AETNA GENERATION PORTFOLIOS INC, 485APOS, 2000-02-16

AETNA GENERATION PORTFOLIOS INC
485APOS, 2000-02-16

Previous: ACACIA RESEARCH CORP, 5, 2000-02-16

Next: MUNI INVEST TR FD INV GR PORT BBB OR BET LNG INT TRM SE DAF, 485BPOS, 2000-02-16

As filed with the Securities and Exchange File No. 33-88334
Commission on February 16, 2000 File No. 811-8934
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
- --------------------------------------------------------------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 9

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 9

AETNA GENERATION PORTFOLIOS, INC.

151 Farmington Avenue TS31, Hartford, Connecticut 06156
(860) 275-2032

Amy R. Doberman, Counsel
10 State House Square, Hartford, Connecticut 06103-3602
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:

X on May 1, 2000 pursuant to paragraph (a)(1) of Rule 485
-------
<PAGE>

PART B

The Statement of Additional Information is incorporated into Part B of this
Post-Effective Amendment No. 9 by reference to Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically on February 11, 2000.
<PAGE>

AETNA GENERATION PORTFOLIOS, INC.

Prospectus

May __, 2000

Aetna Ascent VP (Ascent VP)
Aetna Crossroads VP (Crossroads VP)
Aetna Legacy VP (Legacy VP)

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is truthful or complete. Anyone
who represents to the contrary has committed a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

<S> <C>
THE PORTFOLIOS' INVESTMENTS.......................................................................................1
Investment Objectives, Principal Investment Strategies and Risks, Investment Performance.................1

PORTFOLIO EXPENSES................................................................................................9

OTHER CONSIDERATIONS.............................................................................................10

MANAGEMENT OF THE PORTFOLIOS.....................................................................................11

INVESTMENTS IN AND REDEMPTIONS FROM THE PORTFOLIOS...............................................................12

TAX INFORMATION..................................................................................................13

FINANCIAL HIGHLIGHTS.............................................................................................14

ADDITIONAL INFORMATION...........................................................................................17
</TABLE>
<PAGE>

THE PORTFOLIOS' INVESTMENTS

Investment Objectives, Principal Investment Strategies and Risks, Investment
Performance

o Aetna Generation Portfolios, Inc. (Fund) consists of 3 separate
portfolios (Portfolios): Aetna Ascent VP (Ascent VP); Aetna Crossroads
VP (Crossroads VP); and Aetna Legacy VP (Legacy VP). Below is a
description of each Portfolio's investment objective, the principal
investment strategies employed on behalf of each Portfolio, and the
principal risks associated with investing in each Portfolio.

o A performance bar chart is provided for each Portfolio. The bar chart
shows changes in the Portfolio's performance from year to year. The
fluctuation in returns illustrates each Portfolio's performance
volatility. The chart is accompanied by the Portfolio's best and worst
quarterly returns throughout the years noted in the bar chart.

o A table for each Portfolio shows its average annual total return. The
table also compares the Portfolio's performance to the performance of
broad-based securities market indices. Each index is a widely
recognized, unmanaged index of securities. A Portfolio's past
performance is not necessarily an indication of how it will perform in
the future.

o Additional information on the Portfolios' investment strategies and
risks is included on page --.

o Aeltus Investment Management, Inc. (Aeltus) serves as investment
adviser to the Portfolios.

Investment Objectives.

Ascent VP seeks to provide capital appreciation.

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

Legacy VP seeks to provide total return consistent with
preservation of capital.

1
<PAGE>

Principal Investment Strategies. Ascent VP, Crossroads VP and Legacy VP are
asset allocation portfolios that have been designed for investors with different
investment goals:

o Ascent VP is managed for investors seeking capital appreciation who
generally have an investment horizon exceeding 15 years and who have a
high level of risk tolerance.

o Crossroads VP is managed for investors seeking a balance between
income and capital appreciation who generally have an investment
horizon exceeding 10 years and who have a moderate level of risk
tolerance.

o Legacy VP is managed for investors primarily seeking total return
consistent with capital preservation who generally have an investment
horizon exceeding 5 years and who have a low level of risk tolerance.

Under normal market conditions, Aeltus allocates the assets of each Portfolio,
in varying degrees, among several classes of equities, fixed-income securities
(including up to 15% of the total value of each Portfolio's assets in high-yield
bonds) and money market instruments. To remain consistent with each Portfolio's
investment objective and intended level of risk tolerance, Aeltus has instituted
both a benchmark percentage allocation and a Portfolio level range allocation
for each asset class. The benchmark percentage for each asset class assumes
neutral market and economic conditions. The Portfolio level range allows Aeltus
to vary the securities in each Portfolio to take advantage of opportunities as
market and economic conditions change.

Each Portfolio's benchmarks and ranges are described on the following page. The
asset allocation limits apply at the time of purchase of a particular security.

Each Portfolio's asset allocation may vary from the benchmark allocation (within
the permissible range) based on Aeltus' ongoing evaluation of the expected
returns and risks of each asset class relative to other classes. Aeltus may vary
each Portfolio's asset allocation within a given asset class to the full extent
of the permissible range. Among the criteria Aeltus evaluates to determine
allocations are economic and market conditions, including changes in
circumstances with respect to particular asset classes, geographic regions,
industries or issuers, and interest rate movements. In selecting individual
securities, Aeltus considers such factors as expected dividend yields and growth
rates; bond yields; and current relative values compared to historic averages.

2
<PAGE>

Asset Class
<TABLE>
<CAPTION>
Ascent VP Crossroads VP(1) Legacy VP(2) Comparative Index*
Equities

<S> <C> <C> <C> <C>
Large Capitalization Stocks
Range 0-70% 0-50% 0-30% S&P 500 Index
Benchmark 35% 25% 15%

Small-/Mid-Capitalization Stocks
Range 0-40% 0-30% 0-20% Russell 2500 Index
Benchmark 20% 15% 10%

International Stocks Morgan Stanley Capital
Range 0-40% 0-30% 0-20% International Europe,
Benchmark 20% 15% 10% Australia and Far East Index

Real Estate Stocks National Association of
Range 0-10% 0-10% 0-10% Real Estate Investment Trusts
Benchmark 5% 5% 5% Equity Index

<CAPTION>
Fixed Income

<S> <C> <C> <C> <C>
U.S. Dollar Bonds
Range 0-30% 0-60% 0-90% Salomon Brothers Broad
Benchmark 15% 30% 45% Investment Grade Index

International Bonds
Range 0-10% 0-10% 0-10% Salomon Brothers Non-U.S.
Benchmark 5% 5% 5% World Government Bond Index

Money Market Instruments

Range 0-30% 0-30% 0-30% 91-Day U.S. Treasury Bill Rate
Benchmark 0% 5% 10%
</TABLE>

- ----------

* See page 8 for a description of each comparative index.
(1) Crossroads VP will invest no more than 60% of its assets in any combination
of the following asset classes: small-/mid-capitalization stocks,
high-yield bonds, international stocks and international fixed-income
securities.
(2) Legacy VP will invest no more than 35% of its assets in any combination of
the following asset classes: small-/mid-capitalization stocks, high-yield
bonds, international stocks and international fixed-income securities.

