AARP MANAGED INVESTMENT PORTFOLIOS
N-1A EL, 1996-11-18
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     Filed with the Securities and Exchange Commission on November 18, 1996.

                                                              File No.
                                                              File No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.     1
                                      -------  
         Post-Effective Amendment No.
                                      -------
                                       and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.    1
                       -------

                    AARP Managed Investment Portfolios Trust
                    ----------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                 Two International Place, Boston, MA 02110-4103
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (617) 295-2567
                                                           --------------

                               Thomas F. McDonough
                         Scudder, Stevens & Clark, Inc.
                    Two International Place, Boston, MA 02110
                    -----------------------------------------
                     (Name and Address of Agent for Service)


Approximate date of proposed public offering:  As soon as practicable  after the
effective date of the registration statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, the
Registrant  hereby  elects  to  register  an  indefinite  number  of  shares  of
beneficial interest, $.01 par value.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


<PAGE>


                    AARP MANAGED INVESTMENT PORTFOLIOS TRUST
                              CROSS-REFERENCE SHEET

                           Items Required by Form N-1A
                           ---------------------------

<TABLE>
<CAPTION>
PART A
- ------

Item No.       Item Caption             Prospectus Caption
- --------       ------------             ------------------
<C>             <C>                      <C>                 
1.             Cover Page               COVER PAGE

2.             Synopsis                 FUND EXPENSES
                                        EXAMPLES OF WHAT FUND EXPENSES WOULD BE ON A $1,000
                                          INVESTMENT IN EACH AARP FUND
                                        AN OVERVIEW OF THE AARP INVESTMENT PROGRAM 
                                        WHAT DOES THE AARP INVESTMENT PROGRAM OFFER ME?

3.             Condensed Financial      FINANCIAL HIGHLIGHTS
               Information              UNDERSTANDING FUND PERFORMANCE

4.             General Description      AN OVERVIEW OF THE AARP INVESTMENT PROGRAM
               of Registrant            INVESTMENT OBJECTIVES AND POLICIES
                                        OTHER INVESTMENT POLICIES AND RISK FACTORS
                                        FUND ORGANIZATION

5.             Management of the        FUND EXPENSES
               Fund                     EXAMPLES OF WHAT FUND EXPENSES WOULD BE ON A $1,000
                                          INVESTMENT IN EACH AARP FUND
                                        FINANCIAL HIGHLIGHTS
                                        FUND ORGANIZATION
                                        AN OVERVIEW OF THE AARP INVESTMENT PROGRAM

5A.            Management's             NOT APPLICABLE
               Discussion of Fund
               Performance

6.             Capital Stock and        ADDITIONAL INFORMATION ABOUT
               Other Securities           DISTRIBUTIONS AND TAXES
                                        FUND ORGANIZATION
                                        ACCESS TO YOUR INVESTMENT

7.             Purchase of Securities   OPENING AN ACCOUNT
               Being Offered            ADDING TO YOUR INVESTMENT
                                        EXCHANGING
                                        INVESTOR SERVICES
                                        WIRE TRANSFER INSTRUCTIONS

8.             Redemption or            EXCHANGING
               Repurchase               ACCESS TO YOUR INVESTMENT
                                        SIGNATURE GUARANTEES
                                        INVESTOR SERVICES

9.             Pending Legal            NOT APPLICABLE
               Proceedings


                            Cross Reference - Page 1
<PAGE>


PART B
- ------
                                          Caption in Statement of
Item No.       Item Caption               Additional Information
- --------       ------------               ----------------------

10.            Cover Page                 COVER PAGE

11.            Table of Contents          TABLE OF CONTENTS

12.            General Information        TRUST ORGANIZATION
               and History

13.            Investment Objectives      THE FUNDS' INVESTMENT OBJECTIVES
               and Policies                 AND POLICIES
                                          BROKERAGE AND PORTFOLIO TURNOVER

14.            Management of the          MANAGEMENT OF THE FUNDS
               Fund                       TRUSTEES AND OFFICERS
                                          REMUNERATION

15.            Control Persons and        TRUSTEES AND OFFICERS
               Principal Holders
               of Securities

16.            Investment Advisory        MANAGEMENT OF THE FUNDS
               and Other Services         TRUSTEES AND OFFICERS
                                          OTHER INFORMATION

17.            Brokerage Allocation       BROKERAGE AND PORTFOLIO TURNOVER

18.            Capital Stock and          TRUST ORGANIZATION
               Other Securities

19.            Purchase, Redemption       THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES
               and Pricing of Securities  PURCHASES
               Being Offered              REDEMPTIONS
                                          RETIREMENT PLANS
                                          OTHER PLANS
                                          NET ASSET VALUE

20.            Tax Status                 TAXES

21.            Underwriters               DISTRIBUTOR

22.            Calculations of            DIVIDENDS AND YIELD
               Performance Data

23.            Financial Statements       FINANCIAL STATEMENTS
</TABLE>


                            Cross Reference - Page 2
<PAGE>




                      AARP INVESTMENT PROGRAM FROM SCUDDER
                                   PROSPECTUS

   
                                February 1, 1997

There are 15 pure no-load AARP Mutual Fund  Portfolios  that have been developed
to help meet the investment needs of AARP members.  The Funds are organized into
five Trusts (see page 55 for more information on the Trusts).
    

 Trusts                               AARP Mutual Funds
 ------                               -----------------
 AARP Cash Investment Funds           AARP High Quality Money Fund

   
 AARP Income Trust                    AARP GNMA and U.S. Treasury Fund
                                      AARP High Quality Bond Fund
                                      AARP Bond Fund for Income
    

 AARP Tax Free Income Trust           AARP High Quality Tax Free Money Fund 
                                      AARP Insured Tax Free General Bond Fund

   
 AARP Growth Trust                    AARP Balanced Stock and Bond Fund
                                      AARP Growth and Income Fund
                                      AARP Blue Chip Index Fund
                                      AARP Global Growth Fund
                                      AARP Capital Growth Fund
                                      AARP International Stock Fund
                                      AARP Small Company Stock Fund

 AARP Managed Investment              AARP Diversified Income Portfolio
    Portfolios  Trust                 AARP Diversified Growth Portfolio
    

      This combined  Prospectus  provides  information about the AARP Investment
Program from Scudder that a prospective  investor should know before  investing.
Please keep it for future reference.

      The U.S. Government does not and has never insured or guaranteed shares of
any mutual fund,  including the AARP Mutual Funds.  For limitations on insurance
relative to the AARP Insured Tax Free  General Bond Fund,  see page 29. The AARP
High Quality  Money Fund and the AARP High Quality Tax Free Money Fund each seek
to  maintain a constant  net asset  value of $1.00 per share.  The Fund  Manager
cannot assure investors that these funds will be able to maintain a stable $1.00
per share or constant net asset value.

   
      You may  get  more  detailed  information  in the  combined  Statement  of
Additional  Information  (SAI) dated  February 1, 1997,  as amended from time to
time. The SAI is considered  part of this Prospectus by reference to it. The SAI
is on file with the Securities and Exchange Commission (SEC).
    

      You may get a copy of the SAI or a LARGER PRINT VERSION OF THIS PROSPECTUS
without charge.  Call  1-800-253-2277,  or write to Scudder  Investor  Services,
Inc., P.O. Box 2540, Boston, MA 02208-2540.

      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  COMBINED
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   PROSPECTUS
                                       1
<PAGE>

FUND EXPENSES

The AARP Mutual Funds do not charge sales fees or commissions.

100% of your investment goes to work for you.

o  No fees to open your account

o  No fees to open or maintain an AARP IRA or AARP Keogh Plan account

o  No fees to buy shares

o  No fees to exchange (move investments from one fund to another)

o  No fees to sell (redeem) shares

o  No marketing fees or distribution fees (12b-1 fees)

o  No fees to reinvest dividends

There are Annual Fund Operating  Expenses for each of the AARP Funds. You do not
pay  these  expenses  directly.   The  AARP  Funds  pay  these  expenses  before
distributing net investment income to you. These expenses include the management
fee paid to the Fund  Manager as well as other  expenses  for  services  such as
maintaining  shareholder records and furnishing  shareholder statements and fund
reports. The expenses are reflected in the AARP Funds' share prices or dividends
and are not directly charged to shareholder accounts.

The following tables present  information on the projected costs and expenses of
investing  in an AARP Fund.  You may use these  tables to  compare  the fees and
expenses of the AARP Funds with other mutual funds.

Annual Fund Operating Expenses are expressed as a percentage of each AARP Fund's
average daily net assets.

   
The chart  shows the  expenses  for each of the Funds,  except for the AARP Bond
Fund for Income,  the AARP Blue Chip Index Fund,  the AARP  International  Stock
Fund, and the AARP Small Company Stock Fund for the fiscal year ended  September
30,  1996.  For these four  Funds,  which were  introduced  on February 1, 1997,
expenses have been estimated for the coming year.
    

                                          Effective                  Total Fund
                                          Management      Other       Operating
 Fund                                      Fee Rate**    Expenses      Expenses
 ----                                      ----------    --------      --------

   
 AARP High Quality Money Fund                .40%          .58%         .98%
 AARP High Quality Tax Free Money Fund       .39%          .48%         .87%
 AARP GNMA and U.S. Treasury Fund            .42%          .25%         .67%
 AARP High Quality Bond Fund                 .49%          .46%         .95%
 AARP Bond Fund for Income
 AARP Insured Tax Free General Bond Fund     .49%          .20%         .69%
 AARP Balanced Stock and Bond Fund           .49%          .52%         1.01%
 AARP Growth and Income Fund                 .49%          .23%         .72%
 AARP Blue Chip Index Fund
 AARP Global Growth Fund                     .40%*         1.35%        1.75%*
 AARP Capital Growth Fund                    .62%          .33%         .95%
 AARP International Stock Fund
 AARP Small Company Stock Fund
    

                                   PROSPECTUS
                                       2
<PAGE>


   
*    Until____________________,  the Fund  Manager has agreed to waive a portion
     of its management  fee for AARP Global Growth Fund to the extent  necessary
     so that the total  annualized  expenses of the Fund do not exceed  1.75% of
     average  daily net  assets.  If the Fund  Manager had not agreed to waive a
     portion of its fee, it is estimated that the total  annualized  expenses of
     the Fund would be:  investment  management fee ____%,  other expenses ____%
     and total  operating  expenses  2.20% for the initial  fiscal year.  To the
     extent that expenses fall below the current  expense  limitation,  the Fund
     Manager  reserves  the right to recoup,  during the fiscal  year  incurred,
     amounts  waived  during the period,  but only to the extent that the Fund's
     expenses do not exceed 1.75%.

**   The AARP Funds' fee  structure is designed to recognize the degree to which
     the pooled resources of the Program provide  economies in the management of
     the AARP  Funds.  The fee  consists  of two  elements:  a "Base Fee" and an
     "Individual  Fund Fee." The combined  Base Fee and  Individual  Fund Fee is
     called the Effective  Management Fee Rate.  See page 56 for  information on
     how the Effective Management Fee Rate is calculated.

 AARP Diversified Income Portfolio@            0             0            0
 AARP Diversified Growth Portfolio@            0             0            0


@    The Diversified Portfolios are expected to operate at a zero expense level.
     However,   each   Portfolio's   shareholders   will  indirectly  bear  that
     Portfolio's pro rata share of fees and expenses  incurred by the Underlying
     AARP Mutual  Funds in which that  Portfolio  is  invested.  The  investment
     returns of each Portfolio, therefore, will be net of that Portfolio's share
     of the expenses of the Underlying AARP Mutual Funds in which that Portfolio
     is  invested.  The chart on pages 2 and 3 shows the expense  ratios of each
     Underlying  AARP  Mutual  Fund  after  fee  waiver or  reimbursement  where
     applicable, as of September 30, 1996. Based on this information,  the range
     for the average weighted expense ratio borne by the AARP Diversified Income
     Portfolio  is  expected  to be ___% to ___%,  and ___% to ___% for the AARP
     Diversified Growth Portfolio.  A range is provided since the average assets
     of each  Portfolio  invested  in each of the  Underlying  AARP  Funds  will
     fluctuate.  Using the midpoint of the ratios set forth above, an example of
     the expenses of each Portfolio are included in the chart below.
    

EXAMPLES OF WHAT FUND EXPENSES WOULD BE ON A $1,000 
INVESTMENT IN EACH AARP FUND

Based on the level of assets as of September 30, 1996 (and  projected  September
30,  1997  assets  for the AARP Bond Fund for  Income,  the AARP Blue Chip Index
Fund, the AARP International  Stock Fund and the AARP Small Company Stock Fund),
we have calculated the forecasted total expenses of a $1,000  investment in each
AARP Fund over specified periods.  These examples assume 5% annual return. There
are 3  other  assumptions:  (1)  redemption  at the  end  of  each  period,  (2)
reinvestment  of all dividends and  distributions,  and (3) total fund operating
expenses noted on page 2 remain the same each year.

For additional information, including reference to a $5.00 wire service fee that
is charged in some cases, please refer to page 63.

 Fund                                     1 Year  3 Years   5 Years   10 Years
 ------------------------------------------------------------------------------
 
   
 AARP High Quality Money Fund               $10     $31       $54       $120
 AARP High Quality Tax Free Money Fund        9      28        48        107
 AARP GNMA and U.S. Treasury Fund             7      21        37         83
 AARP High Quality Bond Fund                 10      30        53        117
 AARP Bond Fund for Income                                    N/A        N/A
 AARP Insured Tax Free General Bond Fund      7      22        38         86
 AARP Balanced Stock and Bond Fund           10      32        56        124
 AARP Growth and Income Fund                  7      23        40         89
    

                                   PROSPECTUS
                                        3
<PAGE>

   
 AARP Blue Chip Index Fund                                    N/A        N/A
 AARP Global Growth Fund                     18      55        95        206
 AARP Capital Growth Fund                    10      30        53        117
 AARP International Stock Fund                                N/A        N/A
 AARP Small Company Stock Fund                                N/A        N/A
 AARP Diversified Income Portfolio                            N/A        N/A
 AARP Diversified Growth Portfolio                            N/A        N/A
    


You should not  consider  these  examples as  representations  of past or future
expenses or returns. Actual fund expenses may be higher or lower in the future.


FINANCIAL HIGHLIGHTS

On the next nine pages you will find a variety of  information  about the income
and the expenses of each AARP Fund,  except for AARP Bond Fund for Income,  AARP
Blue Chip Index Fund,  AARP  International  Stock Fund, AARP Small Company Stock
Fund, AARP Diversified Income Portfolio,  and AARP Diversified Growth Portfolio,
which are newly organized. You will also find the following: (1) the net gain or
loss on the investments, (2) the distributions, if any, of income and gain, and,
(3) the change in net asset value per share from the beginning to the end of the
stated periods.  Price Waterhouse LLP, the AARP Funds' independent  accountants,
have examined this information. The Annual Report to Shareholders includes their
report.

For a copy of the Annual  Report to  Shareholders  which  includes more detailed
information  concerning the Funds' performance,  complete portfolio listings and
audited financial statements,  please contact an AARP Mutual Fund Representative
at 1-800-253-2277.

