13 Aetna Generation Series Prospectus
<PAGE>

Securities Lending Each Series may lend its portfolio securities; however, the
value of the loaned securities (together with all other assets that are loaned,
including those subject to repurchase agreements) may not exceed one-third of
the Series' total assets. The Series will not lend portfolio securities to
affiliates. Though fully collateralized, lending portfolio securities involves
certain risks, including the possibility that a Series may incur costs in
liquidating the collateral or a loss if the collateral declines in value. In the
event of a disparity between the value of the loaned security and the
collateral, there is the additional risk that the borrower may fail to return
the securities or provide additional collateral.

Repurchase Agreements The Series may enter into repurchase agreements with
domestic banks and broker-dealers. Under a repurchase agreement, the Series may
acquire a debt instrument for a relatively short period subject to an obligation
by the seller to repurchase and by the Series to resell the instrument at a
fixed price and time. Such agreements, although fully collateralized, involve
the risk that the seller of the securities may fail to repurchase them. In that
event, a Series may incur costs in liquidating the collateral or a loss if the
collateral declines in value. If the default on the part of the seller is due to
insolvency and the seller initiates bankruptcy proceedings, the ability of a
Series to liquidate the collateral may be delayed or limited.
The Board of Directors (Directors) has established credit standards for
repurchase agreements entered into by the Funds.

Asset-Backed Securities Each Series may purchase securities collateralized by a
specified pool of assets, including, but not limited to, credit card
receivables, automobile, home equity, mobile home and recreational vehicle
loans. These securities are subject to prepayment risk. In periods of declining
interest rates, reinvestment would thus be made at lower and less attractive
rates.

Zero Coupon and Pay-in-Kind Bonds Each Fund may invest in zero coupon
securities and pay-in-kind bonds. Zero coupon securities and pay-in-kind bonds
are subject to greater price fluctuations in response to changes in interest
rates than are ordinary interest-paying securities with similar maturities.
The value of zero coupon securities and pay-in-kind bonds appreciate more during
periods of declining interest rates and depreciate more during periods of rising
interest rates.

Bank Obligations Each Series may invest in obligations issued by domestic or
foreign banks (including banker's acceptances, commercial paper, bank notes,
time deposits and certificates of deposit) pro-

14 Aetna Generation Series Prospectus

<PAGE>

vided the issuing bank has a minimum of $5 billion in assets and a primary
capital ratio of at least 4.25%.

A Series may engage in various strategies using derivatives, including
managing its exposure to changing interest rates, securities prices and currency
exchange rates (collectively known as hedging strategies), or increasing its
investment return. For purposes other than hedging, a Series will invest no more
than 5% of its total assets in derivatives which at the time of purchase are
considered by management to involve high risk to the Series. These would include
inverse floaters, interest-only and principal-only securities.
Each Series may buy and sell options (including index options and options on
foreign securities), and may invest in futures contracts and related options
with respect to foreign currencies, fixed income securities, and foreign stock
indices.
Some of these strategies, such as selling futures contracts, buying puts and
writing calls, hedge against price fluctuations. Other strategies, such as
buying futures contracts, writing puts, buying calls and interest rate swaps,
tend to increase market exposure. In some cases, a Series may buy a futures
contract for the purpose of increasing its exposure in a particular market
segment, which may be considered speculative, rather than hedging. The aggregate
futures market prices of financial instruments required to be delivered or
purchased under open futures contracts may not exceed 30% of Legacy's total
assets, 60% of Crossroads total assets and 100% of Ascent's total assets. With
respect to futures contracts or related options that are entered into for
purposes that may be considered speculative, the aggregate initial margin for
futures contracts and premiums for options will not exceed 5% of a Series' net
assets, after taking into account realized profits and unrealized losses on such
futures contracts.
When a Series writes a call option, it gives the purchaser the right, but not
the obligation, to buy a particular secu-

15 Aetna Generation Series Prospectus
<PAGE>

rity at a set price within a set time. The Series receives income from the
premium paid by the purchaser. The calls are "covered," which means that the
Series owns the securities that are subject to the call (although it may
substitute other qualifying securities). There is no limit on the amount of a
Series' total assets that may be subject to calls.
When a Series writes a put option, it gives the purchaser the right, but not
the obligation, to require the Series to buy a particular security at a set
price within a set time. Writing puts requires the segregation of liquid assets
to cover the put. A Series will not write a put if it will require more than 50%
of the Series' net assets to be segregated to cover the put obligation.
All of these are referred to as "hedging instruments." Investment in these
hedging instruments involves certain risks, which are described below under
"Risk Factors and Other Considerations" and in the Statement.

Supranational Agencies Each Series may invest up to 10% of its net assets in
securities of supranational agencies such as: the International Bank for
Reconstruction and Development (commonly referred to as the World Bank), which
was chartered to finance development projects in developing member countries;
the European Community, which is a twelve-nation organization engaged in
cooperative economic activities; the European Coal and Steel Community, which is
an economic union of various European nations' steel and coal industries; and
the Asian Development Bank, which is an international development bank
established to lend funds, promote investment and provide technical assistance
to member nations in the Asian and Pacific regions. Securities of supranational
agencies are not considered government securities and are not supported directly
or indirectly by the U.S. Government, nor are they considered foreign securities
for purposes of investment policies.

Illiquid and Restricted Securities Each Series may invest up to 15% of its total
assets in illiquid securities. Illiquid securities are securities that are not
readily marketable or cannot be liquidated within seven days in the ordinary
course of business without taking a materially reduced price. In addition, a
Series may invest in securities that are subject to legal or contractual
restrictions on resale, including securities purchased under Rule 144A and
Section 4(2) of the Securities Act of 1933. The Directors have established a
policy to monitor the liquidity of securities acquired by its Series.

Other Investments In addition, each Series may use other investment techniques,
including when-issued, delayed-delivery, forward commitment securities and
variable rate instruments. These techniques are described in Appendix A and in
the Statement.

16 Aetna Generation Series Prospectus
<PAGE>

Risk Factors and Other Considerations

General Considerations The different types of securities purchased and
investment techniques used by the Adviser involve varying amounts of risk. For
example, equity securities are subject to a decline in the stock market or in
the value of the issuing company and preferred stocks have price risk and some
interest rate and credit risk. The value of fixed income or debt securities may
be affected by changes in general interest rates and in the creditworthiness of
the issuer. Debt securities with longer maturities (for example, over ten years)
are more affected by changes in interest rates and provide less price stability
than securities with short term maturities (for example, one to ten years).
Also, on each debt security, there is a risk of principal and interest default
which will be greater with higher-yielding, lower-grade securities. High risk,
high-yield securities (junk bonds) may provide a higher return but with added
risk. In addition, foreign securities have currency risk.

Portfolio Turnover Portfolio turnover refers to the frequency of portfolio
transactions and the percentage of portfolio assets being bought and sold in the
aggregate during the year. Although the Adviser does not purchase securities
with the intention of profiting from short-term trading, the Adviser may buy and
sell securities when the Adviser believes such action is appropriate. It is
anticipated that the average annual turnover rate may exceed 125%. Higher
turnover rates have resulted and are expected to continue to result in higher
transaction costs relating to stock or equity transactions, which costs are
borne directly by the Series. The Adviser anticipates that these higher costs
are offset by the potentially improved performance that is sought by numerous
portfolio transactions. High turnover rates may also result in a possible
increase in short-term capital gains or losses. See "Distributions," "Taxes" and
the Statement for additional information.

Cash or Cash Equivalents The Adviser reserves the right to temporarily depart
from a Series' investment objective by investing up to 100% of its assets in
cash or money market instruments for defense against potential market declines.
In addition, all Series reserve the right to deposit some or all of their
uninvested cash balances into one or more joint accounts as authorized by the
Commission.

17 Aetna Generation Series Prospectus
<PAGE>

ing and enforcing judgments against foreign entities; adverse foreign political
and economic developments; different accounting procedures and auditing
standards; the possible imposition of withholding taxes on interest income
payable on securities; the possible seizure or nationalization of foreign
assets; the possible establishment of exchange controls or other foreign laws or
restrictions which might adversely affect the payment and transferability of
principal, interest and dividends on securities; higher transaction costs;
possible settlement delays; and less publicly available information about
foreign issuers.

Depositary Receipts The Series can invest in both sponsored and unsponsored
depositary receipts. Unsponsored depositary receipts, which are typically traded
in the over-the-counter market, may be less liquid than sponsored depositary
receipts and therefore may involve more risk. In addition, there may be less
information available about issuers of unsponsored depositary receipts.
The Series will generally acquire American Depositary Receipts (ADRs) which
are dollar denominated, although their market price is subject to fluctuations
of the foreign currency in which the underlying securities are denominated. See
Appendix A and the Statement for more information.

Real Estate Securities A Series' investments in real estate securities may be
subject to certain of the same risks associated with the direct ownership of
real estate. These risks may include: declines in the value of real estate;
risks related to general and local economic conditions, overbuilding and
competition; increases in property taxes and operating expenses; and variations
in rental income. In addition, equity REITs may be dependent upon management
skill, may not be diversified, and may be subject to the risks of obtaining
adequate financing for projects on favorable terms. Equity REITs also are
subject to the possibility of failing to qualify for tax-free pass-through of
income under the Internal Revenue Code (Code) and failing to maintain exemption
from the 1940 Act.

High Risk, High-Yield Securities The Series may invest in high risk, high-yield
securities (junk bonds). These securities are rated BB/Ba or below or, if
unrated, are considered to be of comparable quality. These securities tend to
offer higher yields than investment-grade bonds because of the additional risks
associated with them. These risks include: a lack of liquidity; an unpredictable
secondary market; a greater likelihood of default; increased sensitivity to
difficult economic and corporate developments; call provisions which may
adversely affect investment returns; and loss of the entire principal and
interest.

18 Aetna Generation Series Prospectus
<PAGE>

Although junk bonds are high-risk investments, they may be purchased if they
are thought to offer good value. This may happen if, for example, the rating
agencies have, in the Adviser's opinion, misclassified the bonds or overlooked
the potential for the issuer's enhanced creditworthiness.

Derivatives

Derivatives can be volatile investments and involve certain risks. As described
above under "Investment Techniques--Options, Futures and Other Derivative
Instruments," the Series may use derivative instruments including U.S.
Government derivatives.
A Series may purchase separately traded principal and interest components of
certain U.S. Government securities (STRIPS). In addition, a Series may acquire
custodial receipts that represent ownership in a U.S. Government security's
future interest or principal payments. These securities are known by such exotic
names as TIGRS and CATS and may be issued at a discount to face value. They are
generally more volatile than normal fixed income securities because interest
payments are accrued rather than paid out in regular installments.
Options and futures contracts can be volatile investments and involve certain
risks, including, but not limited to: no assurance that futures contracts
transactions can be effected at favorable prices; possible reduction in a
Series' total return and yield; possible reduction in the value of the futures
instrument; the inability of a Series to limit losses by closing its position
due to lack of a liquid secondary market or due to daily limits of price
fluctuation; imperfect correlation between the value of the contracts and the
related securities; and potential losses in excess of the amount invested in the
futures contracts themselves.
The use of futures involves a high degree of leverage because of the low
margin requirements. As a result, small price movements in futures contracts
may result in immediate and potentially unlimited gains or losses to a Series.
The amount of gains or losses on investments in futures contracts depends on
the portfolio manager's ability to predict correctly the direction of stock
prices, interest rates and other economic factors.
In writing puts, there is the risk that a Series may be required to buy the
underlying security at a disadvantageous price. In addition, it must segregate
assets to cover its obligations with respect to the sale of a put.
In writing calls, a Series may forego profits on an increase in the price of
an underlying security if the purchaser exercises the call option. In addition,
a Series could experience capital losses that might cause previously-
distributed income to be recharacterized for tax purposes as a return of
capital to shareholders.

19 Aetna Generation Series Prospectus
<PAGE>

The use of forward currency contracts may reduce the gain that otherwise would
result from a change in the relationship between the U.S. dollar and a foreign
currency. To limit its exposure in foreign currency exchange contracts, the
Series limit their exposure to the amount of their respective assets denominated
in the foreign currency. Interest rate swaps are subject to credit risks (if the
other party fails to meet its obligations) and also to interest rate risks,
because the Series could be obligated to pay more under its swap agreements than
they receive under them, as a result of interest rate changes.
Cross-hedging entails a risk of loss on both the value of the security that
is the basis of the hedge and the currency contract that was used in the hedge.
These risks are described in greater detail in the Statement.

Variable Rate Instruments, When-Issued and Delayed-Delivery Transactions
When-issued, delayed-delivery and variable rate instruments may be subject to
liquidity risks, credit risks and risks of loss of principal due to market
fluctuations. Each Series will establish a segregated account in which it will
maintain liquid assets in an amount at least equal to the Series' commitments to
purchase securities on a when-issued or delayed-delivery basis. For more
information about these securities, see Appendix A and the Statement.

Special Considerations Investors should be aware that the investment results of
the Series depend in part upon the Adviser's ability to anticipate correctly the
relative performance of stocks, bonds and money market instruments.
While the Adviser has substantial experience in managing all asset classes,
there can be no assurance that the Adviser will always allocate assets to the
best performing sectors. A Series' performance would suffer if a major portion
of its assets were allocated to stocks in a declining market or, similarly, if a
major portion of its assets were allocated to bonds at a time of adverse
interest rate movement.

Investment Restrictions

20 Aetna Generation Series Prospectus
<PAGE>

purchase more than 10% of the outstanding voting securities of any one
issuer. This restriction applies only to 75% of a Series' total assets. The
Series do not invest in the securities of companies determined by the Adviser
to be primarily involved in the production or distribution of tobacco products.
See the Statement for additional restrictions.

Shareholder Services

The Fund offers several services to its shareholders. These may be selected on
the application or you may call 1-800-367-7732 to select these services at a
later date.

Certain features may not be available through employer-sponsored retirement
plans. Please refer to your plan materials for specific information about
services available under your plan.

Shareholder Inquiries If you have questions about your account or would like to
initiate a transaction, please call 1-800-367-7732. If you would like to receive
an additional prospectus, application or information about the Fund, please call
1-800-238-6263.

How to Purchase Shares Adviser Class shares may be purchased directly from the
Fund, through a registered representative of a broker-dealer affiliated with the
Fund, through a registered representative of an unaffiliated broker-dealer, or
through an employer-sponsored retirement plan. If you are purchasing through an
employer-sponsored retirement plan, please refer to your plan materials.

How to Open an Account To open an account, please complete and submit an
application with the amount to be invested as directed below under "Purchase by
Mail." You may open an account with a minimum investment of $1,000 or $500 for
IRAs. Once you have opened an account in a Series, additional investments may be
made by mail ($100 minimum), wire transfer ($500 minimum) or exchange from the
same class of shares of another Series in the Fund. All checks must be drawn on
a bank located within the United States and be payable in U.S. dollars. Minimum
investments may be waived if an investment is made through exchange of the
entire amount invested in another Series. Minimums may also be waived for
certain circumstances such as for persons investing through certain benefit
plans, insurance settlement options or by systematic investments. (See "Other
Features--Systematic Investment.")

Crediting of Shares Shares for new accounts will be purchased at the net asset
value next determined on any day that the NYSE is open for business (Business
Day) so long as the completed and signed

21 Aetna Generation Series Prospectus
<PAGE>

application accompanied by a check in payment for the shares is received by
Firstar Trust Company (the transfer agent) at its Milwaukee offices prior to
4:00 p.m. Additional investments and exchanges will be processed at the net
asset value next determined if the check or wire for the purchase, or the
exchange request, is received by 4:00 p.m. Orders received after 4:00 p.m. will
be processed at the net asset value determined on the following Business Day.
For investors purchasing shares in connection with retirement plans offered by
certain institutions (Institutions) under Sections 401, 403(b) or 457 of the
Internal Revenue Code (Code), shares will be purchased at the net asset value
determined on the Business Day on which the Institution receives the investor's
request before the time specified by such Institution. Investors participating
in such a plan should refer to their plan materials for a discussion of any
specific instructions on the timing or restrictions on the purchase of shares.
Please refer to "Net Asset Value" for information on how net asset value is
determined. No initial sales charge is imposed at the time of purchase. A CDSC
is imposed, however, on certain redemptions of Adviser Class shares. See "Fees
and Charges--Contingent Deferred Sales Charge" which describes the CDSC in
greater detail.

Purchase by Mail To purchase shares by mail, please complete and sign the
application, make a check payable to the Aetna Series Fund, Inc. and mail to
Firstar Trust Company, the transfer agent as follows:
Aetna Series Funds, Inc.--Generation Funds c/o Mutual Fund Services,
3rd Floor
P.O. Box 701
Milwaukee, WI 53201-0701.
Correspondence mailed by overnight courier should be sent to the transfer
agent as follows:
Aetna Series Funds, Inc.--Generation Funds
c/o Mutual Fund Services, 3rd Floor
615 E. Michigan Street
Milwaukee, WI 53202
You can make additional investments to your accounts by using the investment
stubs from your confirmation statements or by sending payments to the address
listed above. Your letter should indicate your name, account number(s), the
Series you wish to invest in, and the amount to be invested in each Series. When
opening an account, your check should be made payable to Aetna Series Fund Inc.
Cash, credit cards and third party checks cannot be used to open an account.
Firstar will accept checks for subsequent purchases which are made payable to
the account owner(s) and endorsed to Aetna Series Fund, Inc.

22 Aetna Generation Series Prospectus
<PAGE>

Purchase by Wire Once you are a shareholder of a Series, you may purchase
additional shares through a wire transfer. For federal funds wire instructions,
please call 1-800-367-7732. Federal funds wire purchase orders will be accepted
only when the transfer agent and custodian bank are open for business.

Purchase by Electronic Funds Transfer Once you are a shareholder in any Series
of the Fund, you may purchase additional shares by using Electronic Funds
Transfer (EFT) facilities under the Systematic Investment feature. See "Other
Features." EPT will allow you to transfer money between a bank account and a
specific Series. You must elect EFT capability in writing, on the application or
subsequently by requesting the appropriate information.

Purchase by Exchange You may open an account or purchase additional shares by
making an exchange from the same class shares of any other Series of the Fund,
provided shares of such Series may be legally sold in your state of residence.
An exchange may be made by submitting a written request to make the exchange and
specifying your name and account number(s), the name of the Series into which
you wish to exchange, the amount to be exchanged, and the signatures of all
shareholders. Send your request to the address listed above under "Purchase by
Mail."
You may also exchange your shares by calling 1-800-367-7732. Please have
available the Series names, account number, your Social Security number or
taxpayer identification number, address and the amount to be exchanged. Requests
received prior to 4:00 p.m. eastern time will be processed that Business Day.
You should carefully consider the following before making an exchange:

[ ] Each exchange may result in a gain or loss and is treated as a sale and as
a purchase of shares for tax purposes.

[ ] An exchange which represents an initial investment in a Series must meet
the minimum investment requirements described under "Shareholder
Services--How to Open an Account."

[ ] The shares received in an exchange must be identically registered. A
letter with signature guarantees must accompany any exchange request to
transfer shares into a Series account that is not registered identically to
the transferring Series account.

[ ] Following an investment in a Series, there is a required eight-day holding
period or maximum allowed by law, if shorter, before those shares can be
exchanged.

There is currently no limit on the number of exchanges. However, each Series
reserves the right to temporarily or permanently terminate

23 Aetna Generation Series Prospectus
<PAGE>

the exchange privilege for any person who makes more than five exchanges out of
a Series per calendar year. In addition, each Series reserves the right to
refuse exchange purchases by any person or group if, in the Adviser's judgment,
it would be unable to invest effectively in accordance with its investment
objective as a result of such exchange. Each Series also reserves the right to
revise the exchange privilege at any time.

You automatically receive telephone exchange privileges when you establish
your account. If you do not want telephone exchange privileges, write to the
transfer agent at the above address or call 1-800-367-7732. The Fund has
established reasonable procedures to confirm that instructions received are
genuine. If these procedures are not followed, the Fund may be liable for any
losses due to unauthorized or fraudulent instructions. For your protection, all
telephone exchange transactions may be recorded, and you will be asked for
certain identifying information.

Distribution Options When completing an application, you must select one of the
following options for dividends and capital gains distributions:

[ ] Full Reinvestment--Both dividends and capital gains distributions from a
Series will be reinvested in additional Adviser Class shares of that Series.
This option will be selected automatically unless one of the other options
is specified. (Please refer to "Distributions.")

[ ] Or . . . Capital Gains Reinvestment--Capital gains distributions from a
Series will be reinvested in additional Adviser Class shares of that
Series and all net income from dividends will be distributed in cash.

[ ] Or . . . All Cash--Dividends and capital gains distributions will be paid
in cash.

If you select a cash distribution option, you can elect to have distributions
automatically invested in Adviser Class shares of another Series of the Fund. To
request information or to initiate a transaction, please call 1-800-367-7732.

If you make no selection, income dividends and capital gains distributions
with respect to a particular Series will be reinvested in additional Adviser
Class shares of that Series. Distributions paid in shares will be credited to
your account at the next determined net asset value per share.

Charges to the above options will be effective for distributions occurring
ten days after the date written notification is received by the transfer agent.

24 Aetna Generation Series Prospectus
<PAGE>

How to Redeem Shares To redeem all or a portion of the Adviser Class shares in
your account, a redemption request should be submitted as described below.
Shares will be redeemed at the net asset value next determined on that Business
Day so long as the redemption request and all required documentation is received
by Firstar Trust Company (the transfer agent) at its Milwaukee offices prior to
4:00 p.m. Redemption requests received after 4:00 p.m. will be processed at the
net asset value determined on the following Business Day.
A Series has the right to satisfy redemption requests by delivering
securities from its investment portfolio rather than cash when it decides that
distributing cash would not be in the best interests of shareholders. However, a
Series is obligated to redeem its shares solely in cash up to an amount equal to
the lesser of $250,000 or 1% of its net assets for any one shareholder of a
Series in any 90 day period. To the extent possible, the Series will distribute
readily marketable securities, in conformity with applicable rules of the
Commission. In the event such redemption is requested by institutional
investors, the Series will weigh the effects on individual nonredeeming
shareholders in applying this policy. Securities distributed to shareholders may
be difficult to sell and may result in additional costs to the shareholders. See
the Statement for additional information on redemptions in kind.

Redeem by Mail Shares of any Series may be redeemed by sending written
instructions to the transfer agent. The instructions should identify the Series,
the number of shares or dollar amount to be redeemed, your name and account
number. The instructions must be signed by all person(s) required to sign for
the Series account, exactly as the shares are registered, and accompanied by a
signature guarantee(s). (See "Signature Guarantee" below.) Certain nonindividual
shareholders may also be required to furnish copies of supporting documents such
as corporate resolutions or trust instruments.
Once a redemption request is received in good order, the Series will normally
send the proceeds of such redemption within one or two business days. However,
if making immediate payment could adversely affect a Series, the Series may
defer distribution for up to seven days or the maximum period allowed by law, if
shorter. Also, a Series will hold payment of redemption proceeds until a
purchase check or systematic investment clears, which may take up to 12 calendar
days. The Series may suspend redemptions or postpone payments when the NYSE is
closed or when trading is restricted for any reason other than its customary
weekend or holiday closings, or under any emergency circumstances as determined
by the Commission.

25 Aetna Generation Series Prospectus
<PAGE>

Signature Guarantee A signature guarantee is verification of the authenticity of
the signature given by certain authorized institutions. The Fund may waive the
signature guarantee requirement for redemption requests for amounts of $10,000
or less. However, if you wish to have your redemption proceeds transferred by
wire to your designated bank account, paid to someone other than the shareholder
of record, or sent somewhere other than the shareholder address of record, you
must provide a signature guarantee with your written redemption instructions
regardless of the amount of redemption.
The Fund reserves the right to amend or discontinue this policy at any time
and establish other criteria for verifying the authenticity of any redemption
request.

You can obtain a signature guarantee from any one of the following
institutions: a national or state bank (or savings bank in New York or
Massachusetts only); a trust company; a federal savings and loan association; or
a member firm of the New York, American, Boston, Midwest, or Pacific Stock
Exchanges. Please note that signature guarantees are not provided by notary
publics.

Minimum Account Balance To keep your account open, you must maintain a minimum
balance of $500 in each Series account. If this minimum balance is not
maintained due to redemptions, the Fund reserves the right to redeem all of your
remaining shares in that Series and mail the proceeds to you at the address of
record. Shares will be redeemed at net asset value on the day the account is
closed. The Fund will give you 60 days notice that such redemption will occur
unless you make an additional investment to increase the account balance to the
$500 minimum.

Tax-Deferred Retirement Plans The Fund can be used for investment by a variety
of tax-deferred plans. These plans let you save for retirement and allow you to
defer taxes on your investment income. Some of these plans are:

[ ] IRAs, available to individuals who work and their spouses.

[ ] 401(k) programs, available to corporations of all sizes to benefit their
employees.

26 Aetna Generation Series Prospectus
<PAGE>

Shareholder Information The transfer agent will maintain your account
information. Account statements will be sent at least quarterly. A Form 1099
will also be sent each year by January 31. Annual and semiannual reports will
also be sent to shareholders. The transfer agent may charge you a fee for
special requests such as an historical transcript of your account and copies of
cancelled checks.
Consolidated Statements reflecting current account values, share balances and
year-to-date transactions will be sent to you each quarter. All accounts
identified by the same social security number and address will be consolidated.
For example, you could receive a Consolidated Statement showing your individual
and IRA accounts. With the prior permission of the other shareholders involved,
you have the option of requesting that accounts controlled by other shareholders
be shown on one Consolidated Statement. For example, information on your
individual account, your IRA, your spouse's individual account and your spouse's
IRA may be shown on one Consolidated Statement.

Other Features

Systematic Investment The Systematic Investment feature, using the EFT
capability (see "Shareholder Services--Purchase by Electronic Funds Transfer"),
allows you to make automatic monthly investments in any Series. On the
application, you may select the amount of money to be moved and the Series in
which it will be invested. There is no minimum initial cash investment required
to purchase shares if you elect to use the EFT feature. The minimum monthly
Systematic Investment is $50 per Series and we reserve the right to increase
that amount. EFT transactions will be effective 15 days following the receipt by
the transfer agent of your application. The Systematic Investment feature and
EFT capability will be terminated upon total redemption of your shares. Payment
of redemption proceeds will be held until a Systematic Investment has cleared,
which may take up to 12 calendar days. See "How to Redeem Shares."

Automatic Cash Withdrawal Plan The Automatic Cash Withdrawal Plan provides a
convenient way for you to receive a systematic distribution while maintaining an
investment in the Fund. The Automatic Cash Withdrawal Plan permits you to have
payments of $100 or more automatically transferred from a Series to your
designated bank account on a monthly basis. To enroll in this plan, you must
have a minimum balance of $10,000 in any Series utilizing this feature. Your
automatic cash withdrawals will be processed on a regular basis beginning on or
about the first day of the month. There may be tax consequences associated with
these transactions. Please consult your tax adviser.