3
<PAGE>

Principal Risks. The success of each Portfolio's strategy depends significantly
on Aeltus' skill in choosing investments and in allocating assets among the
different investment classes.

In addition, each asset type has risks that are somewhat unique, as described
below. The performance of each Portfolio will be affected by these risks to a
greater or lesser extent depending on the size of the allocation. The principal
risks of investing in each Portfolio are those generally attributable to stock
and bond investing.

For stock investments, those risks include sudden and unpredictable drops in the
value of the market as a whole and periods of lackluster or negative
performance. Stocks of smaller companies tend to be less liquid and more
volatile than stocks of larger companies, and can be particularly sensitive to
expected changes in interest rates, borrowing costs and earnings.

The risks associated with real estate securities include periodic declines in
the value of real estate, generally, and declines in the rents and other income
generated by real estate caused by such factors as periodic over-building.

For bonds, generally, when interest rates rise, bond prices fall. Also, economic
and market conditions may cause issuers to default or go bankrupt. The value of
high-yield bonds is even more sensitive to economic and market conditions than
other bonds.

The prices of mortgage-related securities, in addition to being sensitive to
changes in interest rates, also are sensitive to changes in the prepayment
patterns on the underlying instruments. If the principal on the underlying
mortgage notes is repaid faster than anticipated, which typically occurs in
times of low or declining interest rates, the price of the mortgage-related
security may fall.

Foreign securities present additional risks. Some foreign securities tend to be
less liquid and more volatile than their U.S. counterparts. In addition,
accounting standards and market regulations tend to be less standardized in
certain foreign countries. These risks are usually higher for securities of
companies in emerging markets. Finally, securities of foreign companies may be
denominated in foreign currency. Exchange rate fluctuations may reduce or
eliminate gains or create losses. Hedging strategies intended to reduce this
risk may not perform as expected.

Portfolio shares will rise and fall in value and you could lose money by
investing in a Portfolio. There is no guaranty the Portfolios will achieve their
investment objective. Investments in the Portfolios are not bank deposits and
are not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

Shares of the Portfolios are offered to insurance company separate accounts that
fund both annuity and life insurance contracts and to certain tax-qualified
retirement plans. Due to differences in tax treatment or other considerations,
the interests of various contract owners participating in the Portfolios and the
interests of qualified plans investing in the Portfolios might at some time be
in conflict. The Fund's Board of Directors (Board) will monitor the Portfolios
for any material conflicts and determine what action, if any, should be taken to
resolve these conflicts.

4
<PAGE>

Investment Performance

ASCENT VP Year-by-Year Total Return

[Line Chart Data]

Years ended December 31,
1996 1997 1998 1999
0.00% 0.00% 0.00% 0.00%

[Up triangle] Best Quarter: [Down triangle] Worst Quarter
___ quarter 19__, up __% __ quarter 19__, down __%

<TABLE>
<CAPTION>
As of December 31, 1999

Average Annual Total Return 1 Year Since Inception Inception Date

<S> <C> <C> <C>
Ascent VP 0.00% 0.00% 07/05/95
Russell 3000 Index* 0.00% 0.00% 06/30/95
Ascent Composite** 0.00% 0.00% 06/30/95
</TABLE>

The performance table and bar chart provide an indication of the historical risk
of an investment in the Portfolio. All figures assume reinvestment of dividends
and distributions. The performance numbers do not reflect the deduction of any
insurance fees or charges. If such charges were deducted, performance would be
lower.

* The Russell 3000 Index measures the performance of the 3,000 largest U.S.
companies based on total market capitalization, which represents
approximately 98% of the investable U.S. equity market.
** The Ascent Composite is comprised of the stock and bond indices listed on
page 8 in weights that correspond to the particular benchmark weights
applicable to Ascent VP. However, the Ascent Composite performance
information for periods prior to May 1, 2000 is based on benchmark weights
that were in effect at that time. Only the following asset class benchmarks
were changed as of May 1, 2000: benchmarks for large capitalization stocks,
real estate stocks, U.S. Dollar bonds and international bonds were 20%,
20%, 10% and 10%, respectively.

5
<PAGE>

Investment Performance

CROSSROADS VP Year-by-Year Total Return

[Line Chart Data]

Years ended December 31,
1996 1997 1998 1999
0.00% 0.00% 0.00% 0.00%

[Up triangle] Best Quarter: [Down triangle] Worst Quarter
___ quarter 19__, up __% __ quarter 19__, down __%

<TABLE>
<CAPTION>
As of December 31, 1999

Average Annual Total Return 1 Year Since Inception Inception Date

<S> <C> <C> <C>
Crossroads VP % % 07/05/95
Russell 3000 Index* % %
Saly BIG Index** % % 06/30/95
Crossroads Composite*** % % 06/30/95
</TABLE>

The Crossroads Fund has changed its benchmark from Salomon Brothers Broad
Investment-Grade Bond Index (Saly BIG Index) to the Russell 3000 Index due to an
increase in the Portfolio's benchmark percentage allocation for large
capitalization stocks.

* The Russell 3000 Index measures the performance of the 3,000 largest U.S.
companies based on total market capitalization, which represents
approximately 98% of the investable U.S. equity market.
** The Salomon Brothers Broad Investment-Grade Bond Index (Saly BIG Index) is
a market-weighted index that contains approximately 4,700 individually
priced investment-grade bonds. The index includes U.S. Treasury/agency
issues, mortgage pass through securities, and corporate issues.
*** The Crossroads Composite is comprised of the stock and bond indices listed
on page 8 in weights that correspond to the particular benchmark weights
applicable to Crossroads VP. However, the Crossroads Composite performance
information for periods prior to May 1, 2000 is based on benchmark weights
that were in effect at that time. Only the following asset class benchmarks
were changed as of May 1, 2000: benchmarks for large capitalization stocks,
real estate stocks, U.S. Dollar bonds and international bonds were 15%,
15%, 25% and 10%, respectively.