                                   PROSPECTUS
                                       4

<PAGE>


<TABLE>
<CAPTION>
                          AARP High Quality Money Fund
                          ----------------------------
                                    For the Years Ended September 30
                                    --------------------------------
                1996   1995   1994   1993    1992   1991   1990   1989    1988     1987
                ----   ----   ----   ----    ----   ----   ----   ----    ----     ----
<S>             <C>    <C>    <C>    <C>     <C>    <C>    <C>    <C>     <C>      <C>  
Net Asset      $1.00  $1.00  $1.00  $1.00  $1.00    $1.00 $1.00   $1.00 $1.00    $1.00
 Value at
 Beginning of
 Period
Net                    .049   .028   .021   .040     .060  .073    .080  .060     .050
 Investment
 Income (a)
Net Realized      --     --     --     --     --       --    --      --    --       --
 & Unrealized
 Investment
 Gain (Loss)
Total from             .049   .028   .021   .040     .060  .073    .080  .060     .050
 Investment
 Operations
Dividends             (.049) (.028) (.021) (.040)(b)(.060)(.073)  (.080)(.060)   (.050)
 from Net
 Investment
 Income
Distributions     --     --     --     --     --       --    --      --    --       --
 from Net
 Realized
 Gains
Distributions     --     --     --     --     --       --    --      --    --       --
 from Tax
 Return of
 Capital
Total                 (.049) (.028) (.021) (.040)   (.060)(.073)  (.080)(.060)   (.050)
 Distributions
Net Asset              1.00   1.00   1.00   1.00     1.00  1.00    1.00  1.00     1.00
 Value at End
 of Period
Total Return %         4.99   2.84   2.13   4.12     6.22  7.58    8.32  6.15     5.13
Net Assets              384    333    254    323      357   376     324   224      178
 End of
 Period ($
 millions)
Ratio of               .978  1.125  1.312  1.151    1.053 1.058   1.071 1.097(c) 1.160
 Operating
 Expenses to
 Average Net
 Assets % (a)
Ratio of Net          4.887  2.889  2.123  3.613    6.050 7.319   8.061 6.025    5.090
 Investment
 Income to
 Average Net
 Assets %
Portfolio                --     --     --     --       --    --      --    --       --
 Turnover
 Rate %
Per Share                --     --     --   .000     .001  .001    .001  .001     .004
 Reimbursement
 of Expenses
 (a):
(a)   Reflects a per share reimbursement of expenses during the period by the Fund
      Manager. See last row.
(b)   Includes approximately $.005 per share of net realized short-term capital gains.
(c)   Reflects fees not imposed by Fund Manager of $.001 per share.
</TABLE>

                                   PROSPECTUS
                                       5
<PAGE>


<TABLE>
<CAPTION>
                      AARP High Quality Tax Free Money Fund
                      -------------------------------------
                                  For the Years Ended September 30
                                  --------------------------------
                1996   1995   1994   1993   1992  1991(b)  1990   1989   1988   1987
                ----   ----   ----   ----   ----  -------  ----   ----   ----   ----
<S>             <C>    <C>    <C>    <C>    <C>   <C>      <C>    <C>    <C>    <C>   
Net Asset      $1.000 $1.000 $1.000 $1.000 $1.000 $.996   $.998  $1.008 $.998  $1.027
 Value at
 Beginning of
 Period
Net                    .029   .017   .016   .026   .055    .061   .059   .055   .049
 Investment
 Income (a)
Net Realized      --     --     --     --     --   .004   (.002) (.010)  .010  (.026)
 & Unrealized
 Investment
 Gain (Loss)
Total from             .029   .017   .016   .026   .059    .059   .049   .065   .023
 Investment
 Operations
Dividends             (.029) (.017) (.016) (.026) (.055)  (.061) (.059) (.055) (.049)
 from Net
 Investment
 Income
Distributions     --     --     --     --     --     --      --     --     --  (.003)
 from Net
 Realized
 Gains
Distributions     --     --     --     --     --     --      --     --     --     --
 from Tax
 Return of
 Capital
Total                 (.029) (.017) (.016) (.026) (.055)  (.061) (.059) (.055) (.052)
 Distributions
Net Asset             1.000  1.000  1.000  1.000  1.0000   .996   .998  1.008   .998
 Value at End
 of Period
Total Return %         2.99   1.76   1.62   2.58   6.10    6.02   4.98   6.65   2.25
Net Assets              120    129    134    127    119      98     90     79     70
 End of
 Period ($
 millions)
Ratio of                .87    .90    .93    .95   1.06    1.12   1.17   1.27   1.31
 Operating
 Expenses to
 Average Net
 Assets % (a)
Ratio of Net           2.94   1.75   1.60   2.54   5.43    6.06   5.85   5.47   4.80
 Investment
 Income to
 Average Net
 Assets %
Portfolio                --     --     --     --     --   39.88  21.28  62.73  22.20
 Turnover
 Rate %
Per Share                --   .000   .002   .002   .001      --     --   .005   .006
 Reimbursement
 of Expenses
 (a):
(a)   Reflects a per share reimbursement of expenses during the period by the Fund
      Manager. See last row.
(b)   On August 1, 1991 the Fund  implemented  a 15.17 to 1.00  stock  split and
      adopted its present name and  investment  objectives.  Prior to that date,
      the Fund was known as the AARP Insured Tax Free Short Term Fund. Financial
      information prior to August 1, 1991 has been restated to reflect the stock
      split and should not be considered representative of the present Fund.
</TABLE>

                                   PROSPECTUS
                                       6
<PAGE>


<TABLE>
<CAPTION>
                        AARP GNMA and U.S. Treasury Fund
                        --------------------------------
                                  For the Years Ended September 30
                                  --------------------------------
                1996   1995   1994   1993   1992  1991   1990   1989   1988    1987
                ----   ----   ----   ----   ----  ----   ----   ----   ----    ----
<S>             <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>     <C> 
Net Asset      $      $14.73 $15.96 $16.19 $15.72 $14.95$14.98 $15.11 $14.89 $15.99
 Value at
 Beginning of
 Period
Net                    1.01    .93   1.15   1.22   1.26  1.31   1.31   1.37   1.35
 Investment
 Income (a)
Net Realized      --    .46  (1.23) (.23)    .47    .77 (.03)  (.13)    .22  (1.09)
 & Unrealized
 Investment
 Gain (Loss)
Total from             1.47  (.30)    .92   1.69   2.03  1.28   1.18   1.59    .26
 Investment
 Operations
Dividends             (.98)  (.93)  (1.15) (1.22) (1.26)(1.31) (1.31) (1.37) (1.35)
 from Net
 Investment
 Income
Distributions     --     --     --     --     --     --    --     --     --  (.01)
 from Net
 Realized
 Gains
Distributions     --  (.03)     --     --     --     --    --     --     --     --
 from Tax
 Return of
 Capital
Total                 (1.01) (.93)  (1.15) (1.22) (1.26)(1.31) (1.31) (1.37) (1.36)
 Distributions
Net Asset             15.19  14.73  15.96  16.19  15.72 14.95  14.98  15.11  14.89
 Value at End
 of Period
Total Return %        10.31  (1.90)  5.89  11.19  14.12  8.86   8.17  11.07   1.54
Net Assets            5,252  5,585  6,712  5,232  3,311 2,583  2,518  2,837  2,827
 End of
 Period ($
 millions)
Ratio of                .67    .66    .70    .72    .74   .79    .79    .81    .88
 Operating
 Expenses to
 Average Net
 Assets % (a)
Ratio of Net           6.77   6.09   7.15   7.69   8.23  8.71   8.76   9.09   8.76
 Investment
 Income to
 Average Net
 Assets %
Portfolio             70.35  114.54 105.49 74.33  86.64 60.54  48.35  84.72  50.68
 Turnover
 Rate %
Per Share                --     --     --     --     --    --     --     --     --
 Reimbursement
 of Expenses
 (a):
(a)   Reflects a per share reimbursement of expenses during the period by the Fund
      Manager. See last row.
</TABLE>

                                   PROSPECTUS
                                       7
<PAGE>


<TABLE>
<CAPTION>
                           AARP High Quality Bond Fund
                           ---------------------------
                                   For the Years Ended September 30
                                   --------------------------------
                1996   1995   1994   1993   1992  1991   1990   1989    1988     1987
                ----   ----   ----   ----   ----  ----   ----   ----    ----     ----
<S>             <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>      <C>     <C>
Net Asset      $      $15.05 $17.19 $16.44 $15.71 $14.63$15.04 $14.80 $14.45    $15.87
 Value at
 Beginning of
 Period
Net                     .94    .85    .93   1.03   1.10  1.17   1.23   1.27      1.22
 Investment
 Income (a)
Net Realized      --    .95  (1.76)   .93    .73   1.08 (.41)    .24    .46     (1.19)
 & Unrealized
 Investment
 Gain (Loss)
Total from             1.89  (.91)   1.86   1.76   2.18   .76   1.47   1.73       .03
 Investment
 Operations
Dividends             (.93)  (.85)  (.93)  (1.03) (1.10)(1.17) (1.23) (1.27)    (1.22)
 from Net
 Investment
 Income
Distributions     --     --     --  (.18)     --     --    --     --  (.11)(b)  (.23)
 from Net
 Realized
 Gains
Distributions     --     --  (.38)     --     --     --    --     --     --        --
 in Excess of
 Net Realized
 Gains
Total                 (.93)  (1.23) (1.11) (1.03) (1.10)(1.17) (1.23) (1.38)    (1.45)
 Distributions
Net Asset             16.01  15.05  17.19  16.44  15.71 14.63  15.04  14.80     14.45
 Value at End
 of Period
Total Return %        12.98  (5.55) 11.88  11.56  15.44  5.21  10.38  12.38     (.09)
Net Assets              533    568    604    384    201   151    129    123       108
 End of
 Period ($
 millions)
Ratio of                .95    .95   1.01   1.13   1.17  1.14   1.16   1.17      1.18
 Operating
 Expenses to
 Average Net
 Assets % (a)
Ratio of Net           6.13   5.31   5.64   6.40   7.26  7.86   8.33   8.55      7.81
 Investment
 Income to
 Average Net
 Assets %
Portfolio             201.07 63.75  100.98 63.00  90.43 47.39  57.69  23.57     192.80
 Turnover
 Rate %
Per Share                --     --     --     --     --  .009   .007   .005      .034
 Reimbursement
 of Expenses
 (a):
(a)   Reflects a per share reimbursement of expenses during the period by the Fund
      Manager. See last row.
(b)   Includes $0.06 of distributions from paid-in capital.
</TABLE>

                                   PROSPECTUS
                                       8
<PAGE>


<TABLE>
<CAPTION>
                     AARP Insured Tax Free General Bond Fund
                     ---------------------------------------
                                  For the Years Ended September 30
                                  --------------------------------
                1996   1995   1994   1993   1992  1991   1990   1989   1988    1987
                ----   ----   ----   ----   ----  ----   ----   ----   ----    ----
<S>             <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>     <C>
Net Asset      $      $16.93 $19.00 $17.88 $17.30 $16.12$16.61 $16.02 $15.00 $16.69
 Value at
 Beginning of
 Period
Net                     .87    .86    .90    .93   1.00  1.04   1.08   1.08   1.07
 Investment
 Income (a)
Net Realized      --    .81  (1.67)  1.55    .75   1.18 (.24)    .59   1.02  (1.49)
 & Unrealized
 Investment
 Gain (Loss)
Total from             1.68  (.81)   2.45   1.68   2.18   .80   1.67   2.10  (.42)
 Investment
 Operations
Dividends             (.87)  (.86)  (.90)  (.93)  (1.00)(1.04) (1.08) (1.08) (1.07)
 from Net
 Investment
 Income
Distributions     --     --  (.34)  (.43)  (.17)     -- (.25)     --     --  (.20)
 in Excess of
 Net Realized
 Gains
Distributions     --     --  (.06)     --     --     --    --     --     --     --
 from Tax
 Return of
 Capital
Total                 (.87)  (1.26) (1.33) (1.10) (1.00)(1.29) (1.08) (1.08) (1.27)
 Distributions
Net Asset             17.74  16.93  19.00  17.88  17.30 16.12  16.61  16.02  15.00
 Value at End
 of Period
Total Return %        10.21  (4.48) 14.31  10.01  13.85  4.89  10.66  14.39  (2.94)
Net Assets            1,807  1,914  2,087  1,487  1,068   771    527    312    238
 End of
 Period ($
 millions)
Ratio of                .69    .68    .72    .74    .77   .80    .84    .92   1.00
 Operating
 Expenses to
 Average Net
 Assets % (a)
Ratio of Net           5.06   4.80   4.90   5.31   5.92  6.29   6.52   6.95   6.58
 Investment
 Income to
 Average Net
 Assets %
Portfolio             17.45  38.39  47.96  62.45  32.18 48.24  148.94 163.51 135.32
 Turnover
 Rate %
Per Share                --     --     --     --     --    --     --     --     --
 Reimbursement
 of Expenses
 (a):
(a)   Reflects a per share reimbursement of expenses during the period by the Fund
      Manager. See last row.
</TABLE>

                                   PROSPECTUS
                                       9
<PAGE>


                        AARP Balanced Stock and Bond Fund
                        ---------------------------------
<TABLE>
<CAPTION>
                                                               For the Years Ended
                                                                   September 30
                                                                   ------------
                                                              1996   1995   1994(d)
                                                              ----   ----   -------
<S>                                                           <C>    <C>     <C>    
Net Asset Value at Beginning of Period...................... $      $14.64  $15.00 
Net Investment Income (a)...................................           .61     .25 
Net Realized & Unrealized  Investment Gain (Loss)...........   --     1.79    (.37)(d) 
Total from Investment Operations............................           2.40   (.12) 
Dividends from Net Investment Income........................           (.60)  (.24)    
Distributions from Net Realized Gains.......................   --      (.04)    -- 
Distributions in Excessof Net  Realized  Gains..............   --        --     -- 
Total  Distributions........................................   --      (.64)  (.24) 
Net Asset Value at End of Period............................          16.40  14.64 
Total Return % .............................................          16.80   (.78)(b) 
Net Assets End of Period ($ millions).......................            247    175 
Ratio of Operating Expenses to Average Net Assets % (a).....           1.01   1.31(c) 
Ratio of Net Investment Income to Average Net Assets % .....           4.12   3.58(c)  
Portfolio Turnover Rate % ..................................          63.77  49.32(c) 
Average Commission Rate Paid (e) 
Per Share Reimbursement of Expenses (a):....................             --     -- 

(a)  Reflects a per share  reimbursement  of  expenses  during the period by the
     Fund Manager. See last row.
(b)  Not Annualized.
(c)  Annualized.
(d)  The amount  shown for a share  outstanding  throughout  the period does not
     accord with the change in the  aggregate  gains and losses in the portfolio
     securities during the period because of the timing of sales and repurchases
     of Fund shares in relation to fluctuating market values during the period.
(e)  Average  commission  rate paid per share is  calculated  for  fiscal  years
     beginning on or after September 1, 1995
</TABLE>