27 Aetna Generation Series Prospectus
<PAGE>

TDD Service Firstar Trust Company, the transfer agent, offers Telecommunication
Device for the Deaf (TDD) services for hearing impaired shareholders. The
dedicated number for this service is 1-800-684-3416 and appears on shareholder
account statements.

Changes to Service The Fund reserves the right to amend the shareholder services
described above or to change the terms or conditions of such services at any
time.

Cross Investing

Dividend Investing--You may elect to have dividend and/or capital gains
distributions automatically invested in one other Adviser Class Series.

Systematic Exchange--You may establish an automatic exchange of Adviser Class
shares from one Series to another. The exchange will occur on or about the 15th
day of each month and must be for a minimum of $50 per month. Since this
transaction is treated as an exchange, the policies related to the exchange
privilege apply. Please read the "Shareholder Services--Purchase by Exchange"
section carefully. There may be tax consequences associated with these
exchanges. Please consult your tax adviser.
Cross Investing may only be made in a Series that has been previously
established with the minimum investment. To request information or to initiate a
transaction under either or both of these features, please call 1-800-367-7732.

Fees and Charges

Shareholder Services Fee Under a Shareholder Services Plan approved by the Board
of Directors, Aetna is paid a service fee at an annual rate of 0.25% of the
daily net assets of the Adviser Class shares of each Series. This fee is used as
compensation for expenses incurred in servicing shareholder accounts.

12b-1 Distribution Fee The Directors and the Adviser Class shareholders have
approved a Distribution Plan under Rule 12b-1 of the 1940 Act. Under this plan,
Aetna is paid a 12b-1 distribution fee at an annual rate of 0.50% of the average
daily net assets of the Adviser Class shares of each Series.
The 12b-1 distribution fee may be used to cover expenses incurred in
promoting the sale of Adviser Class shares, including (i) costs of printing and
distributing each Series' prospectus, Statement and sales literature to
prospective investors; (ii) payments to registered representatives and other
persons who provide support services in connection with the distribution of

28 Aetna Generation Series Prospectus
<PAGE>

shares; (iii) overhead and other Aetna distribution related expenses; and (iv)
accruals for interest on the amount of the foregoing expenses that exceed 12b-1
distribution fees and the CDSC received by Aetna.

Contingent Deferred Sales Charge You may buy Adviser Class shares of any Series
without an initial sales charge. However, Aetna will impose a contingent
deferred sales charge (CDSC) on certain share redemptions.
There is no CDSC on redemptions of Adviser Class shares purchased through
reinvestment of dividends or capital gains distributions or shares purchased
more than four years prior to the redemption. Redemptions of Adviser Class
shares within four years of purchase are subject to a CDSC. The charge is
assessed on an amount equal to the lesser of the current market value or the
original cost of the shares being redeemed. The result is there is no sales
charge on increases in the net asset value of shares above the initial purchase
price.
The CDSC is calculated by multiplying the lesser of the current market value
or the original cost of the shares being redeemed, by the percentage shown below
based on the time invested:

Redemption During CDSC
- ------------------------------------------------- -----------------
1st year since purchase 1.00%
2nd year since purchase .75%
3rd year since purchase .50%
4th year since purchase .25%
5th year and thereafter None

When you request a redemption of Adviser Class shares, to determine whether
the CDSC is applicable, the Fund will assume that you are redeeming shares not
subject to the CDSC first. In determining the number of years the shares have
been held, each Series will aggregate all purchases of Adviser Class shares made
during a month and consider them made on the first day of the month.

For example, assume that you have made purchase payments for Adviser Class
shares of a Series of $2,000 annually for 2 years (total $4,000) and that the
value of your investment, including appreciation and reinvested distributions,
has grown to $5,200 in the third year. Since there is no CDSC on appreciation or
reinvested dividends, you could redeem $1,200 without incurring a charge. For a
redemption of $2,000, the first $1,200 would not be subject to a CDS, but the
remaining $800 would be subject to the CDSC and would be assumed to have come
from your oldest purchase payment. Thus, a 0.50% CDSC would be imposed (for
redemptions of shares in the third year since purchase), for a total charge of
$4.00.

Because the CDSC is assessed on a Series-by-Series basis, shareholders who
contemplate a redemption and have invested in multiple

29 Aetna Generation Series Prospectus
<PAGE>

Series should consider redeeming from the Series that would produce the lowest
CDSC.

Waivers of CDSC The CDSC will be waived on (a) exchanges; (b) redemptions of
shares following the death or disability of the shareholder; (c) redemptions of
shares in connection with distributions and withdrawals from retirement plans or
IRAs; (d) redemptions of shares purchased by active or retired employees of the
Underwriter or affiliated companies; (e) redemptions by shareholders with a
current account balance of $1 million or more in the account from which they
wish to redeem; and (f) involuntary redemptions.

Management

Directors Each Series is managed under the supervison of the Directors. The
Directors set broad policies for the Fund and each Series. Information about the
Directors is found in the Statement.

Investment Adviser Aetna has entered into an investment advisory agreement with
the Fund on behalf of each Series which provides that Aetna is responsible for
managing the investments of each Series and for providing all necessary
facilities and personnel costs to conduct such activities. Aetna is a
Connecticut corporation with its principal offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156. Aetna is registered with the Commission as
an investment adviser.
Aetna receives a fee from each Series at an annual rate based upon the
average daily net assets of each Generation Series as follows: 0.80% on the
first $500 million; 0.775% on the next $500 million; 0.75% on the next $500
million; 0.725% on the next $500 million; and 0.70% on assets over $2 billion.

Subadviser Aetna, the Fund on behalf of each Series and Aeltus have entered into
subadvisory agreements appointing Aeltus as the subadviser for each Series (the
"Subadvisory Agreements"). Aeltus is a Connecticut corporation with its
principal offices located at 242 Trumbull Street, Hartford, Connecticut
06103-1205. Aeltus is registered as an investment adviser with the Commission.
Under the Subadvisory Agreements, Aeltus is responsible for managing the assets
of each Series in accordance with its investment objective and policies, subject
to the supervision of Aetna, the Fund and the Fund's Directors. Aeltus
determines what securities and other instruments are purchased and sold by each
Series and handles certain related accounting and administrative functions,
including determining each Series' net asset value on a daily basis and
preparing and providing such reports, data and information as Aetna or the
Directors request from time to time.

30 Aetna Generation Series Prospectus
<PAGE>

Administrator The Fund on behalf of each Series has appointed Aetna as
administrator for each Series. Aetna has responsibility for all administrative
and internal accounting and reporting services, oversight of relationships with
third party service providers such as the transfer agent and custodian,
shareholder communications and reporting for each Series. As administrator,
Aetna will oversee the calculation of net asset values and other financial
reports prepared by the subadviser for the Series.
For these services, each Series pays Aetna a fee at an annual rate based upon
the average daily net assets of the Series as follows: 0.25% on the first $250
million; 0.24% on the next $250 million; 0.23% on the next $250 million; 0.22%
on the next $250 million; 0.20% on the next $1 billion and 0.18% on assets over
$2 billion.

Principal Underwriter Aetna is the principal underwriter for the Fund. Aetna
contracts with various broker-dealers, including one or more of its affiliates,
for distribution of shares.

Transfer Agent Firstar Trust Company, located at 615 E. Michigan Street,
Milwaukee, WI 53202, acts as the Series' transfer and dividend-paying agent.
Firstar is responsible for the issuance, transfer and redemption of shares and
the opening and maintenance of shareholder accounts.

Series Expenses Each Series bears the costs of its operations. Expenses directly
attributable to a Series are charged to that Series. Some expenses are allocated
proportionately among all the Series of the Fund in proportion to the net assets
of each Series and some expenses are allocated equally to each Series. Series
expenses for each class of shares are included in the Fee Tables.

Portfolio Management

The following individuals are primarily responsible for the day-to-day
management of the Series, as indicated below. All of the following individuals
may also decide as a group what strategy may benefit all of the Series.

Kevin M. Means, Managing Director, Aeltus, is the lead portfolio manager for the
Generation Series and has been responsible for determining the allocation of
each Series' investments among the seven asset classes described under
"Investment Strategies" since their inception in January 1995. Mr. Means is
responsible for the management of over $6 billion in variable annuity and mutual
funds assets. Mr. Means joined Aetna in July of 1994 after serving as Chief
Investment Officer at INVESCO Management and Research, Boston from 1993 to 1994.
He also served from 1987 to 1993 as the Director of

31 Aetna Generation Series Prospectus
<PAGE>

Quantitative Research and Equity Portfolio Manager at INVESCO Capital
Management, Atlanta. Mr. Means is responsible for the selection of securities
for the Generation Series in the Large Capitalization Stocks class.
The following individuals are responsible for the selection of securities for
the Generation Series in each of the asset classes other than the Large
Capitalization Stock class:

Vince Fioramonti, Vice-President, Aeltus, is currently managing international
stocks and non-U.S. dollar government bonds for several Aetna investment
funds. Mr. Fioramonti joined Aetna in 1994 after serving as Vice President
for The Travelers Investment Management Company. He began his investment
career with Travelers in 1988.

Yaniv Tepper, Vice-President, Aeltus, has responsibility for Real Estate
Investment Trust (REIT) holdings on the equity side, and non-agency mortgage
backed securities on the fixed income side. Mr. Tepper joined Aetna in early
1994 as an Associate in Real Estate Investments Group. Prior to joining Aetna,
Mr. Tepper consulted in the area of real estate finance, valuations, and asset
restructuring.

Donald Townswick, Vice-President, Aeltus, joined Aetna in July of 1994 after
serving as Vice President at INVESCO Management and Research, Boston. Mr.
Townswick was at INVESCO from 1992 to 1994. Prior to his position at INVESCO, he
was an engineer in the Aerospace Industry with Rockwell International and
Douglas Aircraft Company.

Hugh T.M. Whelan, Vice President, Aeltus has managed the Aetna Government Fund
since January 1997. Mr. Whelan joined Aeltus in 1989 and manages fixed-income
portfolios employing different strategies.

Jeanne Wong-Boehm, Managing Director, Aeltus, U.S. Dollar Bonds and Money Market
Investments, joined Aetna in 1983 as a fixed income portfolio analyst, and in
1989 she was also assigned primary responsibility for the money market
operations.

Distributions

Each Generation Series declares and pays dividends annually. All net long-term
capital gains distributions, if any, are paid on an annual basis.

Income dividends are derived from net investment income, including dividends,
interest, realized short-term capital gains, and certain foreign currency gains
received by a Series. Capital gains distributions are derived from each Series'
realized net long-term capital gains. The per share dividends and distributions
of Adviser Class shares will be

32 Aetna Generation Series Prospectus
<PAGE>

less than the per share dividends and distributions of the Select Class as a
result of the distribution and service fees applicable to the Adviser Class.

Both income dividends and capital gains distributions are paid by each Series
on a per-share basis. As a result, at the time of such payment, the net asset
value per share of a Series will be reduced by the amount of such payment.

Net Asset Value

The net asset value per share (NAV) of each Series is determined as of the
earlier of 15 minutes after the close of the NYSE or 4:15 p.m. eastern time on
each Business Day. Each Series' NAV is computed by dividing the total value of a
Series' assets (including dividends and interest accrued but not collected) less
all liabilities (including accrued expenses), by the number of shares
outstanding. A Series' securities are valued primarily on the basis of market
quotations. All other assets, including restricted securities and other
securities for which market quotations are not readily available, are valued at
their fair value in such manner as may be determined, from time to time, under
the authority of, the Directors.

Taxes

Shareholder Distributions Each Series intends to qualify for treatment under
Subchapter M of the International Revenue Code (Code), as amended. By
distributing all of its income and meeting certain other requirements relating
to the source of its income and diversification of its assets, the Series will
not be liable for federal income or excise taxes. Therefore, each Series will
distribute all of its net income and gains to shareholders. Such distributions
will be taxable income or capital gains to the shareholders and not the Series.
Distribution of net long-term capital gains are taxable to the shareholders as
long-term capital gains regardless of the length of time a shareholder has owned
the shares. Distributions of net investment income and net short-term capital
gains are taxable as ordinary income. Depending on a Series' investments, part
or all of ordinary income dividends could be treated as: (1) "U.S. Government
Interest Divi-

33 Aetna Generation Series Prospectus
<PAGE>

dends" which are exempt from state and local taxes in some jurisdictions or
(2) "Qualifying Dividends" which for eligible corporate shareholders qualify for
the corporate dividends-received deduction.
Investment income from foreign securities may be subject to foreign taxes
withheld at the source. It is impossi ble to determine the effective rate of
foreign tax in advance since the amount of a Series' assets to be invested in
various countries is not known.
A Series' distributions are taxable in the year they are received, regardless
of whether you take them in cash or reinvest them in additional shares. However,
distributions declared in December to shareholders of record on a date in
December and paid in January of the following year are taxable as if paid on
December 31 of the year of declaration. Each series will send a statement to
shareholders by January 31 indicating the tax status of distributions made
during the previous year, and any foreign taxes "passed-through" to
shareholders.

Buying a Dividend If you buy shares of a Series just before the ex-dividend
date, you may be taxed on the entire amount of the dividend received.

Share Redemptions Any gain or loss realized when you redeem (sell) or exchange
shares of a Series will be treated as a taxable long-term or short-term capital
gain or loss. Please see the Statement for information regarding any limitation
on deductibility of such losses.

Tax Withholding When you fill out your application, you will be asked to certify
that your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding by the Internal Revenue Service
(IRS). If you are subject to backup withholding or fail to properly certify your
taxpayer identification number, the IRS can require the Fund to withhold 31% of
your taxable dividends, capital gains distributions and redemption proceeds.

General Information

Articles of Incorporation The Fund was incorporated under the laws of Maryland
on June 17, 1991. The Articles of Incorporation (Articles) provide for the
issuance of multiple series of shares, each representing a portfolio of
investments with different investment objectives, policies and restrictions. The
Fund authorized the organization of the Generation Series by amendment to its
Articles on September 27, 1994.

34 Aetna Generation Series Prospectus
<PAGE>

respect to: (a) the effect of the respective sales charge, if any, for each
class; (b) the distribution and/or service fees borne by each class; (c) the
expenses allocable exclusively to each class; (d) voting rights on matters
exclusively affecting a single class; and (e) the exchange privilege of each
class. The Directors do not anticipate that there will be any conflicts among
the interests of the holders of the different classes of shares of the Funds.
The Directors continue to consider whether any such conflicts exist and, if so,
will take appropriate action. The Fund has obtained a ruling from the IRS with
respect to the Series described in this Prospectus to the effect that differing
distributions among the classes of its shares will not result in a Series'
dividends or other distributions being regarded as "preferential dividends"
under the Code. For additional information, see the Statement.

Capital Stock The Articles currently authorize the issuance of 4.8 billion
shares of capital stock of the Fund. All shares are nonassessable, transferable
and redeemable. There are no preemptive rights. As of January 31, 1997, Aetna
and its affiliates owned ___% of all outstanding shares of the Fund. Aetna and
its affiliates owned 5% or more of the following Series:
- -----,-----.:
Aetna and its affiliates may make additional investments to the Series.

Shareholder Meetings The Fund is not required and does not intend to hold annual
shareholder meetings. The Articles provide for meetings of shareholders to elect
Directors at such times as may be determined by the Directors or as required by
the 1940 Act. If requested by the holders of at least 10% of a Series'
outstanding shares, the Fund will hold a shareholder meeting for the purpose of
voting on the removal of one or more Directors and will assist with
communication concerning that shareholder meeting.

Voting Rights Shareholders of each class are entitled to one vote for each full
share held and fractional votes for fractional shares of each class held on
matters submitted to the shareholders of the Fund. Voting rights are not
cumulative. Generally, shares of the Fund will be voted on a Fund-wide basis on
all matters except matters affecting only the interest of one Series or one
class of shares.

Payments to Dealers From time to time, Aetna or its affiliates may make payments
(up to 0.25%, computed on an annualized basis, of average monthly account
values) to other dealers and/or their agents who may or may not be affiliates of
Aetna, who sell Adviser Class shares or who provide shareholder services to you.
These payments are made from the resources of the paying entity so the price you
pay for Adviser Class shares and the value of your investment will be
unaffected.

35 Aetna Generation Series Prospectus
<PAGE>

Performance Data

Appendix A--Glossary of Investment Terms

This glossary describes some of the securities used by the Generation Series.
Further information is available in the Statement:

Banker's Acceptance A banker's acceptance is a time draft drawn on and accepted
by a bank and is customarily used by corporations as a means of financing
payment for traded goods. When a draft is accepted by a bank, the bank
guarantees to pay the face value of the debt at maturity.

Commercial Paper Commercial paper is unsecured short-term debt instruments
issued by companies or banks with a maturity ranging from two to 270 days.

36 Aetna Generation Series Prospectus
<PAGE>

these securities are not registered with the Commission. Certain Eurodollar
deposits are not FDIC insured and may be subject to future political and
economic developments and governmental restrictions.

High Risk, High-Yield Securities Bonds of low quality security backing rated BB
or below by Standard & Poor's or Ba or below by Moody's or other agencies, or,
if unrated, considered by the Adviser to be of comparable quality. These bonds
are often called "junk bonds" because of the greater possibility of default.

Pay-in-Kind Bonds Pay-in-kind bonds are bonds that pay all or a portion of their
interest through the issuance of additional bonds.

U.S. Government Derivatives A Fund may purchase separately traded principal and
interest components of certain U.S. Government securities (STRIPS). In addition,
a Series may acquire custodial receipts that represent ownership in a U.S.
Government security's future interest or principal payments. These securities
are known by such exotic names as TIGRS and CATS and may be issued at a discount
to face value. They are generally more volatile than normal fixed income
securities because interest payments are accrued rather than paid out in regular
installments.

Variable Rate Instruments A variable or floating rate instrument is one whose
terms provide for the adjustment of its interest rate on set dates and which can
reasonably be expected to have a market value close to par value.

When-Issued and Delayed-Delivery Transactions When-issued and delayed-delivery
transactions are trading practices in which payment and delivery for securities
takes place at a future date. The market value of a security could change during
the interim period, which could affect yield.

Yankee Bonds A bond issued in the United States by foreign countries,
corporations and banks. Similarly, Yankee CDs are issued in the U.S. by branches
of foreign banks.

Zero Coupon Bonds Bonds issued at a deep discount to face value. These bonds pay
no interest but are redeemed at full face value. The price of zero coupon bonds
is more volatile than bonds which pay interest but are rated on the same
principles as fixed-income investments.

37 Aetna Generation Series Prospectus
<PAGE>

The Generation Series also use some of the following securities to manage
risk and volatility:

Call Option The right to buy a security, currency or stock index at a stated
price, or strike price, within a fixed period. A call option will be exercised
if the spot price rises above the strike price; if not, the option expires
worthless.

Convertible Stock Corporate securities, which may be either bonds or preferred
shares, that can be exchanged for shares at a fixed price.

Covered Put Option A written put option covered by segregated liquid assets
equal to the value of the exercise price of the put. Writing a put has similar
economic effect as writing a call. The writer receives a premium, but also
assumes the obligation during the option period to buy the underlying investment
from the buyer at the exercise price, even though the value of the investment
may fall below the exercise price.

Futures Contracts to buy securities, currencies or stock indexes in the future
at a price agreed to in advance. A futures contract obliges the buyer to
purchase the security and the seller to sell it, unlike an option where the
buyer can choose whether or not to exercise the option.

Preferred Stock Shares which pay a fixed dividend, in contrast to common stock
whose dividends depend on the profits of the company.

Put Option The right to sell a security, currency or stock index at a stated
price, or strike price, within a fixed period. A put option will be exercised if
the market price falls below the strike price; if not, the option expires
worthless.

Warrants A security, normally offered with bonds or preferred stock, that
entitles investors to buy shares at a prescribed price within a named or stated
period to perpetuity. The time period is usually longer than that of a call
option.

38 Aetna Generation Series Prospectus
<PAGE>

Appendix B--Description of Corporate Bond Ratings

Moody's Investors Service, Inc.

"Aaa" Rating Bonds rated Aaa are judged to be of the best quality and carry the
smallest degree of investment risk. Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

"Aa" Rating Bonds rated Aa are judged to be of high-quality by all standards.
Together with the Aaa group, they are generally known as high-grade bonds. They
are rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat greater than in Aaa securities.

"A" Rating Bonds rated A possess many favorable investment attributes and are
considered upper-medium-grade obligations. Factors relating to security of
principal and interest are considered adequate but elements may be present which
suggest possible impairment sometime in the future.

"Baa" Rating Bonds rated Baa are considered medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and have
speculative characteristics.

"Ba" Rating Bonds rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
other good and bad times over the future. Uncertainty of position characterizes
this class of bond.

The modifier 1 indicates that the bond ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its rating category.

39 Aetna Generation Series Prospectus
<PAGE>

Standard & Poor's Corporation

"AAA" Rating Bonds rated AAA have the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

"AA" Rating Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

"A" Rating Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

"BBB" Rating Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher-rated categories.

"BB" Rating Bonds rated BB have less near-term vulnerability to default than
other speculative issues. However, the bonds face major uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments.

"B" Rating Bonds rated B have a greater vulnerability to default but currently
have the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal.

The ratings from "AA" to "B" may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.

40 Aetna Generation Series Prospectus
<PAGE>

[AETNA LOGO] Aetna Series Fund, Inc.
151 Farmington Avenue
Hartford, CT 06156-8962

1-800-238-6263

Investment Adviser
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, TN41
Hartford, CT 06156-8962

Custodians
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258

Brown Brothers Harriman & Company
40 Water Street
Boston, MA 02109

Transfer Agent
Firstar Trust Company
P.O. Box 701
Milwaukee, WI 53201-0701

Independent Auditors
KPMG Peat Marwick LLP
CityPlace II
Hartford, CT 06103-4103

This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the securities of a Fund in any jurisdiction in which such sale,
offer to sell, or solicitation may not be lawfully made.

<PAGE>

AETNA SERIES FUND, INC.
Adviser Class Shares and Select Class Shares
151 Farmington Avenue
Hartford, Connecticut 06156-8962
Statement of Additional Information dated: March 1, 1997

This Statement of Additional Information (Statement) is not a prospectus and
should be read in conjunction with the current prospectus for Aetna Series
Fund, Inc., dated March 1, 1997. A free prospectus is available upon request
by writing to Aetna Series Fund, Inc. at the address listed above or by
calling 1-800-367-7732.

Read the prospectus before you invest.

TABLE OF CONTENTS

General Information and History 2
Additional Investment Restrictions and Policies 2
Investment Techniques 3
Directors and Officers 14
Control Persons and Principal Shareholders 17
The Investment Advisory Agreements 17
The Subadvisory Agreements 18
The Administrative Services Agreements 19
The License Agreement 20
Custodian 20
Independent Auditors 21
Principal Underwriter 21
Distribution Arrangements 21
Brokerage Allocation and Trading Policies 21
Description of Shares 23
Sale and Redemption of Shares 24
Net Asset Value 24
Tax Status 25
Performance Information 29
Financial Statements 32

<PAGE>

GENERAL INFORMATION AND HISTORY

Aetna Series Fund, Inc. (Fund) is an open-end management investment company
which consists of Series, each representing a diversified portfolio of
investments with different investment objectives, policies and restrictions.
Each Series is currently authorized to offer two classes of shares, the
Adviser Class and the Select Class. The following Series are described in
this Statement:

Aetna Money Market Fund (Money Market)
Aetna Government Fund (Government)
Aetna Bond Fund (Bond)
The Aetna Fund (Aetna Fund), a balanced fund
Aetna Growth and Income Fund (Growth and Income)
Aetna Growth Fund (Growth)
Aetna Small Company Fund (Small Company), (prior to September 1996, the Aetna
Small Company Growth Fund)
Aetna International Growth Fund (International Growth)
Aetna Ascent
Aetna Crossroads
Aetna Legacy

The investment objective and general investment policies of each Series are
described in the Prospectus.

ADDITIONAL INVESTMENT RESTRICTIONS AND POLICIES

The investment objectives and certain investment policies of each Series, are
matters of fundamental policy for purposes of the Investment Company Act of
1940 (1940 Act) and therefore cannot be changed without the approval of a
majority of the outstanding voting securities of that Series. This means the
lesser of: (i) 67% of the shares of a Series present at a shareholders'
meeting if the holders of more than 50% of the shares of that Series then
outstanding are present in person or by proxy; or (ii) more than 50% of the
outstanding voting securities of the Series.

As a matter of fundamental policy, a Series will not:

(1) hold more than 5% of the value of its total assets in the securities of
any one issuer or hold more than 10% of the outstanding voting securities
of any one issuer. This restriction applies only to 75% of the value of a
Series' total assets. Securities issued or guaranteed by the U.S.
Government, its agencies and instrumentalities are excluded from this
restriction;

(2) concentrate its investments in any one industry, except that a Series may
invest up to 25% of its total assets in securities issued by companies
principally engaged in any one industry. For purposes of this
restriction, finance companies will be classified as separate industries
according to the end user of their services, such as automobile finance,
computer finance and consumer finance. In addition, for purposes of this
restriction, for Legacy, Crossroads and Ascent, real estate stocks will
be classified as separate industries according to property type, such as
apartment, retail, office and industrial. This limitation will not,
however, apply to securities issued or guaranteed by the U.S. Government,
its agencies and instrumentalities. Additionally for Money Market,
investments in the following shall not be subject to the 25% limitation:
securities invested in, or repurchase agreements for, U.S. Government
securities, certificates of deposit, bankers' acceptances, or securities
of banks and bank holding companies;

(3) make loans, except that, to the extent appropriate under its investment
program, a Series may (a) purchase bonds, debentures or other debt
instruments, including short-term obligations; (b) enter into repurchase
transactions; and (c) lend portfolio securities provided that the value
of such loaned securities does not exceed one-third of the Series' total
assets;

(4) issue any senior security (as defined in the 1940 Act), except that (a) a
Series may enter into commitments to purchase securities in accordance
with that Series' investment program, including reverse repurchase
agreements, delayed delivery and when-issued securities, which may be
considered the issuance of senior securities; (b) a Series may engage in
transactions that may result in the issuance of a senior security to the
extent permitted under applicable regulations, interpretations of the
1940 Act or an exemptive order; (c) a Series (other than Money Market)
may engage in short sales of securities to the extent permitted in its
investment program and other restrictions; (d) the purchase or sale of
futures contracts and related options shall not be considered to involve
the issuance of senior securities; and (e) subject to fundamental
restrictions, a Series may borrow money as authorized by the 1940 Act;

(5) purchase real estate, interests in real estate or real estate limited
partnership interests except that: (a) to the extent appropriate under
its investment program, a Series may invest in securities secured by real
estate or interests therein or issued by companies, including real estate
investment trusts, which deal in real estate or interests therein; or (b)
a Series may acquire real estate as a result of ownership of securities
or other interests (this could occur for example if a Series holds a
security that is collateralized by an interest in real estate and the
security defaults);

2
<PAGE>

(6) invest in commodity contracts, except that a Series may, to the extent
appropriate under its investment program, purchase securities of
companies engaged in such activities; may (other than Money Market) enter
into transactions in financial and index futures contracts and related
options; may engage in transactions on a when-issued or forward
commitment basis; and may enter into forward currency contracts;

(7) borrow money, except that (a) a Series (other than Money Market) may
enter into certain futures contracts and options related thereto; (b) a
Series may enter into commitments to purchase securities in accordance
with that Series' investment program, including delayed delivery and
when-issued securities and reverse repurchase agreements; (c) for
temporary emergency purposes, a Series may borrow money in amounts not
exceeding 5% of the value of its total assets at the time the loan is
made; and (d) for purposes of leveraging, a Series (other than Money
Market) may borrow money from banks (including its custodian bank) only
if, immediately after such borrowing, the value of that Series' assets,
including the amount borrowed, less its liabilities, is equal to at least
300% of the amount borrowed, plus all outstanding borrowings. If, at any
time, the value of that Series' assets fails to meet the 300% asset
coverage requirement relative only to leveraging, that Series will,
within three days (not including Sundays and holidays), reduce its
borrowings to the extent necessary to meet the 300% test;

(8) act as an underwriter of securities except to the extent that, in
connection with the disposition of portfolio securities by a Series, that
Series may be deemed to be an underwriter under the provisions of the
Securities Act of 1933 (the "1933 Act").