6
<PAGE>

Investment Performance

LEGACY VP Year-by-Year Total Return

[Line Chart Data]

Years ended December 31,
1996 1997 1998 1999
0.00% 0.00% 0.00% 0.00%

[Up triangle] Best Quarter: [Down triangle] Worst Quarter
___ quarter 19__, up __% __ quarter 19__, down __%

<TABLE>
<CAPTION>
As of December 31, 1999

Average Annual Total Return 1 Year Since Inception Inception Date

<S> <C> <C> <C>
Legacy VP % % 07/05/95
Saly BIG Index* % % 06/30/95
Legacy VP Composite** % % 06/30/95
</TABLE>

* The Salomon Brothers Broad Investment-Grade Bond Index (Saly BIG Index) is
a market-weighted index that contains approximately 4,700 individually
priced investment-grade bonds. The index includes U.S. Treasury/agency
issues, mortgage pass through securities, and corporate issues.
** The Legacy Composite is comprised of the stock and bond indices listed on
page 8 in weights that correspond to the particular benchmark weights
applicable to Legacy VP. However, the Legacy Composite performance
information for periods prior to May 1, 2000 is based on benchmark weights
that were in effect at that time. Only the following asset class benchmarks
were changed as of May 1, 2000: benchmarks for large capitalization stocks,
real estate stocks, U.S. Dollar bonds and international bonds were 10%,
10%, 40% and 10%, respectively.

7
<PAGE>

<TABLE>
<CAPTION>
Asset Class Benchmark Index
- --------------------------------------------------------------------------------

<S> <C>
Large Cap Stocks The Standard & Poor's 500 Index is a
value-weighted, unmanaged index of 500 widely
held stocks and is considered to be
representative of the stock market in general.

Small-/Mid-Cap Stocks The Russell 2500 Index consists of the smallest
500 securities in the Russell 1000 Index and all
2,000 securities in the Russell 2000 Index. Each
of these indices is unmanaged.

International Stocks The Morgan Stanley Capital International-Europe,
Australia, Far East Index is a market
value-weighted average of the performance of more
than 900 securities listed on the stock exchange
of countries in Europe, Australia and the Far East.

Real Estate Stocks The National Association of Real Estate Investment
Trusts Equity Index is a market-weighted total return
of all tax-qualified real estate investment trusts
listed on the New York Stock Exchange, American Stock
Exchange and the NASDAQ National Market System.

U.S. Dollar Bonds Salomon Brothers Broad Investment-Grade Bond Index
is an unmanaged, market-weighted index that
contains approximately 4,700 individually priced
investment-grade bonds rated BBB or better. The
index includes U.S. Treasury/Agency issues,
mortgage pass-through securities and corporate
issues.

International Bonds The Salomon Brothers Non-U.S. World Government
Bond Index serves as an unmanaged benchmark to
evaluate the performance of government bonds with
a maturity of one year or greater in the following
12 countries: Japan, United Kingdom, Germany,
France, Canada, the Netherlands, Australia,
Denmark, Italy, Belgium, Spain and Sweden.

Cash Equivalents Three-month Treasury bills are government-backed
short-term investments considered to be risk-free,
and equivalent to cash because their maturity is
only three months.
</TABLE>

8
<PAGE>

PORTFOLIO EXPENSES

The following table describes Portfolio expenses. Shareholder fees are paid
directly by shareholders. Annual Portfolio Operating Expenses are deducted from
Portfolio assets every year, and are thus paid indirectly by all shareholders.
Shareholders who acquired Portfolio shares through an insurance company separate
account should refer to the applicable contract prospectus, prospectus summary
or disclosure statement for a description of insurance charges which may apply.

Shareholder Fees
(fees paid directly from your investment)

<TABLE>
<CAPTION>
Maximum Sales Maximum Deferred Sales Charge
Charge (Load) on Purchases (as a (Load) (as a percentage of gross
percentage of purchase price) redemption proceeds)

<S> <C> <C>
Ascent VP None None
Crossroads VP None None
Legacy VP None None
</TABLE>

Annual Portfolio Operating Expenses(1)
(expenses that are deducted from Portfolio assets)

Fee Waiver/
Management Other Total Operating Expense Net
Fee Expenses Expenses Reimbursement Expenses

<S> <C> <C> <C> <C> <C>
Ascent VP
Crossroads VP
Legacy VP
</TABLE>

(1)Aeltus is contractually obligated through December 31, 2000 to waive a
portion of its investment advisory fee and/or its administrative services
fee for each Portfolio and/or to reimburse a portion of those Portfolios'
other expenses in order to ensure that the Portfolios' total operating
expenses do not exceed the percentage of the Portfolios' average daily net
assets reflected in the table under Net Expenses.

Example

The following example is designed to help you compare the costs of investing in
the Portfolios with the costs of investing in other mutual funds. Using the
Annual Portfolio Operating Expense percentages above, you would pay the
following expenses on a $10,000 investment, assuming a 5% annual return and
redemption at the end of each of the periods shown:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years

<S> <C> <C> <C> <C>
Ascent VP $ $ $ $
Crossroads VP $ $ $ $
Legacy VP $ $ $ $
</TABLE>

This example should not be considered an indication of prior or future expenses.
Actual expenses for the current year may vary from those shown.

9
<PAGE>

OTHER CONSIDERATIONS

In addition to the principal investments and strategies described above, the
Portfolios may also invest in other securities, engage in other practices, and
be subject to additional risks, as discussed below and in the Statement of
Additional Information (SAI).

Futures Contracts and Options. Each Portfolio may enter into futures contracts
and use options. The Portfolios primarily use futures contracts and options to
hedge against price fluctuations or increase exposure to a particular asset
class. To a limited extent, the Portfolios also may use these instruments for
speculation (investing for potential income or capital gain).

o Futures contracts are agreements that obligate the buyer to buy and
the seller to sell a certain quantity of securities at a specific
price on a specific date.
o Options are agreements that give the holder the right, but not the
obligation, to purchase or sell a certain amount of securities or
futures contracts during a specified period or on a specified date.

The main risk of investing in futures contracts and options is that these
instruments can amplify a gain or loss, potentially earning or losing
substantially more money than the actual cost of the instrument. In addition,
while a hedging strategy can guard against potential risks for a Portfolio as a
whole, it adds to the Portfolio's expenses and may reduce or eliminate potential
gains. There is also a risk that a futures contract or option intended as a
hedge may not perform as expected.

Swaps. Each Portfolio may enter into interest rate swaps, currency swaps and
other types of swap agreements, including swaps on securities and indices. A
swap is an agreement between two parties pursuant to which each party agrees to
make one or more payments to the other on regularly scheduled dates over a
stated term, based on different interest rate, currency exchange rates, security
prices, the prices or rates of other types of financial instruments or assets or
the levels of specified indices.

Swap agreements can take many different forms and are known by a variety of
names. The Portfolios are not limited to any particular form or variety of swap
agreement if Aeltus determines it is consistent with a Portfolio's investment
objective and policies.