                                   PROSPECTUS
                                       10

<PAGE>


<TABLE>
<CAPTION>
                           AARP Growth and Income Fund
                           ---------------------------
                                  For the Years Ended September 30
                                  --------------------------------
                1996   1995   1994   1993   1992  1991   1990   1989    1988    1987
                ----   ----   ----   ----   ----  ----   ----   ----    ----    ----
<S>            <C>     <C>    <C>    <C>    <C>   <C>    <C>    <C>     <C>     <C>
Net Asset      $      $34.13 $32.91 $28.67 $26.97 $22.30$26.11 $20.94 $25.54   $20.88
 Value at
 Beginning of
 Period
Net                    1.11    .94    .83    .97   1.11  1.11   1.01   1.04      .67
 Investment
 Income (a)
Net Realized      --   5.44   1.62   4.58   2.11   4.78 (3.69)  5.20  (3.93)    5.51
 & Unrealized
 Investment
 Gain (Loss)
Total from             6.55   2.56   5.41   3.08   5.89 (2.58)  6.21  (2.89)    6.18
 Investment
 Operations
Dividends             (1.09) (1.13) (.87)  (.90)  (1.17)(1.15) (1.04) (.94)    (.64)
 from Net
 Investment
 Income
Distributions         (1.23) (.21)  (.30)  (.48)  (.05) (.08)     --  (.77)    (.88)
 from Net
 Realized
 Gains
Distributions            --     --     --     --     --    --     --     --       --
 in Excess of
 Net Realized
 Gains
Total                 (2.32) (1.34) (1.17) (1.38) (1.22)(1.23) (1.04) (1.71)   (1.52)
 Distributions
Net Asset             38.36  34.13  32.91  28.67  26.97 22.30  26.11  20.94    25.54
 Value at End
 of Period
Total Return %        20.43   7.99  19.38  11.59  27.19 (10.19)30.58  (10.75)  30.92
Net Assets            3,007  2,312  1,560    748    392   248    236    228      358
 End of
 Period ($
 millions)
Ratio of                .72    .76    .84    .91    .96  1.03   1.04   1.06     1.08
 Operating
 Expenses to
 Average Net
 Assets % (a)
Ratio of Net           3.28   3.00   3.08   3.84   4.61  4.76   4.19   4.52     3.81
 Investment
 Income to
 Average Net
 Assets %
Portfolio             31.26  31.82  17.44  36.40  53.68 58.47  55.21  61.34    43.25
 Turnover
 Rate %
Average
 Commission
 Rate Paid (b)
Per Share                --     --     --     --     --    --     --     --     .007
 Reimbursement
 of Expenses
 (a):
(a)   Reflects a per share reimbursement of expenses during the period by the Fund
      Manager. See last row.
(b)   Average  commission  rate paid per share is  calculated  for fiscal  years
      beginning on or after September 1, 1995.
</TABLE>

                                   PROSPECTUS
                                       11
<PAGE>


<TABLE>
<CAPTION>
                             AARP Global Growth Fund
                             -----------------------
                                                              For the Year Ended
                                                                  September 30
                                                                  ------------
                                                                     1996(a)
                                                                     -------
<S>                                                                  <C>
Net Asset Value at Beginning of Period ....................          $
Net Investment Income (a)..................................
Net Realized & Unrealized Investment Gain (Loss)...........  
Total  from  Investment Operations ........................ 
Dividends from Net Investment Income ......................
Distributions from Net Realized Gains .....................
Total  Distributions ......................................
Net Asset Value at End of Period .......................... 
Total Return %.............................................
Net Assets End of Period ($  millions)..................... 
Ratio of  Operating  Expenses to Average Net Assets % (b) .
Ratio of Net  Investment  Income to Average  Net Assets % .
Portfolio Turnover  Rate % ................................
Average  Commission  Rate Paid (e).........................
Per Share  Reimbursement  of Expenses (b)..................

(a) Operations for the period of February 1, 1996  (commencement of operations) to September 30, 1996.
(b) Reflects a per share reimbursement of expenses during the period by the Fund Manager. See last row.
(c) Not Annualized.
(d) Annualized.
(e) Average commission rate paid per share is calculated for fiscal year beginning on or after 
    September 1, 1995.
</TABLE>


                                   PROSPECTUS
                                       12

<PAGE>


<TABLE>
<CAPTION>
                            AARP Capital Growth Fund
                            ------------------------
                                  For the Years Ended September 30
                                  --------------------------------
                1996   1995   1994   1993   1992  1991    1990    1989   1988   1987
                ----   ----   ----   ----   ----  ----    ----    ----   ----   ----
<S>            <C>     <C>    <C>    <C>    <C>   <C>     <C>     <C>    <C>    <C>
Net Asset      $      $31.74 $36.20 $30.30 $30.23 $23.32$34.17   $23.88 $27.55 $21.13
 Value at
 Beginning of
 Period
Net                     .36    .00    .06    .15    .24 .54(b)     .21    .10    .11
 Investment
 Income (a)
Net Realized           6.91  (1.51)  7.19   1.09   9.05 (9.27)   10.17  (1.97)  7.40
 & Unrealized
 Investment
 Gain (Loss)
Total from             7.27  (1.51)  7.25   1.24   9.29 (8.73)   10.38  (1.87)  7.51
 Investment
 Operations
Dividends             (.01)  (.05)  (.14)  (.23)  (.59) (.19)    (.09)  (.15)  (.19)
 from Net
 Investment
 Income
Distributions         (.64)  (2.90) (1.21) (.94)  (1.79)(1.93)      --  (1.65) (.90)
 from Net
 Realized
 Gains
Total                 (.65)  (2.95) (1.35) (1.17) (2.38)(2.12)   (.09)  (1.80) (1.09)
 Distributions
Net Asset             38.36  31.74  36.20  30.30  30.23 23.32    34.17  23.88  27.55
 Value at End
 of Period
Total Return %        23.47  (4.70) 24.53   3.94  42.81 (26.94)  43.62  (5.44) 37.02
Net Assets              692    683    607    424    242   160      180     91    116
 End of
 Period ($
 millions)
Ratio of                .95    .97   1.05   1.13   1.17  1.11     1.16   1.23   1.24
 Operating
 Expenses to
 Average Net
 Assets % (a)
Ratio of Net           1.00    .02    .22    .61    .90  2.00      .89    .37    .62
 Investment
 Income to
 Average Net
 Assets %
Portfolio             98.44  79.65  100.63 89.20  99.62 83.28    63.51  45.37  53.61
 Turnover
 Rate %
Average                  --     --     --     --     --    --       --     --     --
 Commission
 Rate Paid (c)
Per Share                --     --     --     --     --  .009       --   .044   .025
 Reimbursement
 of Expenses
 (a):
(a)   Reflects a per share reimbursement of expenses during the period by the Fund
      Manager. See last row.
(b)   Net investment  income per share includes  non-recurring  dividend  income
      amounting to $.18 per share.
(c)   Average  commission  rate paid per share is  calculated  for fiscal  years
      beginning on or after September 1, 1995.
</TABLE>

                                   PROSPECTUS
                                       13

<PAGE>


AN OVERVIEW OF THE AARP INVESTMENT PROGRAM

AARP is a nonprofit organization dedicated to addressing the needs and interests
of persons aged 50 and older. It seeks through education,  advocacy, and service
to enhance the quality of life for all by promoting  independence,  dignity, and
purpose.  In the early 1980s,  research  conducted by AARP  indicated  that many
members  were not  taking  steps to  invest  adequately  for  their  future.  To
encourage members to plan for their retirement and beyond,  AARP decided to make
available a family of mutual funds.  The family of funds would  provide  members
with a limited  number of distinct  investment  choices  that were managed by an
experienced  investment  adviser.  AARP sought an investment  management firm to
develop  and  manage  the  funds.  After  interviewing  a number  of  investment
managers, AARP selected Scudder,  Stevens & Clark, Inc., who will be referred to
in this prospectus as Scudder or the Fund Manager.

Who is Scudder, Stevens & Clark?

Scudder,  Stevens & Clark is America's  oldest  independent  investment  counsel
firm. Its founder, Theodore T. Scudder, established the profession of long-term,
fee-based  investment  counsel  in 1919 at a time  when  investment  firms  were
focused on short-term,  commission-based trading. In the more than 75 years that
have  passed  since  then,  Scudder  has  grown to be one of  America's  largest
independent  investment managers.  Today, Scudder manages more than $100 billion
in assets for clients around the world. Scudder manages corporate funds, pension
plans,  and  endowments  for  institutions,  and provides an array of investment
products and services for individual clients and other investors.  These include
the Scudder Funds, a family of no-load mutual funds; a no-load variable annuity;
401(k) Plans; and several closed-end funds.

Scudder brings decades of experience and innovation to mutual fund investing. In
1928, Scudder offered America's first no-load mutual fund. Scudder was the first
company  to offer  an  international  mutual  fund to U.S.  investors.  In 1984,
Scudder was selected by AARP to develop and manage the AARP Mutual Funds.

What are the roles of AARP and Scudder?

The AARP  Investment  Program from Scudder was  established  in accordance  with
criteria set by AARP.  Specifically,  these criteria include  providing  members
with competitive  investment  performance,  allowing easy access to investments,
offering  easy-to-understand  information  concerning investing,  and delivering
superior  service.  Fulfilling  this mandate is the mission of AARP and Scudder.
Both  organizations  work  closely to ensure  these  criteria  are met.  Scudder
provides  investment  management and administrative  services for the AARP Funds
and  brings to the  Program  more  than 75 years of  investment  counseling  and
management  experience.  AARP  provides  insight into the diversity and changing
character of AARP members.  Association  staff closely monitor Program  services
and review all Program  materials to ensure conformity to AARP's high standards.
Members of AARP leadership also serve as Trustees for the AARP Funds.

WHAT DOES THE AARP INVESTMENT PROGRAM OFFER?

The Program was created to address the  investment  concerns of AARP members and
to help you make informed  investment  decisions.  It features  several benefits

                                   PROSPECTUS
                                       14
<PAGE>

that may make investing advantageous and give you greater confidence that you've
made decisions appropriate for your needs:

o    A Unique Family of Funds:  The Program offers a range of mutual funds which
     recognize  the  needs  of  AARP   members.   Each  of  the  AARP  Funds  is
     conservatively managed,  seeking to moderate share price volatility,  while
     seeking competitive returns.  This makes the AARP Funds distinct from other
     mutual  funds,  which may seek higher  returns but do not focus on reducing
     share price volatility.

o    No Sales Fees or  Commissions:  Unlike most other  mutual  funds,  the AARP
     Funds are pure no-loadt so you don't pay any sales fees or  commissions  to
     purchase,  exchange or sell (redeem) shares. In addition,  the Funds do not
     charge 12b-1 fees, which are a form of a sales charge that covers marketing
     and distribution expenses.

o    No Fees to open and maintain an AARP IRA or AARP Keogh Plan account: You'll
     pay no separate fees to open or maintain your retirement plan account.  All
     your money goes to work for your retirement.

o    Low  initial  investment:  Open an account for just $500 for each AARP Fund
     ($2,500  for the AARP High  Quality  Tax Free Money  Fund) or $250 for each
     AARP Fund in an AARP IRA or AARP  Keogh Plan  account.  So it's easy to get
     started.  See page 59 of this  prospectus  for more  information on minimum
     investments.

o    Professional  investment  management by Scudder,  Stevens & Clark:  Scudder
     brings over 75 years of investment management experience to the AARP Funds.

o    Responsive Service from AARP Mutual Fund Representatives: Our knowledgeable
     representatives are ready to answer your questions,  initiate  transactions
     or help  you  select  the AARP  Fund  which  meets  your  needs--call  them
     toll-free Monday through Friday, from 8 a.m. to 8 p.m. Eastern time.

o    Access to your  investment  when you need it. You'll be able to redeem your
     investment  at no charge  by  simply  calling  toll-free  or  writing--your
     investment  is not  locked  in.  See  page 62 of this  prospectus  for more
     information.

You'll also benefit from:

o    Informative Communications, such as newsletters and free guides;
o    Consolidated  Monthly  Statements or Quarterly  AARP IRA or AARP Keogh Plan
     Statements;
o    Prompt transaction confirmations;
o    Special Services designed to make investing simple and convenient; and
o    AARP's commitment to represent your interests.

WHAT DO THE AARP MUTUAL FUNDS OFFER?

   
The 15 AARP  Mutual  Funds  offer  members  a choice of  conservatively  managed
investments  which vary in the potential  returns and risk they offer. The Funds
address four major investment needs:  stability of principal,  income,  tax-free
income and growth. Each of the AARP Mutual Funds is managed to offer you returns
competitive  with comparable  funds or securities.  In addition,  each AARP Fund
follows a conservative  investment  approach which seeks to moderate share price
volatility  relative to funds  investing in these same markets or asset classes,
so you can feel confident  when you invest.  The AARP Funds are managed with the
needs of AARP  investors  always in mind.  Other  mutual  funds not designed and
    

                                   PROSPECTUS
                                       15
<PAGE>

managed for AARP  investors  may have higher  share  price  volatility  and have
higher  returns.  None of the AARP Funds invest in securities  issued by tobacco
companies.

   
While the AARP Funds are conservatively managed, it is important to realize that
your principal is never insured or guaranteed,  and the value of your investment
and your return  will move up and down as market  conditions  change.  The share
price of a mutual fund,  other than a money market fund,  typically moves up and
down on a  day-to-day  basis.  Share  price  volatility  reflects  the  level of
fluctuation in the value of a Fund's shares over relatively  short time periods.
A mutual fund that experiences large changes in its share price on a daily basis
would be considered to have high share price volatility.  The AARP Funds will be
managed to seek to reduce  share price  volatility  as compared to other  mutual
funds or  securities  described in a Fund's  investment  objective and policies.
This does not mean a Fund's  share price will not be affected by market  forces,
such as shifts in the stock market or interest rates.  The result will be upward
or downward  movements in the Fund's share price.  For more details on each AARP
Fund, please read the "Investment Objectives and Policies" section.

Information  on each AARP Fund is included in this  Prospectus,  focusing on how
the AARP Funds differ in their potential return and risk. Before investing,  you
should  determine your investment  objectives and time horizons.  This will help
you decide which of the AARP Funds fits your needs.

The following is a brief summary of the investment  needs the AARP Funds seek to
meet.  The nature of each Fund will affect the length of time you should plan to
invest.
    

     If you are investing for stability of principal and income:

   
     Consider the AARP High Quality Money Fund or the AARP High Quality Tax Free
     Money Fund. Each provides opportunities to meet short-term needs (1 year or
     less)  while  providing  a modest  level of  income.  Both seek to  provide
     stability of principal through a constant $1.00 share price,  although this
     may not always be  achieved.  The AARP  Money  Funds  invest in  short-term
     securities  whose  yields  tend to follow  changes in  short-term  interest
     rates. If short-term interest rates rise or fall dramatically, so could the
     yields of the AARP Money Funds in relatively short periods of time. Keep in
     mind the  income  paid by the AARP  High  Quality  Money  Fund is  taxable,
     whereas  the income  paid by the AARP High  Quality  Tax Free Money Fund is
     normally free from federal income taxes.
    