The Fund's Board of Directors (Directors) has adopted certain other
investment restrictions which may be changed by the Directors and without
shareholder vote. Some of these restrictions are described in the prospectus.
In addition, under such restrictions, the Series will not:

(1) make short sales of securities, other than short sales "against the box,"
or purchase securities on margin except for short-term credits necessary
for clearance of portfolio transactions, provided that this restriction
will not be applied to limit the use of options, futures contracts and
related options, in the manner otherwise permitted by the investment
restrictions, policies and investment programs of each Series, as
described in this Statement and in the prospectus;

(2) except for International Growth, Aetna Ascent, Aetna Crossroads, and
Aetna Legacy invest more than 25% of its total assets in securities or
obligations of foreign issuers, including marketable securities of, or
guaranteed by, foreign governments (or any instrumentality or subdivision
thereof). A Series will invest in securities or obligations of foreign
banks only if such banks have a minimum of $5 billion in assets and a
primary capital ratio of at least 4.25%. Money Market may only purchase
foreign securities or obligations that are U.S. dollar denominated;

(3) invest in companies for the purpose of exercising control or management;

(4) purchase the securities of any other investment company, except as
permitted under the 1940 Act;

(5) purchase interests in oil, gas or other mineral exploration programs;
however, this limitation will not prohibit the acquisition of securities
of companies engaged in the production or transmission of oil, gas, or
other minerals;

(6) No Fund will invest more than 15% (10% Money Market) of its total assets
in illiquid securities. Illiquid securities are securities that are not
readily marketable or cannot be disposed of promptly within seven days
and in the usual course of business without taking a materially reduced
price. Such securities include, but are not limited to, time deposits and
repurchase agreements with maturities longer than seven days. Securities
that may be resold under Rule 144A or securities offered pursuant to
Section 4(2) of the Securities Act of 1933, as amended, shall not be
deemed illiquid solely by reason of being unregistered. The Investment
Adviser shall determine whether a particular security is deemed to be
liquid based on the trading markets for the specific security and other
factors;

(7) except for Legacy, Crossroads and Ascent invest more than 25% of the
total value of its assets in high risk, high-yield securities or "junk
bonds" (securities rated BB/Ba or lower by Standard & Poor's Corporation
or Moody's Investors Service, Inc., or, if unrated, considered by the
Adviser to be of comparable quality);

(8) invest in securities issued by any entity listed in the Wall Street
Journal's Quarterly "Corporate Performance Report" under theheading
"Consumer, Noncyclical-Tobacco," or are otherwise determined by the Adviser
to be primarily involved in the production or distribution of tobacco
products.

Where a Series' investment objective or policy restricts it to a specified
percentage of its total assets in any type of instrument, that percentage is
measured at the time of purchase. There will be no violation of any
investment policy or restriction if that restriction is complied with at the
time the relevant action is taken, notwithstanding a later change in the
market value of an investment, in net or total assets, in the securities
rating of the investment or any other change.

INVESTMENT TECHNIQUES

Options, Futures and Other Derivative Instruments

Each Series may use derivative instruments as described below and in the
prospectuses under "Description of the Fund," "Investment Techniques" and
"Risk Factors and Other Considerations." The following provides additional
information about these instruments.

3
<PAGE>

Futures Contracts--Each Series (other than Money Market) may enter into
futures contracts as described in the prospectus but subject to restrictions
described below under "Restrictions." A Series may enter into futures
contracts or options thereon, which are traded on national futures exchanges
and are standardized as to maturity date and underlying financial instrument.
The futures exchanges and trading in the United States are regulated under
the Commodity Exchange Act by the Commodities Futures Trading Commission (the
"CFTC").

A futures contract provides for the future sale by one party and purchase by
another party of a specified amount of a specific commodity, financial
instrument(s) or a specific stock market index for a specified price at a
designated date, time, and place. Brokerage fees are incurred when a futures
contract is bought or sold and at expiration, and margin deposits must be
maintained.

Although interest rate futures contracts typically require actual future
delivery of and payment for the underlying instruments or commodities, those
contracts are usually closed out before the delivery date. Stock index
futures contracts do not contemplate actual future delivery and will be
settled in cash at expiration or closed out prior to expiration. Closing out
an open futures contract sale or purchase is effected by entering into an
offsetting futures contract purchase or sale, respectively, for the same
aggregate amount of the identical type of underlying instrument and the same
delivery date. There can be no assurance, however, that a Series will be able
to enter into an offsetting transaction with respect to a particular contract
at a particular time. If a Series is not able to enter into an offsetting
transaction, it will continue to be required to maintain the margin deposits
on the contract.

The prices of futures contracts are volatile and are influenced, among other
things, by actual and anticipated changes in interest rates and equities
prices, which in turn are affected by fiscal and monetary policies and
national and international political and economic events.

When using futures contracts as a hedging technique, at best, the correlation
between changes in prices of futures contracts and of the securities being
hedged can be only approximate. The degree of imperfection of correlation
depends upon circumstances such as: variations in speculative market demand
for futures and for securities, including technical influences in futures
trading, and differences between the financial instruments being hedged and
the instruments underlying the standard futures contracts available for
trading. Even a well-conceived hedge may be unsuccessful to some degree
because of unexpected market behavior or stock market or interest rate
trends.

Most United States futures exchanges limit the amount of fluctuation
permitted in interest rate futures contract prices during a single trading
day, and, as noted, temporary regulations limiting price fluctuations for
stock index futures contracts are also now in effect. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type
of contract, no trades may be made on that day at a price beyond that limit.
The daily limit governs only price movement during a particular trading day
and therefore does not limit potential losses, because the limit may prevent
the liquidation of unfavorable positions. Futures contract prices have
occasionally moved to the daily limit for several consecutive trading days
with little or no trading, thereby preventing prompt liquidation of futures
positions and subjecting some persons engaging in futures transactions to
substantial losses.

Sales of futures contracts which are intended to hedge against a change in
the value of securities held by a Series may affect the holding period of
such securities and, consequently, the nature of the gain or loss on such
securities upon disposition.

"Margin" is the amount of funds that must be deposited by a Series with a
commodities broker in a custodian account in order to initiate futures
trading and to maintain open positions in a Series' futures contracts. A
margin deposit is intended to assure the Series' performance of the futures
contract. The margin required for a particular futures contract is set by the
exchange on which the contract is traded and may be significantly modified
from time to time by the exchange during the term of the contract.

If the price of an open futures contract changes (by increase in the case of
a sale or by decrease in the case of a purchase) so that the loss on the
futures contract reaches a point at which the margin on deposit does not
satisfy margin requirements, the broker will require an increase in the
margin. However, if the value of a position increases because of favorable
price changes in the futures contract so that the margin deposit exceeds the
required margin, the broker will promptly pay the excess to a Series. These
daily payments to and from a Series are called variation margin. At times of
extreme price volatility such as occurred during the week of October 19,
1987, intra-day variation margin payments may be required. In computing daily
net asset values, each Series will mark to market the current value of its
open futures contracts. Each Series expects to earn interest income on its
initial margin deposits. Furthermore, in the case of a futures contract
purchase, each Series has deposited in a segregated account money market
instruments sufficient to meet all futures contract initial margin
requirements.

Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage. As a result, small price movements in
futures contracts may result in immediate and potentially unlimited loss or
gain to a Series relative to the size of the margin commitment. For example,
if at the time of purchase 10% of the value of the futures contract is
deposited as margin, a subsequent 10% decrease in the value of the futures
contract would result in a total loss of the margin deposit before any
deduction for the transaction costs, if the contract were then closed out. A
15% decrease in the value of the futures contract would result in a loss
equal to 150% of the original margin deposit, if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in

4
<PAGE>

excess of the amount initially invested in the futures contract. However, a
Series would presumably have sustained comparable losses if, instead of the
futures contract, it had invested in the underlying financial instrument and
sold it after the decline.

A Series can enter into options on futures contracts. See "Call and Put
Options" below. The risk involved in writing options on futures contracts or
market indices is that there could be an increase in the market value of such
contracts or indices. If that occurred, the option would be exercised and the
Series involved would not benefit from any increase in value above the
exercise price. Usually, this risk can be eliminated by entering into an
offsetting transaction. However, the cost to do an offsetting transaction and
terminate the Series' obligation might be more or less than the premium
received when it originally wrote the option. Further, the Series might
occasionally not be able to close the option because of insufficient activity
in the options market.

Call and Put Options--Each Series (except Money Market) may write (sell)
covered call options and purchase put options and may purchase call and sell
put options including options on securities, indices and futures as discussed
in the prospectus and in this section subject to the restrictions described
below under "Restrictions." A call option gives the holder (buyer) the right
to buy and to obligate the writer (seller) to sell a security or financial
instrument at a stated price (strike price) at any time until a designated
future date when the option expires (expiration date). A put option gives the
holder (buyer) the right to sell and to obligate the writer (seller) to
purchase a security or financial instrument at a stated price at any time
until the expiration date. A Series (except Money Market) may write or
purchase put or call options listed on national securities exchanges in
standard contracts or may write or purchase put or call options with or
directly from investment dealers meeting the creditworthiness criteria of the
Investment Adviser or Subadviser (collectively the "Adviser").

A Series (other than Legacy, Crossroads, Ascent and Money Market) may
purchase and sell futures contracts and related options under the following
conditions: (a) the then-current aggregate futures market prices of financial
instruments required to be delivered and purchased under open futures
contracts shall not exceed 30% of a Series' total assets, at market value (b)
no more than 5% of the assets, at market value at the time of entering into a
contract, shall be committed to margin deposits in relation to futures
contracts. No Series other than Legacy, Crossroads and Ascent may have call
options outstanding at any one time on more than 30% of its total assets nor
will it buy put options if more than 3% of its assets immediately following
such purchase would consist of put options. Each Series except Legacy,
Crossroads, Ascent and Money Market may purchase call and sell put options
only to close out positions it previously opened. Each will only write a call
option on a security it already owns and will not write call options on
when-issued securities. Securities it "already owns" include any stock which
it has the right to acquire without any additional payment, at its discretion
for as long as the put or call remains outstanding. As evidence of this
hedging intent, each Series expects that at least 75% of futures contract
purchases will be "completed"; that is, upon the sale of these long
contracts, equivalent amounts of related securities will have been or are
then being purchased by that Series in the cash market. Money Market may not
enter into futures contracts and related options. Legacy, Crossroads and
Ascent are limited as described in their prospectus.

So long as the obligation of the writer of a call option continues, the
writer may be assigned an exercise notice by the broker-dealer through which
such option was settled, requiring the writer to deliver the underlying
security against payment of the exercise price. This obligation terminates
upon the expiration of the call option, by the exercise of the call option,
or by entering into an offsetting transaction. To secure the writer's
obligation to deliver the underlying security, a writer of a call option is
required to deposit in escrow the underlying security or other assets in
accordance with the rules of the clearing corporations and of the exchanges.
A Series (except Money Market) will only write a call option on a security
which it already owns and will not write call options on when-issued
securities.

When writing a call option, in return for the premium, the writer gives up
the opportunity to profit from the price increase in the underlying security
above the exercise price, but conversely retains the risk of loss should the
price of the security decline. If a call option expires unexercised, the
writer will realize a gain in the amount of the premium; however, such gain
may be offset by a decline in the market value of the underlying security
during the option period. If the call option is exercised, the writer would
realize a gain or loss from the transaction depending on what it received
from the call and what it paid for the underlying security.

In the case of a put option, as long as the obligation of the put writer
continues, it may be assigned an exercise notice by the broker-dealer through
which such option was sold, requiring the writer to take delivery of the
underlying security against payment of the exercise price. A writer has no
control over when it may be required to purchase the underlying security,
since it may be assigned an exercise notice at any time prior to the
expiration date. This obligation terminates earlier if the writer effects a
closing purchase transaction by purchasing a put of the same series as that
previously sold.

To secure its obligation to pay for the underlying security, the writer of a
put generally must deposit in escrow liquid assets with a value equal to or
greater than the exercise price of the put option. The writer therefore
foregoes the opportunity of investing the segregated assets or writing calls
against those assets. A Series (except Money Market) may write put options on
debt securities or futures, only if such puts are covered by segregated
liquid assets.

In writing puts, there is the risk that a writer may be required to buy the
underlying security at a disadvantageous price. Writing a put covered by
segregated liquid assets equal to the exercise of the put has the same
economic effect as writing a covered call option. The premium the writer
receives from writing a put option represents a profit, as long as the price
of the underlying instrument remains

5
<PAGE>

above the exercise price; however, if the put is exercised, the writer is
obligated during the option period to buy the underlying instrument from the
buyer of the put at the exercise price, even though the value of the
investment may have fallen below the exercise price. If the put lapses
unexercised, the writer realizes a gain in the amount of the premium. If the
put is exercised, the writer may incur a loss, equal to the difference
between the exercise price and the current market value of the underlying
instrument.

A Series (except Money Market) may purchase put options when the Adviser
believes that a temporary defensive position is desirable in light of market
conditions, but does not desire to sell a portfolio security. The purchase of
put options may be used to protect a Series' holdings in an underlying
security against a substantial decline in market value. Such protection is,
of course, only provided during the life of the put option when a Series, as
the holder of the put option, is able to sell the underlying security at the
put exercise price regardless of any decline in the underlying security's
market price. By using put options in this manner, a Series will reduce any
profit it might otherwise have realized in its underlying security by the
premium paid for the put option and by transaction costs. The security
covering the call or put option will be maintained in a segregated account of
a Series' custodian.

The premium received from writing a call or put option, or paid for
purchasing a call or put option will reflect, among other things, the current
market price of the underlying security, the relationship of the exercise
price to such market price, the historical price volatility of the underlying
security, the length of the option period, and the general interest rate
environment. The premium received by a Series for writing call options will
be recorded as a liability in the statement of assets and liabilities of that
Series. This liability will be adjusted daily to the option's current market
value. The liability will be extinguished upon expiration of the option, by
the exercise of the option, or by entering into an offsetting transaction.
Similarly, the premium paid by a Series when purchasing a put option will be
recorded as an asset in the statement of assets and liabilities of that
Series. This asset will be adjusted daily to the option's current market
value. The asset will be extinguished upon expiration of the option, by
selling an identical option in a closing transaction, or by exercising the
option.

Closing transactions will be effected in order to realize a profit on an
outstanding call or put option, to prevent an underlying security from being
called or put, or to permit the exchange or tender of the underlying
security. Furthermore, effecting a closing transaction will permit a Series
to write another call option, or purchase another put option, on the
underlying security with either a different exercise price or expiration date
or both. If a Series desires to sell a particular security from its portfolio
on which it has written a call option, or purchased a put option, it will
seek to effect a closing transaction prior to, or concurrently with, the sale
of the security. There is, of course, no assurance that a Series will be able
to effect a closing transaction at a favorable price. If a Series cannot
enter into such a transaction, it may be required to hold a security that it
might otherwise have sold, in which case it would continue to be at market
risk on the security. A Series will pay brokerage commissions in connection
with the sale or purchase of options to close out previously established
option positions. Such brokerage commissions are normally higher as a
percentage of underlying asset values than those applicable to purchases and
sales of portfolio securities.

The exercise price of an option may be below, equal to, or above the current
market value of the underlying security at the time the option is written.
From time to time, a Series (except Money Market) may purchase an underlying
security for delivery in accordance with an exercise notice of a call option
assignment, rather than delivering such security from its portfolio. In such
cases additional brokerage commissions will be incurred.

A Series will realize a profit or loss from a closing purchase transaction if
the cost of the transaction is less or more than the premium received from
the writing of the call option; however, any loss so incurred in a closing
purchase transaction may be partially or entirely offset by the premium
received from a simultaneous or subsequent sale of a different option. Also,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from the repurchase of a call option is likely to be offset in whole or in
part by appreciation of the underlying security owned by a Series. Any
profits from writing covered call options are considered short-term gain for
federal income tax purposes and, when distributed by a Series, are taxable as
ordinary income.

Foreign Futures Contracts and Foreign Options--The Series (except Money
Market) may engage in transactions in foreign futures contracts and foreign
options. Participation in foreign futures contracts and foreign options
transactions involves the execution and clearing of trades on or subject to
the rules of a foreign board of trade. Neither the CFTC, the National Futures
Association (the "NFA") nor any domestic exchange regulates activities of any
foreign boards of trade including the execution, delivery and clearing of
transactions, or has the power to compel enforcement of the rules of a
foreign board of trade or any applicable foreign laws. Generally, the foreign
transaction will be governed by applicable foreign law. This is true even if
the exchange is formally linked to a domestic market so that a position taken
on the market may be liquidated by a transaction on another market. Moreover,
such laws or regulations will vary depending on the foreign country in which
the foreign futures contracts or foreign options transaction occurs.
Investors which trade foreign futures contracts or foreign options contracts
may not be afforded certain of the protective measures provided by domestic
exchanges, including the right to use reparations proceedings before the CFTC
and arbitration proceedings provided by the NFA. In particular, funds
received from customers for foreign futures contracts or foreign options
transactions may not be provided the same protections as funds received for
transactions on United States futures exchanges. The price of any foreign
futures contracts or foreign options contract and, therefore, the potential
profit and loss thereon, may be affected by any variance in the foreign
exchange rate between the time an order is placed and the time it is
liquidated, offset or exercised.

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<PAGE>

Options on Foreign Currencies--Each Series (except Money Market) may write
and purchase calls on foreign currencies. A Series (except Money Market) may
purchase and write puts and calls on foreign currencies that are traded on a
securities or commodities exchange or quoted by major recognized dealers in
such options for the purpose of protecting against declines in the dollar
value of foreign securities and against increases in the dollar cost of
foreign securities to be acquired. If a rise is anticipated in the dollar
value of a foreign currency in which securities to be acquired are
denominated, the increased cost of such securities may be partially offset by
purchasing calls or writing puts on that foreign currency. If a decline in
the dollar value of a foreign currency is anticipated, the decline in value
of portfolio securities denominated in that currency may be partially offset
by writing calls or purchasing puts on that foreign currency. In the event of
rate fluctuations adverse to a Series' position, it would lose the premium it
paid and transactions costs. A call written on a foreign currency by a Series
is covered if the Series owns the underlying foreign currency covered by the
call or has an absolute and immediate right to acquire that foreign currency
without additional cash consideration (or for additional cash consideration
held in a segregated account by its custodian) upon conversion or exchange of
other foreign currency held in its portfolio. A call may be written by a
Series (except Money Market) on a foreign currency to provide a hedge against
a decline due to an expected adverse change in the exchange rate in the U.S.
dollar value of a security which the Series owns or has the right to acquire
and which is denominated in the currency underlying the option. This is a
"cross-hedging" strategy. In such circumstances, the Series collateralizes
the position by maintaining in a segregated account with the Series'
custodian cash or U.S. Government securities in an amount not less than the
value of the underlying foreign currency in U.S. dollars marked-to-market
daily.

Forward Exchange Contracts--Each Series (except Money Market) may enter into
forward contracts for foreign currency (forward exchange contracts), which
obligate the seller to deliver and the purchaser to take a specific amount of
a specified foreign currency at a future date at a price set at the time of
the contract. These contracts are generally traded in the interbank market
conducted directly between currency traders and their customers. A Series
(except Money Market) may enter into a forward exchange contract in order to
"lock in" the U.S. dollar price of a security denominated in a foreign
currency which it has purchased or sold but which has not yet settled (a
"transaction hedge"); or to lock in the value of an existing portfolio
security (a "position hedge"); or to protect against a possible loss
resulting from an adverse change in the relationship between the U.S. dollar
and a foreign currency. There is a risk that use of forward exchange
contracts may reduce the gain that would otherwise result from a change in
the relationship between the U.S. dollar and a foreign currency. Forward
exchange contracts include standardized foreign currency futures contracts
which are traded on exchanges and are subject to procedures and regulations
applicable to futures. Each Series (except Money Market) may also enter into
a forward exchange contract to sell a foreign currency which differs from the
currency in which the underlying security is denominated. This is done in the
expectation that there is a greater correlation between the foreign currency
of the forward exchange contract and the foreign currency of the underlying
investment than between the U.S. dollar and the foreign currency of the
underlying investment. This technique is referred to as "cross hedging." The
success of cross hedging is dependent on many factors, including the ability
of the Adviser to correctly identify and monitor the correlation between
foreign currencies and the U.S. dollar. To the extent that the correlation is
not identical, a Series may experience losses or gains on both the underlying
security and the cross currency hedge.

Each Series (except Money Market) may use forward exchange contracts to
protect against uncertainty in the level of future exchange rates. The use of
forward exchange contracts does not eliminate fluctuations in the prices of
the underlying securities the Series owns or intends to acquire, but it does
fix a rate of exchange in advance. In addition, although forward exchange
contracts limit the risk of loss due to a decline in the value of the hedged
currencies, at the same time they limit any potential gain that might result
should the value of the currencies increase.

There is no limitation as to the percentage of a Series' assets that may be
committed to forward exchange contracts. The Series will not enter into a
"cross hedge," unless it is denominated in a currency or currencies that the
Adviser believes will have price movements that tend to correlate closely
with the currency in which the investment being hedged is denominated.

The Fund's custodian will segregate securities of a Series or other liquid
high-quality debt securities in a separate account of each Series having a
value equal to the aggregate amount of that Series' commitments under forward
contracts entered into with respect to position hedges and cross hedges. If
the value of the securities segregated declines, additional cash or
securities will be placed in the account on a daily basis so that the value
of the account will equal the amount of the Series' commitments with respect
to such contracts. As an alternative to maintaining all or part of the
separate account, a Series (except Money Market) may purchase a call option
permitting the Series to purchase the amount of foreign currency being hedged
by a forward sale contract at a price no higher than the forward contract
price, or a Series (except Money Market) may purchase a put option permitting
the Series to sell the amount of foreign currency subject to a forward
purchase contract at a price as high or higher than the forward contract
price. Unanticipated changes in currency prices may result in poorer overall
performance for a Series than if it had not entered into such contracts.

The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value
of such securities in foreign currencies will change as a consequence of
market movements in the value of these securities between the date the
forward contract is entered into and the date it is sold. Accordingly, it may
be necessary for a Series to purchase additional foreign currency on the spot
(i.e., cash) market (and bear the expense of such purchase), if the market
value of the security is less than the amount of foreign currency the Series
is obligated to deliver and if a decision is made to sell the security and
make delivery of the foreign currency. Conversely, it may be necessary to
sell on the spot market some of the foreign currency

7
<PAGE>

received upon the sale of the portfolio security if its market value exceeds
the amount of foreign currency the Series is obligated to deliver. The
projection of short-term currency market movements is extremely difficult,
and the successful execution of a short-term hedging strategy is highly
uncertain. Forward contracts involve the risk that anticipated currency
movements will not be accurately predicted, causing the Series to sustain
losses on these contracts and transactions costs.

At or before the maturity of a forward exchange contract requiring a Series
to sell a currency, the Series may either sell a portfolio security and use
the sale proceeds to make delivery of the currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing a
second contract pursuant to which the Series will obtain, on the same
maturity date, the same amount of the currency that it is obligated to
deliver. Similarly, a Series may close out a forward contract requiring it to
purchase a specified currency by entering into a second contract entitling it
to sell the same amount of the same currency on the maturity date of the
first contract. The Series would realize a gain or loss as a result of
entering into such an offsetting forward contract under either circumstance
to the extent the exchange rate(s) between the currencies involved moved
between the execution dates of the first contract and the offsetting
contract.

The cost to a Series of engaging in forward exchange contracts varies with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing. Because forward contracts are
usually entered into on a principal basis, no fees or commissions are
involved. Because such contracts are not traded on an exchange, a Series must
evaluate the credit and performance risk of each particular counterparty
under a forward contract.

Although the Series value their assets daily in terms of U.S. dollars, they
do not intend to convert their holdings of foreign currencies into U.S.
dollars on a daily basis. The Series may convert foreign currency from time
to time. Foreign exchange dealers do not charge a fee for conversion, but
they do seek to realize a profit based on the difference between the prices
at which they buy and sell various currencies. Thus, a dealer may offer to
sell a foreign currency to the Series at one rate, while offering a lesser
rate of exchange should the Series desire to resell that currency to the
dealer.

Restrictions on the Use of Futures and Option Contracts--CFTC regulations
require that to prevent it from being a commodity pool the Series enter into
all short futures for the purpose of hedging the value of securities held,
and that all long futures positions either constitute bona fide hedging
transactions, as defined in such regulations, or have a total value not in
excess of an amount determined by reference to certain cash and securities
positions maintained, and accrued profits on such positions. With respect to
futures contracts or related options that are entered into for purposes that
may be considered speculative, the aggregate initial margin for future
contracts and premiums for options will not exceed 5% of a Series' net
assets, after taking into account realized profits and unrealized losses on
such futures contracts.

A Series' ability to engage in the hedging transactions described herein may
be limited by the current federal income tax requirement that a Series derive
less than 30% of its gross income from the sale or other disposition of stock
or securities held for less than three months.

Interest Rate Swap Transactions--Swap agreements entail both interest rate
risk and credit risk. There is a risk that, based on movements of interest
rates in the future, the payments made by a Series under a swap agreement
will have been greater than those received by it. Credit risk arises from the
possibility that the counterparty will default. If the counterparty to an
interest rate swap defaults, a Series' loss will consist of the net amount of
contractual interest payments that a Series has not yet received. The Adviser
will monitor the creditworthiness of counterparties to a Series' interest
rate swap transactions on an ongoing basis. A Series will enter into swap
transactions with appropriate counterparties pursuant to master netting
agreements. A master netting agreement provides that all swaps done between a
Series and that counterparty under that master agreement shall be regarded as
parts of an integral agreement. If on any date amounts are payable in the
same currency in respect of one or more swap transactions, the net amount
payable on that date in that currency shall be paid. In addition, the master
netting agreement may provide that if one party defaults generally or on one
swap, the counterparty may terminate the swaps with that party. Under such
agreements, if there is a default resulting in a loss to one party, the
measure of that party's damages is calculated by reference to the average
cost of a replacement swap with respect to each swap (i.e., the
mark-to-market value at the time of the termination of each swap). The gains
and losses on all swaps are then netted, and the result is the counterparty's
gain or loss on termination. The termination of all swaps and the netting of
gains and losses on termination is generally referred to as "aggregation."