The most significant factor in the performance of swaps is the change in the
underlying price, rate or index level that determines the amount of payments to
be made under the arrangement. If Aeltus incorrectly forecasts such change, a
Portfolio's performance might be less than if the Portfolio had not entered into
the swap. In addition, if the counterparty's creditworthiness declines, the
value of the swap agreement would be likely to decline, potentially resulting in
losses.

If the counterparty to a swap defaults, a Portfolio's loss will consist of the
net amount of contractual payments that a Portfolio has not yet received. Aeltus
will monitor the creditworthiness of counterparties to a Portfolio's swap
transactions on an ongoing basis.

Defensive Investing. In response to unfavorable market conditions, each
Portfolio may make temporary investments that are not consistent with its
principal investment objective and policies.

10
<PAGE>

MANAGEMENT OF THE PORTFOLIOS

Aeltus, 10 State House Square, Hartford, Connecticut 06103-3602, serves as
investment adviser to each Portfolio. Aeltus is responsible for managing the
assets of each Portfolio in accordance with its investment objective and
policies, subject to oversight by the Board. Aeltus has acted as adviser or
subadviser to mutual funds since 1994 and has managed institutional accounts
since 1972.

Advisory Fees

For its most recent fiscal year, each Portfolio paid Aeltus aggregate advisory
fees equal to an annual rate of 0.60% of the average daily net assets of the
Portfolio.

Portfolio Management

Neil Kochen, Managing Director, Aeltus, has been the lead portfolio manager and
asset allocation strategist for the Portfolios since December 1999. Mr. Kochen
heads a team of investment professionals, each of whom specializes in a
particular asset class. Mr. Kochen joined the Aetna organization in 1985 and
previously served as head of fixed income quantitative research, head of
investment strategy and policy, and as a senior portfolio manager.

11
<PAGE>

INVESTMENTS IN AND REDEMPTIONS FROM THE PORTFOLIOS

Investors purchasing shares in connection with an insurance company contract or
policy should refer to the documents pertaining to the contract or policy for
information on how to direct investments in or redemptions from (including
making exchanges into or out of) the Portfolios, and any fees that may apply.

Orders for the purchase or redemption of Portfolio shares that are received
before the close of regular trading on the New York Stock Exchange (normally
4:00 p.m. eastern time) are effected at the net asset value (NAV) per share
determined that day, as described below. The insurance company has been
designated an agent of each Portfolio for receipt of purchase and redemption
orders. Therefore, receipt of an order by the insurance company constitutes
receipt by a Portfolio, provided that the Portfolio receives notice of the order
by 9:30 a.m. eastern time the next day on which the New York Stock Exchange is
open for trading.

Net Asset Value. The NAV of each Portfolio is determined as of the close of
regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern
time).

In calculating the NAV, securities are valued primarily by independent pricing
services using market quotations. Short-term debt securities maturing in less
than 60 days are valued using amortized cost. Securities for which market
quotations are not readily available are valued at their fair value, subject to
procedures adopted by the Board. With respect to any Portfolio that invests in
foreign securities, because those securities may be traded on markets that are
opened on days when the Portfolio does not price its shares, the Portfolio's NAV
may change even though Portfolio shareholders may not be permitted to sell or
redeem Portfolio shares.

Business Hours. The Portfolios are open on the same days as the New York Stock
Exchange (generally, Monday through Friday). Representatives are available from
8:00 a.m. to 8:00 p.m. eastern time Monday through Friday.

Each Portfolio may refuse to accept any purchase order, especially if as a
result of such order, in Aeltus' judgment, it would be too difficult to invest
effectively in accordance with a Portfolio's investment objective.

The Portfolios reserve the right to suspend the offering of shares, or to reject
any specific purchase order. The Portfolios may suspend redemptions or postpone
payments when the New York Stock Exchange is closed or when trading is
restricted for any reason or under emergency circumstances as determined by the
Securities and Exchange Commission.

The Portfolios are not designed for professional market timing organizations or
other entities using programmed or frequent exchanges. The Portfolios reserve
the right to reject any specific purchase or exchange request, including a
request made by a market timer.

12
<PAGE>

TAX INFORMATION

Each Portfolio intends to qualify as a regulated investment company by
satisfying the requirements under Subchapter M of the Internal Revenue Code of
1986, as amended (Code), including requirements with respect to diversification
of assets, distribution of income and sources of income. As a regulated
investment company, a Portfolio generally will not be subject to tax on its
ordinary income and net realized capital gains.

Each Portfolio also intends to comply with the diversification requirements of
Section 817(h) of the Code for those investors who acquire shares through
variable annuity contracts and variable life insurance policies so that those
contract owners and policy owners should not be subject to federal tax on
distributions from the Portfolios to the insurance company separate accounts.
Contract owners and policy owners should review the applicable contract
prospectus, prospectus summary or disclosure statement for information regarding
the personal tax consequences of purchasing a contract or policy.

Dividends and Distributions. Dividends and capital gains distributions, if any,
are paid on an annual basis around the end of the year. To comply with federal
tax regulations, a Portfolio may also pay an additional capital gains
distribution, usually in June.

Both income dividends and capital gains distributions are paid by each Portfolio
on a per share basis. As a result, at the time of payment, the share price of
the Portfolio will be reduced by the amount of the payment.

13
<PAGE>

FINANCIAL HIGHLIGHTS

These highlights are intended to help you understand each Portfolio's
performance since its commencement of operations. Certain information reflects
financial results for a single Portfolio share. The total returns in the tables
represent the rate an investor would have earned (or lost) on an investment in
the Portfolio (assuming reinvestment of all dividends and distributions). The
information in these tables has been audited by _________________, independent
auditors, whose report, along with the Portfolios' Financial Statements, is
included in the Fund's current Annual Report, which is available upon request.

(for one outstanding share throughout each period)

<TABLE>
<CAPTION>
Ascent VP
----------------------------------------------------------------------------------
Period From July 5,
Year Ended Year Ended Year Ended Year Ended 1995 (Commencement
December 31, December 31, December 31, December 31, of Operations) to
1999 1998 1997 1996 December 31, 1995+
---- ---- ---- ---- -----------------
<S> <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 or loss on investments.........
---- ---- ---- ---- ----
Total from investment operations..
---- ---- ---- ---- ----
Less distributions:
From net investment income............ ( ) ( ) ( ) ( )
--- --- ---- ----
From net realized gains on investments
( ) ( ) ( ) -
---- --- --- ---- -----
Total distributions............... ( ) ( ) ( ) ( )
---- --- --- ---- ----
Net asset value, end of period........... $ $ $ $ $
==== ==== ==== ==== ====

Total return*............................ % % % %
Net assets, end of period (000's)........ $ $ $ $ $
Ratio of total expenses to average net
assets................................. % % % %(1)
Ratio of net investment income to average
net assets............................. % % % %(1)
Portfolio turnover rate.................. % % % %
</TABLE>

(1) Annualized.
* The total return percentage does not reflect any separate account charges
under variable annuity contracts and life policies.
+ Per share data calculated using weighted average number of shares
outstanding throughout the period.