     If you are  investing  for the longer  term and are  interested  in monthly
income:

   
     Consider the AARP GNMA and U.S.  Treasury  Fund, the AARP High Quality Bond
     Fund, the AARP Bond Fund for Income, the AARP Insured Tax Free General Bond
     Fund or the AARP Diversified Income Portfolio. When you choose one of these
     conservatively  managed  funds,  remember that both the value of shares and
     the yield will change  daily,  generally  in reaction to shifting  interest
     rates.  In most cases,  as interest rates rise, the value of investments in
     these Funds tends to fall. As interest rates fall, the value of investments
     in  these  Funds  tends to  rise.  Investing  in  these  Funds  offers  the
     opportunity  for gain  through  the  monthly  income that the Funds seek to
     provide,  and also by possible growth in the value of shares. While each of
     these Funds is managed to moderate  share  price  volatility,  the value of
     your investment can decline.  That's why you should be prepared to tolerate
    

                                   PROSPECTUS
                                       16
<PAGE>

   
     fluctuation  in both the value of your  investment  and the income you earn
     and to invest for the longer term (3 years or more).
    


     If you are investing for the long term and you are interested in growth:

   
     Consider the AARP Balanced  Stock and Bond Fund, the AARP Growth and Income
     Fund,  the AARP Blue Chip Index Fund, the AARP Global Growth Fund, the AARP
     Capital  Growth Fund,  the AARP  International  Stock Fund,  the AARP Small
     Company  Stock  Fund or the AARP  Diversified  Growth  Portfolio.  When you
     invest  in one of these  Funds,  remember  that any  investment  in  stocks
     involves risk and that the value of your shares will fluctuate  daily.  The
     share  price of these AARP  Funds  will tend to rise when the stock  market
     rises and decline when the stock market declines.  Investing in these Funds
     offers the opportunity for gain through potential appreciation in the value
     of your  investment as well as from any income that the  investment  earns.
     While each of these  Funds is managed to moderate  share price  volatility,
     the value of your  investment can decline.  That's why you should  consider
     your  investment  as one  that  you can  afford  to let  work  for you over
     time--generally  for a period of 3 to 5 years or more for the AARP Balanced
     Stock and Bond Fund and AARP Diversified  Growth Portfolio,  and 5 years or
     more for the other equity funds listed above.
    

How is my investment managed?

   
The AARP Mutual  Funds are managed to seek  competitive  returns and to moderate
share price  volatility.  Each of the AARP Mutual  Funds is managed by a team of
investment  professionals at Scudder.  Professional  portfolio  managers develop
investment strategies and select securities for each AARP Fund's portfolio. They
are supported by Scudder's  dedicated  staff of economists,  research  analysts,
traders, and other investment  specialists who work in offices across the United
States  and  abroad.  At  Scudder,  there has always  been a strong  partnership
between  research  analysts and  portfolio  managers.  Scudder's  large staff of
independent researchers help the portfolio managers assess economic and industry
trends and security valuations as they make investment decisions. Generally, the
portfolio managers do not take a short-term approach to investing. Instead, they
seek to add value  over the long  term,  carefully  selecting  investments  they
believe have superior potential for achieving each Fund's objectives.
    

INVESTMENT OBJECTIVES AND POLICIES

   
The following pages provide detail on the investment  objectives and policies of
the AARP Mutual Funds. Included are each Fund's objectives,  whom it is designed
for, what it offers investors,  what it can invest in, the risks involved,  when
distributions  are  paid  and who at  Scudder  manages  the  Fund.  As with  any
investment,  there is no guarantee  that the AARP Funds will  successfully  meet
their  investment  objectives.  Be  sure  to  read  the  section  titled  "Other
Investment Policies and Risk Factors" on page 47.

Each Trust's Trustees can modify a Fund's  objectives  without the approval of a
majority of that Fund's  shareholders.  Shareholders will be informed in writing
of any changes in objectives.  In that event,  they should consider  whether the
Fund is still an appropriate investment for their situation.
    


                                   PROSPECTUS
                                       17
<PAGE>

AARP HIGH QUALITY MONEY FUND

Fund Objective:

     From  investments  in high  quality  securities,  the Fund is  designed  to
     provide  current  income.  The Fund also seeks to  maintain  stability  and
     safety of principal while offering liquidity.  The Fund seeks to maintain a
     constant  net asset  value of $1.00 per share.  There may be  circumstances
     under which this goal cannot be achieved.

For whom is the Fund designed?

   
     The Fund may be appropriate for investors with  short-term  needs or who do
     not want the risk of investing in stocks or bonds. These include:

       o Investors creating a diversified  portfolio who want a portion of their
         assets in an investment designed to offer safety and stability.
    

       o Investors seeking a short-term  investment prior to making  longer-term
         investment choices.

       o Investors seeking money market income to meet regular needs.

       o Investors  who need  immediate  access  to  their  money  through  free
         checkwriting.

   
     The Fund is also available for AARP IRA and other retirement plan accounts.
    

What does the Fund offer to investors?

     The Fund is designed to offer current income,  while maintaining  stability
     and safety of  principal.  In  addition,  it provides a  convenient  way to
     easily access your money through free checkwriting.

What does the Fund invest in?

   
     The Fund invests in high quality  short-term  securities.  These securities
     will have  remaining  maturities of 397 calendar  days or less,  except for
     U.S.  Government  securities,  which may have maturities up to 762 calendar
     days. The average dollar-weighted  maturity of the Fund's investments is 90
     days or less. All of the securities purchased are U.S.  dollar-denominated.
     Amendments  have been  proposed to the federal  rules  regulating  quality,
     maturity and  diversification  requirements of money market funds, like the
     Fund.  If the  amendments  are adopted the Fund intends to comply with such
     new requirements.

     These money market securities  consist of obligations  issued or guaranteed
     by the U.S. Government,  its agencies or instrumentalities;  obligations of
     supranational   organizations   such   as  the   International   Bank   for
     Reconstruction  and Development  (the World Bank);  obligations of domestic
     banks  and  their  foreign  branches,   including   bankers'   acceptances,
     certificates  of deposit,  deposit notes and time deposits;  obligations of
     savings and loan  institutions;  instruments whose credit has been enhanced
     by: banks (letters of credit), insurance companies (surety bonds), or other
     corporate entities (corporate guarantees); corporate obligations, including
     commercial paper, notes, bonds, loans and loan  participations;  securities
     with  variable  or  floating  interest  rates;   asset-backed   securities,
     including  certificates,  participations  and notes;  municipal  securities
     including  notes,  bonds and  participation  interests,  either  taxable or
    

                                   PROSPECTUS
                                       18
<PAGE>

   
     tax-free,  as  described  in more detail for the AARP High Quality Tax Free
     Money Fund; securities with put features; and repurchase agreements.
    

     All of the  securities  that  the  Fund  purchases,  or that  underlie  its
     repurchase agreements,  are considered to be high quality.  Generally,  the
     Fund may  purchase  only  securities  rated,  or issued  by an entity  with
     comparable   securities  rated,  within  the  two  highest  quality  rating
     categories  of one or more  rating  agencies  such  as:  Moody's  Investors
     Service,  Inc.  (Moody's),  Standard & Poor's  (S&P),  and Fitch  Investors
     Service, Inc. (Fitch). Securities rated by only one agency may be purchased
     if the rating falls within the categories above.  Unrated securities may be
     purchased if the Fund Manager  judges them to be  comparable  in quality to
     securities described above.  Generally,  the Fund will invest in securities
     rated  in the  highest  quality  rating  by at least  two of  these  rating
     agencies.  If a security  ceases to be rated or is reduced below the Fund's
     standards,  it will be sold unless the Trustees determine that disposing of
     the security would not be in the best interests of the Fund.

   
     The  Fund  has  certain   nonfundamental   policies  designed  to  maintain
     diversification.   These  policies  may  be  changed  without   shareholder
     approval.  The amount of total  assets of the Fund that may be  invested in
     the  securities of a single  issuer is limited in  accordance  with federal
     law.
    

What are the risks?

   
     The risk to your  principal  is low,  since the Fund  seeks to  maintain  a
     stable share price of $1.00.  While the Fund has  maintained a stable share
     price since it began in June 1985, there may be situations under which this
     goal cannot be  achieved.  The level of income you receive will be affected
     by  movements  up and  down in  short-term  interest  rates.  By  investing
     generally  in  highest-quality  securities,  the Fund may offer less income
     than a money  market fund  investing  in other  high-quality  money  market
     securities. See "Other Investment Policies and Risk Factors."
    

When are distributions paid?

     Dividends  are  declared  daily  and  distributed   monthly  to  investors.
     Generally,  net  realized  capital  gain or loss is  included  in the daily
     declaration  of  income.   See  page  53  for  additional   information  on
     distributions and taxes.

Who at Scudder manages my investment?

   
     Lead Portfolio Manager David Wines assumed  responsibility  for setting the
     Fund's  investment  strategy  and  for  overseeing  the  Fund's  day-to-day
     management  in  February  1997.  Mr.  Wines has eight  years of  investment
     industry  experience.  Stephen  L.  Akers,  Portfolio  Manager,  focuses on
     securities  selection and assists with the creation and  implementation  of
     investment  strategy for the Fund.  Mr. Akers has been a member of the AARP
     High  Quality  Money  Fund team since 1995 and has  managed  several  other
     fixed-income  portfolios  since joining  Scudder in 1984.  Debra A. Hanson,
     Portfolio Manager, assists with the development and execution of investment
     strategy  and has been with  Scudder  since  1983.  K. Sue Cote,  Portfolio
     Manager,  joined  Scudder  in 1983 and has 13 years  of  experience  in the
     investment industry.
    

                                   PROSPECTUS
                                       19
<PAGE>

AARP HIGH QUALITY TAX FREE MONEY FUND

Fund Objective:

     From investments in high quality municipal securities, the Fund is designed
     to provide  current  income free from federal  income taxes.  The Fund also
     seeks to  maintain  stability  and  safety  of  principal,  while  offering
     liquidity.  The Fund seeks to maintain a constant  net asset value of $1.00
     per share.  There may be  circumstances  under  which  this goal  cannot be
     achieved.

For whom is the Fund designed?

   
     The  Fund may  be  appropriate  for investors in high tax brackets who have
     short-term  investment  needs  or  who do not want the risk of investing in
     stocks or bonds.  These include:

       o Investors creating a diversified  portfolio who want a portion of their
         assets in an investment designed to offer safety and stability.
    

       o Investors seeking a short-term  investment prior to making  longer-term
         investment choices.

       o Investors  seeking  tax  free  money  market  income  to  meet  regular
         day-to-day expenses.

   
       o Investors  who need  immediate  access  to  their  money  through  free
         checkwriting.

     This Fund is not available for AARP IRA or other retirement plan accounts.
    

What does the Fund offer to investors?

   
     The Fund is designed to offer current  income free from federal income tax,
     while  providing  stability and safety of principal.  Depending on your tax
     bracket,  the  after-tax  income  from the Fund may be  higher  than from a
     taxable investment of comparable quality and risk. In addition, it provides
     a convenient way to easily access your money through checkwriting.
    

What does the Fund invest in?

     The Fund invests in high-quality,  short-term municipal  securities.  These
     securities will have remaining maturities of 397 calendar days or less. The
     average  dollar-weighted  maturity of its  investments  is 90 days or less.
     These municipal  securities may include  obligations issued by or on behalf
     of  states,  territories  and  possessions  of the  United  States  and the
     District of Columbia.  Interest from these securities is, in the opinion of
     the issuer's bond counsel,  exempt from federal income taxes.  The Fund has
     no current  intention  to invest in  securities  whose income is subject to
     federal income tax, including the individual alternative minimum tax (AMT).

     Municipal  securities may include  municipal notes such as tax anticipation
     notes, revenue anticipation notes, bond anticipation notes and construction
     loan notes; municipal bonds, which include general obligation bonds secured
     by the issuer's pledge of its faith, credit and taxing power for payment of
     principal  and  interest;  and revenue bonds  (including  private  activity
     bonds),  which  are  generally  paid  from  the  revenues  of a  particular
     facility,  a specific  excise tax, or other  source.  The Fund's  municipal

                                   PROSPECTUS
                                       20
<PAGE>

     investments  may also include  participation  interests in bank holdings of
     municipal securities, municipal lease obligations, securities with variable
     or floating interest rates, demand obligations,  and tax-exempt  commercial
     paper. The Fund may also purchase securities on a "when-issued" or "forward
     delivery"  basis,  and may  enter  into  stand-by  commitments,  which  are
     securities that may be sold back to the seller at the Fund's option.

     All of the  securities  that  the  Fund  purchases,  or that  underlie  its
     repurchase agreements,  are considered to be high quality. These securities
     are  generally  rated or issued by an issuer  rated  within the two highest
     quality  ratings of two or more rating  agencies such as:  Moody's (Aaa and
     Aa, M1G1 and M1G2,  and P1), S&P (AAA and AA, SP1+ and SP1, A1+ and A1) and
     Fitch (AAA and AA, F1 and F2).  The Fund may  purchase a security  rated by
     only one rating agency if it meets the above rating  standards.  An unrated
     security may be purchased if the Fund Manager judges it to be of comparable
     quality to securities described above.  Generally,  the Fund will invest in
     securities  rated in the  highest  quality  rating by at least two of these
     rating agencies.

     Ordinarily,  the Fund expects that 100% of its portfolio securities will be
     in federally tax-exempt securities.

     As a fundamental policy,  under normal  circumstances,  at least 80% of the
     Fund's net assets will be invested in tax-exempt  securities.  Up to 20% of
     the Fund's net assets may be invested in taxable securities.  For defensive
     purposes,  or if  unusual  circumstances  make it  advisable,  the Fund may
     purchase   U.S.   Government    securities   and   repurchase    agreements
     collateralized by such securities.  For temporary defensive  purposes,  the
     Fund's  investment  in  taxable  securities  may  exceed  20% when the Fund
     Manager  deems such a position  advisable  in light of  economic  or market
     conditions.

     All of the securities purchased are U.S. dollar-denominated. The securities
     must  meet  credit  standards  applied  by  the  Fund  Manager,   following
     procedures  established by the Trustees.  If a security ceases to be rated,
     or its rating is reduced below the Fund's standard,  it will be sold unless
     the Trustees  determine  that disposing of the security would not be in the
     best interests of the Fund. As a matter of nonfundamental policy, which may
     be changed without a shareholder vote, the Fund, with respect to 75% of its
     total assets, may not invest more than 5% of its total assets in securities
     subject to puts from any one issuer.

What are the risks?

   
     The risk to your  principal  is low,  since the Fund  seeks to  maintain  a
     stable share price of $1.00.  While the Fund has  maintained a stable share
     price since it began  operating  as a tax-free  money fund in August  1991,
     there may be situations under which this goal cannot be achieved. The level
     of  income  you  receive  will be  affected  by  movements  up and  down in
     short-term  interest  rates.  By  investing  generally  in  highest-quality
     securities,  the  Fund may  offer  less  income  than a money  market  fund
     investing  in  other  high-quality  money  market  securities.  See  "Other
     Investment Policies and Risk Factors."
    

Will I be subject to taxes on this fund?

     All income  distributed  by the Fund is expected to be exempt from  federal
     income taxes.  Income may be subject to state and local income taxes.  Each
     year you will be provided  with a breakdown  of the Fund's  investments  by

                                   PROSPECTUS
                                       21
<PAGE>

   
     state so that you can determine  your state and local income tax liability.
     Your  state or local  Department  of  Revenue  or tax  advisor  can  answer
     questions regarding taxability of distributions. Should there be any income
     from taxable securities, it would not be exempt from federal income taxes.
    

When are distributions paid?