Additional Risk Factors in Using Derivatives--In addition to any risk factors
which may be described elsewhere in this section, or in the prospectuses, the
following sets forth certain information regarding the potential risks
associated with a Series' transactions in derivatives.

Risk of Imperfect Correlation--A Series' ability to hedge effectively all or
a portion of its portfolio through transactions in futures, options on
futures or options on securities and indexes depends on the degree to which
movements in the value of the securities or index underlying such hedging
instrument correlate with movements in the value of the assets being hedged.
If the values of the assets being hedged do not move in the same amount or
direction as the underlying security or index, the hedging strategy for a
Series might not be successful and the Series could sustain losses on its
hedging transactions which would not be offset by gains on its portfolio. It
is also possible that there

8
<PAGE>

may be a negative correlation between the security or index underlying a
futures or option contract and the portfolio securities being hedged, which
could result in losses both on the hedging transaction and the portfolio
securities. In such instances, the Series' overall return could be less than
if the hedging transactions had not been undertaken. Stock index futures or
options based on a narrower index of securities may present greater risk than
options or futures based on a broad market index, as a narrower index is more
susceptible to rapid and extreme fluctuations resulting from changes in the
value of a small number of securities. The Series would, however, effect
transactions in such futures or options only for hedging purposes (or to
close out open positions).

The trading of futures and options on indices involves the additional risk of
imperfect correlation between movements in the futures or option price and
the value of the underlying index. The anticipated spread between the prices
may be distorted due to differences in the nature of the markets, such as
differences in margin requirements, the liquidity of such markets and the
participation of speculators in the futures and options market. The purchase
of an option on a futures contract also involves the risk that changes in the
value of the underlying futures contract will not be fully reflected in the
value of the option purchased. The risk of imperfect correlation, however,
generally tends to diminish as the maturity date of the futures contract or
termination date of the option approaches. The risk incurred in purchasing an
option on a futures contract is limited to the amount of the premium plus
related transaction costs, although it may be necessary under certain
circumstances to exercise the option and enter into the underlying futures
contract in order to realize a profit. Under certain extreme market
conditions, it is possible that a Series will not be able to establish
hedging positions, or that any hedging strategy adopted will be insufficient
to completely protect the Series.

The Series will purchase or sell futures contracts or options for hedging
purposes only if, in the Adviser's judgment, there is expected to be a
sufficient degree of correlation between movements in the value of such
instruments and changes in the value of the relevant portion of the assets
being hedged for the hedge to be effective. There can be no assurance that
the Adviser's judgment will be accurate.

Potential Lack of a Liquid Secondary Market--The ordinary spreads between
prices in the cash and futures markets, due to differences in the natures of
those markets, are subject to distortions. First, all participants in the
futures market are subject to initial deposit and variation margin
requirements. This could require a Series to post additional cash or cash
equivalents as the value of the position fluctuates. Rather than meeting
additional variation margin requirements, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the cash and futures markets. Second, the liquidity of
the futures or options market may be lacking. Prior to exercise or
expiration, a futures or option position may be terminated only by entering
into a closing purchase or sale transaction, which requires a secondary
market on the exchange on which the position was originally established.
While a Series will establish a futures or option position only if there
appears to be a liquid secondary market therefor, there can be no assurance
that such a market will exist for any particular futures or option contract
at any specific time. In such event, it may not be possible to close out a
position held by the Series, which could require the Series to purchase or
sell the instrument underlying the position, make or receive a cash
settlement, or meet ongoing variation margin requirements. The inability to
close out futures or option positions also could have an adverse impact on
the Series' ability effectively to hedge its portfolio, or the relevant
portion thereof.

The liquidity of a secondary market in a futures contract or an option on a
futures contract may be adversely affected by "daily price fluctuation
limits" established by the exchanges, which limit the amount of fluctuation
in the price of a contract during a single trading day and prohibit trading
beyond such limits once they have been reached. The trading of futures and
options contracts also is subject to the risk of trading halts, suspensions,
exchange or clearing house equipment failures, government intervention,
insolvency of the brokerage firm or clearing house or other disruptions of
normal trading activity, which could at times make it difficult or impossible
to liquidate existing positions or to recover excess variation margin
payments.

Risk of Predicting Interest Rate Movements--Investments in futures contracts
on fixed income securities and related indices involve the risk that if the
Adviser's judgment concerning the general direction of interest rates is
incorrect, a Series' overall performance may be poorer than if it had not
entered into any such contract. For example, if a Series has been hedged
against the possibility of an increase in interest rates which would
adversely affect the price of bonds held in its portfolio and interest rates
decrease instead, the Series will lose part or all of the benefit of the
increased value of its bonds which have been hedged because it will have
offsetting losses in its futures positions. In addition, in such situations,
if the Series has insufficient cash, it may have to sell bonds from its
portfolio to meet daily variation margin requirements, possibly at a time
when it may be disadvantageous to do so. Such sale of bonds may be, but will
not necessarily be, at increased prices which reflect the rising market.

Trading and Position Limits--Each contract market on which futures and option
contracts are traded has established a number of limitations governing the
maximum number of positions which may be held by a trader, whether acting
alone or in concert with others. The Fund does not believe that these trading
and position limits will have an adverse impact on the hedging strategies
regarding the Series.

Repurchase Agreements

Each Series may enter into repurchase agreements with domestic banks and
broker-dealers meeting certain size and creditworthiness standards
established by the Fund's Board of Directors. Under a repurchase agreement, a
Series may acquire a debt instrument for a relatively short period (usually
not more than one week) subject to an obligation of the seller to repurchase
and the Series to resell

9
<PAGE>

the instrument at a fixed price and time, thereby determining the yield
during the Series' holding period. This results in a fixed rate of return
insulated from market fluctuations during such period. Such underlying debt
instruments serving as collateral will meet the quality standards of a
Series. The market value of the underlying debt instruments will, at all
times, be equal to the dollar amount invested. Repurchase agreements,
although fully collateralized, involve the risk that the seller of the
securities may fail to repurchase them from a Series. In that event, a Series
may incur (a) disposition costs in connection with liquidating the
collateral, or (b) a loss if the collateral declines in value. Also, if the
default on the part of the seller is due to insolvency and the seller
initiates bankruptcy proceedings, a Series' ability to liquidate the
collateral may be delayed or limited. Under the 1940 Act, repurchase
agreements are considered loans by a Series. Repurchase agreements maturing
in more than seven days will not exceed 10 percent of the total assets of a
Series.

Variable Rate Demand Instruments

Variable rate demand instruments (including floating rate instruments) held
by a Series may have maturities of more than one year, provided: (i) the
Series is entitled to the payment of principal at any time, or during
specified intervals not exceeding one year, upon giving the prescribed notice
(which may not exceed 30 days), and (ii) the rate of interest on such
instruments is adjusted at periodic intervals not to exceed one year. In
determining whether a variable rate demand instrument has a remaining
maturity of one year or less, each instrument will be deemed to have a
maturity equal to the longer of the period remaining until its next interest
rate adjustment or the period remaining until the principal amount can be
recovered through demand. A Series will be able (at any time or during
specified periods not exceeding one year, depending upon the note involved)
to demand payment of the principal of a note. If an issuer of a variable rate
demand note defaulted on its payment obligation, a Series might be unable to
dispose of the note and a loss would be incurred to the extent of the
default. A Series may invest in variable rate demand notes only when the
investment is deemed to involve minimal credit risk. The continuing
creditworthiness of issuers of variable rate demand notes held by a Series
will also be monitored to determine whether such notes should continue to be
held. Variable and floating rate instruments with demand periods in excess of
seven days and which cannot be disposed of promptly within seven business
days and in the usual course of business without taking a reduced price will
be treated as illiquid securities that are subject to the limitations on
illiquid securities set forth in this Statement.

Securities Lending

The Series can lend portfolio securities subject to the following conditions:
(a) the borrower will provide at least 100% collateral throughout the life of
the loan; (b) loans will be made subject to the rules of the New York Stock
Exchange (NYSE); (c) the loan collateral will be either cash or direct
obligations of the U.S. government or agencies thereof; (d) cash collateral
will be invested only in highly liquid short-term investments; (e) during the
existence of a loan, a Series will continue to receive any distributions paid
on the borrowed securities or amounts equivalent thereto; and (f) no more
than one-third of the net assets of a Series will be on loan at any one time.
A loan may be terminated at any time by the borrower or lender upon proper
notice.

In the Adviser's opinion, lending portfolio securities to qualified
broker-dealers affords a Series a means of increasing the yield on its
portfolio. A Series will be entitled either to receive a fee from the
borrower or to retain some or all of the income derived from its investment
of cash collateral. A Series will continue to receive the interest or
dividends paid on any securities loaned, or amounts equivalent thereto.
Although voting rights will pass to the borrower of the securities, whenever
a material event affecting the borrowed securities is to be voted on, the
Adviser or subadviser will regain or direct the vote with respect to loaned
securities.

The primary risk a Series assumes in loaning securities is that the borrower
may become insolvent on a day on which the loaned security is rapidly
increasing in price. In such event, if the borrower fails to return the
loaned securities, the existing collateral might be insufficient to purchase
back the full amount of the security loaned, and the borrower would be unable
to furnish additional collateral. The borrower would be liable for any
shortage, but a Series would be an unsecured creditor as to such shortage and
might not be able to recover all or any of it.

Foreign Securities

Investments in foreign securities, including futures and options contracts,
offer potential benefits not available solely through investment in
securities of domestic issuers. Foreign securities offer the opportunity to
invest in foreign issuers that appear to offer growth potential, or in
foreign countries with economic policies or business cycles different from
those of the United States, or to reduce fluctuations in portfolio value by
taking advantage of foreign stock markets that may not move in a manner
parallel to U.S. markets. Investments in securities of foreign issuers
involve certain risks not ordinarily associated with investments in
securities of domestic issuers. Such risks include fluctuations in exchange
rates, adverse foreign political and economic developments, and the possible
imposition of exchange controls or other foreign governmental laws or
restrictions. Since the Series may invest in securities denominated or quoted
in currencies other than the U.S. dollar, changes in foreign currency
exchange rates will affect the value of securities in the portfolio and the
unrealized appreciation or depreciation of investments so far as U.S.
investors are concerned. In addition, with respect to certain countries,
there is the possibility of expropriation of assets, confiscatory taxation,
political or social instability, or diplomatic developments that could
adversely affect investments in those countries.

There may be less publicly available information about a foreign issuer than
about a U.S. company, and foreign issuers may not be subject to accounting,
auditing, and financial reporting standards and requirements comparable to or
as uniform as those of U.S. issuers.

10
<PAGE>

Foreign securities markets, while growing in volume, have, for the most part,
substantially less volume than U.S. markets. Securities of many foreign
issuers are less liquid and their prices more volatile than securities of
comparable U.S. issuers. Transactional costs in non-U.S. securities markets
are generally higher than in U.S. securities markets. There is generally less
government supervision and regulation of exchanges, brokers, and issuers than
there is in the United States. The Fund might have greater difficulty taking
appropriate legal action with respect to foreign investments in non-U.S.
courts than with respect to domestic issuers in U.S. courts. In addition,
transactions in foreign securities may involve greater time from the trade
date until settlement than domestic securities transactions and involve the
risk of possible losses through the holding of securities by custodians and
securities depositories in foreign countries.

Currently, direct investment in equity securities in China and Taiwan is
restricted, and investments may be made only through a limited number of
approved vehicles. At present this includes investment in listed and unlisted
investment companies, subject to limitations under the 1940 Act. Investment
in these closed-end funds may involve the payment of additional premiums to
acquire shares in the open-market and the yield of these securities will be
reduced by the operating expenses of such companies. In addition, an investor
should recognize that he will bear not only his proportionate share of the
expenses of the Series, but also indirectly bear similar expenses of the
underlying closed-end fund. Also, as a result of a Series' policy of
investing in closed-end mutual funds, investors in the Series may receive
taxable capital gains distributions to a greater extent than if he or she had
invested directly in the underlying closed-end fund.

Dividend and interest income from foreign securities may generally be subject
to withholding taxes by the country in which the issuer is located and may
not be recoverable by a Series or its investors.

Depositary receipts are typically dollar denominated, although their market
price is subject to fluctuations of the foreign currency in which the
underlying securities are denominated. Depositary receipts include: (a)
American Depositary Receipts (ADRs), which are typically designed for U.S.
investors and held either in physical form or in book entry form; (b)
European Depositary Receipts (EDRs), which are similar to ADRs but may be
listed and traded on a European exchange as well as in the United States.
Typically, these securities are traded on the Luxembourg exchange in Europe;
and (c) Global Depositary Receipts (GDRs), which are similar to EDRs although
they may be held through foreign clearing agents such as Euroclear and other
foreign depositories. Depositary receipts denominated in U.S. dollars will
not be considered foreign securities for purposes of the investment
limitation concerning investment in foreign securities.

Mortgage-Related Debt Securities

Federal mortgage-related securities include obligations issued or guaranteed
by the Government National Mortgage Association (GNMA), the Federal National
Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation
(FHLMC). GNMA is a wholly owned corporate instrumentality of the United
States, the securities and guarantees of which are backed by the full faith
and credit of the United States. FNMA, a federally chartered and privately
owned corporation, and FHLMC, a federal corporation, are instrumentalities of
the United States with Presidentially-appointed board members. The
obligations of FNMA and FHLMC are not explicitly guaranteed by the full faith
and credit of the federal government.

Pass-through mortgage-related securities are characterized by monthly
payments to the holder, reflecting the monthly payments made by the borrowers
who received the underlying mortgage loans. The payments to the security
holders, like the payments on the underlying loans, represent both principal
and interest. Although the underlying mortgage loans are for specified
periods of time, often twenty or thirty years, the borrowers can, and
typically do, repay such loans sooner. Thus, the security holders frequently
receive repayments of principal, in addition to the principal which is part
of the regular monthly payment. A borrower is more likely to repay a mortgage
which bears a relatively high rate of interest. This means that in times of
declining interest rates, some higher yielding securities held by a Series
might be converted to cash, and the Series could be expected to reinvest such
cash at the then prevailing lower rates. The increased likelihood of
prepayment when interest rates decline also limits market price appreciation
of mortgage-related securities. If a Series buys mortgage-related securities
at a premium, mortgage foreclosures or mortgage prepayments may result in
losses of up to the amount of the premium paid since only timely payment of
principal and interest is guaranteed.

As noted in the Prospectuses, the Series may also invest in collateralized
mortgage obligations (CMOs) and real estate mortgage investment conduits
(REMICs). CMOs and REMICs are securities which are collateralized by mortgage
pass-through securities. Cash flows from underlying mortgages are allocated
to various classes or tranches in a predetermined, specified order. Each
sequential tranche has a "stated maturity"--the latest date by which the
tranche can be completely repaid, assuming no repayments--and has an "average
life"--the average time to receipt of a principal payment weighted by the
size of the principal payment. The average life is typically used as a proxy
for maturity because the debt is amortized, rather than being paid off
entirely at maturity, as would be the case in a straight debt instrument.

CMOs and REMICs are typically structured as "pass-through" securities. In
these arrangements, the underlying mortgages are held by the issuer, which
then issues debt collateralized by the underlying mortgage assets. The
security holder thus owns an obligation of the issuer and payment of interest
and principal on such obligations is made from payments generated by the
underlying mortgage assets. The underlying mortgages may be guaranteed as to
payment of principal and interest by an agency or instrumentality of the U.S.
Government such as GNMA or otherwise backed by FNMA or FHLMC. Alternatively,
such securities may be backed by mortgage

11
<PAGE>

insurance, letters of credit or other credit enhancing features. Both CMOs
and REMICs are issued by private entities. They are not directly guaranteed
by any government agency and are secured by the collateral held by the
issuer.

Asset-Backed Securities

Asset-backed securities are collateralized by short-term loans such as
automobile loans, home equity loans, or credit card receivables. The payments
from the collateral are generally passed through to the security holder. As
noted above with respect to CMOs and REMICs, the average life for these
securities is the conventional proxy for maturity. Asset-backed securities
may pay all interest and principal to the holder, or they may pay a fixed
rate of interest, with any excess over that required to pay interest going
either into a reserve account or to a subordinate class of securities, which
may be retained by the originator. The originator may guarantee interest and
principal payments. These guarantees often do not extend to the whole amount
of principal, but rather to an amount equal to a multiple of the historical
loss experience of similar portfolios.

Other asset-backed securities are similar to CMOs and REMICs in structure and
operations. Two varieties of asset-backed securities are CARs and CARDs. CARs
are securities, representing either ownership interests in fixed pools of
automobile receivables, or debt instruments supported by the cash flows from
such a pool. CARDs are participations in fixed pools of credit accounts.
These securities have varying terms and degrees of liquidity.

CMOs, REMICs and other asset-backed securities are subject to the type of
prepayment risk discussed above due to the possibility that prepayments on
the underlying assets will alter the cash flow. The collateral behind
asset-backed securities tends to have prepayment rates that do not vary with
interest rates; the short-term nature of the loans may also tend to reduce
the impact of any change in prepayment level. Faster prepayments will shorten
the average life and slower prepayments will lengthen it. Asset-backed
securities may be pass-through, representing actual equity ownership of the
underlying assets, or pay-through, representing debt instruments supported by
cash flows from the underlying assets.

The coupon rate of interest on mortgage-related and asset-backed securities
is lower than the interest rates paid on the mortgages included in the
underlying pool, by the amount of the fees paid to the mortgage pooler,
issuer, and/or guarantor. Actual yield may vary from the coupon rate,
however, if such securities are purchased at a premium or discount, traded in
the secondary market at a premium or discount, or to the extent that the
underlying assets are prepaid as noted above.

High-Risk, High-Yield Securities

The Series, except Money Market, Government and International Growth may
invest in high-risk, high-yield securities (junk bonds), subject to the
limits described above, which are fixed income securities that offer a
current yield above that generally available on debt securities rated in the
four highest categories by Moody's Investors Service, Inc. (Moody's) and
Standard & Poor's Corporation (S&P) or other rating agencies, or, if unrated,
are considered to be of comparable quality by the Adviser. These securities
include:

(a) fixed rate corporate debt obligations (including bonds, debentures and
notes) rated Ba or lower by
Moody's or BB or lower by S&P;

(b) preferred stocks that have yields comparable to those of high-yielding
debt securities; and

Debt obligations rated BB/Ba or lower are regarded as speculative and
generally involve more risk of loss of principal and income than higher-rated
securities. Also their yields and market values tend to fluctuate more.
Fluctuations in value do not affect the cash income from the securities but
are reflected in a Series' net asset value. The greater risks and
fluctuations in yield and value occur, in part, because investors generally
perceive issuers of lower-rated and unrated securities to be less
creditworthy. Lower ratings, however, may not necessarily indicate higher
risks. In pursuing a Series' objectives, the Adviser seeks to identify
situations in which the Adviser believes that future developments will
enhance the creditworthiness and the ratings of the issuer.

The yields earned on high risk, high-yield securities (junk bonds) generally
are related to the quality ratings assigned by recognized ratings agencies.
The securities in which the Series invest tend to offer higher yields than
those of other securities with the same maturities because of the additional
risks associated with them. These risks include:

(1) Sensitivity to Interest Rate and Economic Changes. High risk, high-yield
securities (junk bonds) are more sensitive to adverse economic changes or
individual corporate developments but generally less sensitive to
interest rate changes than are investment grade bonds. As a result, when
interest rates rise, causing bond prices to fall, the value of these
securities may not fall as much as investment grade corporate bonds.
Conversely, when interest rates fall, these securities may underperform
investment grade corporate bonds because the prices of high risk,
high-yield securities (junk bonds) tend not to rise as much as the prices
of these other bonds.

Also, the financial stress resulting from an economic downturn or adverse
corporate developments could have a greater negative effect on the
ability of issuers of these securities to service their principal and
interest payments, to meet projected business goals and to obtain
additional financing, than on more creditworthy issuers. Holders of these
securities could also be at greater risk because these securities are
generally unsecured and subordinated to senior debt holders and secured
creditors. If the issuer of a high-risk, high-yield security (junk bond)
owned by a Series defaults, the Series may incur additional expenses to
seek recovery.

12
<PAGE>

In addition, periods of economic uncertainty and changes can be expected
to result in increased volatility of market prices of these securities
and a Series' net asset value. Furthermore, in the case of high risk,
high-yield securities (junk bonds) structured as zero coupon or
pay-in-kind securities, their market prices are affected to a greater
extent by interest rate changes and thereby tend to be more speculative
and volatile than securities which pay interest periodically and in cash.

(2) Payment Expectations. High-risk, high-yield securities (junk bonds)
present risks based on payment expectations. For example, these
securities may contain redemption or call provisions. If an issuer
exercises these provisions in a declining interest rate market, the
Series may have to replace the securities with a lower yielding security,
resulting in a decreased return for investors. In addition, there is a
higher risk of non-payment of interest and/or principal by issuers of
these securities than in the case of investment-grade bonds.

(3) Liquidity and Valuation Risks. Some issuers of high risk, high-yield
securities (junk bonds) may be traded among a limited number of
broker-dealers rather than in a broad secondary market. Many of these
securities may not be as liquid as investment grade bonds. The ability to
value or sell these securities will be adversely affected to the extent
that such securities are thinly traded or illiquid. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may
decrease or increase the value and liquidity of these securities more
than other securities, especially in a thinly-traded market.

(4) Limitations of Credit Ratings. The credit ratings assigned to high risk,
high-yield securities (junk bonds) may not accurately reflect the true
risks of an investment. Credit ratings typically evaluate the safety of
principal and interest payments rather than the market value risk of such
securities. In addition, credit agencies may fail to adjust credit
ratings to reflect rapid changes in economic or company conditions that
affect a security's market value. Although the ratings of recognized
rating services such as Moody's and S&P are considered, the Adviser
primarily relies on its own credit analysis which includes a study of
existing debt, capital structure, ability to service debts and to pay
dividends, the issuer's sensitivity to economic conditions, its operating
history and the current trend of earnings. Thus the achievement of a
Series' investment objective may be more dependent on the Adviser's own
credit analysis than might be the case for a fund which does not invest
in these securities.

(5) Legislation. Legislation may have a negative impact on the market for
high risk, high-yield securities (junk bonds), such as legislation
requiring federally-insured savings and loan associations to divest
themselves of their investments in these securities.

Zero Coupon and Pay-in-Kind Securities

All of the Series may invest in zero coupon securities and all Series except
Money Market may invest in pay-in-kind securities. In addition, the Series
may invest in STRIPS (Separate Trading of Registered Interest and Principal
of Securities). Zero coupon or deferred interest securities are debt
obligations that do not entitle the holder to any periodic payment of
interest prior to maturity or a specified date when the securities begin
paying current interest (the "cash payment date") and therefore are issued
and traded at a discount from their face amounts or par value. The discount
varies, depending on the time remaining until maturity or cash payment date,
prevailing interest rates, liquidity of the security and the perceived credit
quality of the issuer. The discount, in the absence of financial difficulties
of the issuer, decreases as the final maturity or cash payment date of the
security approaches. STRIPS are created by the Federal reserve bank by
separating the interest and principal components of an outstanding U.S.
treasury bond and selling them as individual securities. The market prices of
zero coupon, STRIPS and deferred interest securities generally are more
volatile than the market prices of securities with similar maturities that
pay interest periodically and are likely to respond to changes in interest
rates to a greater degree than do non-zero coupon securities having similar
maturities and credit quality.

The risks associated with lower-rated debt securities apply to these
securities. Zero coupon and pay-in-kind securities are also subject to the
risk that in the event of a default, a Series may realize no return on its
investment, because these securities do not pay cash interest.

Convertibles

A convertible bond or convertible preferred stock gives the holder the option
of converting these securities into common stock. Some convertible securities
contain a call feature whereby the issuer may redeem the security at a
stipulated price, thereby limiting the possible appreciation.

Warrants

The Series do not intend to invest more than 5% of their net assets in warrants.
Warrants allow the holder to subscribe for new shares in the issuing company
within a specified time period, according to a predetermined formula
governing the number of shares per warrant and the price to be paid for those
shares. Warrants may be issued separately or in association with a new issue
of bonds, preferred stock, common stock or other securities.

Covered warrants allow the holder to purchase existing shares in the issuing
company, or in a company associated with the issuer, or in a company in which
the issuer has or may have a share stake which covers all or part of the
warrants' subscription rights.

When-Issued or Delayed-Delivery Securities

During any period that a Series has outstanding a commitment to purchase
securities on a when-issued or delayed-delivery basis, that Series will
segregate securities consisting of cash, U.S. Government securities or other
high-quality debt obligations with its custodian bank. To the extent that the
market value of securities held in this segregated account falls below the
amount that the Series will be

13
<PAGE>

required to pay on settlement, additional assets may be required to be
segregated. Such segregated assets could affect the Series' liquidity and
ability to manage its portfolio. When a Series engages in when-issued or
delayed-delivery transactions, it is effectively relying on the seller of
such securities to consummate the trade; failure of the seller to do so may
result in the Series' incurring a loss or missing an opportunity to invest
segregated assets more advantageously. A Series will not pay for securities
purchased on a when-issued or delayed-delivery basis, or start earning
interest on such securities, until the securities are actually received.
However, any security so purchased will be recorded as an asset of the
purchasing Series at the time the commitment is made. Because the market
value of securities purchased on a when-issued or delayed-delivery basis may
increase or decrease prior to settlement as a result of changes in interest
rates or other factors, such securities will be subject to changes in market
value prior to settlement and a loss may be incurred if the value of the
security to be purchased declines prior to settlement.

Portfolio Turnover

For the periods ended October 31, 1995 and October 31, 1996 the portfolio
turnover rates were as follows:

1995 1996
Government 117.31% %
Bond 56.99% %
Aetna Series 129.05% %
Growth and Income 127.43% %
Growth 171.75% %
Small Company 156.43% %
International Growth 32.91% %
Ascent 164.09% %
Crossroads 166.93% %
Legacy 179.88% %

The portfolio turnover rate for Government was higher than expected due to
very large withdrawals by the Series' largest investor. This was a one-time
event and is not expected to occur again in the same magnitude.

The portfolio turnover rates were higher than expected for Ascent, Crossroads
and Legacy due to very large withdrawals by the Series' largest investor.
This was a one-time event and is not expected to occur again in the same
magnitude. Had these activities not occurred, the portfolio turnover rates
would have been 102.69% for Ascent, 115.99% for Crossroads, and 136.31% for
Legacy.