14
<PAGE>

<TABLE>
<CAPTION>
Crossroads VP
- -------------------------------------------------------------------------------------------
Period From July 5,
Year Ended Year Ended Year Ended Year Ended 1995 (Commencement
December 31, December 31, December 31, December 31, of Operations) to
1999 1998 1997 1996 December 31, 1995+
---- ---- ---- ---- -----------------
<S> <C> <C> <C> <C>
$ $ $ $ $
---- ---- ---- ---- ----

+ +

---- ---- ---- ---- ----

$ $ $ $ $
==== ==== ==== ==== ====

% % % %
$ $ $ $ $

% % % %(1)

% % % %(1)
% % % %
</TABLE>

15
<PAGE>

(for one outstanding share throughout each period)

<TABLE>
<CAPTION>
Legacy VP
-------------------------------------------------------------------------------------
Period From July 5,
Year Ended Year Ended Year Ended Year Ended 1995 (Commencement
December 31, December 31, December 31, December 31, of Operations) to
1999 1998 1997 1996 December 31, 1995+
---- ---- ---- ---- -----------------
<S> <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 or loss on investments......... ---- ---- ---- ---- -----

Total from investment operations.. ---- ---- ---- ---- -----

Less distributions:
From net investment income............
From net realized gains on investments
---- ---- ---- ---- -----
Total distributions...............
---- ---- ---- ---- -----
Net asset value, end of period........... $ $ $ $ $
==== ==== ==== ==== =====

16
<PAGE>

ADDITIONAL INFORMATION

The SAI, which is incorporated by reference into this Prospectus, contains
additional information about each Portfolio. The most recent annual and
semiannual reports also contain information about each Portfolio's investments,
as well as a discussion of the market conditions and investment strategies that
significantly affected each Portfolio's performance during the past fiscal year.

You may request free of charge the current SAI or the most recent annual and
semiannual reports, or other information about the Portfolios, by calling
1-800-262-3862 or writing to:

Aetna Generation Portfolios, Inc.
151 Farmington Avenue
Hartford, Connecticut 06156-8962

The SEC also makes available to the public reports and information about the
Portfolios. Certain reports and information, including the SAI, are available on
the EDGAR Database on the SEC's website (http://www.sec.gov) or at the SEC's
public reference room in Washington, D.C. You may call 202-942-8090 to get
information about the operations of the public reference room. You may obtain
copies of reports and other information about the Portfolios, after paying a
duplicating fee, by sending an e-mail request to: [email protected], or by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

Investment Company Act File No. 811-8934.

17
<PAGE>

PART C

OTHER INFORMATION

Item 23. Exhibits

(a.1) Articles of Incorporation(1)
(a.2) Articles Supplementary(2)
(a.3) Articles of Amendment(3)
(b) Amended Bylaws(2)
(c) Investment Defining Rights of Holders(4)
(d) Investment Advisory Agreement between Aeltus Investment
Management, Inc. (Aeltus) and Aetna Generation Portfolios,
Inc. (AGPI), on behalf of Aetna Ascent VP, Aetna
Crossroads VP and Aetna Legacy VP
(e) Underwriting Agreement between Aetna Life Insurance and
Annuity Company (Aetna) and AGPI(2)
(f) Directors' Deferred Compensation Plan(5)
(g) Custodian Agreement between AGPI and Mellon Bank, N.A.(1)
(h.1) Administrative Services Agreement between Aeltus and AGPI,
on behalf of Aetna Ascent VP, Aetna Crossroads VP and Aetna
Legacy VP(6)
(h.2) Amendment to Administrative Services Agreement between Aeltus
and AGPI, on behalf of Aetna Ascent VP, Aetna Crossroads
VP and Aetna Legacy VP
(h.3) License Agreement(1)
(i) Opinion and Consent of Counsel
(j) Consent of Independent Auditors*
(k) Not applicable
(l) Agreement Concerning Initial Capital(1)
(m) Not applicable
(n) Not applicable
(o) Not applicable
(p.1) Aeltus Code of Ethics*
(p.2) Aetna Code of Ethics*
(p.3) Aetna Mutual Funds Code of Ethics*
(q.1) Power of Attorney (December 10, 1997)(7)
(q.2) Authorization for Signature(8)

* To be filed by amendment.

1. Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on June 19,
1995.

2. Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 15,
1997.

3. Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 27,
1998.

4. Incorporated by reference Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 25,
1996.
<PAGE>

5. Incorporated by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on February
26, 1998.

6. Incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 27,
1999.

7. Incorporated by reference to Post-Effective Amendment No. 29 to the
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on December
17, 1998.

8. Incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically with the Securities and Exchange Commission on September
26, 1997.
<PAGE>

Item 24. Persons Controlled by or Under Common Control

Registrant is a Maryland corporation for which separate financial
statements are filed. As of January 31, 2000, Aetna, and its affiliates,
had the following interest in the portfolios of the Registrant, through
direct ownership or through one of Aetna's separate accounts:

% Aetna
Aetna Ascent VP 98.50%
Aetna Crossroads VP 90.93%
Aetna Legacy VP 99.13%

Aetna is an indirectly wholly-owned subsidiary of Aetna Inc.

A list of all persons directly or indirectly under common control with
the Registrant and a list which indicates the principal business of each
such company referenced in the diagram are incorporated herein by
reference to Item 26 of Post-Effective Amendment No. 2 to the
Registration Statement on Form N-4 (File No. 333-56297), as filed
electronically with the Securities and Exchange Commission on November
23, 1999.

Item 25. Indemnification

Article 9, Section (d) of the Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit (a.1) of this Post-Effective
Amendment, provides for indemnification of directors and officers. In
addition, the Registrant's officers and directors are currently covered
under a directors and officers errors and omissions liability insurance
policy issued by ICI Mutual Insurance Company, which expires October 1,
2002.

Section XI.B of the Administrative Services Agreement incorporated herein
by reference to Exhibit (h.1) of this Post-Effective Amendment, provides
for indemnification of the Administrator.