     Dividends are declared daily and distributed monthly to investors.  Any net
     realized  capital  gain  typically  will  be  distributed   annually  after
     September 30 and is usually taxable. See page 53 for additional information
     on distributions and taxes.

Who at Scudder manages my investment?

   
     Lead  Portfolio  Manager  K.  Sue Cote has  been  responsible  for  setting
     investment  strategy and overseeing the Fund's day-to-day  management since
     1991. Ms. Cote joined Scudder in 1983 and has 13 years of experience in the
     investment  industry.  Donald C. Carleton,  Portfolio  Manager,  focuses on
     securities  selection and assists with the creation and  implementation  of
     investment  strategy  for  the  Fund.  Mr.  Carleton  has  over  20  years'
     experience in tax-free investing and has been at Scudder since 1983.
    

AARP GNMA AND U.S. TREASURY FUND

Fund Objective:

     To  produce a high  level of  current  income  and to keep the price of its
     shares more stable than that of a long-term  bond.  The Fund  pursues  this
     objective  by  investing  principally  in U.S.  Government-guaranteed  GNMA
     securities and U.S. Treasury obligations.

For whom is the Fund designed?

   
     The Fund is  suitable  for  conservative  investors  who want high  current
     income  but want a degree  of  protection  from  bond  market  price  risk.
     Investors should be seeking to invest for the longer term (3 years or more)
     and be comfortable with  fluctuation in the value of their  principal.  The
     Fund is also available for AARP IRA or other retirement plan accounts.
    

What does the Fund offer to investors?

   
     The  Fund  is  designed  to  offer  current  income  from  a  portfolio  of
     high-quality  securities.  The level of income  should  generally be higher
     than  that   available   from   fixed-price   money  market  mutual  funds,
     government-insured bank accounts and fixed-rate, government-insured CDs. By
     including  short-term U.S. Treasury  securities in its portfolio,  the Fund
     seeks to offer less share price  volatility  than  long-term  bonds or many
     other GNMA mutual funds, although its yield may be lower.
    

What does the Fund invest in?

     The Fund invests  principally in U.S. Treasury bills, notes, and bonds, and
     other securities  issued or backed by the full faith and credit of the U.S.
     Government.  These include Government National Mortgage  Association (GNMA)
     securities.  GNMA  securities  represent  part  ownership of a pool of U.S.
     Government-guaranteed  mortgage  loans  each of  which  is  insured  by the
     Federal   Housing    Administration   or   guaranteed   by   the   Veterans
     Administration. Each pool of mortgages is also guaranteed by GNMA as to the
     timely  payment of  principal  and  interest  (regardless  of  whether  the

                                   PROSPECTUS
                                       22
<PAGE>

     mortgagors actually make their payments). This guarantee by GNMA represents
     the full faith and credit of the U.S. Government.  However,  this guarantee
     is  not  related  to  the  Fund's  yield  or  the  value  of  shareholders'
     investments, which will fluctuate daily.

     The  maturities  and  types of  securities  held by the Fund may vary  with
     current market  conditions.  At any time, the Fund may invest a substantial
     portion of its assets in  securities  of a particular  maturity.  With GNMA
     securities,  principal  is paid back to the Fund over the life of the bond,
     rather than at maturity.  The Fund will receive monthly scheduled  payments
     of principal and interest and may receive  unscheduled  principal  payments
     resulting  from  prepayments  of the  underlying  mortgages.  The  Fund may
     realize  a gain  or  loss  upon  receiving  principal  payments.  The  Fund
     typically reinvests all payments and prepayments of principal in additional
     GNMA securities or other U.S.  Government-guaranteed  securities.  The Fund
     may  also  purchase  "when-issued"  securities  and  invest  in  repurchase
     agreements.

What are the risks?

   
     The Fund is not a fixed price money market fund, so the value of its shares
     will  fluctuate up and down with changes in interest rates and other market
     conditions.  The level of income  you  receive  will  also be  affected  by
     movements  up  or  down  in  interest  rates.  Like  bonds,  the  value  of
     mortgage-backed  securities  decreases when interest  rates rise.  However,
     when interest rates fall their value may not rise as much as does the value
     of bonds  because  of the  anticipation  of  prepayment  of the  underlying
     mortgages.  This  prepayment  may expose the Fund to a lower rate of return
     upon  reinvestment.  Thus, the  prepayment  rate may also tend to limit any
     increase  in net asset  value.  See  "Other  Investment  Policies  and Risk
     Factors."
    

How does the Fund seek to manage risk?

   
     The Fund actively seeks to reduce share price volatility, by investing in a
     combination of short-,  intermediate-,  and long-term securities.  The Fund
     may also,  on occasion,  use  portfolio  management  techniques  to seek to
     reduce  volatility.  These  techniques,  which are  subject  to  applicable
     regulatory  guidelines,  may  include  limited  transactions  in  financial
     futures  contracts and related option  transactions  which are unrated (see
     "Other  Investment  Policies and Risk Factors").  The Fund may write (sell)
     covered call options to enhance investment  returns.  These techniques will
     be  entered  into  to  reduce  risk,  but  such  techniques  involve  risks
     themselves and could reduce current income.
    

When are distributions paid?

     Dividends are declared daily and distributed monthly to investors.  Any net
     realized  capital  gain  typically  will  be  distributed   annually  after
     September 30. See page 53 for additional  information on distributions  and
     taxes.

Who at Scudder manages my investment?

   
     Lead Portfolio  Manager David H. Glen has been  responsible  for investment
     strategy and overseeing  security  selection since the Fund's  inception in
     1985. Mr. Glen has over 15 years' experience in finance and investing. Mark
     S.  Boyadjian,  Portfolio  Manager,  focuses on  securities  selection  and
     assists with  investment  strategy for the Fund. Mr.  Boyadjian  joined the
     Fund's team in 1995 and has been  involved in investment  management  since
     joining Scudder in 1989.
    

                                   PROSPECTUS
                                       23
<PAGE>

AARP HIGH QUALITY BOND FUND

Fund Objective:

   
     Consistent with investments primarily in high quality securities,  the Fund
     seeks to provide a high level of income and to keep the value of its shares
     more stable than that of a long-term bond fund.
    

For whom is the Fund designed?

   
     The Fund is  suitable  for  investors  who want high  current  income  with
     moderate risk from a high quality portfolio. Investors should be seeking to
     invest for the  intermediate  term or longer (at least 3 years or more) and
     be comfortable with  fluctuation in the value of their principal.  The Fund
     is also available for AARP IRA and other retirement plan accounts.
    

What does the Fund offer to investors?

   
     The  Fund is  designed  to  offer a high  level of  current  income  from a
     portfolio  comprised  primarily of  high-quality  securities.  The level of
     total investment return (i.e., income plus any capital appreciation) should
     typically  be higher than  available  from the AARP GNMA and U.S.  Treasury
     Fund, with greater fluctuation in the value of your principal.

     By including short- and medium-term bonds in its portfolio,  the Fund seeks
     to offer less share price volatility than long-term bonds or many long-term
     bond funds, although its yield may be lower.
    

What does the Fund invest in?

   
     Under  normal  circumstances,  at least  65% of the  assets of the Fund are
     invested in U.S. Government,  corporate and other fixed-income  securities.
     All the Fund's securities will be rated or judged by the Fund Manager to be
     the equivalent of those rated  investment-grade  or higher by Moody's (Aaa,
     Aa, A, and Baa) or S&P (AAA, AA, A and BBB), and at least 65% of the Fund's
     assets must be in securities rated in the two highest rating  categories by
     Moody's or S&P.  The Fund may invest up to 20% of its assets in bonds rated
     Baa by Moody's or rated BBB by S&P.  Securities rated Baa by Moody's or BBB
     by S&P are neither highly  protected nor poorly secured.  These  securities
     normally pay higher yields and are regarded as having adequate  capacity to
     repay  principal  and pay interest but involve  potentially  greater  price
     variability  than  higher-quality  securities.  Moody's  considers bonds it
     rates  Baa  to  have  speculative  elements  as  well  as  investment-grade
     characteristics.   The  Fund  does  not  purchase  securities  rated  below
     investment-grade, commonly known as "junk" bonds.

     The Fund may invest in any  investment  eligible for the AARP GNMA and U.S.
     Treasury Fund. It may also purchase  corporate  notes and bonds,  including
     convertible issues, and obligations of federal agencies that are not backed
     by the full faith and credit of the U.S. Government. Additionally, the Fund
     may purchase obligations of international agencies, U.S. dollar-denominated
     foreign debt securities, mortgage-backed and other asset-backed securities,
     and  money  market   instruments   such  as  commercial   paper,   bankers'
     acceptances,  and  certificates  of deposit  issued by domestic and foreign
     branches of U.S.  banks.  The Fund may invest up to 20% of total  assets in
     foreign  debt  securities  denominated  in  currencies  other than the U.S.
     dollar,  but no more than 5% of the Fund's total assets will be represented
    

                                   PROSPECTUS
                                       24
<PAGE>

   
     by a given  foreign  currency.  The Fund may  also  purchase  "when-issued"
     securities and invest in repurchase agreements.
    

     The  Fund  will  invest  in a broad  range  of  short-,  intermediate-  and
     long-term  securities.  The maturities and types of securities  held by the
     Fund  will  vary  with  current  market  conditions.  The  Fund  may have a
     substantial  portion of its assets in securities of a particular  maturity.
     The non-governmental investments of the Fund will be spread among a variety
     of companies and will not be concentrated in any one industry.

What are the risks?

   
     The Fund is not a fixed price money market fund, so the value of its shares
     will  fluctuate up and down with changes in interest rates and other market
     conditions. Due to the greater market price risk of the securities in which
     it invests, the Fund will usually have more share price volatility than the
     AARP GNMA and U.S. Treasury Fund. See "Other  Investment  Policies and Risk
     Factors."

     The level of income  provided  will be affected by movements up and down in
     interest   rates.   Also,   income   from  the   high-quality   and   other
     investment-grade  securities  the Fund  purchases  may be lower than income
     from lower-quality securities.
    

How does the Fund seek to manage risk?

   
     The Fund  actively  seeks to reduce share price  volatility by investing in
     securities with varying maturities, including short- and medium-term bonds.
     Also,  the  Fund  may use  approved  portfolio  management  techniques,  if
     appropriate,  such as limited  transactions in financial  futures contracts
     and related option  transactions  which are unrated (see "Other  Investment
     Policies and Risk Factors"). The Fund may write (sell) covered call options
     to enhance  investment  returns.  These  techniques will be entered into to
     reduce risk, but such techniques  involve risks themselves and could reduce
     current income.
    

When are distributions paid?

     Dividends are declared daily and distributed monthly to investors.  Any net
     realized  capital  gain  typically  will  be  distributed   annually  after
     September 30. See page 53 for additional  information on distributions  and
     taxes.

Who at Scudder manages my investment?

     Lead Portfolio Manager David H. Glen has set the Fund's investment strategy
     and overseen its day-to-day operations since 1995. Mr. Glen, who started at
     Scudder in 1982 and has been a portfolio  manager  since 1985,  has over 15
     years'  experience  in  finance  and  investing.   William  M.  Hutchinson,
     Portfolio  Manager,  who is also  responsible for  implementing  the Fund's
     strategy, has been involved with the Fund since 1987. Mr. Hutchinson joined
     Scudder in 1986 as a portfolio  manager and has over 20 years of investment
     experience.  Stephen A. Wohler,  Portfolio  Manager,  focuses on securities
     selection  for the Fund.  Mr.  Wohler,  who joined  Scudder in 1979,  is in
     charge of  Scudder's  Global  Bond Group and has over 15 years'  experience
     managing fixed-income investments.

                                   PROSPECTUS
                                       25
<PAGE>

   
AARP BOND FUND FOR INCOME

Fund Objective:

     The Fund seeks to provide a high level of current  income  consistent  with
     investments primarily in investment-grade debt securities,  and to keep the
     price of its shares more stable than that of a long-term bond fund.

For whom is the Fund designed?

     This new Fund, which commenced  operations on February 1, 1997, is suitable
     for  investors  who want high  current  income,  but are  willing to accept
     interest  rate,  credit,  and other risks  associated  with a portfolio  of
     investment-grade  and, to a lesser extent,  below  investment-grade  bonds.
     Investors should be seeking to invest for the longer term (at least 3 years
     or  more)  and be  comfortable  with  fluctuation  in the  value  of  their
     principal.  The Fund is also  available  for AARP IRA and other  retirement
     plan accounts.

What does the Fund offer to investors?

     The Fund is designed  to offer  investors  a  convenient  way to enjoy high
     monthly income through a professionally  managed  diversified  portfolio of
     largely  investment-grade  bonds.  The Fund should offer higher income than
     any other AARP  income  fund,  although  its share  price  volatility  will
     normally  be  higher.  The Fund also can help add  balance  to a  portfolio
     holding stocks or stock mutual funds.

     By including short- and medium-term bonds in its portfolio,  the Fund seeks
     to offer less share price volatility than long-term bonds or many long-term
     bond funds, although its yield may be lower.

What does the Fund invest in?

     In pursuit of its investment  objectives,  under normal market  conditions,
     the Fund  invests  at least  65% of its  assets  in  investment-grade  debt
     securities.  Investment-grade  securities  are  rated  Aaa,Aa,A,  or Baa by
     Moody's or AAA,  AA, A, or BBB by S&P,  or, if unrated,  are of  equivalent
     quality as determined by the Fund Manager. In addition, the Fund may invest
     up to 35% of its assets in  securities  rated Ba or B by Moody's or BB or B
     by S&P. No more than 10% of the Fund's assets may be invested in securities
     rated B by Moody's or S&P. These two grades of securities are considered to
     be below investment grade. Below investment-grade securities are considered
     predominantly  speculative  with respect to their  capacity to pay interest
     and repay principal.  They generally  involve a greater risk of default and
     have more  price  volatility  than  higher  rated  securities.  See  "Other
     Investment Policies and Risk Factors."

     The Fund may invest in U.S. Treasury and Agency securities, corporate bonds
     and   notes,    mortgage-backed   and   other   asset-backed    securities,
     dollar-denominated  debt  of  international  agencies  or  investment-grade
     foreign  institutions,  and money  market  instruments  such as  commercial
     paper, bankers' acceptances, and certificates of deposit issued by domestic
     and foreign  branches of U.S. banks. The Fund may invest up to 20% of total
     assets in foreign debt securities  denominated in currencies other than the
     U.S.  dollar,  but no  more  than 5% of the  Fund's  total  assets  will be
     represented  by a given  foreign  currency.  The Fund may  also  invest  in
     "when-issued" securities and repurchase agreements.
    
                                   PROSPECTUS
                                       26
<PAGE>

   
     For  temporary  defensive  purposes,  the Fund may invest  without limit in
     money  market and  short-term  instruments  or invest all or a  substantial
     portion of its assets in high quality  domestic  debt  securities  when the
     Fund Manager deems such a position advisable in light of economic or market
     conditions.

What are the risks?

     While the Fund is designed  to provide  monthly  income,  it is not a fixed
     price money  market  fund.  The value of its shares and the level of income
     provided  will  fluctuate  up and down with  changes in interest  rates and
     other  market  conditions.  Due to the greater  overall  interest  rate and
     credit risk of the  securities  in which it invests,  the Fund should offer
     higher income but have a more variable  share price over time than the AARP
     GNMA and U.S.  Treasury Fund or the AARP High Quality Bond Fund. See "Other
     Investment Policies and Risk Factors."