DIRECTORS AND OFFICERS

The investments and administration of the Fund are under the supervision of
the Directors. The Directors and executive officers of the Fund and their
principal occupations for the past five years are listed below. Those
Directors who are "interested persons," as defined in the 1940 Act, are
indicated by an asterisk (*) and hold similar positions with other investment
companies in the same fund complex managed by the Adviser.

<TABLE>
<CAPTION>
Principal Occupation During Past Five Years
Position(s) Held (and Positions held with Affiliated Persons or
Name, Address and Age with Registrant Principal Underwriters of the Registrant)

<S> <C> <C>
Shaun P. Mathews* Director and Vice President/Senior Vice President, ALIAC, March 1991 to
151 Farmington Avenue President present and Vice President, Aetna Life Insurance Company, 1991
Hartford, Connecticut to present. Director and President, Aetna Investment Services,
Age 41 Inc.; and Director and Senior Vice President, Aetna Insurance
Company of America, March 1991 to present.

Wayne F. Baltzer Vice President Assistant Vice President, ALIAC, May 1991 to present; Vice
151 Farmington Avenue President, Aetna Investment Services, Inc. July 1993 to
Hartford, Connecticut present.
Age 53

Martin T. Conroy Vice President Assistant Treasurer, ALIAC, October 1991 to present.
151 Farmington Avenue
Hartford, Connecticut
Age 57
</TABLE>

14
<PAGE>

<S> <C> <C>
J. Scott Fox Vice President Director, Managing Director, Chief Operating Officer, Chief
242 Trumbull Street and Treasurer Financial Officer and Treasurer, Aeltus Investment Management,
Hartford, Connecticut Inc. (Aeltus), April 1994 to present; Managing Director and
Age 42 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.

Susan E. Bryant Secretary Counsel, Aetna Inc. (formerly Aetna Life and Casualty Company)
151 Farmington Avenue March 1993 to present; General Counsel and Corporate
Hartford, Connecticut Secretary, First Investors Corporation, April 1991 to March
Age 49 1993. Secretary, Aetna Investment Services, Inc. and Vice
President and Senior Counsel, Aetna Financial Services, Inc.

Morton Ehrlich Director Chairman and Chief Executive Officer, Integrated Management
1000 Venetian Way Corp. (an entrepreneurial company) and Universal Research
Miami, Florida Technologies, 1992 to present; Director and Chairman, Audit
Age 62 Committee, National Bureau of Economic Research, 1985 to 1992.

Maria T. Fighetti Director Manager/Attorney, Health Services, New York City Department of
325 Piermont Road Mental Health, Mental Retardation and Alcohol Services, 1973
Closter, New Jersey to present.
Age 53

David L. Grove Director Private Investor; Economic/Financial Consultant, December 1985
5 The Knoll to present.
Armonk, New York
Age 78

Timothy A. Holt* Director Director, Senior Vice President and Chief Financial Officer,
151 Farmington Avenue ALIAC, February 1996 to present; Vice President, Portfolio
Hartford, Connecticut Management/Investment Group, Aetna Inc. (formerly Aetna Life
Age 43 and Casualty Company), June 1991 to February 1996. Director
and Vice President, Aetna Retirement Holdings Services, Inc.

Daniel P. Kearney* Director Director, President, and Chief Executive Officer, ALIAC,
151 Farmington Avenue December 1993 to present; Executive Vice President, Aetna Inc.
Hartford, Connecticut (formerly Aetna Life and Casualty Company), December 1993 to
Age 57 present; Group Executive, Aetna Inc. (formerly 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, January 1993 to present;
455 East 86th Street Senior Adviser, Daiwa Securities America, Inc., January 1992
New York, New York to January 1993; Executive Vice President, Member of Executive
Age 61 Committee, Daiwa Securities America, Inc., January 1986 to
January 1992.
</TABLE>

15
<PAGE>

<S> <C> <C>
Corine T. Norgaard Director, Chair Dean of the Barney School of Business, University of Hartford,
556 Wormwood Hill Audit Committee and (West Hartford, CT), August 1996 to present; Professor,
Mansfield Center, Contract Committee Accounting and Dean of the School of Management, Binghamton
Connecticut University, (Binghamton, NY), August 1993 to August 1996;
Age 59 Professor, Accounting, University of Connecticut, (Storrs,
Connecticut), September 1969 to June 1993; Director, The
Advest Group (holding company for brokerage firm) through
September 1996.

Richard G. Scheide Director Trust and Private Banking Consultant, David Ross Palmer
11 Lily Street Consultants, July 1991 to present.
Nantucket, Massachusetts
Age 67
</TABLE>

* Interested persons as defined in the Investment Company Act of 1940 (1940
Act).

During the period ended October 31, 1996, members of the Board of Directors
who are also directors, officers or employees of Aetna Inc. and its affiliates
were not entitled to any compensation from the Fund. Members of the Board of
Directors who are not affiliated as employees of Aetna Inc. or its
subsidiaries received an annual retainer of $ for service on the Board, and a
fee of $ per Series for each meeting of such Board (equal to an aggregate
annual fee of $ ). They also received a fee of $ per Audit Committee meeting,
and $ per Contract Committee meeting.

As of October 31, 1996, the unaffiliated members of the Board of Directors
received compensation in the amounts included in the following table. None of
these Directors were entitled to receive pension or retirement benefits.

<TABLE>
<CAPTION>
Name of Person, Aggregate Compensation Total Compensation from Registrant
Position from Registrant and Series Complex* Paid to Directors
- ------------------------------------ --------------------------- -------------------------------------------
<S> <C>
Corine Norgaard $ $
Director and Chairman,
Audit and Contract Committees
- ------------------------------------ --------------------------- -------------------------------------------
Sidney Koch $ $
Director and Member,
Audit and Contract Committees
- ------------------------------------ --------------------------- -------------------------------------------
Maria T. Fighetti $ $
Director and Member,
Audit and Contract Committees
- ------------------------------------ --------------------------- -------------------------------------------
Morton Ehrlich $ $
Director and Member,
Audit and Contract Committees
- ------------------------------------ --------------------------- -------------------------------------------
Richard G. Scheide $ $
Director and Member,
Audit and Contract Committees
- ------------------------------------ --------------------------- -------------------------------------------
David L. Grove $** $**
Director and Member,
Audit and Contract Committees
</TABLE>

*Fund Complex presently consists of: Aetna Series Fund, Inc., Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna
Investment Advisers Fund, Inc., Aetna Get Fund (Series B), Aetna Get Fund
(Series C), Aetna Generation Portfolios, Inc. and Aetna Variable
Portfolios, Inc.

**Mr. Grove elected to defer all such compensation under an existing
deferred compensation plan.

***The Fund has applied for an order by the Securities and Exchange Commission
to allow the Members of the Board of Directors who are not affiliated with Aetna
Inc. or any of its subsidiaries to defer all or a portion of their compensation
in accordance with the terms of a new Deferred Compensation Plan (the "Plan").
Under the Plan, compensation deferred by an unaffiliated Director is
periodically adjusted as though an equivalent amount had been invested and
reinvested in shares of one or more series of Aetna Series Fund, Inc. designated
by the Director. The amount paid to the unaffiliated Director under the Plan
will be based upon the performance of such investments. Deferral compensation in
accordance with the Plan will have a negligible effect on the assets,
liabilities and net income per share of any Series and will not obligate the
Fund to retain the services of any Director or to pay any particular level of
compensation to any Director.

16
<PAGE>

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of January 31, 1997, for the Select Class shares, Aetna owned
( %) shares of Government; ( %) shares of Growth;
( %) shares of Small Company; ( %) shares of Ascent;
( %) shares of Crossroads; and ( %) shares of Legacy.

As of January 31, 1997, for the Adviser Class shares, Aetna owned
( %) shares of Bond; and ( %) shares of International
Growth.

As of January 31, 1997, officers and Directors owned less than 1% of the
outstanding shares of any of the Series.

THE INVESTMENT ADVISORY AGREEMENTS

The Fund, on behalf of each Series, has entered into investment advisory
agreements (advisory agreements) appointing Aetna as the Investment Adviser
of each Series. These Advisory Agreements were adopted by the Directors in
_____________. Each Advisory Agreement is effective 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 Fund, as defined by the
1940 Act (Independent Directors), at a meeting called for that purpose, and
held in person. Each Advisory Agreement may be terminated without penalty at
any time by the Directors or by a majority vote of the outstanding voting
securities of that Series. They may be terminated upon sixty (60) days'
written notice by Aetna. The Advisory Agreements terminate automatically in
the event of assignment. The Advisory Agreements replace investment advisory
agreements with Aetna that were approved by shareholders in _______________.
Under the Advisory Agreements and subject to the supervision of the Directors
of the Fund, Aetna has responsibility for supervising all aspects of the
operations of each Series including the selection, purchase and sale of
securities on behalf of each Series, the calculation of net asset values and
the preparation of financial and other reports as requested by the Directors.
Under the Advisory Agreements, Aetna is given the right to delegate any or
all of its obligations to a subadviser.

The Advisory Agreements provide that Aetna 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 Fund and each Series is responsible for payment
of all other of its costs.

For its services Aetna receives the following annual investment advisory fees
expressed as a percentage of the average daily net assets of each Series:

Money Market Government; Bond
Fee Assets Fee Assets
0.40% On first $500 million 0.50% On first $250 million
0.35% On next $500 million 0.475% On next $250 million
0.34% On next $1 billion 0.450% On next $250 million
0.33% On next $1 billion 0.425% On next $1.25 billion
0.30% Over $3 billion 0.40% Over $2 billion
Aetna Series Growth and Income; Growth
Fee Assets Fee Assets
0.80% On first $500 million 0.70% On first $250 million
0.75% On next $500 million 0.65% On next $250 million
0.70% On next $1 billion 0.625% On next $250 million
0.65% Over $2 billion 0.60% On next $1.25 billion
0.55% Over $2 billion
Small Company International Growth
Fee Assets Fee Assets
0.85% On first $250 million 0.85% On first $250 million
0.80% On next $250 million 0.80% On next $250 million
0.775% On next $250 million 0.775% On next $250 million
0.75% On next $1.25 billion 0.75% On next $1.25 billion
0.725% Over $2 billion 0.70% Over $2 billion
Ascent; Crossroads; Legacy
Fee Assets
0.80% On first $500 million
0.775% On next $500 million
0.75% On next $500 million
0.725% On next $500 million
0.70% Over $2 billion

17
<PAGE>

Aetna has agreed to reimburse the Series for any expenses (including
management fees, but excluding taxes, interest, brokerage commissions and
certain extraordinary expenses) which may be incurred in any one year in
excess of the allowable expense limitations of the state in which shares are
registered for sale having the most stringent expense reimbursement
provisions. As of the date of this Statement, the most stringent limitation
rate applicable to a Series is 2-1/2% of the first $30 million of a Series'
average net assets, 2% of the next $70 million of such Series' average net
assets, and 1-1/2% of the remaining average net assets of such Series for any
fiscal year.

Aetna received investment advisory fees as follows:

<TABLE>
<CAPTION>
Total Investment Aetna Net Investment
Advisory Fees Reimbursement Advisory Fees Paid
<S> <C> <C> <C>
For Period Ended October 31, 1994*
Money Market $ 544,857 $ 544,857 $ 0
Government 91,999 91,999 0
Bond 210,162 128,686 81,476
Aetna Series 569,014 156,406 412,608
Growth and Income 625,998 101,043 524,955
Growth 121,917 87,583 34,334
Small Company 144,601 73,512 71,089
International Growth 357,374 55,230 302,144

For Year Ended October 31, 1995
Money Market $1,083,771 $1,083,771 $ 0
Government 109,261 109,261 0
Bond 227,665 143,622 84,043
Aetna Series 706,625 26,507 680,118
Growth and Income 2,288,249 0 2,288,249
Growth 231,452 34,500 196,952
Small Company 257,552 22,162 235,390
International Growth 472,412 74,627 397,785
Ascent** 157,225 0 157,225
Crossroads** 156,356 0 156,356
Legacy** 155,255 0 155,255

For Year Ended October 31, 1996
Money Market
Government
Bond
Aetna Series
Growth and Income
Growth
Small Company
International Growth
Ascent
Crossroads
Legacy
</TABLE>

*In 1994, the Fund changed its fiscal year to end on October 31.
**Ascent, Crossroads and Legacy commenced operations on January 4, 1995.
Investment Advisory Fees shown are for the period from January 4, 1995 to
October 31, 1995.

THE SUBADVISORY AGREEMENTS

Aetna and the Fund, on behalf of each Series, have entered into agreements
(Subadvisory Agreements) with Aeltus Investment Management, Inc. (Aeltus)
effective August 1, 1996 appointing Aeltus subadviser of each Series. These
Subadvisory Agreements were adopted by the Directors in February 1996 and
approved by the shareholders in July 1996. Each Subadvisory Agreement will be
effective 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 Independent Directors of the Fund, 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 Series of the Fund
or they may be terminated on sixty (60) days' written notice by Aetna, the
Fund or the Subadviser. The Subadvisory Agreements terminate automatically in
the event of their assignment.

18
<PAGE>

For Growth and Small Company, the Subadvisory Agreements replace subadvisory
agreements with Aeltus that had been approved by shareholders in 1994. Those
agreements were substantially the same as the new agreements. Under both the
old and the new Subadvisory Agreements, Aeltus is responsible for managing
the assets of each Series in accordance with its investment objective and
policies, subject to the supervision of Aetna, the Fund and the Directors,
and for preparing and providing accounting and financial information as
requested by Aetna and the Directors. The Subadviser pays the salaries,
employment benefits and other related costs of its personnel.

For its services, Aetna has agreed to pay the Subadviser a monthly fee at an
annual rate based on the average daily net assets of each Series as follows.
This fee is not charged to a Series but is paid by Aetna out of its
investment advisory fees.

Money Market Government; Bond
Fee Assets Fee Assets
0.30% On first $500 million 0.35% On first $250 million
0.265% On next $500 million 0.335% On next $250 million
0.255% On next $1 billion 0.315% On next $250 million
0.25% On next $1 billion 0.30% On next $1.25 billion
0.225% Over $3 billion 0.28% Over $2 billion
Aetna Series Growth and Income; Growth
Fee Assets Fee Assets
0.50% On first $500 million 0.45% On first $250 million
0.47% On next $500 million 0.42% On next $250 million
0.44% On next $1 billion 0.405% On next $250 million
0.41% Over $2 billion 0.39% On next $1.25 billion
0.355% Over $2 billion
Small Company International Growth
Fee Assets Fee Assets
0.55% On first $250 million 0.55% On first $250 million
0.52% On next $250 million 0.52% On next $250 million
0.505% On next $250 million 0.505% On next $250 million
0.49% On next $1.25 billion 0.49% On next $1.25 billion
0.47% Over $2 billion 0.455% Over $2 billion
Ascent; Crossroads; Legacy
Fee Assets
0% On first $500 million
0% On next $500 million
0% On next $500 million
0% On next $500 million
0% Over $2 billion

Aetna, as the Investment Adviser, retains overall responsibility for
monitoring the investment program maintained by Aeltus for compliance with
applicable laws and regulations and each Series' investment objective and
policies.

THE ADMINISTRATIVE SERVICES AGREEMENTS

Pursuant to the Administrative Services Agreements described below, Aetna
acts as administrator and provides certain administrative and shareholder
services necessary for Fund operations and is responsible for the supervision
of other service providers. The services provided by Aetna include: (1)
internal accounting services; (2) regulatory compliance, such as reports and
filings with the Commission and state securities commissions; (3) preparing
financial information for proxy statements; (4) preparing semiannual and
annual reports to shareholders; (5) preparing federal, state and local income
tax returns; (6) overseeing the determination and publication of net asset
values; (7) certain shareholder communications; (8) supervision of the
custodians and transfer agent; and (9) reporting to the Directors.

For its services, each Series pays Aetna a fee at an annual rate based on
average daily net assets of each Series as follows: 0.25% on the first $250
million, 0.24% on the next $250 million, 0.23% on the next $250 million,
0.22% on the next $250 million, 0.20% on the next $1 billion and 0.18% on
assets over $2 billion. Aetna received administrative service fees as
follows:

19
<PAGE>

<TABLE>
<CAPTION>
Total
Administrative Aetna Net Administrative
Service Fees Reimbursement Service Fees Paid
<S> <C> <C> <C>
For Period Ended October 31, 1994*
Money Market $340,536 $340,536 $ 0
Government 46,000 46,000 0
Bond 105,128 0 105,128
Aetna Series 177,792 0 177,792
Growth and Income 223,571 0 223,571
Growth 43,542 0 43,542
Small Company 42,530 0 42,530
International Growth 105,110 0 105,110

For Year Ended October 31, 1995
Money Market $677,357 $514,954 $162,403
Government 54,630 21,312 33,318
Bond 113,832 0 113,832
Aetna Series 220,820 0 220,820
Growth and Income 830,718 0 830,718
Growth 82,661 0 82,661
Small Company 75,751 0 75,751
International Growth 138,945 0 138,945
Ascent** 49,133 0 49,133
Crossroads** 48,861 0 48,861
Legacy** 48,517 0 48,517

For Year Ended October 31, 1996
Money Market
Government
Bond
Aetna Series
Growth and Income
Growth
Small Company
International Growth
Ascent
Crossroads
Legacy
</TABLE>

*In 1994, the Fund changed its fiscal year to end on October 31.
**Ascent, Crossroads and Legacy commenced operations on January 4, 1995.
Administrative Service Fees shown are for the period from January 4, 1995
to October 31, 1995.

Unless terminated earlier, the Administrative Services Agreements remain in
effect from year to year if approved annually by a majority of the Directors,
including a majority of the Independent Directors. The Agreements may be
terminated by either party upon sixty (60) days' written notice.

THE LICENSE AGREEMENT

The Fund uses the service mark of the Fund and each Series, and the name
"Aetna" with the permission of Aetna Inc. granted under a License Agreement.
The continued use is subject to the right of Aetna Inc. to withdraw this
permission in the event Aetna or another subsidiary or affiliated corporation
of Aetna Inc. should not be the investment adviser of the Series.

CUSTODIAN

Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh, Pennsylvania, 15258
serves as custodian for the assets of all Series except the International
Growth. Brown Brothers Harriman & Company, 40 Water Street, Boston,
Massachusetts 02109 serves as custodian for the assets of International
Growth. Neither custodian participates in determining the investment policies
of a Series or in deciding which securities are purchased or sold by a
Series. A Series may, however, invest in obligations of the custodian and may
purchase or sell securities from or to the custodian.

20
<PAGE>

Regarding portfolio securities which are purchased outside the United States,
Brown Brothers Harriman & Company has entered into sub-custodian agreements
with several foreign banks or clearing agencies which are designed to comply
with Rule 17f-5 under the 1940 Act with respect to portfolio securities held
in custody by foreign banks.

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut 06103 serves as
independent auditors to the Fund. KPMG Peat Marwick LLP provides audit
services, assistance and consultation in connection with Securities and
Exchange Commission (Commission) filings.

PRINCIPAL UNDERWRITER

Shares of the Series are offered on a continuous basis. Aetna has agreed to
use its best efforts to distribute the shares as the principal underwriter of
the Series pursuant to an Underwriting Agreement between it and the Fund. The
agreement was reapproved on December , 199 to continue through December
31, 1997. ALIAC is registered as a broker-dealer with the SEC and is a member
of the National Association of Securities Dealers, Inc. The Underwriting
Agreement may be continued from year to year if approved annually by the
Directors or by a vote of holders of a majority of each Series' shares, and
by a vote of a majority of the Directors who are not "interested persons," as
that term is defined in the 1940 Act (Independent Directors), of Aetna, and
who are not interested persons of the Fund, appearing in person at a meeting
called for the purpose of approving such agreement. The Underwriting
Agreement terminates automatically upon assignment, and may be terminated at
any time upon sixty (60) days' written notice by the Directors or Aetna or by
a vote of the holders of a majority of a Series' shares without the payment
of any penalty.

DISTRIBUTION ARRANGEMENTS

Fund shares are distributed on a best efforts basis by Aetna as Underwriter
which contracts with various broker-dealers, including one or more
affiliates. To compensate Aetna for the services it provides Select and
Adviser Class shareholders, Aetna is paid an annual service fee at the rate
of 0.25% (0.10% for Money Market) of the average daily net assets pursuant to
a Shareholder Services Plan. Aetna is also paid an annual distribution fee
with respect to Adviser Class shares of the Series (other than Money Market)
at the rate of 0.50% of the value of average daily net assets attributable to
those shares under a Distribution Plan adopted by the Fund pursuant to Rule
12b-1 of the 1940 Act to cover expenses primarily intended to result in the
sale of Adviser Class shares. It may reallow all or a portion of these fees
to broker-dealers entering into selling agreements with it including its
affiliates.

For the 10 month period ended October 31, 1994 and the years ended October
31, 1995 and October 31, 1996, Shareholder Services and Distribution fees
were paid to Aetna as follows (fees in the amount of $17,959, $64,022 and $
, respectively, were waived for Money Market):

1994* 1995 1996
Government 229 2,110
Bond 102,308 118,895
Aetna Series 103,950 57,241
Growth and Income 102,402 19,108
Growth 545 7,194
Small Company 321 5,012
International Growth 104,655 202,548

*In 1994, the Fund changed its fiscal year to end on October 31.

The Shareholder Services Plan and the Distribution Plan (Plans) continue from
year to year, provided such continuance is approved annually by vote of the
Directors, including a majority of Independent Directors. The Distribution
Plan may not be amended to increase the amount to be spent for the services
provided by Aetna without shareholder approval. All amendments to the Plans
must be approved by the Directors in the manner described above. The Plans
may be terminated at any time, without penalty, by vote of a majority of the
Independent Directors upon not more than 30 days' written notice to any other
party to the Plan. Pursuant to the Plans, Aetna will provide the Directors
periodic reports of amounts expended under the Plans and the purpose for
which such expenditures were made. For the fiscal year ended October 31,
1996, approximately $ , $ , and $ of total distribution
expenses were expended in connection with printing and mailing of
prospectuses, total commissions paid to sales personnel and advertising,
respectively.

BROKERAGE ALLOCATION AND TRADING POLICIES

Subject to the supervision of the Directors, the Adviser has responsibility
for making investment decisions, for effecting the execution of trades and
for negotiating any brokerage commissions thereon. It is the Adviser's policy
to obtain the best quality of execution available, giving attention to net
price (including commissions where applicable), execution capability
(including the adequacy of a firm's

21
<PAGE>

capital position), research and other services related to execution; the
relative priority given to these factors will depend on all of the
circumstances regarding a specific trade.

The Advisers receive a variety of brokerage and research services from
brokerage firms in return for the execution by such brokerage firms of trades
on behalf of the Fund. These brokerage and research services include, but are
not limited to, quantitative and qualitative research information and
purchase and sale recommendations regarding securities and industries,
analyses and reports covering a broad range of economic factors and trends,
statistical data relating to the strategy and performance of the Series and
other investment companies, services related to the execution of trades in a
Series' securities and advice as to the valuation of securities, the
providing of equipment used to communicate research information and
specialized consultations with Series' personnel with respect to computerized
systems and data furnished to the Series as a component of other research
services. The Adviser considers the quantity and quality of such brokerage
and research services provided by a brokerage firm along with the nature and
difficulty of the specific transaction in negotiating commissions for trades
in a Series' securities and may pay higher commission rates than the lowest
available when it is reasonable to do so in light of the value of the
brokerage and research services received generally or in connection with a
particular transaction. Aetna's policy in selecting a broker to effect a
particular transaction is to seek to obtain "best execution," which means
prompt and efficient execution of the transaction at the best obtainable
price with payment of commissions which are reasonable in relation to the
value of the services provided by the broker, taking into consideration
research and other services provided. When the trader believes that more than
one broker can provide best execution, preference may be given to brokers who
provide additional services to Aetna.

The research services provided by a particular broker may be useful only to
one or more of the advisory accounts of Aetna and its affiliates. Investment
research received for the commission of those other accounts may be useful to
one or more of the Series and such other accounts.

Consistent with Federal law, the Adviser may obtain such brokerage and
research services regardless of whether they are paid for (1) by means of
commissions, or (2) by means of separate, non-commission payments. The
Adviser's judgment as to whether and how it will obtain the specific
brokerage and research services will be based upon its analysis of the
quality of such services and the cost (depending upon the various methods of
payment which may be offered by brokerage firms) and will reflect the
Adviser's opinion as to which services and which means of payment are in the
long-term best interests of the Series. The Series will not effect any
brokerage transactions in portfolio securities with Aetna or any affiliate of
the Fund or the Adviser except in accordance with applicable Commission
rules. All transactions will comply with Rule 17e-1 of the 1940 Act.

Certain executive officers of the Adviser also have supervisory
responsibility with respect to the securities portfolio of the Adviser's own
general account. Further, the Adviser also acts as investment adviser to
other investment companies registered under the 1940 Act. The Directors and
the Adviser have adopted policies designed to prevent disadvantaging the
Series in placing orders for the purchase and sale of securities.

A Series and another advisory client of the Adviser, or the Adviser itself,
may desire to buy or sell the same publicly traded security at or about the
same time. In such a case, the purchases or sales will normally be allocated
as nearly as practicable on a pro rata basis in proportion to the amounts to
be purchased or sold by each. In some cases the smaller orders will be filled
first. In determining the amounts to be purchased and sold, the main factors
to be considered are the respective investment objectives of a Series and the
other portfolios, the relative size of portfolio holdings of the same or
comparable securities, availability of cash for investment, and the size of
their respective investment commitments. Orders for different clients
received at approximately the same time may be bunched for purposes of
placing trades, as authorized by regulatory directives. Prices are averaged
for those transactions.

Brokerage commissions were paid as follows:

For 10 Month
Period Ended For Year Ended For Year Ended
Oct. 31, 1994* Oct. 31, 1995 Oct. 31, 1996
Bond $ 5,112 $ 2,400 $
Aetna Series 129,278 321,699
Growth and Income 278,919 1,765,123
Growth 96,666 142,354
Small Company 122,178 172,008
International Growth 142,000 117,138
Ascent** 289,353
Crossroads** 225,220
Legacy** 156,342

*In 1994, the Fund changed its fiscal year to end on October 31.
**Ascent, Crossroads and Legacy commenced operations on January 4, 1995.

22
<PAGE>

Commissions paid by Aetna Series and Growth and Income were higher in 1995 as
a result of a high rate of portfolio turnover attributable to a new
management team and to a transition in equity portfolio holdings from 100%
large capitalization equities to a mix of large, mid and small capitalization
equities.

For the fiscal year ended October 31, 1996, portfolio transactions in the
amounts listed below were directed to certain brokers because of research
services, of which commissions in the amounts listed were paid with respect
to such transactions:

Commissions Paid on
Total Transactions Total Transactions
Fund Name

No brokerage business was placed with any brokers affiliated with Aetna
during the last three fiscal years.