Reference is also made to Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland which provides
generally that (1) a corporation may (but is not required to) indemnify
its directors for judgments, fines and expenses in proceedings in which
the director is named a party solely by reason of being a director,
provided the director has not acted in bad faith, dishonestly or
unlawfully, and provided further that the director has not received any
"improper personal benefit"; and (2) that a corporation must (unless
otherwise provided in the corporation's charter or articles of
incorporation) indemnify a director who is successful on the merits in
defending a suit against him by reason of being a director for
"reasonable expenses." The statutory provisions are not exclusive; i.e.,
a corporation may provide greater indemnification rights than those
provided by statute.

Item 26. Business and Other Connections of Investment Adviser

The investment adviser, Aeltus, is registered as an investment adviser
with the Securities and Exchange Commission. In addition to serving as
the investment adviser and administrator for the Registrant, Aeltus acts
as investment adviser and administrator for Aetna Variable Fund, Aetna
Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP, Inc., Aetna
GET Fund, Aetna Variable Portfolios, Inc., and Aetna Series Fund, Inc.
(all management investment companies registered under the Investment
Company Act of 1940 (the "1940 Act")). It also acts as investment adviser
to certain private accounts.
<PAGE>

The following table summarizes the business connections of the directors
and principal officers of the investment adviser.

<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________________
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1997/Addresses*
_________________________________________________________________________________________________________________________
<S> <C> <C>
John Y. Kim Director, President, Chief Director (February 1995 - March 1998) -- Aetna Life
Executive Officer, Chief Insurance and Annuity Company; Senior Vice President
Investment Officer (since September 1994) - Aetna Life Insurance and
Annuity Company.

J. Scott Fox Director, Managing Director, Vice President (since April 1997) - Aetna Retirement
Chief Operating Officer, Chief Services, Inc.; Director and Senior Vice President
Financial Officer (March 1997 - February 1998) -- Aetna Life Insurance
and Annuity Company.

Thomas J. McInerney Director President (since August 1997) -- Aetna Retirement
Services, Inc.; Director and President (since September
1997) -- Aetna Life Insurance and Annuity Company;
Executive Vice President (since August 1997) -- Aetna
Inc.

Catherine H. Smith Director Chief Financial Officer (since February 1998) -- Aetna
Retirement Services, Inc.; Director, Senior Vice
President and Chief Financial Officer (since February
1998) -- Aetna Life Insurance and Annuity Company; Vice
President, Strategy, Finance and Administration,
Financial Relations (September 1996 - February 1998) --
Aetna Inc.

Stephanie A. DeSisto Vice President

Amy R. Doberman Vice President, General Counsel (since December 1996)--
Counsel and Secretary Aetna Retirement Services, Inc.

Brian K. Kawakami Vice President, Chief Chief Compliance Officer & Director (since January
Compliance Officer 1996) -- Aeltus Trust Company; Chief Compliance Officer
(since August 1993) -- Aeltus Capital, Inc.

Neil Kochen Managing Director, Equity Managing Director (since April 1996) - Aeltus Trust
Investments Company; Managing Director (since August 1996) --
Aeltus Capital, Inc.

Frank Litwin Managing Director, Retail
Marketing and Sales

L. Charles Meythaler Managing Director, Director (since July 1997) -- Aeltus Trust Company;
Institutional Marketing Managing Director (since June 1997) -- Aeltus Trust
and Sales Company.
</TABLE>
<PAGE>

James Sweeney Managing Director, Fixed
Income Investments
</TABLE>

* Except with respect to Mr. McInerney and Ms. Smith, the principal
business address of each person named is 10 State House Square,
Hartford, Connecticut 06103-3602. The address of Mr. McInerney and Ms.
Smith is 151 Farmington Avenue, Hartford, Connecticut 06156.

Item 27. Principal Underwriters

(a) In addition to serving as the principal underwriter for the Registrant,
Aetna also acts as the principal underwriter for Aetna Variable Fund,
Aetna Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP, Inc.,
Aetna GET Fund and Aetna Variable Portfolios, Inc. and as investment
adviser, principal underwriter and administrator for Portfolio Partners,
Inc. (all management investment companies registered under the 1940 Act).
Additionally, Aetna acts as the principal underwriter and depositor for
Variable Annuity Account B of Aetna, Variable Annuity Account C of Aetna,
Variable Annuity Account G of Aetna, and Variable Life Account B of Aetna
(separate accounts of Aetna registered as unit investment trusts under
the 1940 Act). Aetna is also the principal underwriter for Variable
Annuity Account I of Aetna Insurance Company of America (AICA) (a
separate account of AICA registered as a unit investment trust under the
1940 Act).

(b) The following are the directors and principal officers of the
Underwriter:

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Principal Positions and Offices
Business Address* Underwriter with Registrant
---------------- ----------- ---------------------
<S> <C> <C>
Thomas J. McInerney Director and President None

Shaun P. Mathews Director and Senior Vice President Director

Catherine H. Smith Director, Senior Vice President and Chief None
Financial Officer

Allan Baker Senior Vice President None

David E. Bushong Senior Vice President None

Paul R. Donovan Senior Vice President None

Steven A. Haxton Senior Vice President None

Gary J. Hegedus Senior Vice President None

Willard I. Hill, Jr. Senior Vice President None

John Y. Kim Senior Vice President and Chief Investment Director
Officer

Martin T. Conroy Vice President and Treasurer None

Kathleen A. Murphy Senior Vice President and Deputy General None
Counsel

Therese Squillacote Vice President and Chief Compliance Officer None
</TABLE>
<PAGE>

Kirk P. Wickman Senior Vice President, General Counsel and None
Corporate Secretary
</TABLE>

* Except with respect to Mr. Kim, the principal business address of all
directors and officers listed is 151 Farmington Avenue, Hartford,
Connecticut 06156. Mr. Kim's address is 10 State House Square, Hartford,
Connecticut 06103-3602.

Item 28. Location of Accounts and Records

As required by Section 31(a) of the 1940 Act and the rules thereunder,
the Registrant and its investment adviser, Aeltus, maintain physical
possession of each account, book or other document, at 151 Farmington
Avenue, Hartford, Connecticut 06156 and 10 State House Square, Hartford,
Connecticut 06103-3602, respectively.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company
Act, Aetna Generation Portfolios, Inc. has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, duly authorized, in the
City of Hartford, and State of Connecticut, on the 16th day of February, 2000.

AETNA GENERATION PORTFOLIOS, INC.
----------------------------------
(Registrant)

By J. Scott Fox*
-------------------------------
J. Scott Fox
President

Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date(s) indicated.