     The  Fund  can   invest  a  limited   portion   of  its   assets  in  below
     investment-grade  securities,   sometimes  referred  to  as  "junk"  bonds.
     Investing in high yielding,  lower-quality  bonds involves various types of
     risks  including the risk that issuers of bonds held in the portfolio  will
     not make timely  payment of either  interest or  principal,  or may default
     entirely.  This risk of default can increase  with changes in the financial
     condition  of a company  or with  changes  in the U.S.  economy,  such as a
     recession. Compared to investing in higher quality issues, investors may be
     rewarded  for the  additional  risk  of high  yield  bonds  through  higher
     interest payments and the opportunity for greater capital appreciation.

How does the Fund seek to manage risk?

     The Fund seeks to reduce share price  volatility  through active  portfolio
     management  and  diversification.  The Fund  Manager will invest in a broad
     number  of  securities  with  varying  maturities,   quality  and  industry
     representation.  Also,  the  Fund  may use  approved  portfolio  management
     techniques,  if  appropriate,  such as limited  transactions  in  financial
     futures  contracts and related option  transactions  which are unrated (see
     "Other  Investment  Policies and Risk Factors").  The Fund may write (sell)
     covered call options to enhance investment  returns.  These techniques will
     be  entered  into  to  reduce  risk,  but  such  techniques  involve  risks
     themselves and may reduce current income.

When are distributions paid?

     Dividends are declared daily and distributed monthly to investors.  Any net
     realized  capital  gain  typically  will  be  distributed   annually  after
     September 30. See page 53 for additional  information on distributions  and
     taxes.

Who at Scudder manages my investment?

     William  M.  Hutchinson,  Lead  Portfolio  Manager,  has  over 20  years of
     investment experience.  Kelly D. Babson,  Portfolio Manager, is a portfolio
     manager in  Scudder's  Global Bond Group,  with 15 years of  experience  in
     fixed-income   investing  including  ten  years  of  high  yield  portfolio
     management  prior to joining Scudder.  Portfolio  Manager David H. Glen has
     over 15 years of experience in finance and investing.
    

                                   PROSPECTUS
                                       27
<PAGE>

AARP INSURED TAX FREE GENERAL BOND FUND

Fund Objective:

     From a portfolio  consisting  primarily of municipal  securities covered by
     insurance,  the Fund seeks to provide high income free from federal  income
     taxes  and to keep the  value of its  shares  more  stable  than  that of a
     long-term municipal bond.

For whom is the Fund designed?

   
     The Fund is suitable  for  investors  in higher tax  brackets who want high
     income free from federal  income  taxes.  Investors  should  invest for the
     longer term (at least 3 years or more) and be comfortable  with fluctuation
     in the value of their principal.  The Fund is not available for AARP IRA or
     other retirement plan accounts.
    

What does the Fund offer to investors?

   
     The Fund is designed to offer high income free from federal tax.  Depending
     on an investor's  tax bracket,  the  after-tax  income from the Fund may be
     higher than that from a taxable  investment of comparable quality and risk.
     The Fund will  typically  pay higher  income than the AARP High Quality Tax
     Free Money Fund,  although yield and principal  value will fluctuate up and
     down with market  conditions.  By including short- and medium-term bonds in
     its  portfolio,  the Fund seeks to offer less share price  volatility  than
     long-term municipal bonds or many long-term municipal bond funds,  although
     its yield may be lower.

     The Fund is one of a distinct group of tax-free mutual funds with insurance
     on the majority of its  investments.  Insurance on its securities  protects
     the Fund against loss from default by the  municipal  issuer.  However,  it
     does not protect the investor from fluctuation in yield or share price.
    

What does the Fund invest in?

     The Fund invests primarily in a mix of short-, intermediate-, and long-term
     municipal securities that are insured against default by private insurers.

     The  municipal  securities  purchased  by the Fund will be only  high-grade
     securities or repurchase  agreements on such securities.  These may include
     obligations  issued by or on behalf of states,  territories and possessions
     of the United States and the District of Columbia to raise money for public
     purposes. Interest from these securities is, in the opinion of the issuer's
     bond counsel,  exempt from federal  income  taxes.  The Fund has no current
     intention  of investing  in  securities  whose income is subject to federal
     income  tax,  including  the  individual  alternative  minimum  tax  (AMT).
     However,  under  unusual  circumstances,  the Fund may  invest  in  taxable
     securities  for defensive  purposes or to benefit from  disparities  in the
     financial markets.

     Municipal   securities  may  include  municipal  notes,   municipal  bonds,
     municipal lease  obligations,  participation  interests in bank holdings of
     municipal securities,  securities with variable or floating interest rates,
     demand obligations,  and tax-exempt commercial paper. The Fund may purchase
     securities on a "when-issued" or "forward delivery" basis,  and  may  enter

                                   PROSPECTUS
                                       28
<PAGE>



     into  stand-by  commitments  in which  securities  may be sold  back to the
     seller at the Fund's  option.  Also,  the Fund may use  approved  portfolio
     techniques,  if  appropriate,  such as  limited  use of  financial  futures
     contracts and related options transactions.  See "Other Investment Policies
     and Risk Factors."

What portion of the securities is insured?

     At least 65% of the Fund's assets are fully insured by private  insurers as
     to payment of face value and  interest to the Fund,  when due. If uninsured
     securities or securities not directly or indirectly backed or guaranteed by
     the U.S.  Government  are  purchased and expected to be held for 60 days or
     more,  insurance will be obtained  within 30 days to ensure that 65% of the
     Fund's  assets are insured by the issuer or arranged for by the Fund. If at
     least 65% of its assets are not  insured  securities,  the Fund will obtain
     insurance  for a  portion  of its  U.S.  Government  guaranteed  or  backed
     securities so that the 65% standard is achieved.

What are the risks?

     The Fund is not a fixed price money market fund, so the value of its shares
     will move up and down as interest rates and other market conditions change.
     The level of income you receive  will be affected by  movements up and down
     in interest rates.  Income from the high-quality  securities which the Fund
     purchases may be lower than the income from lower-quality  securities.  See
     "Other Investment Policies and Risk Factors."

How does the Fund seek to manage risk?

   
     The Fund  actively  seeks to manage share price  volatility by investing in
     securities of varying maturities.  The Fund may also use approved portfolio
     management techniques.
    

     Insurance  on the  securities  held by the  Fund  protects  the  Fund as to
     default by the  municipal  issuer.  It does not  protect an  investor  from
     fluctuation  in the Fund's yield or value per share,  which  change  daily.
     Insurance  also  involves  a cost to the  Fund  which  will  reduce  yield.
     Historically,  the yields on insured  securities  have been  attractive  in
     comparison to the yields on uninsured  securities  of  comparable  quality.
     There can be no assurance,  however,  that this relationship will continue.
     Moreover, to the extent the Fund must purchase insurance on U.S. Government
     securities,  this will involve a cost to the Fund while not  increasing the
     quality rating since U.S.  Government-guaranteed  or backed  securities are
     already high quality.  Although the financial  condition of each insurer of
     its  securities  is  periodically  reviewed  by the  Fund,  there can be no
     guarantee   that   insurers   can  honor   their   obligations   under  all
     circumstances. See "Other Investment Policies and Risk Factors."

Will I be subject to taxes on this fund?

   
     All income  distributed  by the Fund is expected to be exempt from  federal
     income  taxes.  Income  may be  subject  to state and local  income  taxes.
     Ordinarily,  the Fund expects that 100% of its portfolio securities will be
     in federally tax-exempt  securities.  As a fundamental policy, under normal
     circumstances,  at least 80% of the Fund's net assets  will be  invested in
     federally tax-exempt securities.  Up to 20% of the Fund's net assets may be
     invested in federally taxable  securities.  For defensive  purposes,  or if
     unusual  circumstances  make it  advisable,  the  Fund  may  purchase  U.S.
     Government  securities and  repurchase  agreements  collateralized  by such
    

                                   PROSPECTUS
                                       29
<PAGE>

   
     securities.  For temporary  defensive  purposes,  the Fund's  investment in
     federally taxable securities may exceed 20%. Each year you will be provided
     with a  breakdown  of the  Fund's  investments  by  state  so that  you can
     determine  your state and local income tax  liability.  Your state or local
     Department  of Revenue or tax advisor can answer  questions  regarding  the
     taxability of distributions.
    

     In the  event  there is income  from  taxable  securities,  it would not be
     exempt from federal income taxes. In addition,  any capital gains earned by
     the Fund are usually taxable.

When are distributions paid?

     Dividends are declared daily and distributed monthly to investors.  Any net
     realized  capital  gain  typically  will  be  distributed   annually  after
     September 30 and is usually taxable. See page 53 for additional information
     on distributions and taxes.

Who at Scudder manages my investment?

   
     Lead  Portfolio  Manager  Donald  C.  Carleton  has  been  responsible  for
     investment  strategy and overseeing the Fund's day-to-day  management since
     1990.  Mr.  Carleton has over 20 years'  experience in tax-free  investing.
     Philip G. Condon,  Portfolio Manager,  focuses on securities  selection and
     assists with the creation and implementation of investment strategy for the
     Fund.  Mr.  Condon  has been with  Scudder  since 1983 and has more than 18
     years of investment experience.
    

AARP BALANCED STOCK AND BOND FUND

Fund Objective:

     To seek to provide  long-term growth of capital and income while attempting
     to keep the value of its shares  more  stable  than other  balanced  mutual
     funds.  The Fund pursues these  objectives by investing in a combination of
     stocks, bonds, and cash reserves.

For whom is the Fund designed?

   
     This Fund is suitable for conservative  investors who are seeking long-term
     growth of their  assets,  but want less risk than an  investment  solely in
     stocks.  Investors should invest for the longer term (at least 3 to 5 years
     or more) and be comfortable  with the value of their principal  fluctuating
     up and down. The Fund is also  available for AARP IRA and other  retirement
     plan accounts.
    

What does the Fund offer to investors?

   
     The Fund offers the opportunity for long-term growth of principal through a
     single investment combining stocks,  bonds, and cash reserves.  Growth will
     come from  possible  appreciation  in the value of common  stocks and other
     equity  investments.  Bonds  and  other  fixed-income  investments  provide
     current  income and may help reduce  fluctuation in the Fund's share price.
     Through a broadly diversified portfolio consisting primarily of stocks with
     above average dividend yields and investment-grade bonds, the Fund seeks to
     offer less share price volatility than many balanced mutual funds. The Fund
     should  typically  have less risk and a lower  return  than the other  AARP
     growth funds.
    

     The Fund does not take extreme investment positions as part of an effort to
     "time the market." Shifts between stocks and  fixed-income  investments are

                                   PROSPECTUS
                                       30
<PAGE>

   
     expected to occur in generally small increments. On occasion, the Fund will
     adjust its  investment  mix. The Fund  Manager  will do so after  analyzing
     factors such as the level and direction of interest  rates,  capital flows,
     inflationary expectations, and the financial climate worldwide.
    

What does the Fund invest in?

     The Fund seeks to manage fluctuation by investing in a broadly  diversified
     mix of equity securities,  bonds, and cash reserves. The Fund may invest up
     to 70% of its  assets in equity  securities  (stocks).  At least 30% of the
     Fund will be in investment-grade fixed-income securities and cash reserves.
     For  temporary  defensive  purposes,  the Fund may invest  without limit in
     money market and short-term  instruments when the Fund Manager deems such a
     position advisable in light of economic or market conditions. These include
     commercial paper, bankers'  acceptances,  certificates of deposit issued by
     domestic and foreign branches of U.S. banks, and repurchase agreements.

   
     Equity  securities  consist of common stocks,  securities  convertible into
     common  stocks,  and  preferred  stocks.  A  research-oriented  approach to
     investing is used by the Fund, taking advantage of Scudder's large research
     department.  The Fund  emphasizes  securities  of companies  that offer the
     opportunity  for  capital  growth and growth of  earnings  while  providing
     dividends.  The Fund will  generally  invest in companies  domiciled in the
     U.S., but may invest in foreign securities without limit.
    

     All of the Fund's debt securities will be investment-grade,  i.e., rated at
     the time of purchase,  Baa or higher by Moody's or BBB or higher by S&P, or
     deemed of comparable  quality by the Fund's Manager.  At least 75% of these
     will be  securities  rated  within  the three  highest  quality  ratings of
     Moody's (Aaa,  Aa and A) or S&P (AAA,  AA, and A) or those the Fund Manager
     judges are of equivalent quality (high-grade).  Securities rated BBB by S&P
     or Baa by Moody's are neither highly  protected nor poorly  secured.  These
     securities normally pay higher yields but involve potentially greater price
     variability  than  higher-quality  securities  and are  regarded  as having
     adequate  capacity to repay principal and pay interest.  Moody's  considers
     bonds it rates Baa to have speculative elements as well as investment-grade
     characteristics.  If the rating  agencies  downgrade a  security,  the Fund
     Manager will determine whether to keep it or eliminate it based on the best
     interests of the Fund.  The Fund does not purchase  securities  rated below
     investment-grade, commonly known as "junk" bonds.

     The  Fund can  invest  in a broad  range  of  corporate  bonds  and  notes,
     convertible bonds, and preferred and convertible preferred securities.  The
     Fund may also invest in U.S. Government securities,  obligations of federal
     agencies,  and  instruments  not backed by the full faith and credit of the
     U.S.  Government.  The latter include  obligations of the Federal Home Loan
     Banks,  Farm Credit Banks, and the Federal Home Loan Mortgage  Corporation.
     The Fund may invest in  obligations  of  international  agencies,  U.S. and
     non-U.S.  dollar denominated  foreign debt securities,  mortgage-backed and
     other   asset-backed   securities,   municipal   obligations,   zero-coupon
     securities, and restricted securities issued in private placements.

     The Fund may make limited use of financial  futures  contracts  and related
     options and may also invest in forward foreign currency exchange contracts.
     The Fund may write  (sell)  covered  call  options  to  enhance  investment

                                   PROSPECTUS
                                       31
<PAGE>

     returns  and may  purchase  and sell  options on stock  indices for hedging
     purposes.  It may also invest in securities on a  "when-issued"  or forward
     delivery basis.

What are the risks?

     The risk to principal is consistent with an investment  primarily in stocks
     and bonds.  The value of shares will  fluctuate up and down with changes in
     interest rates and other market  conditions.  Investors should focus on the
     longer-term  and be  comfortable  with  fluctuation  in the  value of their
     principal.

     The level of income will be affected by  movements  up and down in interest
     rates and by  dividends  paid on the  stocks  held by the Fund.  See "Other
     Investment Policies and Risk Factors."

When are distributions paid?

     Dividends from the Fund's net ordinary income are distributed  quarterly in
     March,  June,  September  and  December.  Any  net  realized  capital  gain
     typically will be distributed  annually after September 30. See page 53 for
     additional information on distributions and taxes.

Who at Scudder manages my investment?