The Directors have adopted a policy allowing trades to be made between
registered investment companies provided they meet the terms of Rule 17a-7
under the 1940 Act. Pursuant to this policy, a Series may buy a security from
or sell another security to another registered investment company advised by
the Adviser.

The Directors have also adopted a Code of Ethics governing personal trading
by persons who manage, or who have access to trading activity by, a Series.
The Code of Ethics allows trades to be made in securities that may be held by
a Series, however, it prohibits a person from taking advantage of Series
trades or from acting on inside information.

DESCRIPTION OF SHARES

The Fund's Articles of Incorporation as amended (Articles) permit the
Directors to direct the issuance of full and fractional shares of one or more
Series, each of which represents a proportionate interest in that Series
equal to each other share in that Series. The Directors have the power to
divide or combine the shares of a particular Series into a greater or lesser
number of shares without thereby changing the proportional beneficial
interest in the Series. The Directors also have the power to subdivide each
Series into classes of shares having different attributes so long as each
share of each class represents a proportionate interest in the Series equal
to each other share in that Series. The Fund is currently authorized to issue
shares in twelve Series with each Series issuing common stock classified into
two classes, Adviser Class shares and Select Class shares. Each class of
shares has the same rights, privileges and preferences, except with respect
to: (a) the effect of the respective sales charges, if any, for each class;
(b) the distribution and/or service fees borne by each class; (c) the
expenses allocable exclusively to each class; (d) voting rights on matters
exclusively affecting a single class; and (e) the exchange privilege of each
class. Each share of a Series has the same rights to share in dividends
declared by a Series.

The Fund has obtained a ruling from the Internal Revenue Service (IRS) with
respect to the Series described in this Statement to the effect that
differing distributions among the classes of its shares will not result in
dividends or other distributions being regarded as "preferential dividends"
under the Internal Revenue Code of 1986, as amended (Code). Generally, a
preferential dividend is a dividend which a Series cannot treat as having
been distributed for purposes of determining (i) whether the Series qualifies
as a regulated investment company for federal income tax purposes and (ii)
the Series' tax calculations. In order to qualify as a regulated investment
company, each Series must satisfy certain requirements, including an income
distribution requirement. If a Series so qualifies, it generally will not be
subject to federal tax on income timely distributed to shareholders.

Upon liquidation of any Series, shareholders of shares representing an
interest in that Series are entitled to share pro rata in the net assets of
the Series available for distribution to shareholders. Series shares are
fully paid and nonassessable when issued.

Nothing in the Articles protects a Director against any liability to which he
or she would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his or her office. Shares have no preemptive or conversion rights
and are nonassessable.

Voting Rights

Shareholders of each class are entitled to one vote for each full share held
(and fractional votes for fractional shares of each class held) and will vote
on the election of Directors and on other matters submitted to the vote of
shareholders. Generally, all shareholders have voting rights on all matters
except matters affecting only the interests of one Series or one class of
shares. Voting rights are not cumulative, so that the holders of more than
50% of the shares voting in the election of Directors can, if they choose to
do so, elect all the Directors, in which event the holders of the remaining
shares will be unable to elect any person as a Director.

23
<PAGE>

The Articles may be amended by an affirmative vote of a majority of the
shares at any meeting of shareholders or by written instrument signed by a
majority of the Directors and consented to by a majority of the shareholders.
The Directors may also amend the Articles without the vote or consent of
shareholders, if they deem it necessary to conform the Articles to the
requirements of applicable federal laws or regulations or the requirements of
the regulated investment company provisions of the Code, as amended, but the
Directors shall not be liable for failing to do so.

SALE AND REDEMPTION OF SHARES

Adviser and Select Class shares of the Fund are sold and redeemed at the net
asset value of each Series next determined after a purchase or redemption
order is received in acceptable form by Firstar Trust Company, the transfer
agent for the Fund as described under "Shareholder Services" in the
Prospectus. Occasionally orders may be submitted through a broker. It is the
broker's responsibility to promptly remit orders to the transfer agent and
shares will be purchased as described in the Prospectus. No sales charge or
redemption charge is imposed on Select Class shares. No initial sales charge
is imposed at the time of purchase on Adviser Class shares; however, a
contingent deferred sales charge is imposed on certain redemptions of Adviser
Class shares. The value of shares redeemed may be more or less than the
shareholder's cost, depending upon the market value of the portfolio
securities at the time of redemption. Payment for shares redeemed will be
made within seven days (or the maximum period allowed by law, if shorter)
after the redemption request is received in proper form by the transfer
agent. Any written request to redeem shares must bear the signatures of all
the registered holders of those shares. The signatures must be guaranteed by
a national or state bank, trust company or a member of a national securities
exchange as described under "Shareholder Services" in the Prospectus.
Information about any additional requirements for shares held in the name of
a corporation, partnership, trustee, guardian or in any other representative
capacity can be obtained from the transfer agent.

The right to redeem shares may be suspended or payment therefor postponed for
any period during which (a) trading on the NYSE is restricted as determined
by the Commission or the NYSE is closed for other than weekends and holidays;
(b) an emergency exists, as determined by the Commission, as a result of
which (i) disposal by a Series of securities owned by it is not reasonably
practicable, or (ii) it is not reasonably practicable for a Series to
determine fairly the value of its net assets; or (c) the Commission by order
so permits for the protection of shareholders of a Series.

An open account is automatically set up and maintained for each shareholder
to facilitate the voluntary accumulation of shares. The open account system
makes unnecessary the issuance and delivery of stock certificates, thereby
relieving shareholders of the responsibility of safekeeping. Through the open
account system, each shareholder is informed of his or her holdings after any
transaction affecting the number of shares he or she owns.

There is a $1,000 minimum initial investment for each Series with a minimum
of $500 for Individual Retirement Accounts. All minimum dollar amount
requirements may be waived for employees and retirees of, and persons
associated with, Aetna Inc. or persons electing the Systematic Investment
feature.

Checks sent to shareholders who have requested dividends and/or capital gains
distributions to be paid in cash and which are subsequently returned by the
United States Postal Service as not deliverable or which remain uncashed for
six months or more will be reinvested and credited to the shareholder's
account at the then current net asset value. Further, subsequent dividends
and distributions will be automatically reinvested and credited to the
shareholder's account.

A Series reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase of shares by
making payment, in whole or in part, in securities chosen by that Series and
valued in the same way as they would be valued for purposes of computing that
Series' net asset value. If payment is made in securities, a shareholder may
incur transactions costs in converting these securities into cash. The Series
have elected, however, to be governed by Rule 18f-1 under the 1940 Act so
that a Series is obligated to redeem its shares solely in cash up to the
lesser of $250,000 or 1% of its net asset value during any 90-day period for
any one shareholder of a Series.

NET ASSET VALUE

Securities of the Series are generally valued by independent pricing
services. The values for equity securities traded on registered securities
exchanges are based on the last sale price or, if there has been no sale that
day, at the mean of the last bid and asked price on the exchange where the
security is principally traded. Securities traded over the counter are valued
at the mean of the last bid and asked price if current market quotations are
not readily available. Short-term debt securities which have a maturity date
of more than sixty days and long-term debt securities are valued at the mean
of the last bid and asked price of such securities obtained from a broker who
is a market-maker in the securities or a service providing quotations based
upon the assessment of market-makers in those securities. Short-term debt
securities maturing in sixty days or less at the date of purchase, and all
securities in Money Market, will be valued using the "amortized cost" method
of valuation. This involves valuing an instrument at its cost and thereafter
assuming a constant amortization of premium or increase of discount.

24
<PAGE>

Options are valued at the mean of the last bid and asked price on the
exchange where the option is primarily traded. Futures contracts are valued
daily at a settlement price based on rules of the exchange where the futures
contract is primarily traded.

TAX STATUS

The following is only a summary of certain additional tax considerations
generally affecting each Series and its shareholders which are not described
in the Prospectus. No attempt is made to present a detailed explanation of
the tax treatment of each Series or its shareholders, and the discussions
here and in the Prospectus are not intended as substitutes for careful tax
planning.

Qualification as a Regulated Investment Company

Each Series has elected to be taxed as a regulated investment company under
Subchapter M of the Code. As a regulated investment company, a Series
generally is not subject to federal income tax on the portion of its net
investment income (i.e., taxable interest, dividends and other taxable
ordinary income, net of expenses) and capital gain net income (i.e., the
excess of capital gains over capital losses) that it distributes to
shareholders, provided that it distributes at least 90% of its investment
company taxable income (i.e., net investment income and the excess of net
short-term capital gain over net long-term capital loss) and at least 90% of
its tax-exempt income (net of expenses allocable thereto) for the taxable
year (Distribution Requirement), and satisfies certain other requirements of
the Code that are described below. Distributions made during the taxable year
or, under specified circumstances, within twelve months after the close of
the taxable year, will be considered distributions of income and gains of the
taxable year and can therefore satisfy the Distribution Requirement.

In addition to satisfying the Distribution Requirement, a regulated
investment company must: (1) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities or foreign
currencies (to the extent such currency gains are directly related to the
regulated investment company's principal business of investing in stock or
securities) and other income (including but not limited to gains from
options, futures or forward contracts) derived with respect to its business
of investing in such stock, securities or currencies (Income Requirement);
and (2) derive less than 30% of its gross income (exclusive of certain gains
on designated hedging transactions that are offset by realized or unrealized
losses on offsetting positions) from the sale or other disposition of stock,
securities or foreign currencies (or options, futures or forward contracts
thereon) held for less than three months (Short-Short Gain Test). For
purposes of these calculations, gross income includes tax-exempt income.
However, foreign currency gains, including those derived from options,
futures and forwards, will not in any event be characterized as Short-Short
Gain if they are directly related to the regulated investment company's
investments in stock or securities (or options or futures thereon). Because
of the Short-Short Gain Test, a Series may have to limit the sale of
appreciated securities that it has held for less than three months. However,
the Short-Short Gain Test will not prevent a Series from disposing of
investments at a loss, since the recognition of a loss before the expiration
of the three-month holding period is disregarded for this purpose. Interest
(including original issue discount) received by a Series at maturity or upon
the disposition of a security held for less than three months will not be
treated as gross income derived from the sale or other disposition of such
security within the meaning of the Short-Short Gain Test. However, income
that is attributable to realized market appreciation will be treated as gross
income from the sale or other disposition of securities for this purpose.

In general, gain or loss recognized by a Series on the disposition of an
asset will be a capital gain or loss. However, gain recognized on the
disposition of a debt obligation (including municipal obligations) purchased
at a market discount (generally, at a price less than its principal amount)
will be treated as ordinary income to the extent of the portion of the market
discount which accrued during the period of time the Series held the debt
obligation. In addition, under the rules of Code Section 988, gain or loss
recognized on the disposition of a debt obligation denominated in a foreign
currency or an option with respect thereto (but only to the extent
attributable to changes in foreign currency exchange rates), and gain or loss
recognized on the disposition of a foreign currency forward contract, futures
contract, option or similar financial instrument, or of foreign currency
itself, except for regulated futures contracts or non-equity options subject
to Code Section 1256 (unless elected otherwise), will generally be treated as
ordinary income or loss.

In general, for purposes of determining whether capital gain or loss
recognized by a Series on the disposition of an asset is long-term or
short-term, the holding period of the asset may be affected if (1) the asset
is used to close a "short sale" (which includes for certain purposes the
acquisition of a put option) or is substantially identical to another asset
so used, (2) the asset is otherwise held as part of a "straddle" (which term
generally excludes a situation where the asset is stock and the Series grants
a qualified covered call option (which, among other things, must not be
deep-in-the-money) with respect thereto) or (3) the asset is stock and the
Series grants an in-the-money qualified covered call option with respect
thereto. However, for purposes of the Short-Short Gain Test, the holding
period of the asset disposed of may be reduced only in the case of clause (1)
above. In addition, a Series may be required to defer the recognition of a
loss on the disposition of an asset held as part of a straddle to the extent
of any unrecognized gain on the offsetting position.

Any gain recognized by a Series on the lapse of, or any gain or loss
recognized by a Series from a closing transaction with respect to, an option
written by the Series will be treated as a short-term capital gain or loss.
For purposes of the Short-Short Gain Test, the holding period of an option
written by a Series will commence on the date it is written and end on the
date it lapses or the date a closing transaction is entered into.
Accordingly, a Series may be limited in its ability to write options which
expire within three months and to enter into closing transactions at a gain
within three months of the writing of options.

25
<PAGE>

Transactions that may be engaged in by a Series (such as regulated futures
contracts, certain foreign currency contracts, and options on stock indexes
and futures contracts) will be subject to special tax treatment as "Section
1256 contracts." Section 1256 contracts are treated as if they are sold for
their fair market value on the last business day of the taxable year, even
though a taxpayer's obligations (or rights) under such contracts have not
terminated (by delivery, exercise, entering into a closing transaction or
otherwise) as of such date. Any gain or loss recognized as a consequence of
the year-end deemed disposition of Section 1256 contracts is taken into
account for the taxable year together with any other gain or loss that was
previously recognized upon the termination of Section 1256 contracts during
that taxable year. Any capital gain or loss for the taxable year with respect
to Section 1256 contracts (including any capital gain or loss arising as a
consequence of the year-end deemed sale of such contracts) is generally
treated as 60% long-term capital gain or loss and 40% short-term capital gain
or loss. A Series, however, may elect not to have this special tax treatment
apply to Section 1256 contracts that are part of a "mixed straddle" with
other investments that are not Section 1256 contracts. The IRS has held in
several private rulings (and Treasury Regulations now provide) that gains
arising from Section 1256 contracts will be treated for purposes of the
Short-Short Gain Test as being derived from securities held for not less than
three months if the gains arise as a result of a constructive sale under Code
Section 1256.

A Series may purchase securities of certain foreign investment funds or
trusts which constitute passive foreign investment companies (PFICs) for
federal income tax purposes. If a Series invests in a PFIC, it may elect to
treat the PFIC as a qualifying electing fund (QEF) in which event the Series
will each year have ordinary income equal to its pro rata share of the PFIC's
ordinary earnings for the year and long-term capital gain equal to its pro
rata share of the PFIC's net capital gain for the year, regardless of whether
the Series receives distributions of any such ordinary earnings or capital
gain from the PFIC. If a Series does not (because it is unable to, chooses
not to or otherwise) elect to treat the PFIC as a QEF, then in general (1)
any gain recognized upon sale or other disposition of its interest in the
PFIC or any excess distribution received from the PFIC will be allocated
ratably over the Series' holding period of its interest in the PFIC, (2) the
portion of such gain or excess distribution so allocated to the year in which
the gain is recognized or the excess distribution is received shall be
included in the Series' gross income for such year as ordinary income (and
the distribution of such portion to shareholders will be taxable as an
ordinary income dividend, but such portion will not be subject to tax at the
Series level), (3) the Series shall be liable for tax on the portions of such
gain or excess distribution so allocated to prior years in an amount equal
to, for each such prior year, (i) the amount of gain or excess distribution
allocated to such prior year multiplied by the highest tax rate (individual
or corporate) in effect for such prior year plus (ii) interest on the amount
determined under clause (i) for the period from the due date for filing a
return for such prior year until the date for filing a return for the year in
which the gain is recognized or the excess distribution is received at the
rates and methods applicable to underpayments of tax for such period, and (4)
the distribution to shareholders of the portions of such gain or excess
distribution so allocated to prior years (net of the tax payable by the
Series thereon) will again be taxable to the shareholders as an ordinary
income dividend.

Under proposed Treasury Regulations a Series may be eligible to elect to
recognize as gain the excess, as of the last day of its taxable year, of the
fair market value of each share of PFIC stock over the Series' adjusted tax
basis in that share ("mark to market gain"). Such mark to market gain will be
included by the Series as ordinary income, such gain will not be subject to
the Short-Short Gain Test, and the Series' holding period with respect to
such PFIC stock commences on the first day of the next taxable year. If a
Series makes such election in the first taxable year it holds PFIC stock, the
Series will include ordinary income from any mark to market gain, if any, and
will not incur the tax described in the previous paragraph.

Treasury Regulations permit a regulated investment company, in determining
its investment company taxable income and net capital gain (i.e., the excess
of net long-term capital gain over net short-term capital loss) for any
taxable year, to elect (unless it has made a taxable year election for excise
tax purposes as discussed below) to treat all or any part of any net capital
loss, any net long-term capital loss or any net foreign currency loss
incurred after October 31 as if it had been incurred in the succeeding year.

In addition to satisfying the requirements described above, each Series must
satisfy an asset diversification test in order to qualify as a regulated
investment company. Under this test, at the close of each quarter of a
Series' taxable year, at least 50% of the value of the Series' assets must
consist of cash and cash items, U.S. Government securities, securities of
other regulated investment companies, and securities of other issuers (as to
which the Series has not invested more than 5% of the value of the Series'
total assets in securities of such issuer and as to which the Series does not
hold more than 10% of the outstanding voting securities of such issuer), and
no more than 25% of the value of its total assets may be invested in the
securities of any one issuer (other than U.S. Government securities and
securities of other regulated investment companies), or of two or more
issuers which the Series controls and which are engaged in the same or
similar trades or businesses or related trades or businesses. Generally, an
option (call or put) with respect to a security is treated as issued by the
issuer of the security not the issuer of the option. However, with regard to
forward currency contracts, there does not appear to be any formal or
informal authority which identifies the issuer of such instrument. For
purposes of asset diversification testing, certain obligations issued or
guaranteed by agencies or instrumentalities of the U.S. Government such as
the Federal Agricultural Mortgage Corporation, the Farm Credit System
Financial Assistance Corporation, a Federal Home Loan Bank, the Federal Home
Loan Mortgage Corporation, the Federal National Mortgage Association, the
Government National Mortgage Corporation, and the Student Loan Marketing
Association are treated as U.S. Government securities.

If for any taxable year a Series does not qualify as a regulated investment
company, all of its taxable income (including its net capital gain) will be
subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions

26
<PAGE>

will be taxable to the shareholders as ordinary dividends to the extent of
the Series' current and accumulated earnings and profits. Such distributions
generally will be eligible for the dividends-received deduction in the case
of corporate shareholders.

Excise Tax on Regulated Investment Companies

A 4% non-deductible excise tax is imposed on a regulated investment company
that fails to distribute in each calendar year an amount equal to 98% of
ordinary taxable income for the calendar year and 98% of capital gain net
income for the one-year period ended on October 31 of such calendar year (or,
at the election of a regulated investment company having a taxable year
ending November 30 or December 31, for its taxable year (taxable year
election)). Tax-exempt interest on municipal obligations is not subject to
the excise tax. The balance of such income must be distributed during the
next calendar year. For the foregoing purposes, a regulated investment
company is treated as having distributed any amount on which it is subject to
income tax for any taxable year ending in such calendar year.

For purposes of the excise tax, a regulated investment company shall: (1)
reduce its capital gain net income (but not below its net capital gain) by
the amount of any net ordinary loss for the calendar year; and (2) exclude
foreign currency gains and losses from Section 988 transactions incurred
after October 31 of any year (or after the end of its taxable year if it has
made a taxable year election) in determining the amount of ordinary taxable
income for the current calendar year (and, instead, include such gains and
losses in determining ordinary taxable income for the succeeding calendar
year).

Each Series intends to make sufficient distributions or deemed distributions
of its ordinary taxable income and capital gain net income prior to the end
of each calendar year to avoid liability for the excise tax. However,
investors should note that a Series may in certain circumstances be required
to liquidate portfolio investments to make sufficient distributions to avoid
excise tax liability.

Fund Distributions

Each Series anticipates distributing substantially all of its investment
company taxable income for each taxable year. Depending on a Series'
investments, distributions may be treated as a net capital gain dividend, an
ordinary income dividend, a U.S. Government interest dividend, a qualifying
dividend, or an exempt interest dividend. Dividends paid on Select Class and
Adviser Class shares are calculated at the same time and in the same manner.
In general, dividends on Adviser Class shares are expected to be lower than
those on Select Class shares due to the higher distribution expenses borne by
the Adviser Class shares. Dividends may also differ between classes as a
result of differences in other class specific expenses.

Each Series may either retain or distribute to shareholders its net capital
gain for each taxable year. Each Series currently intends to distribute any
such amounts. If net capital gain is distributed and designated as a capital
gain dividend, it will be taxable to shareholders as long-term capital gain,
regardless of the length of time the shareholder has held his shares or
whether such gain was recognized by the Series prior to the date on which the
shareholder acquired his shares. The Code provides, however, that under
certain conditions only 50% of the capital gain recognized upon the Series'
disposition of domestic "small business" stock will be subject to tax.

Conversely, if a Series elects to retain its net capital gain, the Series
will be taxed thereon (except to the extent of any available capital loss
carryovers) at the 35% corporate tax rate. If the Series elects to retain its
net capital gain, it is expected that the Series also will elect to have
shareholders of record on the last day of its taxable year treated as if each
received a distribution of his pro rata share of such gain, with the result
that each shareholder will be required to report his pro rata share of such
gain on his tax return as long-term capital gain, will receive a refundable
tax credit for his pro rata share of tax paid by the Series on the gain, and
will increase the tax basis for his shares by an amount equal to the deemed
distribution less the tax credit.

Ordinary income dividends paid by a Series with respect to a taxable year may
qualify for the dividends-received deduction generally available to
corporations (other than corporations, such as S corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and
the personal holding company tax) to the extent of the amount of qualifying
dividends received by a Series from domestic corporations for the taxable
year and if the shareholder meets eligibility requirements in the Code.
Generally, substantially all of the dividends paid by Growth and Income, and
to a lesser degree, by Aetna Series, Growth, and Small Company, will qualify
for the dividends-received deduction. A dividend received by a Series will
not be treated as a qualifying dividend (1) if it has been received with
respect to any share of stock that the Series has held for less than 46 days
(91 days in the case of certain preferred stock), excluding for this purpose
under the rules of Code Section 246(c)(3) and (4): (i) any day more than 45
days (or 90 days in the case of certain preferred stock) after the date on
which the stock becomes ex-dividend and (ii) any period during which the
Series has an option to sell, is under a contractual obligation to sell, has
made and not closed a short sale of substantially identical stock or
securities, is the grantor of a deep-in-the-money or otherwise nonqualified
option to buy substantially identical stock or securities, or has otherwise
diminished its risk of loss by holding other positions with respect to such
(or substantially identical) stock; (2) to the extent that the Series is
under an obligation (pursuant to a short sale or otherwise) to make related
payments with respect to positions in substantially similar or related
property; or (3) to the extent the stock on which the dividend is paid is
treated as debt-financed under the rules of Code Section 246A. Moreover, the
dividends-received deduction for a corporate shareholder may be disallowed or
reduced (1) if the corporate shareholder fails to satisfy the foregoing
requirements with respect to its shares of the Series or (2) by application
of Code Section 246(b) which in general limits the dividends-received
deduction.

27
<PAGE>

Alternative minimum tax (AMT) is imposed in addition to, but only to the
extent it exceeds, the regular tax and is computed at a maximum marginal rate
of 28% for noncorporate taxpayers and 20% for corporate taxpayers on the
excess of the taxpayer's alternative minimum taxable income (AMTI) over an
exemption amount. In addition, under the Superfund Amendments and
Reauthorization Act of 1986, a tax is imposed for taxable years beginning
after 1986 and before 1996 at the rate of 0.12% on the excess of a corporate
taxpayer's AMTI (determined without regard to the deduction for that tax and
the AMT net operating loss deduction) over $2 million. The corporate
dividends-received deduction is not itself an item of tax preference that
must be added back to taxable income or is otherwise disallowed in
determining a corporation's AMTI for these purposes. However, corporate
shareholders will generally be required to take the full amount of any
dividend received from a Series into account (without a dividends-received
deduction) in determining its adjusted current earnings, which are used in
computing an additional corporate preference item (i.e., 75% of the excess of
a corporate taxpayer's adjusted current earnings over its AMTI (determined
without regard to this item and the AMT net operating loss deduction))
includable in AMTI.

Investment income that may be received by a Series from sources within
foreign countries may be subject to foreign taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle a Series to a reduced rate of, or exemption from, taxes on such
income. It is impossible to determine the effective rate of foreign tax in
advance since the amount of a Series' assets to be invested in various
countries is not known. International Growth anticipates investing
substantially in foreign securities. If more than 50% of the value of a
Series' total assets at the close of its taxable year consist of the stock or
securities of foreign corporations, the Series may elect to "pass through" to
Series shareholders the amount of foreign taxes paid by the Series. If the
Series so elects, each shareholder would be required to include in gross
income, even though not actually received, his pro rata share of the foreign
taxes paid by the Series, but would be treated as having paid his pro rata
share of such foreign taxes and would therefore be allowed to either deduct
such amount in computing taxable income or use such amount (subject to
various Code limitations) as a foreign tax credit against federal income tax
(but not both). For purposes of the foreign tax credit limitation rules of
the Code, each shareholder would treat as foreign source income his pro rata
share of such foreign taxes plus the portion of dividends received
representing income derived from foreign sources. No deduction for foreign
taxes could be claimed by an individual shareholder who does not itemize
deductions. Each shareholder should consult his own tax adviser regarding the
potential application of foreign tax credits.

Distributions by a Series that do not constitute ordinary income dividends,
exempt-interest dividends or capital gain dividends will be treated as a
return of capital to the extent of (and in reduction of) the shareholder's
tax basis in his shares; any excess will be treated as gain from the sale of
his shares, as discussed below.

Distributions by a Series will be treated in the manner described above
regardless of whether such distributions are paid in cash or reinvested in
additional shares of the Series (or of another Series). Shareholders
receiving a distribution in the form of additional shares will be treated as
receiving a distribution in an amount equal to the fair market value of the
shares received, determined as of the reinvestment date. In addition, if the
net asset value at the time a shareholder purchases shares reflects
undistributed net investment income or recognized capital gain net income, or
unrealized appreciation in the value of the assets of the Series,
distributions of such amounts will be taxable to the shareholder in the
manner described above, although such distributions economically constitute a
return of capital to the shareholder.

Ordinarily, shareholders are required to take distributions by a Series into
account in the year in which the distributions are made. However, dividends
declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to
have been received by the shareholders (and made by a Series) on December 31
of such calendar year if such dividends are actually paid in January of the
following year. Shareholders will be advised annually as to the U.S. federal
income tax consequences of distributions made (or deemed made) during the
year.

Each Series will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of ordinary income dividends and capital gain dividends,
and the proceeds of redemption of shares, paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all,
(2) who is subject to backup withholding by the IRS for failure to report the
receipt of interest or dividend income properly, or (3) who has failed to
certify that it is not subject to backup withholding or that it is a
corporation or other "exempt recipient."