<TABLE>
<CAPTION>
Signature Title Date
- -------- ----- ----
<S> <C> <C>
J Scott Fox* President and Director )
- ---------------------------- (Principal Executive Officer) )
J. Scott Fox )
)
Albert E. DePrince, Jr.** Director )
- ---------------------------- )
Albert E. DePrince, Jr. )
)
Maria T. Fighetti* Director ) February
- ---------------------------- ) 16, 2000
Maria T. Fighetti )
)
David L. Grove* Director )
- ---------------------------- )
David L. Grove )
)
John Y. Kim* Director )
- ---------------------------- )
John Y. Kim )
)
Sidney Koch* Director )
- ---------------------------- )
Sidney Koch )
)
Shaun P. Mathews* Director )
- ---------------------------- )
Shaun P. Mathews )
)
Corine T. Norgaard* Director )
- ---------------------------- )
Corine T. Norgaard )
)
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
Richard G. Scheide* Director )
- ----------------------------
Richard G. Scheide )
)
Stephanie A. DeSisto*** Treasurer and Chief Financial Officer )
- ---------------------------- (Principal Financial and Accounting Officer) )
Stephanie A. DeSisto )
</TABLE>

By: /s/ Amy R. Doberman
------------------------------------------------
*Amy R. Doberman
Attorney-in-Fact

* Executed pursuant to Power of Attorney dated November 6, 1998 and filed
with the Securities and Exchange Commission on December 17, 1998.
<PAGE>

Aetna Generation Portfolios, Inc.

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
---------- ------- ----
<S> <C>
99-(d) Investment Advisory Agreement between Aeltus Investment Management,
Inc. (Aeltus) and Aetna Generation Portfolios, Inc. (AGPI), on behalf
of Aetna Ascent VP, Aetna Crossroads VP and Aetna Legacy VP
------------------

99-(h.2) Amendment to Administrative Services Agreement
between Aeltus and AGPI, on behalf of Aetna
Ascent VP, Aetna Crossroads VP and Aetna Legacy
VP
------------------

99-(i) Opinion and Consent of Counsel
------------------
</TABLE>

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made by and between AELTUS INVESTMENT MANAGEMENT, INC. a
Connecticut corporation (the "Adviser") and AETNA GENERATION PORTFOLIOS, INC., a
Maryland corporation (the "Fund"), on behalf of its portfolio, Aetna Ascent VP
(the "Portfolio"), as of the date set forth above 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 (the "1940 Act"); and

WHEREAS, the Fund has established the Portfolio; and

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

WHEREAS, the Fund, on behalf of the Portfolio, and the Adviser desire to enter
into an agreement to provide for investment advisory and management services for
the Portfolio 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 Portfolio, hereby appoints the Adviser to serve as the investment adviser to
the Portfolio, 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 Portfolio and has no authority
to act for or represent the Portfolio 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 Portfolio;
<PAGE>

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

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 Portfolio, securities held by or under
consideration for the Portfolio, 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 Portfolio's securities,
transfer agents, dividend paying agents, pricing services and
other service providers as are necessary to carry out the terms of
this Agreement; and

7. 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 Commission under the Advisers Act. The
Adviser shall maintain such registration 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 Portfolio in carrying out
its obligations hereunder.

-2-
<PAGE>

B. Representations and Warranties of the Portfolio and the Fund

The Fund, on behalf of the Portfolio, 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 Portfolio are registered or qualified for offer and
sale to the public under the Securities Act of 1933 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

Subject to the approval of the Board and the shareholders of the
Portfolio, the Adviser may enter into a Subadvisory Agreement to engage
a subadviser to the Adviser with respect to the Portfolio.

V. BROKER-DEALER RELATIONSHIPS

A. Portfolio Trades

The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio 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 Portfolio
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 or research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Adviser and/or the
other accounts over which the Adviser or its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or
dealer who provides such brokerage or research services a commission
for executing a portfolio transaction for the Portfolio 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 or research services provided by such broker
or dealer and is paid in compliance with Section 28(e). 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 Adviser may consider the sale of

-3-
<PAGE>

shares of the Portfolio and of other investment companies advised by the
Adviser as a factor in the selection of brokers or dealers to effect
transactions for the Portfolio, subject to the Adviser's duty to seek
best execution. The Adviser may also select brokers or dealers to effect
transactions for the Portfolio that provide payment for expenses of the
Portfolio. The Board shall periodically review the commissions paid by
the Portfolio 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
Portfolio 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 current Registration Statement of the
Fund;

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.

VIII. COMPENSATION

For the services to be rendered, the facilities furnished and the expenses
assumed by the Adviser, the Fund, on behalf of the Portfolio, shall pay to the
Adviser an annual fee, payable monthly, equal to .60% of the average daily net
assets of the Portfolio. Except as hereinafter set forth, compensation under
this Agreement shall be calculated and accrued daily at the rate of 1/365 of
.60% of the daily net assets of the Portfolio. 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.

-4-
<PAGE>

IX. EXPENSES

The expenses in connection with the management of the Portfolio shall be
allocated between the Portfolio 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 Portfolio, including without
limitation, office space, office equipment, telephone and
postage costs; and

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

B. Expenses of the Portfolio

The Portfolio shall pay:

1. investment advisory fees pursuant to this Agreement;

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

3. fees and expenses of the Portfolio's 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 Portfolio;

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;

- 5 -
<PAGE>

8. all fees and expenses of the Fund'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 Portfolio, except for those expenses paid by third
parties in connection with the distribution of Portfolio
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 Portfolio or in cash;

11. costs and expenses (other than those detailed in paragraph
9 above) of promoting the sale of shares in the Portfolio,
including preparing prospectuses and reports to
shareholders of the Portfolio, provided, nothing in this
Agreement shall prevent the charging of such costs to third
parties involved in the distribution and sale of Portfolio
shares;

12. fees payable by the Portfolio to the Commission or to any
state securities regulator or other regulatory authority
for the registration of shares of the Portfolio 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

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

Notwithstanding the above, the Adviser may waive a portion or all of the fees it
is entitled to receive.

In addition, the Adviser may reimburse the Fund, on behalf of a Portfolio, for
expenses allocated to a Portfolio.

The Adviser has agreed to waive fees and/or reimburse expenses through December
31, 2000 so that the total annual operating expenses (excluding distribution
fees) do not exceed 0.75% of the average daily net assets.

X. ADDITIONAL SERVICES

- 6 -
<PAGE>

Upon the request of the Board, the Adviser may perform certain accounting,
shareholder servicing or other administrative services on behalf of the
Portfolio that are not required by this Agreement. Such services will be
performed on behalf of the Portfolio and the Adviser may receive from the
Portfolio 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 Portfolio and its shareholders. Payment or assumption by the
Adviser of any Portfolio 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 Portfolio nor obligate the Adviser to pay or assume any
similar Portfolio expense on any subsequent occasions.

XI. NONEXCLUSIVITY

The services of the Adviser to the Portfolio 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.

XII. TERM

This Agreement shall become effective on January 1, 2000, and shall remain in
force and effect through December 31, 2000 unless earlier terminated under the
provisions of Article XIV.