   
     Lead Portfolio  Manager  Robert T. Hoffman is responsible  for managing the
     stock portion of the Fund. Mr. Hoffman,  who joined Scudder in 1990, has 11
     years of  experience in the  investment  industry.  William M.  Hutchinson,
     Portfolio Manager, is responsible for the bond portion of the Fund. Messrs.
     Hutchinson and Hoffman have been  Portfolio  Managers for the Fund since it
     commenced operations on February 1, 1994. Benjamin W. Thorndike,  Portfolio
     Manager,  focuses on asset  allocation  strategy and stock  selection.  Mr.
     Thorndike  has more  than 15  years of  investment  experience  and  joined
     Scudder in 1986.
    

AARP GROWTH AND INCOME FUND

Fund Objective:

     From investments primarily in common stocks and securities convertible into
     common  stocks,  the Fund seeks to  provide  long-term  capital  growth and
     income,  and to keep the value of its shares more stable than other  growth
     and income mutual funds.

For whom is the Fund designed?

   
     The Fund is suitable  for  investors  who are seeking  long-term  growth of
     their assets to keep ahead of  inflation.  Investors  should invest for the
     longer-term (at least 5 years or more) and be comfortable  with fluctuation
     to their principal that is associated with investing in stocks. The Fund is
     also available for AARP IRA and other retirement plan accounts.
    

What does the Fund offer to investors?

     The Fund offers the opportunity for long-term growth of principal with some
     income.  This growth will come from possible  appreciation  in the value of
     shares, as well as quarterly dividend  distributions if they are reinvested
     in additional shares of the Fund. Dividends can also produce current income
     for investors. Through a broadly diversified portfolio consisting primarily

                                   PROSPECTUS
                                       32
<PAGE>

   
     of stocks with above average dividend yields,  the Fund seeks to offer less
     share price  volatility than many growth and income funds.  The Fund should
     offer a greater  opportunity  for share price  appreciation,  with  greater
     share price fluctuation than the AARP Balanced Stock and Bond Fund.
    

What does the Fund invest in?

   
     The Fund invests primarily in common stocks and securities convertible into
     common  stocks.  The Fund may also  invest in  preferred  stocks.  The Fund
     emphasizes  securities of companies that offer the  opportunity for capital
     growth   and   growth   of   earnings   while   providing   dividends.    A
     research-oriented  approach  to  investing  is  used  by the  Fund,  taking
     advantage of Scudder's large research department.

     The Fund will invest in a variety of industries and  companies.  Generally,
     the Fund will invest in companies  domiciled in the United  States,  but it
     may invest in foreign  securities  without limit.  Also, the Fund may write
     (sell) covered call options to enhance  investment return, and may purchase
     and  sell  options  on stock  indices  for  hedging  purposes.  See  "Other
     Investment Policies and Risk Factors."
    

     The  Fund's  policy  is to remain  substantially  invested  in  stocks  and
     securities  convertible  into  stocks.  However,  for  temporary  defensive
     purposes,  the Fund may invest  without  limit in high quality money market
     securities  when the Fund Manager deems such a position  advisable in light
     of economic or market  conditions.  These securities  include U.S. Treasury
     bills,  commercial  paper,  certificates  of deposit issued by domestic and
     foreign  branches  of U.S.  banks,  bankers'  acceptances,  and  repurchase
     agreements.

What are the risks?

   
     The risk to principal is consistent with an investment in stocks. The stock
     market  doesn't go up every year,  and can rise and  fall--sometimes  quite
     dramatically  over a short  period of time.  Investors  should focus on the
     longer term (at least 5 years or more) and be comfortable  with fluctuation
     in the value of their principal.  See "Other  Investment  Policies and Risk
     Factors."
    

     The level of income you receive will be affected by  dividends  paid on the
     securities held by the Fund.

When are distributions paid?

     Dividends from the Fund's net ordinary income are distributed  quarterly in
     March,  June,  September  and  December.  Any  net  realized  capital  gain
     typically will be distributed  annually after September 30. See page 53 for
     additional information on distributions and taxes.

Who at Scudder manages my investment?

   
     Lead Portfolio Manager Robert T. Hoffman has had responsibility for setting
     investment  strategy and overseeing the Fund's day-to-day  management since
     1991. Mr.  Hoffman,  who joined Scudder in 1990, has 11 years of experience
     in the investment  industry.  Benjamin W. Thorndike,  Portfolio Manager, is
     the Fund's chief analyst and strategist  for  convertible  securities.  Mr.
     Thorndike,  who has more  than 15 years of  investment  experience,  joined
     Scudder  and the Fund in 1986.  Kathleen  T.  Millard,  Portfolio  Manager,
     focuses on stock investing  strategy and stock  selection.  Ms. Millard has
    

                                   PROSPECTUS
                                       33
<PAGE>

     worked in the  investment  industry  since 1983 and at Scudder  since 1991.
     Lori Ensinger,  Portfolio  Manager,  joined the Fund in 1996 and focuses on
     stock  selection and investment  strategy.  Ms.  Ensinger has worked in the
     investment industry since 1983 and at Scudder since 1993.

   
AARP BLUE CHIP INDEX FUND

Fund Objective:

     Taking an indexing  approach to investing in common stocks,  the Fund seeks
     to provide  long-term  capital growth and income,  and to keep the value of
     its shares more stable than a S&P 500 Index fund. The Fund seeks these dual
     objectives  by  emphasizing   higher  dividend  stocks  while   maintaining
     investment characteristics otherwise similar to the S&P 500 Index.

For whom is the Fund designed?

     This new Fund, which commenced  operations on February 1, 1997, is suitable
     for  investors  seeking a "passive"  investment  approach  to stock  market
     investing.  The Fund may be appropriate for more conservative investors who
     are seeking higher  dividend  income and somewhat lower average  volatility
     than a S&P 500 Index fund.  Investors should invest for the longer term (at
     least 5 years or more) and be comfortable with the value of their principal
     fluctuating  up and down with changing U.S.  stock market  conditions.  The
     Fund is also available for AARP IRA and other retirement plan accounts.

What does the Fund offer to investors?

     The Fund offers the potential for long-term growth of principal and current
     income.  Through  a  broadly-diversified  portfolio  consisting  of S&P 500
     companies ("blue chip"  companies),  the Fund's  performance is expected to
     track the overall performance of the U.S. stock market, as characterized by
     the S&P 500 Composite Stock Price Index. The Fund,  however, is designed to
     have less share price  volatility  due to its focus on companies in the S&P
     500 Index that pay higher dividends.

What does the Fund invest in?

     The Fund  attempts to remain  fully  invested  in common  stocks of S&P 500
     companies. Under normal circumstances, the Fund will invest at least 95% of
     its assets in common stocks and futures contracts and options, primarily on
     the S&P 500 Index.  The Fund,  using a proprietary  model,  selects  common
     stocks of S&P 500  companies  that are expected to, on average,  pay higher
     dividends  than  S&P 500  companies  in the  aggregate.  After  the  Fund's
     start-up  phase,  the portfolio will typically  consist of common stocks of
     between 400 and 470 of the S&P 500 companies.  The  investment  approach is
     "passive" in that after the dividend screening described above, there is no
     additional financial analysis regarding the securities held in the Fund.

     Under normal  circumstances,  the Fund may invest up to 5% of its assets in
     certain  short-term  fixed income  securities  including high quality money
     market  securities  such as U.S.  Treasury  bills,  repurchase  agreements,
     commercial  paper,  certificates  of deposit issued by domestic and foreign
     branches of U.S.  banks and  bankers'  acceptances,  although  cash or cash
    

                                   PROSPECTUS
                                       34
<PAGE>
   
     equivalents  are normally  expected to represent less than 1% of the Fund's
     assets.  The Fund  may  invest  up to 20% of its  assets  in stock  futures
     contracts  and options in order to invest  uncommitted  cash  balances,  to
     maintain liquidity to meet shareholder redemptions,  or to minimize trading
     costs. See "Other Investment  Policies and Risk Factors." The Fund will not
     invest  in  cash  reserves,  futures  contracts  or  options  as  part of a
     temporary  defensive  strategy,  such as lowering the Fund's  investment in
     common stocks to protect against potential stock market declines.

     The Fund is neither  sponsored  by nor  affiliated  with  Standard & Poor's
     Corporation.

What are the risks?

     The risk to principal is consistent  with the Fund's  objective of tracking
     the U.S.  stock  market as measured by the S&P 500 Index.  The stock market
     doesn't  go  up  every  year,  and  can  rise  and  fall--sometimes   quite
     dramatically--over  a short period of time.  The U.S. stock market tends to
     be cyclical, with periods when stock prices generally rise and periods when
     prices  generally  decline.  Investors  should focus on the longer term (at
     least 5 years or more) and be comfortable  with fluctuation in the value of
     their principal. See "Other Investment Policies and Risk Factors."

When are distributions paid?

     Dividends from the Fund's net ordinary income are distributed  quarterly in
     March,  June,  September  and  December.  Any  net  realized  capital  gain
     typically will be distributed  annually after September 30. See page 53 for
     additional information on distributions and taxes.

Who at Scudder manages my investment?

     To Be Determined.
    




AARP GLOBAL GROWTH FUND

Fund Objective:

     From investments primarily in equity securities of corporations  worldwide,
     the Fund seeks to offer long-term capital growth in a globally  diversified
     portfolio,  and to keep the value of its  shares  more  stable  than  other
     global equity funds.

For whom is the Fund designed?

     This Fund is suitable for  investors  who want to add both U.S. and foreign
     equity  opportunities to their portfolio through a single  investment.  The
     Fund is designed for investors seeking long-term growth of their principal.
     Investors  should invest for the longer term (at least 5 years or more) and
     be comfortable  with the value of their principal  fluctuating up and down.
     The Fund is also available for AARP IRA and other retirement plan accounts.

                                   PROSPECTUS
                                       35
<PAGE>

What does the Fund offer to investors?

     The Fund offers the  opportunity  for long-term  growth of principal from a
     professionally  managed portfolio of securities  selected from the U.S. and
     foreign equity  markets.  It also offers the  opportunity  for investors to
     further  diversify their portfolios which could help to lower their overall
     risk.

     Global investing takes advantage of the investment opportunities created by
     the growing integration of economies around the world. The world has become
     highly  integrated in economic,  industrial and financial terms.  Companies
     increasingly  operate globally as they purchase raw materials,  produce and
     sell their products and raise capital. The Fund affords investors access to
     opportunities  wherever  they  arise,  without  being  constrained  by  the
     location of a company's headquarters or the trading market for its shares.

     Because the Fund's portfolio invests globally, it provides the potential to
     augment returns  available from the U.S. stock market.  In addition,  since
     U.S.  and foreign  markets do not always  move in step with each  other,  a
     global  portfolio will be more diversified than one invested solely in U.S.
     securities.

     Investing  directly in foreign  securities is usually  impractical for most
     investors  because it presents  complications  and extra  costs.  Investors
     often find it difficult to arrange  purchases and sales,  to obtain current
     information,  to hold securities in safekeeping and to convert the value of
     their  investments from foreign  currencies into dollars.  The Fund manages
     these problems for the investor. With a single investment, the investor has
     a diversified  worldwide  investment portfolio which is managed actively by
     experienced  professionals.  Scudder  has  had  many  years  of  experience
     investing   globally  and  dealing  with  trading,   custody  and  currency
     transactions  around the world.  Scudder has the benefit of  information it
     receives from worldwide research and believes the Fund affords investors an
     efficient and cost-effective method of investing worldwide.

   
     Through a broadly diversified  portfolio  consisting primarily of stocks of
     established  companies  which are  incorporated  in the U.S.  or in foreign
     countries,  and applying a strategy of relatively  low portfolio  turnover,
     the Fund seeks to offer less share price volatility than many global growth
     funds.  However, in pursuing long-term growth, the Fund typically will have
     more share price fluctuation than other AARP Funds, except the AARP Capital
     Growth Fund, the AARP  International  Stock Fund and the AARP Small Company
     Stock Fund.  See "What are the risks?"  below.  Growth will come  primarily
     from possible appreciation in the value of shares. The Fund is not expected
     to provide regular income.
    

What does the Fund invest in?

   
     The Fund will  invest in  securities  of  companies  that the Fund  Manager
     believes will benefit from global economic trends,  promising  technologies
     or products and changing geopolitical,  currency or economic relationships.
     The  Fund  will  normally  invest  at  least  65% of its  total  assets  in
     securities of at least three different countries.  Typically it is expected
     that the Fund will  invest in a wide  variety  of  regions  and  countries,
     including both foreign and U.S. issues.  However,  the Fund may be invested
     100% in  non-U.S.  issues,  and for  temporary  defensive  purposes  may be
    

                                   PROSPECTUS
                                       36
<PAGE>

     invested 100% in U.S. issues. For temporary  defensive  purposes,  the Fund
     may invest without limit in high quality money market securities, including
     U.S. Treasury bills, repurchase agreements,  commercial paper, certificates
     of deposit issued by domestic and foreign branches of U.S. banks,  bankers'
     acceptances and other debt securities,  such as U.S. Government obligations
     and corporate debt  instruments when the Fund Manager deems such a position
     advisable in light of economic or market conditions.

   
     The Fund generally  invests in equity  securities of established  companies
     listed on U.S.  or  foreign  securities  exchanges,  but also may invest in
     securities traded  over-the-counter.  It also may invest in debt securities
     convertible  into  common  stock,   and  convertible  and   non-convertible
     preferred  stocks.  Fixed-income  securities  of  governments,   government
     agencies,  supranational  agencies and  companies may also be used when the
     Fund Manager believes the potential for appreciation for these  investments
     will equal or exceed that available from investments in equity  securities.
     These debt and fixed-income securities will be exclusively investment-grade
     securities, that is, those rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A
     or BBB by S&P or those of  equivalent  quality as  determined  by  Scudder.
     Securities  rated BBB by S&P or Baa by Moody's are neither highly protected
     nor  poorly  secured.   Moody's  considers  bonds  it  rates  Baa  to  have
     speculative elements as well as investment-grade characteristics.
    

     The Fund may invest in zero coupon  securities  and  closed-end  investment
     companies  holding  foreign  securities.  The Fund may make  limited use of
     financial  futures  contracts  and  related  options and may also invest in
     forward  foreign  currency  exchange  contracts.  The Fund may write (sell)
     covered call  options to enhance  investment  return,  and may purchase and
     sell options on stock indices for hedging  purposes.  See "Other Investment
     Policies and Risk Factors."

What is Scudder's international investing experience?

   
     Scudder has been a leader in international  investment  management for over
     40 years.  In 1953,  Scudder  introduced the first mutual fund available in
     the U.S.  investing  internationally  in  securities  of issuers in several
     foreign countries,  and in 1987, introduced the first no-load global equity
     fund. Today, Scudder manages over $__ billion in assets invested in foreign
     markets.
    

What are the risks?

     The risk to principal is  consistent  with the Fund's  objective of seeking
     long-term  growth  through  global  investing.  Global  investing  involves
     economic and political  considerations  not typically  found in investments
     restricted solely to U.S. markets.

   
     The Fund is designed for long-term  investors who can accept  international
     investment  risk. Since the Fund normally will be invested in both U.S. and
     foreign  securities  markets,  changes in the Fund's share price may have a
     low correlation with movements in the U.S. markets.  The Fund's share price
     will reflect the movements of the different markets in which it is invested
     and the currencies in which the investments are  denominated.  The strength
     or weakness of the U.S. dollar against  foreign  currencies may account for
     part of the Fund's  investment  performance.  Investors should focus on the
     longer term (at least 5 years or more) and be comfortable  with fluctuation
    

                                   PROSPECTUS
                                       37
<PAGE>

     to the value of their  principal.  Because of the Fund's global  investment
     policies and the investment  considerations  discussed above, investment in
     shares of the Fund should be  considered  as part of a broadly  diversified
     portfolio. See "Other Investment Policies and Risk Factors."