Sale or Redemption of Shares

Money Market seeks to maintain a stable net asset value of $1.00 per share;
however, there can be no assurance that Money Market will do this. A
shareholder will recognize gain or loss on the sale or redemption of shares
of a Series in an amount equal to the difference between the proceeds of the
sale or redemption and the shareholder's adjusted tax basis in the shares
(even if the gain is attributable to a dividend that would otherwise be
received tax-free by the shareholder). All or a portion of any loss so
recognized may be disallowed if the shareholder purchases other shares of the
Series within 30 days before or after the sale or redemption. In general, any
gain or loss arising from (or treated as arising from) the sale or redemption
of shares will be considered capital gain or loss and will be long-term
capital gain or loss if the shares were held for longer than one year.
However, any capital loss arising from the sale or redemption of shares held,
or deemed under Code rules to be held, for six months or less will be
disallowed to the extent of the amount of exempt-interest dividends received
on such shares and (to the extent not disallowed) will be treated as a
long-term capital loss to the extent of the amount of capital gain dividends
received on such shares.

28
<PAGE>

Foreign Shareholders

Taxation of a shareholder who, as to the United States, is a nonresident
alien individual, foreign trust or estate, foreign corporation, or foreign
partnership (foreign shareholder), depends on whether the income from a
Series is "effectively connected" with a U.S. trade or business carried on by
such shareholder.

If the income from a Series is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, ordinary income dividends paid
to a foreign shareholder will be subject to U.S. withholding tax at the rate
of 30% (or lower treaty rate) upon the gross amount of the dividend.
Furthermore, such a foreign shareholder may be subject to U.S. withholding
tax at the rate of 30% (or lower treaty rate) on the gross income resulting
from the Series' election to treat any foreign taxes paid by it as paid by
its shareholders, but may not be allowed a deduction against this gross
income or a credit against this U.S. withholding tax for the foreign
shareholder's pro rata share of such foreign taxes which it is treated as
having paid. Such a foreign shareholder would generally be exempt from U.S.
federal income tax on gains realized on the sale of shares of the Series,
capital gain dividends and exempt-interest dividends and amounts retained by
the Series that are designated as undistributed capital gains.

If the income from a Series is effectively connected with a U.S. trade or
business carried on by a foreign shareholder, then ordinary income dividends,
capital gain dividends, and any gains realized upon the sale of shares of the
Series will be subject to U.S. federal income tax at the rates applicable to
U.S. citizens or domestic corporations.

In the case of foreign noncorporate shareholders, a Series may be required to
withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding tax (or taxable at a reduced treaty rate)
unless such shareholders furnish the Series with proper notification of their
foreign status.

The tax consequences to a foreign shareholder entitled to claim the benefits
of an applicable tax treaty may be different from those described herein.
Foreign shareholders are urged to consult their own tax advisers with respect
to the particular tax consequences to them of an investment in a Series,
including the applicability of foreign taxes.

Effect of Future Legislation; Local Tax Considerations

The foregoing general discussion of U.S. federal income tax consequences is
based on the Code and the Treasury Regulations issued thereunder as in effect
on the date of this Statement. Future legislative or administrative changes
or court decisions may significantly change the conclusions expressed herein,
and any such changes or decisions may have a retroactive effect with respect
to the transactions contemplated herein.

Rules of state and local taxation of ordinary income dividends,
exempt-interest dividends and capital gain dividends from regulated
investment companies often differ from the rules for U.S. federal income
taxation described above. Shareholders are urged to consult their tax
advisers as to the consequences of these and other state and local tax rules
affecting their investment.

PERFORMANCE INFORMATION

Performance information for each class of shares including the yield and
effective yield of Money Market, the yield of Bond and Government, and the
total return of all Series, may appear in reports or promotional literature
to current or prospective shareholders.

Money Market Fund Yields

Current yield for Money Market will be computed by determining the net
change, exclusive of capital changes, at the beginning of a seven-day period
in the value of a hypothetical investment of one share, subtracting any
deductions from shareholder accounts, and dividing the difference by the
value of the hypothetical investment at the beginning of the base period to
obtain the base period return. This base period return is then multiplied by
(365/7) with the resulting yield figure carried to at least the nearest
hundredth of one percent. Calculation of "effective yield" begins with the
same "base period return" used in the calculation of yield, which is then
annualized to reflect weekly compounding pursuant to the following formula:

Effective Yield = [(Base Period Return + 1)(365/7)] - 1

The yield and effective yield for Money Market for the seven days ended
October 31, 1996 were % and %, respectively.

30-Day Yield for Non-Money Market Funds

Quotations of yield for Bond and Government will be based on all investment
income per share earned during a particular 30-day period, less expenses
accrued during the period (net investment income), and will be computed by
dividing net investment income by the value of a share on the last day of the
period, according to the following formula:

YIELD = 2[(a - b + 1)(6) - 1]
-------------------------------------
cd

29
<PAGE>

Where:

a = dividends and interest earned during the period
b = the expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period
d = the maximum offering price per share on the last day of the period

The yield for Bond for the 30-day period ended October 31, 1996 was % for
the Select Class, and % for the Adviser Class. The yield for Government for
the 30-day period ended October 31, 1996 was % for the Select Class, and
% for the Adviser Class.

Average Annual Total Return For Non-Money Market Funds

Quotations of average annual total return for any Series will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in a Series over a period of one, five and ten years (or, if less,
up to the life of the Series), calculated pursuant to the formula:

P(1 + T)(n) = ERV

Where:

P = a hypothetical initial payment of $1,000

T = an average annual total return

n = the number of years

ERV = the ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5, or 10 year period at the end of the 1, 5, or 10
year period (or fractional portion thereof)

Performance information for a Series may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index (S&P
500), Shearson Lehman Aggregate Bond Index, Dow Jones Industrial Average
(DJIA), or other indices that measure performance of a pertinent group of
securities widely regarded by investors as representative of the securities
markets in general; (ii) other groups of investment companies tracked by
Lipper Analytical Services, a widely used independent research firm which
ranks mutual funds and other investment companies by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons who rank such investment companies on overall
performance of other criteria; (iii) the Consumer Price Index (measure for
inflation) to assess the real rate of return from an investment in a Series;
(iv) the Morgan Stanley Capital International Europe, Australia, Far East
(EAFE) Index and (v) the Morgan Stanley Capital International Far East Free
(FEF ex. Japan) Index.

The Fund may also from time to time include in such advertising a total
return figure that is not calculated according to the formula set forth above
in order to compare more accurately the performance of a Series with other
measures of investment return. For example: Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.

Total Return Quotations as of October 31, 1996:

Select Class
1 Year Since Inception Inception Date
Money Market % % 1/1/92
Government % % 1/1/94
Bond % % 1/1/92
Aetna Series % % 1/1/92
Growth and Income % % 1/1/92
Growth % % 1/1/94
Small Company % % 1/1/94
International Growth % % 1/1/92
Ascent % % 1/4/95
Crossroads % % 1/4/95
Legacy % % 1/4/95
Adviser Class
1 Year Since Inception Inception Date
Money Market % % 4/15/94
Government % % 4/15/94
Bond % % 4/15/94
Aetna Series % % 4/15/94
Growth and Income % % 4/15/94
Growth % % 4/15/94
Small Company % % 4/15/94
International Growth % % 4/15/94

30
<PAGE>

All figures are based on actual investment performance. Performance figures
for the Adviser Class shares reflect the deduction of the maximum contingent
deferred sales charge of 1%, assuming shares were redeemed at the end of the
period.

From time to time sales materials and advertisements may include discussions
which compare the cost of borrowing a specific amount of money at a given
loan rate over a set period of time to the cost of a monthly investment
program, over the same time period, which earns the same rate of return. The
comparison may involve historical rates of return on a given index, or may
involve performance of any of the Series. In addition, the value of a college
education may be expressed in sales and advertising materials as a comparison
of salaries between college graduates and non-college graduates.

31
<PAGE>
FINANCIAL STATEMENTS

Financial Statements for Aetna Series Fund, Inc., are incorporated herein by
reference to the Annual Report dated October 31, 1996. The Annual Report is
available upon request and without charge by calling 1-800-367-7732 or by
writing to Aetna Series Fund, Inc., at 151 Farmington Avenue, Hartford,
Connecticut 06156-8962.

32
<PAGE>

Aetna Series Fund, Inc.

Statement of Additional Information

ASF(S)-1 March 1997

<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:
Audited financial statements as of October 31, 1996, which include
the following:
Statement of Assets and Liabilities as of October 31, 1996
Statement of Operations for the year ended October 31,
1996
Statement of changes in Net Assets for the years ended
October 31, 1996 and December 29, 1995
Notes to Financial Statements
Portfolio of Investments
Independent Auditors' Report

(b) Exhibits:

(1)(a) Articles of Incorporation (June 17, 1991),
including Articles Supplementary (September 21,
1993, October 22, 1993, September 16, 1994)(1)
(1)(b) Articles of Amendment/Supplementary (September
16, 1996, October 10, 1996, October 10, 1996)(2)
(2) By-laws (as amended September 13, 1994)(1)
(3) Not applicable
(4) Instruments Defining Rights of Holders (set forth
in the Articles of Incorporation)(1)
(5)(a) Form of Investment Advisory Agreement
(5)(b) Form of Subadvisory Agreement
(6)(a) Underwriting Agreement between the Registrant and
ALIAC(1)
(6)(b) Dealer Agreement between ALIAC and Aetna
Investment Services, Inc. (February 8, 1994)(1)
(7) Not applicable
(8)(a)(1) Custodian Agreement - Mellon Bank, N.A.(1)
(8)(a)(2) Amendments to Custodian Agreement - Mellon Bank,
N.A.(1)
(8)(a)(3) Amendment to Custodian Agreement - Mellon Bank,
N.A. (October 11, 1996)(3)
(8)(a)(4) Custodian Agreement - Brown Brothers Harriman &
Company (International Growth Portfolio) (4)
(9)(a) Form of Administrative Services Agreement(1)
(9)(b) License Agreement(1)
(10)(a) Opinion of Counsel(5)
(10)(b) Consent of Counsel
(11) Consent of Independent Auditors*
<PAGE>
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15)(a) Distribution Plan(1)
(15)(b) Form of Shareholder Services Plan(1)
(16) Schedule for Computation of Performance Data(6)
(17) (See Exhibit No. 27)
(18) Power of Attorney(7)
(27) Financial Data Schedule*

* To Be Filed by Amendment

1. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-1A (File No. 33-85620), as filed electronically with
the Securities and Exchange Commission on June 28, 1995.
2. Incorporated herein by reference to Post-Effective Amendment No. 17 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on December __,
1996.
3. Incorporated herein by reference to Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on December 10,
1996.
4. Incorporated by reference to the Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on September 20,
1996.
5. Incorporated by reference to Registrant's Rule 24f-2 notice filed with the
Securities and Exchange Commission on December 29, 1995.
6. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-1A (File No. 33-85620), as filed electronically with
the Securities and Exchange Commission on February 29, 1996.
7. Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically with the Securities and Exchange Commission on September 9,
1996.

<PAGE>

Item 25. Persons Controlled by or Under Common Control

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 26 of
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File
No. 333-01107), as filed electronically with the Securities and Exchange
Commission on August 2, 1996.

Item 26. Number of Holders of Securities

(1) Title of Class (2) Number of Record Holders

Select Class Adviser Class
Money Market 6,230 6,060
Government 91 77
Bond 1,042 136
Aetna Fund 2,155 615
Growth and Income 1,782 1,321
Growth 548 1,290
Small Company 422 1,044
International Growth 1,083 661
Ascent 4 0
Crossroads 4 0
Legacy 4 0

Item 27. Indemnification

Article 9, Section (d) of the Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit 24(b)(1) to Registration Statement
on Form N-1A (File No. 33-85620), as filed electronically on June 28, 1995,
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 October, 1997.

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 was 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.

<PAGE>

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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
- ---- with Investment Adviser Since Oct. 31, 1994/Addresses*/**
----------------------- ---------------------------------

- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Daniel P. Kearney Director, President and, President (since December 1995) -- Aetna
Executive Officer Retirement Services, Inc.; President (since
December 1993) -- Aetna Life Insurance and
Annuity Company; Executive Vice President
(since December 1993) within the Aetna
organization; Director, (since 1992) MBIA,
Inc.

Christopher J. Burns Director and Senior Vice Director: Aetna Financial Services, Inc.
President (since January 1996) and Aetna Investment
Services, Inc. (since July 1992); and
President, Chief Operations officer (since
November 1996) -- Aetna Investment Services,
Inc.

Laura R. Estes Director and Senior Vice President Senior Vice President, (March 1991 -
Present) -- Aetna Life Insurance and Annuity
Company; and President, Chief Operations
Officer (since November 1996) -- Aetna
Investment Services, Inc.

Timothy A. Holt Director, Senior Vice President Senior Vice President and Chief Financial
and Chief Financial Officer Officer, (since February 1996) -- Aetna Life
Insurance and Annuity Company; Vice
President (August 1991 - February 1996)
within the Aetna organization.

Gail P. Johnson Director and Vice President Vice President (December 1992 - Present) --
Aetna Life Insurance and Annuity Company.
</TABLE>

<PAGE>

- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John Y. Kim Director and Senior Vice President President (since December 1995) -- Aeltus
Investment Management, Inc.; Chief
Investment Officer (since May 1994) within
the Aetna organization.

Shaun P. Mathews Director and Vice President Vice President (since February 1996), Senior
Vice President (March 1991 - Present) --
Aetna Life Insurance and Annuity Company;
Director: Aetna Investment Services, Inc.
(since July 1993) and Aetna Insurance
Company of America (since February 1993).

Glen Salow Director and Vice President Vice President (1992 - 1995) -- Aetna Life
Insurance and Annuity Company.

Creed R. Terry Director and Vice President Vice President (since February 1996), Market
Strategist (August 1995 - February 1996) --
Aetna Life Insurance and Annuity Company;
President, (1991 - 1995) Chemical Technology
Corporation (a subsidiary of Chemical Bank).

Kirk P. Wickman Vice President, General Counsel Vice President and Counsel within the Aetna
and Secretary Organization (September 1992 - Present).

Deborah Koltenuk Vice President and Treasurer, Vice President, Investment Planning and
Corporate Controller Financial Reporting (April 1996 to July
1996) -- Aetna Life Insurance Company;
Vice President, Investment Planning and
Financial Reporting (October 1994 to April
1996) within the Aetna organization;
Assistant Vice President, Finance and
Administration (June 1994 to October 1994)
within the Aetna organization.

Frederick D. Kelsven Vice President and Chief Director of Compliance (January 1985 to
Compliance Officer September 1996) -- Nationwide Life Insurance
Company
</TABLE>

<PAGE>

* 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.

For information regarding Aeltus Investment Management, Inc. ("Aeltus"), the
subadviser for each Series of the Fund, reference is hereby made to "Management"
in the Prospectus. For information as to the business, profession, vocation or
employment of a substantial nature of each of the officers and directors of
Aeltus, reference is hereby made to the current Form ADV of Aeltus filed under
the Investment Advisers Act of 1940, incorporated herein by reference and the
file number of which is 801-9046.

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 Income Shares, Aetna
Investment Advisers Fund, Inc., Aetna Generation Portfolios,
Inc., Aetna GET Fund, and Aetna Variable Portfolios, Inc.
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:

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
- ----------------- -------------------------- ---------------

<S> <C> <C>
Daniel P. Kearney Director and President Director

Timothy A. Holt Director, Senior Vice President and Chief Director
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
</TABLE>

<PAGE>

<S> <C> <C>
Glen Salow Director and Vice President

Creed R. Terry Director and Vice President

Kirk P. Wickman Vice President, General Counsel and Secretary

Deborah Koltenuk Vice President and Treasurer, Corporate
Controller

Frederick D. Kelsven Vice President and Chief Compliance Officer
</TABLE>

*The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.

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, except shareholder records, at its principal offices at
151 Farmington Avenue, Hartford, Connecticut 06156.

Shareholder records are maintained by the transfer agent, Firstar
Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin
53261

Item 31. Management Services

Not applicable.

Item 32. Undertakings

The Registrant undertakes that if requested by the holders of at
least 10% of a Fund's outstanding shares, the Registrant will hold
a shareholder meeting for the purpose of voting on the removal of
one or more Directors and will assist with communication
concerning that shareholder meeting as if Section 16(c) of the
Investment Company Act of 1940 applied.

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 Series Fund, Inc. has duly caused this Post-Effective Amendment No. 4 to
the Registration Statement its behalf by the undersigned, thereto duly
authorized, in the City of Hartford and State of Connecticut on the 17th day of
December 1996.

AETNA SERIES FUND, 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 December 17, 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

<PAGE>

Corine T. Norgaard* Director
- ------------------------------------------
Corine T. Norgaard

Richard G. Scheide* Director
- ------------------------------------------
Richard G. Scheide

J. Scott Fox* Vice President and Treasurer
- ------------------------------------------ (Principal Financial and
J. Scott Fox Accounting Officer)

By: /s/Susan E. Bryant
---------------------------
*
Attorney-in-Fact

<PAGE>

Aetna Series Fund, Inc.
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
----------- ------- ----

<S> <C> <C>
99-B.1(a) Articles of Incorporation (June 17, 1991), including Articles Supplementary *
(September 21, 1993, October 22, 1993, September 16, 1994)

99-B.1(b) Articles Supplementary (September 16, 1996, October 10, 1996 October 10, *
1996)

99-B.2 By-laws (as amended September 13, 1994) *

99-B.4 Instruments Defining Rights of Holders (set forth in the Articles of *
Incorporation)

99-B.5(a) Form of Investment Advisory Agreement
--------------

99-B.5(b) Form of Subadvisory Agreement
--------------

99-B.6(a) Underwriting Agreement between the Company and ALIAC *

99-B.6(b) Dealer Agreement between ALIAC and Aetna Investment Services, Inc. (February *
8, 1994)

99-B.8(a)(1) Custodian Agreement - Mellon Bank, N.A. *

99-B.8(a)(2) Amendments to Custodian Agreement - Mellon Bank, N.A. *

99-B.8(a)(3) Amendments to Custodian Agreement - Mellon Bank, N.A. (October 11, 1996) *

99-B.8(a)(4) Custodian Agreement - Brown Brothers Harriman & Company (International *
Growth Portfolio)

99-B.9(a) Form of Administrative Services Agreement *

99-B.9(b) License Agreement *

99-B.10(a) Opinion of Counsel *
</TABLE>

*Incorporated by reference

<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
----------- ------- ----

<S> <C> <C>
99-B.10(b) Consent of Counsel
--------------

99-B.11 Consent of Independent Auditors **

99-B.15(a) Distribution Plan *

99-B.15(b) Form of Shareholder Services Plan *

99-B.16 Schedule for Computation of Performance Data *

99-B.17 See Exhibit 27 below *

99-B.18 Power of Attorney *

99-B.27 Financial Data Schedule **
</TABLE>

*Incorporated by reference
**To be filed by Amendment

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made by and between AETNA LIFE INSURANCE AND ANNUITY COMPANY,
a Connecticut corporation (the "Adviser") and AETNA SERIES FUNDS, INC., a
Maryland corporation (the "Fund"), on behalf of its AETNA ASCENT series (the
"Series"), as of the date set forth below the parties' signatures.

W I T N E S S E T H

WHEREAS, the Fund is registered with the Securities and Exchange Commission (the
"Commission") as an open-end, diversified, management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Fund has established the Series; and

WHEREAS, the Adviser is registered with the Commission as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
is in the business of acting as an investment adviser; and

WHEREAS, the Fund, on behalf of the Series, and the Adviser desire to enter into
an agreement to provide for investment advisory and management services for the
Series on the terms and conditions hereinafter set forth;

NOW THEREFORE, the parties agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

Subject to the terms and conditions of this Agreement and the policies and
control of the Fund's Board of Directors (the "Board"), the Fund, on behalf of
the Series, hereby appoints the Adviser to serve as the investment adviser to
the Series, to provide the investment advisory services set forth below in
Section II. The Adviser agrees that, except as required to carry out its duties
under this Agreement or otherwise expressly authorized, it is acting as an
independent contractor and not as an agent of the Series and has no authority to
act for or represent the Series in any way.

II. DUTIES OF THE ADVISER

In carrying out the terms of this Agreement, the Adviser shall do the following:

1. supervise all aspects of the operations of the Series;

2. select the securities to be purchased, sold or exchanged by
the Series or otherwise represented in the Series' investment
portfolio, place trades for all such securities and regularly
report thereon to the Board;
<PAGE>

3. formulate and implement continuing programs for the purchase
and sale of securities and regularly report thereon to the
Board;

4. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally, the Series, securities held by or under
consideration for the Series, or the issuers of those
securities;

5. provide economic research and securities analyses as the
Adviser considers necessary or advisable in connection with
the Adviser's performance of its duties hereunder;

6. obtain the services of, contract with, and provide
instructions to custodians and/or subcustodians of the Series'
securities, transfer agents, dividend paying agents, pricing
services and other service providers as are necessary to carry
out the terms of this Agreement;

7. prepare financial and performance reports, calculate and
report daily net asset values, and prepare any other financial
data or reports, as the Adviser from time to time, deems
necessary or as are requested by the Board; and

8. take any other actions which appear to the Adviser and the
Board necessary to carry into effect the purposes of this
Agreement.

III. REPRESENTATIONS AND WARRANTIES

A. Representations and Warranties of the Adviser

Adviser hereby represents and warrants to the Fund as follows:

1. Due Incorporation and Organization. The Adviser is
duly organized and is in good standing under the laws
of the State of Connecticut and is fully authorized
to enter into this Agreement and carry out its duties
and obligations hereunder.

2. Registration. The Adviser is registered as an
investment adviser with the Securities and Exchange
Commission ("the Commission") under the Advisers Act,
and is registered or licensed as an investment
adviser under the laws of all jurisdictions in which
its activities require it to be so registered or
licensed. The Adviser shall maintain such
registration or license in effect at all times during
the term of this Agreement.

3. Best Efforts. The Adviser at all times shall provide
its best judgment and effort to the Series in
carrying out its obligations hereunder.

-2-
<PAGE>

B. Representations and Warranties of the Series and the Fund,

The Fund, on behalf of the Series, hereby represents and warrants to
the Adviser as follows:

1. Due Incorporation and Organization. The Fund has been
duly incorporated under the laws of the State of
Maryland and it is authorized to enter into this
Agreement and carry out its obligations hereunder.

2. Registration. The Fund is registered as an investment
company with the Commission under the 1940 Act and
shares of the Series are registered or qualified for
offer and sale to the public under the Securities Act
of 1933, as amended (the "1933 Act") and all
applicable state securities laws. Such registrations
or qualifications will be kept in effect during the
term of this Agreement.

IV. DELEGATION OF RESPONSIBILITIES

A. Appointment of Subadviser

Subject to the approval of the Board and the shareholders of the
Series, the Adviser may enter into a Subadvisory Agreement to engage a
subadviser (the "Subadviser") to the Adviser with respect to the
Series.

B. Duties of Subadviser

Under a Subadvisory Agreement, the Subadviser may be delegated some or
all of the following duties of the Adviser:

1. determine which securities from which issuers shall
be purchased, sold or exchanged by the Series or
otherwise represented in the Series' investment
portfolio, place trades for all such securities and
regularly report thereon to the Board;

2. formulate and implement continuing programs for the
purchase and sale of the securities of such issuers
and regularly report thereon to the Board;

3. obtain and evaluate pertinent information about
significant developments and economic, statistical
and financial data, domestic, foreign or otherwise,
whether affecting the economy generally, the Series,
securities held by or under consideration for the
Series, or the issuers of those securities;

4. provide economic research and securities analyses as
the Adviser considers necessary or advisable in
connection with the Adviser's performance of its
duties hereunder;

-3-
<PAGE>

5. give instructions to the custodian and/or
sub-custodian of the Series appointed by the Board,
as to deliveries of securities, transfers of
currencies and payments of cash for the Series as
required to carry out the investment activities of
the Series, in relation to the matters contemplated
by this Agreement; and

6. provide such financial support, administrative
services and other duties as the Adviser deems
necessary and appropriate.

C. Duties of the Adviser

In the event the Adviser delegates certain responsibilities hereunder
to a Subadviser, the Adviser shall, among other things:

1. monitor the investment program maintained by the
Subadviser for the Series and the Subadviser's
compliance program to ensure that the Series' assets
are invested in compliance with the Subadvisory
Agreement and the Series' investment objectives and
policies as adopted by the Board and described in the
most current effective amendment of the registration
statement for the Series, as filed with the
Commission under the Securities Act of 1933, as
amended, and the 1940 Act ("Registration Statement");

2. review all data and financial reports prepared by the
Subadviser to assure that they are in compliance with
applicable requirements and meet the provisions of
applicable laws and regulations;

3. establish and maintain regular communications with
the Subadviser to share information it obtains with
the Subadviser concerning the effect of developments
and data on the investment program maintained by the
Subadviser; and

4. oversee all matters relating to the offer and sale of
the Series' shares, the Fund's corporate governance,
reports to the Board, contracts with all third
parties on behalf of the Series for services to the
Series, reports to regulatory authorities and
compliance with all applicable rules and regulations
affecting the Series' operations.

V. BROKER-DEALER RELATIONSHIPS

A. Series Trades

The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the Series with brokers
or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best
efforts to seek to execute portfolio transactions at prices that are
advantageous to the Series and at commission rates that are reasonable
in relation to the benefits received.

-4-

<PAGE>

B. Selection of Broker-Dealers

In selecting broker-dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Series and/or the
other accounts over which the Adviser or its affiliates exercise
investment discretion. The Adviser may also select brokers or dealers
to effect transactions for the Series who provide payment for expenses
of the Series. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services or expenses, a commission
for executing a portfolio transaction for the Series that is in excess
of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Adviser determines in good faith
that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or
dealer and is paid in compliance with Section 28(e) or other rules and
regulations of the Commission. This determination may be viewed in
terms of either that particular transaction or the overall
responsibilities that the Adviser and its affiliates have with respect
to accounts over which they exercise investment discretion. The Board
shall periodically review the commissions paid by the Series to
determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits received.

VI. CONTROL BY THE BOARD

Any investment program undertaken by the Adviser pursuant to this Agreement, as
well as any other activities undertaken by the Adviser on behalf of the Series
pursuant thereto, shall at all times be subject to any directives of the Board.

VII. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Adviser shall at all
times conform to:

1. all applicable provisions of the 1940 Act;

2. the provisions of the registration statement of the Fund, as
the same may be amended from time to time, under the 1933 Act
and the 1940 Act;

3. the provisions of the Fund's Articles of Incorporation, as
amended;

4. the provisions of the Bylaws of the Fund, as amended; and

5. any other applicable provisions of state and federal law.

-5-

<PAGE>

VIII. COMPENSATION

For the services to be rendered, the facilities furnished and the expenses
assumed by the Adviser, the Fund, on behalf of the Series, shall pay to the
Adviser an annual fee, payable monthly, based upon the following average daily
net assets of the Series:

Rate Assets

Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of the annual advisory fee
applied to the daily net assets of the Series. If this Agreement becomes
effective subsequent to the first day of a month or terminates before the last
day of a month, compensation for that part of the month this Agreement is in
effect shall be prorated in a manner consistent with the calculation of the fees
set forth above. Subject to the provisions of Section X hereof, payment of the
Adviser's compensation for the preceding month shall be made as promptly as
possible. For so long as a Subadvisory Agreement is in effect, the Series
acknowledges on behalf of the Series that the Adviser will pay to the
Subadviser, as compensation for acting as Subadviser to the Series, the fees
specified in the Subadvisory Agreement.