XIII. 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 Portfolio's 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.

XIV. TERMINATION

- 7 -
<PAGE>

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 Portfolio's
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."

XV. 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.

XVI. 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, on behalf of the Portfolio:

10 State House Square
Hartford, Connecticut 06103
Fax number 860/275-2158

if to the Adviser:

10 State House Square
Hartford, Connecticut 06103
Fax number 860/275-4440

XVII. 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 or orders of the
Commission issued pursuant to the 1940 Act, or contained in no-action and
interpretive positions taken by the Commission staff. In addition, where the
effect of a requirement of the 1940 Act reflected in the provisions of this
Agreement is revised

- 8 -
<PAGE>
by rule or order of the Commission, such provisions shall be deemed to
incorporate the effect of such rule or order.

XVIII. SERVICE MARK

The service mark of the Fund and the Portfolio and the name "Aetna" have been
adopted by the Fund with the permission of Aetna Services, Inc. (formerly known
as Aetna Life and Casualty Company) and their continued use is subject to the
right of Aetna Services, Inc. to withdraw this permission in the event the
Adviser or another affiliated corporation of Aetna Services, Inc. should not be
the investment adviser of the Portfolio.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the 30th day of December, 1999.

<TABLE>
<S> <C> <C>
Aeltus Investment Management, Inc.

Attest: /s/ Daniel E. Burton By: /s/ Amy R. Doberman
-------------------------------------- ------------------------------------------
Name: Daniel E. Burton Name: Amy R. Doberman
-------------------------------------- ------------------------------------------
Title: Assistant Secretary Title: Vice President
-------------------------------------- ------------------------------------------

Aetna Generation Portfolios, Inc.
on behalf of its Portfolio
Aetna Ascent VP

Attest: /s/ Michael Gioffre By: /s/ J. Scott Fox
-------------------------------------- ------------------------------------------
Name: Michael Gioffre Name: J. Scott Fox
-------------------------------------- ------------------------------------------
Title: Assistant Secretary Title: President
-------------------------------------- ------------------------------------------
</TABLE>

- 9 -
<PAGE>

Investment Advisory Agreement
Schedule Pursuant to Rule 483(d)(2) under the Securities Act of 1933

Investment Advisory Agreements have been entered into by Aetna Generation
Portfolios, Inc. on behalf of the following portfolios in substantially the same
form and type as exhibit (d) - Investment Advisory Agreement, included herewith.

<TABLE>
<CAPTION>
Difference in Difference in
Date Portfolio Compensation Expenses
---- --------- ------------ --------
<S> <C> <C> <C>
12/30/99 Aetna Crossroads VP 0.60% of the average daily net Total annual
assets of the Portfolio operating fees do not
exceed 0.70% of the
average daily net
assets
12/30/99 Aetna Legacy VP 0.60% of the average daily net Total annual
assets of the Portfolio operating fees do not
exceed 0.65% of the
average daily net
assets
</TABLE>

- 10 -

AMENDMENT
TO
ADMINISTRATIVE SERVICES AGREEMENT

WHEREAS, AETNA GENERATIONS PORTFOLIOS, INC., a Maryland corporation, on
behalf of each of its portfolios, Aetna Ascent VP, Aetna Crossroads VP and Aetna
Legacy VP (each a "Portfolio"), has entered into an Administrative Services
Agreement (the "Agreement") with AELTUS INVESTMENT MANAGEMENT, INC., a
Connecticut corporation (the "Administrator"), effective January 1, 1999;

NOW THEREFORE, it is agreed as follows:

The fee waiver provision in Section VII of the Agreement is amended as
follows:

Notwithstanding the above, the Administrator may waive a portion or all
of the fees it is entitled to receive. Through December 31, 2000, the
Administrator has agreed to waive fees so that the total annual operating
expenses (excluding distribution fees) do not exceed the percentage of
the average daily net assets outlined below for each Portfolio:

Aetna Ascent VP 0.75%
Aetna Crossroads VP 0.70%
Aetna Legacy VP 0.65%

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the 30th day of
December, 1999.

<TABLE>
<CAPTION>
AELTUS INVESTMENT
MANAGEMENT, INC.
<S> <C> <C> <C>
Attest: /s/ Daniel E. Burton By: /s/ Amy R. Doberman
----------------------------------- -------------------------------------------
Name: Daniel E. Burton Name: Amy R. Doberman
----------------------------------- -------------------------------------------
Title: Assistant Secretary Title: Vice President
----------------------------------- -------------------------------------------

<CAPTION>
AETNA GENERATIONS PORTFOLIOS, INC.
on behalf of its Portfolios,
Aetna Ascent VP
Aetna Crossroads VP
Aetna Legacy VP
<S> <C> <C> <C>
Attest: /s/ Michael Gioffre By: /s/ J. Scott Fox
-------------------------------------- -------------------------------------------
Name: Michael Gioffre Name: J. Scott Fox
-------------------------------------- --------------------------------------------
Title: Assistant Secretary Title: President
-------------------------------------- --------------------------------------------
</TABLE>

10 State House Square, SH11
Hartford, CT 06103-3602

Amy R. Doberman
Counsel
Aetna Generation Portfolios, Inc.
February 16, 2000 (860) 275-2032
Fax: (860) 275-2158

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attn: Filing Desk

Re: Aetna Generation Portfolios, Inc.
Post-Effective Amendment No. 9 to
Registration Statement on Form N-1A
(File No. 33-88334 and 811-8934)

Dear Sir or Madam:

The undersigned serves as counsel to Aetna Generation Portfolios, Inc., a
Maryland corporation (the "Company"). It is my understanding that the Company
has registered an indefinite number of shares of beneficial interest under the
Securities Act of 1933 (the "1933 Act") pursuant to Rule 24f-2 under the
Investment Company Act of 1940 (the "1940 Act").

Insofar as it relates or pertains to the Company, I have reviewed the prospectus
and the Company's Registration Statement on Form N-1A, as amended to the date
hereof, filed with the Securities and Exchange Commission under the 1933 Act and
the 1940 Act, pursuant to which the Shares will be sold (the "Registration
Statement"). I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents and other instruments I have
deemed necessary or appropriate for the purpose of this opinion. For purposes of
such examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, Maryland and the District of
Columbia. My opinion herein as to Maryland law is based upon a limited inquiry
thereof that I have deemed appropriate under the circumstances.

Based upon the foregoing, and assuming the securities are issued and sold in
accordance with the provisions of the Company's Articles of Incorporation and
the Registration Statement, I am of the opinion that the securities will when
sold be legally issued, fully paid and nonassessable.
<PAGE>

Page 2
February 16, 2000

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ Amy R. Doberman

Amy R. Doberman
Counsel