IX. EXPENSES

The expenses in connection with the management of the Series shall be allocated
between the Series and the Adviser as follows:

A. Expenses of the Adviser

The Adviser shall pay:

1. the salaries, employment benefits and other related
costs and expenses of those of its personnel engaged
in providing investment advice to the Series,
including without limitation, office space, office
equipment, telephone and postage costs;

2. all fees and expenses of all directors, officers and
employees, if any, of the Fund who are employees of
the Adviser or an affiliated entity, including any
salaries and employment benefits payable to those
persons;

B. Expenses of the Series

The Series shall pay:

1. investment advisory fees pursuant to this Agreement;

-6-
<PAGE>

2. brokers' commissions, issue and transfer taxes or
other transaction fees payable in connection with any
transactions in the securities in the Series'
investment portfolio or other investment transactions
incurred in managing the Series' assets, including
portions of commissions that may be paid to reflect
brokerage research services provided to the Adviser;

3. fees and expenses of the Series' independent
accountants and legal counsel and the independent
Directors' legal counsel;

4. fees and expenses of any administrator, transfer
agent, custodian, dividend, accounting, pricing or
disbursing agent of the Series;

5. interest and taxes;

6. fees and expenses of any membership in the Investment
Company Institute or any similar organization in
which the Board deems it advisable for the Fund to
maintain membership;

7. insurance premiums on property or personnel
(including officers and directors) of the Fund which
benefit the Series;

8. all fees and expenses of the Company's directors, who
are not "interested persons" (as defined in the 1940
Act) of the Fund or the Adviser;

9. expenses of preparing, printing and distributing
proxies, proxy statements, prospectuses and reports
to shareholders of the Series, except for those
expenses paid by third parties in connection with the
distribution of Series shares and all costs and
expenses of shareholders' meetings;

10. all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in
shares of the Series or in cash;

11. costs and expenses of promoting the sale of shares in
the Series, including preparing prospectuses and
reports to shareholders of the Series, provided,
nothing in this Agreement shall prevent the charging
of such costs to third parties involved in the
distribution and sale of Series shares;

12. fees payable by the Series to the Commission or to
any state securities regulator or other regulatory
authority for the registration of shares of the
Series in any state or territory of the United States
or of the District of Columbia;

13. all costs attributable to investor services,
administering shareholder accounts and handling
shareholder relations, (including, without
limitation, telephone and personnel expenses), which
costs may also be charged to third parties by the
Adviser; and

-7-

<PAGE>

14. any other ordinary, routine expenses incurred in the
management of the Series' assets, and any
nonrecurring or extraordinary expenses, including
organizational expenses, litigation affecting the
Series and any indemnification by the Fund of its
officers, directors or agents.

X. EXPENSE LIMITATION

If, for any fiscal year, the total of all ordinary business expenses payable by
the Series, including all investment advisory fees but excluding brokerage
commissions, distribution fees, taxes, interest and extraordinary expenses and
certain other excludable expenses, would exceed the most restrictive expense
limits imposed by any statute or regulatory authority of any jurisdiction in
which shares of the Series are offered for sale (unless a waiver is obtained),
the Adviser shall reduce its advisory fee to the extent necessary to meet such
expense limit, but the Adviser will not be required to reimburse the Series for
any ordinary business expenses which exceed the amount of its advisory fee for
such fiscal year. The amount of any such reduction is to be borne by the Adviser
and shall be deducted from the monthly advisory fee otherwise payable to the
Adviser during such fiscal year. For the purposes of this paragraph, the term
"fiscal year" shall exclude the portion of the current fiscal year which shall
have elapsed prior to the date hereof and shall include the portion of the then
current fiscal year which shall have elapsed at the date of termination of this
Agreement.

XI. ADDITIONAL SERVICES

Upon the request of the Board, the Adviser may perform certain accounting,
shareholder servicing or other administrative services on behalf of the Series
that are not required by this Agreement. Such services will be performed on
behalf of the Series and the Adviser may receive from the Series such
reimbursement for costs or reasonable compensation for such services as may be
agreed upon between the Adviser and the Board on a finding by the Board that the
provision of such services by the Adviser is in the best interests of the Series
and its shareholders. Payment or assumption by the Adviser of any Series expense
that the Adviser is not otherwise required to pay or assume under this Agreement
shall not relieve the Adviser of any of its obligations to the Series nor
obligate the Adviser to pay or assume any similar Series expense on any
subsequent occasions. Such services may include, but are not limited to, (a) the
services of a principal financial officer of the Fund (including applicable
office space, facilities and equipment) whose normal duties consist of
maintaining the financial accounts and books and records of the Fund and the
Series and the services (including applicable office space, facilities and
equipment) of any of the personnel operating under the direction of such
principal financial officer;

(b) the services of staff to respond to shareholder inquiries concerning the
status of their accounts, providing assistance to shareholders in exchanges
among the investment companies managed or advised by the Adviser, changing
account designations or changing addresses, assisting in the purchase or
redemption of shares; or otherwise providing services to shareholders of the
Series; and (c) such other administrative services as may be furnished from time
to time by the Adviser to the Fund on the Series at the request of the Board.

-8-

<PAGE>

XII. NONEXCLUSIVITY

The services of the Adviser to the Series are not to be deemed to be exclusive,
and the Adviser shall be free to render investment advisory or other services to
others (including other investment companies) and to engage in other activities,
so long as its services under this Agreement are not impaired thereby. It is
understood and agreed that officers and directors of the Adviser may serve as
officers or directors of the Fund, and that officers or directors of the Fund
may serve as officers or directors of the Adviser to the extent permitted by
law; and that the officers and directors of the Adviser are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, officers, directors or trustees of any
other firm or trust, including other investment companies.

XIII. TERM

XIV. RENEWAL

Following the expiration of its initial term, the Agreement shall continue in
force and effect from year to year, provided that such continuance is
specifically approved at least annually:

1. a. by the Board, or

b. by the vote of a majority of the Series' outstanding
voting securities (as defined in Section 2(a)(42) of
the 1940 Act), and

2. by the affirmative vote of a majority of the directors who are
not parties to this Agreement or interested persons of a party
to this Agreement (other than as a director of the Fund), by
votes cast in person at a meeting specifically called for such
purpose.

XV. TERMINATION

This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Board or by vote of a majority of the Series'
outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act),
or by the Adviser, on sixty (60) days' written notice to the other party. The
notice provided for herein may be waived by the party required to be notified.
This Agreement shall automatically terminate in the event of its "assignment",
as that term is defined in Section 2(a)(4) of the 1940 Act.

-9-

<PAGE>

XVI. LIABILITY

The Adviser shall be liable to the Fund and shall indemnify the Fund for any
losses incurred by the Fund, whether in the purchase, holding or sale of any
security or otherwise, to the extent that such losses resulted from an act or
omission on the part of the Adviser or its officers, directors or employees,
that is found to involve willful misfeasance, bad faith or negligence, or
reckless disregard by the Adviser of its duties under this Agreement, in
connection with the services rendered by the Adviser hereunder.

XVII. NOTICES

Any notices under this Agreement shall be in writing, addressed and delivered,
mailed postage paid, or sent by other delivery service, or by facsimile
transmission to each party at such address as each party may designate for the
receipt of notice. Until further notice, such addresses shall be:

if to the Fund, the Series or the Adviser:

151 Farmington Avenue, RE4C
Hartford, Connecticut 06156
Fax number: 860/273-8340

XVIII. QUESTIONS OF INTERPRETATION

This Agreement shall be governed by the laws of the State of Connecticut. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States Courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Commission issued pursuant to the 1940 Act. In addition, where the effect
of a requirement of the 1940 Act reflected in the provisions of this Agreement
is revised by rule, regulation or order of the Commission, such provisions shall
be deemed to incorporate the effect of such rule, regulation or order.

XIX. SERVICE MARK

The service mark of the Fund and the Series and the name "Aetna" have been
adopted by the Fund with the permission of Aetna Life and Casualty Company and
their continued use is subject to the right of Aetna Life and Casualty Company
to withdraw this permission in the event the Adviser or another subsidiary or
affiliated corporation of Aetna Life and Casualty Company should not be the
investment adviser of the Series.

-10-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the 1st day of August, 1996.

Aetna Life Insurance and
Annuity Company

By: /s/Shaun P. Mathews
--------------------
Attest: /s/DeAnn S. Anastasio Name: Shaun P. Mathews
--------------------------------- --------------------
DeAnn S. Anastasio Title: Vice President
Assistant Corporate Secretary -------------------

Aetna Series Fund, Inc.
on behalf of its
Aetna Ascent series

By: /s/Shaun P. Mathews
--------------------
Attest: /s/Susan E. Bryant Name: Shaun P. Mathews
--------------------------------- --------------------
Susan E. Bryant Title: President
Secretary -------------------

-11-

<PAGE>

Investment Advisory Agreement Exhibit
Investment Advisory Agreement
Schedule Pursuant to Rule 483(d)(e)

Investment Advisory Agreements have been entered into by Aetna Series Fund, Inc.
on behalf of the following funds in the same form and type as the exhibit
included herewith.

Date Fund Difference
- ---- ---- ----------

8/1/96 Aetna Legacy None

8/1/96 Aetna Crossroads None

SUBADVISORY AGREEMENT

THIS AGREEMENT is made by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY, a
Connecticut corporation (the "Adviser"), AETNA SERIES FUND, INC., a Maryland
Corporation, (the "Fund"), on behalf of its AETNA ASCENT series (the "Series")
and AELTUS INVESTMENT MANAGEMENT, INC., a Connecticut corporation (the
"Subadviser") as of the date set forth below.

W I T N E S S E T H

WHEREAS, the Fund is registered with the Securities and Exchange Commission (the
"Commission") as an open-end, diversified, management investment company
consisting of multiple investment portfolios, under the Investment Company Act
of 1940, as amended (the "1940 Act"); and

WHEREAS, pursuant to authority granted by the Fund's Articles of Incorporation,
the Fund has established the Series as a separate investment portfolio; and

WHEREAS, both the Adviser and the Subadviser are registered with the Commission
as investment advisers under the Investment Advisers Act of 1940, as amended
(the "Advisers Act") and both are in the business of acting as investment
advisers; and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement with the
Fund, on behalf of the Series, (the "Investment Advisory Agreement") which
appoints the Adviser as the investment adviser for the Series; and

WHEREAS, Article IV of the Investment Advisory Agreement authorizes the Adviser
to delegate all or a portion of its obligations under the Investment Advisory
Agreement to a subadviser;

NOW THEREFORE, the parties agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

Subject to the terms and conditions of this Agreement, the Adviser and the Fund,
on behalf of the Series, hereby appoint the Subadviser to manage the assets of
the Series as set forth below in Section II, under the supervision of the
Adviser and subject to the approval and direction of the Fund's Board of
Directors (the "Board"). The Subadviser hereby accepts such appointment and
agrees that it shall, for all purposes herein, undertake such obligations as an
independent contractor and not as an agent of the Adviser. The Subadviser
agrees, that except as required to carry out its duties under this Agreement or
otherwise expressly authorized, it has no authority to act for or represent the
Series in any way.

<PAGE>

II. DUTIES OF THE SUBADVISER AND THE ADVISER

A. Duties of the Subadviser

The Subadviser shall regularly provide investment advice with respect
to the assets held by the Series and shall continuously supervise the
investment and reinvestment of cash, securities and instruments or
other property comprising the assets of the Series. In carrying out
these duties, the Subadviser shall:

1. select the securities to be purchased, sold or
exchanged by the Series or otherwise represented in
the Series' investment portfolio, place trades for
all such securities and regularly report thereon to
the Adviser and, at the request of the Adviser, to
the Board;

2. formulate and implement continuing programs for the
purchase and sale of securities and regularly report
thereon to the Adviser and, at the request of the
Adviser or the Series, to the Board;

4. provide economic research and securities analyses as
requested by the Adviser from time to time, or as the
Adviser considers necessary or advisable in
connection with the Subadviser's performance of its
duties hereunder; and

5. give instructions to the custodian and/or
sub-custodian of the Series appointed by the Board,
concerning deliveries of securities, transfers of
currencies and payments of cash for the Series, as
required to carry out the investment activities of
the Series as contemplated by this Agreement; and

6. provide such financial support, administrative and
other services, such as preparation of financial
data, determination of the Series' net asset value,
preparation of financial and performance reports, as
the Adviser from time to time, deems necessary and
appropriate and which the Subadviser is willing and
able to provide.

B. Duties of the Adviser

The Adviser shall retain responsibility for oversight of all activities
of the Subadviser and for monitoring its activities on behalf of the
Series. In carrying out its obligations under this Agreement and the
Investment Advisory Agreement, the Adviser shall:

-2-
<PAGE>

objectives and policies as adopted by the Board and
described in the most current effective amendment of
the registration statement for the Series, as filed
with the Commission under the Securities Act of 1933,
as amended (the "1933 Act"), and the 1940 Act
("Registration Statement");

2. review all data and financial reports prepared by the
Subadviser to assure that they are in compliance with
applicable requirements and meet the provisions of
applicable laws and regulations;

3. file all periodic reports required to be filed by the
Series with the applicable regulatory authorities;

4. review and deliver to the Board all financial,
performance and other reports prepared by the
Subadviser under the provisions of this Agreement or
as requested by the Adviser;

5. establish and maintain regular communications with
the Subadviser to share information it obtains
concerning the effect of developments and data on the
investment program maintained by the Subadviser;

6. maintain contact with and enter into arrangements
with the custodian, transfer agent, auditors, outside
counsel, and other third parties providing services
to the Series;

7. oversee all matters relating to (i) the offer and
sale of shares of the Series, including promotions,
marketing materials, preparation of prospectuses,
filings with the Commission and state securities
regulators, and negotiations with broker-dealers;
(ii) shareholder services, including, confirmations,
correspondence and reporting to shareholders; (iii)
all corporate matters on behalf of the Series,
including monitoring the corporate records of the
Series, maintaining contact with the Board, preparing
for, organizing and attending meetings of the Board
and the Series' shareholders; (iv) preparation of
proxies when required; and (v) any other matters not
expressly delegated to the Subadviser by this
Agreement.

III. REPRESENTATIONS AND WARRANTIES

A. Representations and Warranties of the Subadviser

The Subadviser hereby represents and warrants to the Adviser as
follows:

1. Due Incorporation and Organization. The Subadviser is
duly organized and is in good standing under the laws
of the State of Connecticut and is fully authorized
to enter into this Agreement and carry out its duties
and obligations hereunder.

-3-
<PAGE>

2. Registration. The Subadviser is registered as an
investment adviser with the Commission under the
Advisers Act, and is registered or licensed as an
investment adviser under all of the laws of all
jurisdictions in which its activities require it to
be so registered or licensed. The Subadviser shall
maintain such registration or license in effect at
all times during the term of this Agreement.

3. Regulatory Orders. The Subadviser is not subject to
any stop orders, injunctions or other orders of any
regulatory authority affecting its ability to carry
out the terms of this Agreement. The Subadviser will
notify the Adviser and the Series immediately if any
such order is issued or if any proceeding is
commenced that could result in such an order.

4. Compliance. The Subadviser has in place compliance
systems and procedures designed to meet the
requirements of the Advisers Act and the 1940 Act and
it shall at all times assure that its activities in
connection with managing the Series follow these
procedures.

5. Authority. The Subadviser is authorized to enter into
this Agreement and carry out the terms hereunder.

6. Best Efforts. The Subadviser at all times shall
provide its best judgment and effort to the Series in
carrying out its obligations hereunder.

B. Representations and Warranties of the Adviser

The Adviser hereby represents and warrants to the Subadviser as
follows:

2. Registration. The Adviser is registered as an
investment adviser with the Commission under the
Advisers Act, and is registered or licensed as an
investment adviser under all of the laws of all
jurisdictions in which its activities require it to
be so registered or licensed. The Adviser shall
maintain such registration or license in effect at
all times during the term of this Agreement.

3. Regulatory Orders. The Adviser is not subject to any
stop orders, injunctions or other orders of any
regulatory authority affecting its ability to carry
out the terms of this Agreement. The Adviser will
notify the Subadviser and the Series immediately if
any such order is issued or if any proceeding is
commenced that could result in such an order.

4. Authority. The Adviser is authorized to enter into
this Agreement and carry out the terms hereunder.

-4-
<PAGE>

5. Best Efforts. The Adviser at all times shall provide
its best judgment and effort to the Series in
carrying out its obligations hereunder.

C. Representations and Warranties of the Series and the Fund

The Fund, on behalf of the Series, hereby represents and warrants to
the Adviser as follows:

1. Due Incorporation and Organization. The Fund has been
duly incorporated as a Corporation under the laws of
the State of Maryland and it is authorized to enter
into this Agreement and carry out its obligations
hereunder.

2. Registration. The Fund is registered as an investment
company with the Commission under the 1940 Act and
shares of the Series are registered or qualified for
offer and sale to the public under the 1933 Act and
all applicable state securities laws. Such
registrations or qualifications, will be kept in
effect during the term of this Agreement.

IV. BROKER-DEALER RELATIONSHIPS

A. Portfolio Trades

The Subadviser shall place all orders for the purchase and sale of
portfolio securities for the Series with brokers or dealers selected by
the Subadviser, which may include brokers or dealers affiliated with
the Subadviser. The Subadviser shall use its best efforts to seek to
execute portfolio transactions at prices that are advantageous to the
Series giving consideration to the services and research provided and
at commission rates that are reasonable in relation to the benefits
received.

B. Selection of Broker-dealers

In selecting broker-dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Series and/or the
other accounts over which the Subadviser or its affiliates exercise
investment discretion. The Subadviser may also select brokers or
dealers to effect transactions for the Series who provide payment for
expenses of the Series. The Subadviser is authorized to pay a broker or
dealer who provides such brokerage and research services or expenses, a
commission for executing a portfolio transaction for the Series that is
in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Subadviser
determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage, research and other services
provided by such broker or dealer and is paid in compliance with
Section 28(e) or other rules and regulations of the Commission. This
determination may be viewed in terms of either that particular
transaction or the overall responsibilities that the Subadviser and its
affiliates have with respect to accounts over which they exercise
investment discretion. The Board shall periodically review the
commissions paid by the Series to determine if the commissions paid
over representative periods of time were reasonable in relation to the
benefits received.

-5-
<PAGE>

V. CONTROL BY THE BOARD OF TRUSTEES

Any investment program undertaken by the Subadviser pursuant to this Agreement,
as well as any other activities undertaken by the Subadviser at the direction of
the Adviser on behalf of the Series, shall at all times be subject to any
directives of the Board.

VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Subadviser shall at
all times conform to:

1. all applicable provisions of the 1940 Act, the Advisers Act
and any rules and regulations adopted thereunder;

2. all policies and procedures of the Series as adopted by the
Board and as described in the Registration Statement;

3. the provisions of the Articles of Incorporation of the Fund,
as amended from time to time;

4. the provisions of the Bylaws of the Fund, as amended from time
to time; and

5. any other applicable provisions of state or federal law.

VII. COMPENSATION

A. Payment Schedule

The Adviser shall pay the Subadviser, as compensation for services
rendered hereunder, from its own assets, an annual fee, payable
monthly, based on the average daily net assets in the Series as
follows:

Rate Assets
0.50% on the first $500 million
0.47% on the next $500 million
0.44% on next $1 billion
0.41% over $2 billion

Except as hereinafter set forth, compensation under this Agreement
shall be calculated and accrued daily at the rate of 1/365 of the
annual Subadvisory fee applied to the daily net assets of the Series.
If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month, compensation
for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees set
forth above.

-6-
<PAGE>

B. Reduction

Payment of the Subadviser's compensation for the preceding month shall
be made as promptly as possible, except as provided below. The
Subadviser acknowledges that, pursuant to the Investment Advisory
Agreement, the Adviser has agreed to reduce its fee or reimburse the
Series if the expenses borne by the Series exceed the expense
limitations applicable to the Series imposed by the securities laws or
regulations of any jurisdiction in which the Series shares are
qualified for sale. Accordingly, the Subadviser agrees that, if, for
any fiscal year, the total of all ordinary business expenses of the
Series, including all investment advisory fees but excluding brokerage
commissions, distribution fees, taxes, interest, extraordinary expenses
and certain other excludable expenses, would exceed the most
restrictive expense limits imposed by any statute or regulatory
authority of any jurisdiction in which shares of the Series are offered
for sale (unless a waiver is obtained), the Subadviser shall reduce its
advisory fee to the extent necessary to meet such expense limit, but
will not be required to reimburse the Series for any ordinary business
expenses which exceed the amount of its advisory fee for the fiscal
year. The Subadviser shall contribute to the amount of such reduction
by reimbursing the Adviser in proportion to the amounts which the
Adviser and Subadviser would have been entitled to receive for such
year. For the purposes of this paragraph, the term "fiscal year" shall
exclude the portion of the current fiscal year which elapsed prior to
the effective date of this Agreement, but shall include the portion of
the then current fiscal year has elapsed at the date of termination of
this Agreement.

VIII. ALLOCATION OF EXPENSES

The Subadviser shall pay the salaries, employment benefits and other related
costs of those of its personnel engaged in providing investment advice to the
Series hereunder, including, but not limited to, office space, office equipment,
telephone and postage costs. In the event the Subadviser incurs any expense that
is the obligation of the Adviser as set out in this Agreement, the Adviser shall
reimburse the Subadviser for such expense on presentation of a statement
indicating the expenses incurred and the amount paid by the Subadviser.

IX. NONEXCLUSIVITY

The services of the Subadviser with respect to the Series are not to be deemed
to be exclusive, and the Subadviser shall be free to render investment advisory
and administrative or other services to others (including other investment
companies) and to engage in other activities. It is understood and agreed that
officers or directors of the Subadviser may serve as officers or directors of
the Adviser or officers or directors of the Fund; that officers or directors of
the Adviser or officers or directors of the Fund may serve as officers or
directors of the Subadviser to the extent permitted by law; and that the
officers and directors of the Subadviser are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other firm or trust,
including other investment advisory companies.

-7-
<PAGE>

X. TERM

This Agreement shall become effective at the close of business on July 31, 1996,
and shall remain in force and effect through December 31, 1997, unless earlier
terminated under the provisions of Article XI. Following the expiration of its
initial term, the Agreement shall continue in force and effect for one year
periods, provided such continuance is specifically approved at least annually:

1. (a) by the Board or (b) by the vote of a majority of
the Series' outstanding voting securities (as defined
in Section 2(a)(42) of the 1940 Act), and

2. by the affirmative vote of a majority of the
directors who are not parties to this Agreement or
interested persons of a party to this Agreement
(other than as a director of the Fund), by votes cast
in person at a meeting specifically called for such
purpose.

XI. TERMINATION

This Agreement may be terminated:

1. at any time, without the payment of any penalty, by
vote of the Board or by vote of a majority of the
outstanding voting securities of the Series; or

2. by the Adviser, the Fund, on behalf of the Series, or
the Subadviser on sixty (60) days' written notice to
the other party, unless written notice is waived by
the party required to be notified; or

3. automatically in the event there is an "assignment"
of this Agreement, as defined in Section 2 (a) (4) of
the 1940 Act.

XII. LIABILITY

The Subadviser shall be liable to the Series and the Adviser and shall indemnify
the Series and the Adviser for any losses incurred by the Series, or the Adviser
whether in the purchase, holding or sale of any security or otherwise, to the
extent that such losses resulted from an act or omission on the part of the
Subadviser or its officers, directors or employees, that is found to involve
willful misfeasance, bad faith or negligence, or reckless disregard by the
Subadviser of its duties under this Agreement, in connection with the services
rendered by the Subadviser hereunder.

XIII. NOTICES

-8-
<PAGE>

If to the Fund, on Behalf of the Series or the Adviser:

151 Farmington Avenue, RE4C
Hartford, Connecticut 06156
Fax number: 860/273-8340
Attn: Secretary

If to the Subadviser:

242 Trumbull Street
Hartford, Connecticut 06103-1205
Fax number: 860/275-4440
Attention: President

XIV. QUESTIONS OF INTERPRETATION

This Agreement shall be governed by the laws of the State of Connecticut. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States Courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Commission issued pursuant to the 1940 Act. In addition, where the effect
of a requirement of the 1940 Act reflected in any provision of the Agreement is
revised by rule, regulation or order of the Commission, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.

XV. SERVICE MARK

The service mark of the Fund and the Series and the name "Aetna" have been
adopted by the Fund with the permission of Aetna Life and Casualty Company and
their continued use is subject to the right of Aetna Life and Casualty Company
to withdraw this permission in the event the Subadviser or another subsidiary or
affiliated corporation of Aetna Life and Casualty Company should not be the
investment adviser of the Series.

-9-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the 1st day of August, 1996.

Aetna Life Insurance and
Annuity Company

By: /s/Shaun P. Mathews
--------------------------
Attest: /s/DeAnn S. Anastasio Name: Shaun P. Mathews
-------------------------------- -------------------------
DeAnn S. Anastasio Title: Vice President
Assistant Corporate Secretary ------------------------

Aeltus Investment Management, Inc.

By: /s/John Y. Kim
--------------------------
Attest: /s/Melinda L. Dziavit Name: John Y. Kim
-------------------------------- -------------------------
Melinda L. Dziavit Title: President
Assistant Secretary ------------------------

Aetna Series Fund, Inc.
on behalf of its
Aetna Ascent series

By: /s/Shaun P. Mathews
--------------------------
Attest: /s/Susan E. Bryant Name: Shaun P. Mathews
-------------------------------- -------------------------
Susan E. Bryant Title: President
Secretary ------------------------

-10-
<PAGE>

Subadvisory Agreement Exhibit
Subadvisory Agreement
Schedule Pursuant to Rule 483(d)(e)

Subadvisory Agreements have been entered into by Aetna Series Fund, Inc. on
behalf of the following funds in the same form and type as the exhibit included
herewith.

Date Fund Difference
- ---- ---- ----------

8/1/96 Aetna Legacy None

8/1/96 Aetna Crossroads None

151 Farmington Avenue Susan E. Bryant
Hartford, CT 06156 Counsel
Investments & Financial Services
Law Division RC4A
(860) 273-7834
Fax: (860) 273-8340

December 17, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir or Madam:

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 by
reference to the 24f-2 Notice for the fiscal year ended October 31, 1995 filed
on behalf of Aetna Series Fund, Inc.) as an exhibit to this Post-Effective
Amendment No. 4 on Form N-1A to Registration Statement (File Nos. 33-85620 and
811-6352). I also consent to my being named under the caption "Legal Matters" in
the prospectus contained in the Post-Effective Amendment.

Sincerely,

/s/Susan E. Bryant

Susan E. Bryant
Counsel