When are distributions paid?

     Any dividends  typically will be distributed in December.  Any net realized
     capital gain typically will be distributed annually after September 30. See
     page 53 for additional information on distributions and taxes.

Who at Scudder manages my investment?

     William E. Holzer is the Lead  Portfolio  Manager for the Fund.  Mr. Holzer
     has day-to-day responsibility for setting the Fund's worldwide strategy and
     investment  themes.  Mr.  Holzer  has over 20 years'  experience  in global
     investing and joined Scudder in 1980.  Nicholas Bratt,  Portfolio  Manager,
     directs Scudder's overall global equity  investment  strategies.  Mr. Bratt
     joined Scudder in 1976.  Alice Ho, Portfolio  Manager,  is also responsible
     for implementing the Fund's strategy. Ms. Ho, who joined Scudder in 1986 as
     a member of the  institutional  and private  investment  counsel area,  has
     worked as a portfolio manager since 1989.

AARP CAPITAL GROWTH FUND

Fund Objective:

     From investments primarily in common stocks and securities convertible into
     common stocks,  the Fund seeks to provide long-term capital growth,  and to
     keep the value of its shares more stable than other capital growth funds.

For whom is the Fund designed?

   
     The Fund is suitable for investors  seeking high long-term  growth of their
     principal. Investors should invest for the longer term (at least 5 years or
     more) and be comfortable  with the value of their principal  fluctuating up
     and down. The Fund is also available for AARP IRA and other retirement plan
     accounts.
    

What does the Fund offer to investors?

     The Fund offers the  opportunity  for long-term  growth of principal.  This
     growth  will come  primarily  from  possible  appreciation  in the value of
     shares. The Fund is not expected to provide regular income.

   
     In pursuing long-term growth, the Fund will typically have more share price
     fluctuation  than the AARP  Balanced  Stock and Bond Fund,  AARP Growth and
     Income Fund,  AARP Blue Chip Index Fund and AARP Global  Growth  Fund,  but
     less share price  fluctuation than AARP  International  Stock Fund and AARP
     Small Company Stock Fund.

     By diversifying  among  securities of high quality,  medium- to large-sized
     companies with strong competitive  positions in their industries,  the Fund
     seeks to have less share price volatility than many growth funds.
    

                                   PROSPECTUS
                                       38
<PAGE>

What does the Fund invest in?

     The Fund invests primarily in common stocks and securities convertible into
     common  stocks.  The Fund may also invest in preferred  stocks.  The Fund's
     policy is to remain substantially invested in these securities.

   
     In seeking capital growth,  the Fund will invest in stocks which will offer
     above-average potential for long-term growth of market value as represented
     by  the   Standard  &  Poor's  500   Composite   Stock   Price   Index.   A
     research-oriented  approach  to  investing  is  used  by the  Fund,  taking
     advantage of Scudder's large research department. The Fund will invest in a
     variety of industries  and  companies.  Generally,  the Fund will invest in
     companies  domiciled in the U.S.,  but it may invest in foreign  securities
     without  limit.  Also,  the Fund may write  (sell)  covered call options to
     enhance  investment  return,  and may  purchase  and sell  options on stock
     indices for  hedging  purposes.  See "Other  Investment  Policies  and Risk
     Factors."
    

     For temporary defensive purposes, the Fund may invest without limit in high
     quality money market securities,  including U.S. Treasury bills, repurchase
     agreements,  commercial  paper,  certificates of deposit issued by domestic
     and foreign branches of U.S. banks,  bankers'  acceptances,  and other debt
     securities,   such  as  U.S.  Government  obligations  and  corporate  debt
     instruments when the Fund Manager deems such a position  advisable in light
     of economic or market conditions.

What are the risks?

   
     The risk to principal is  consistent  with the Fund's  objective of seeking
     long-term  growth.  The Fund generally has greater share price  fluctuation
     and potential for return than the AARP Balanced  Stock and Bond Fund,  AARP
     Growth and Income Fund,  AARP Blue Chip Index Fund,  and AARP Global Growth
     Fund.  The  stock  market  doesn't  go up  every  year,  and can  rise  and
     fall--sometimes  quite  dramatically--over  a short period of time. Some of
     the securities selected may have above-average stock market risk. Investors
     should  focus  on the  longer  term  (at  least 5  years  or  more)  and be
     comfortable with  fluctuation to the value of their  principal.  See "Other
     Investment Policies and Risk Factors."
    

When are distributions paid?

     Any dividends  typically will be distributed in December.  Any net realized
     capital gain typically will be distributed annually after September 30. See
     page 53 for additional information on distributions and taxes.

Who at Scudder manages my investment?

   
     Lead  Portfolio  Manager  William F.  Gadsden  has set the  Fund's  overall
     investment  strategy since 1994 and has been part of the Fund's  day-to-day
     management  since 1989. He has 15 years of investment  industry  experience
     and joined Scudder in 1983. Bruce F. Beaty,  Portfolio Manager,  focuses on
     securities  selection and assists with the creation and  implementation  of
     investment  strategy for the Fund. He has 16 years of  investment  industry
     experience and joined Scudder in 1991.
    

                                   PROSPECTUS
                                       39
<PAGE>

   
AARP INTERNATIONAL STOCK FUND

Fund Objective:

     The  Fund  seeks to  offer  long-term  capital  growth  from a  diversified
     portfolio of foreign equity securities, and to keep the value of its shares
     more stable than other international equity funds.

For whom is the Fund designed?

     This new Fund, which commenced  operations on February 1, 1997, is suitable
     for investors who want to add international  stock market  opportunities to
     their  portfolio in a  convenient,  low-cost  way. The Fund is designed for
     investors  seeking  long-term growth of their  principal.  Investors should
     invest  for the longer  term (at least 5 years or more) and be  comfortable
     with the value of their principal fluctuating up and down. The Fund is also
     available for AARP IRA and other retirement plan accounts.

What does the Fund offer to investors?

     The Fund offers the  opportunity  for long-term  growth of principal from a
     professionally  managed  portfolio of securities  selected  from  developed
     foreign  stock  markets.  It also offers the  opportunity  for investors to
     further  diversify their investment  portfolios,  which could help to lower
     their  overall risk.  Unlike the AARP Global Growth Fund,  which invests in
     both U.S.  and  foreign  markets,  the AARP  International  Stock Fund will
     invest solely in foreign markets.

     One reason that some investors may wish to invest  overseas is that certain
     foreign economies may grow more rapidly than the U.S. economy and may offer
     opportunities for achieving  investment returns superior to those available
     from  investing  in a fund  which  invests  primarily  in  domestic  equity
     securities.  Another  reason is that foreign  markets do not always move in
     step with each other or with the U.S.  market.  A  portfolio  invested in a
     number of markets  worldwide  will be better  diversified  than a portfolio
     that is restricted to a single market.

     Another  benefit of the Fund is that it eliminates  the  complications  and
     extra  costs  associated  with  direct  investment  in  individual  foreign
     securities.  Individuals  investing  directly in foreign stocks may find it
     difficult to make purchases and sales,  to obtain current  information,  to
     hold  securities  in  safekeeping,  and  to  convert  the  value  of  their
     investments  from foreign  currencies into U.S.  dollars.  The Fund manages
     these tasks for the investor. With a single investment,  the investor has a
     diversified  international investment portfolio,  which is actively managed
     by experienced  professionals.  The Fund Manager has had long experience in
     dealing in foreign  markets and with brokers and custodian banks around the
     world. The Fund Manager also has the benefit of an established  information
     network and  believes  the Fund  affords a  convenient  and  cost-effective
     method of investing internationally.

     In pursuing long-term growth, the Fund typically will have more share price
     fluctuation than other AARP Funds. See "What are the risks?" below.  Growth
     will come primarily from possible  appreciation in the value of shares. The
     Fund is not expected to provide regular income.
    

                                   PROSPECTUS
                                       40
<PAGE>

   
What does the Fund invest in?

     The  Fund   generally   invests  in  equity   securities   of   established
     dividend-paying  companies  listed on foreign  exchanges  within  developed
     foreign markets. The Fund does not invest in emerging markets, but instead,
     focuses its investments on the 21 developed foreign  countries  included in
     the Morgan Stanley Capital  International World ex-USA Index. The Fund will
     normally  invest at least 65% of its total assets in securities of at least
     three different countries.

     When the Fund Manager believes that it is appropriate,  the Fund may invest
     up to 20% of its total assets in investment-grade  foreign debt securities.
     Such debt  securities  include debt of foreign  governments,  supranational
     organizations  and private  issuers,  including  bonds  denominated  in the
     European  Currency Unit (ECU).  Debt investments will be selected on yield,
     credit  quality,  and the  outlooks  for  currency  and  interest  rates in
     different  parts of the globe,  taking into  account the ability to hedge a
     degree  of  currency  or local  bond  price  risk.  The  Fund may  purchase
     investment-grade  bonds, which are those rated Aaa, Aa, A or Baa by Moody's
     or AAA,  AA, A or BBB by S&P or, if unrated,  judged by the Fund Manager to
     be of equivalent quality. Securities rated Baa by Moody's or BBB by S&P are
     neither highly  protected nor poorly  secured.  Moody's  considers bonds it
     rates  Baa  to  have  speculative  elements  as  well  as  investment-grade
     characteristics.

     For temporary defensive purposes, the Fund may invest without limit in high
     quality money market securities,  including U.S. Treasury bills, repurchase
     agreements,  commercial  paper,  certificates of deposit issued by domestic
     and foreign branches of U.S. banks,  bankers'  acceptances,  and other debt
     securities,  such as Canadian or U.S. government obligations or currencies,
     corporate debt instruments, and securities of companies incorporated in and
     having  their  principal  activities  in Canada  or the U.S.  when the Fund
     Manager  deems such a position  advisable  in light of  economic  or market
     conditions.

     The Fund may make limited use of financial  futures  contracts  and related
     options and may also invest in foreign  currency  exchange  contracts.  The
     Fund may write (sell)  covered call options to enhance  investment  return,
     and may purchase and sell  options on stock  indices for hedging  purposes.
     See "Other Investment Policies and Risk Factors."

What is Scudder's international investing experience?

     Scudder has been a leader in international  investment  management for over
     40 years.  In 1953,  Scudder  introduced the first mutual fund available in
     the U.S.  investing  internationally  in  securities  of issuers in several
     foreign  countries.  Today,  Scudder  manages  over $__  billion  in assets
     invested in foreign markets.

What are the risks?

     The risk to principal is  consistent  with the Fund's  objective of seeking
     long-term growth through international  investing.  International investing
     involves economic and political  considerations not typically found in U.S.
     financial markets.

     Foreign  securities.  Investments  in foreign  securities  involve  special
     considerations, due to more limited information, higher brokerage costs and
     different accounting standards. They may also entail certain risks, such as
     possible  imposition of dividend or interest  withholding  or  confiscatory
    
                                   PROSPECTUS
                                       41
<PAGE>

   
     taxes, possible currency blockages or transfer restrictions, expropriation,
     nationalization or other adverse political or economic developments and the
     difficulty of enforcing obligations in other countries.  Foreign securities
     may be less liquid and more volatile than comparable  domestic  securities,
     and there is less government regulation of stock exchanges, brokers, listed
     companies and banks than in the U.S.  Purchases of foreign  securities  are
     usually  made in foreign  currencies  and, as a result,  the Fund may incur
     currency  conversion costs and may be affected  favorably or unfavorably by
     changes in the value of foreign currencies against the U.S. dollar.

     The Fund is designed for long-term  investors who can accept  international
     investment  risk.  Since the Fund  normally  will be  invested  in  foreign
     stocks,  changes  in the Fund's  share  value may be quite  different  than
     movements in the U.S.  stock  markets.  The Fund's share price will reflect
     the  movements  of the  different  markets in which it is invested  and the
     currencies  in which the  investments  are  denominated.  The  strength  or
     weakness of the U.S. dollar against foreign currencies may account for part
     of the Fund's investment performance.  Investors should focus on the longer
     term (at least 5 years or more) and be comfortable  with fluctuation in the
     value of their principal.  Because of the Fund's international approach and
     its associated risks, investment in shares of the Fund should be considered
     as part of a broadly-diversified  portfolio. See "Other Investment Policies
     and Risk Factors."

When are distributions paid?

     Any dividends  typically will be distributed in December.  Any net realized
     capital gain typically will be distributed annually after September 30. See
     page 53 for additional information on distributions and taxes.

Who at Scudder manages my investment?

     To Be Determined.




AARP SMALL COMPANY STOCK FUND

Fund Objective:

     From investments primarily in the stocks of small U.S. companies,  the Fund
     seeks to provide  long-term  capital  growth,  and to keep the value of its
     shares more stable than other small company stock funds.

For whom is the Fund designed?

     This new Fund, which commenced  operations on February 1, 1997, is suitable
     for investors  seeking high long-term growth of their principal.  Investors
     should  invest  for the  longer  term (at  least 5 years  or  more)  and be
     comfortable with the value of their principal  fluctuating up and down. The
     Fund is also available for AARP IRA and other retirement plan accounts.
    
                                   PROSPECTUS
                                       42
<PAGE>
   
What does the Fund offer to investors?

     AARP Small Company Stock Fund  combines the long-term  growth  potential of
     small  company  stocks with the  conservative  nature of a  value-oriented,
     growth and income approach to investing. The Fund focuses primarily on U.S.
     small  capitalization  stocks.  These securities may be out of favor or not
     closely followed by investors, yet, in the opinion of the Fund Manager, may
     reward investors with substantial returns over time. The stocks held by the
     Fund  will  have  a  higher   average   dividend   yield   than  the  small
     capitalization  stock  segment  of  the  market  as  a  whole.  U.S.  small
     capitalization  stocks have outperformed large  capitalization  stocks over
     time, although with greater volatility in returns.  Since the Fund involves
     both  above-average  performance  opportunity  and risk, it is suitable for
     those  individuals  who  are  investing  for  a  long-term  goal,  such  as
     accumulating  assets for retirement.  The Fund should be considered as part
     of a  diversified  portfolio,  since  it is  not,  by  itself,  a  complete
     investment  program.  Nonetheless,  it can  help  round  out an  investment
     portfolio   already   holding   other  types  of  stock  and   fixed-income
     investments.

     The Fund offers  low-cost,  convenient  access to a part of the U.S.  stock
     market in which investors might otherwise find it difficult to participate.
     On their own,  individual  investors  might find it a challenge  to analyze
     data  on  small   companies,   receive   complete,   up-to-date   financial
     information,  and buy and sell securities at favorable  prices.  The Fund's
     management team assumes these responsibilities for investors.

What does the Fund invest in?

     In pursuing  its  objective  of  long-term  growth of  principal,  the Fund
     normally  invests at least 80% of its assets in the common  stocks of small
     U.S. companies.  Using a quantitative  investment approach developed by the
     Fund Manager, the Fund focuses on undervalued  securities of companies with
     market  capitalization  below $1 billion that have  dividend  yields higher
     than the average of those in the Index and that the Fund  Manager  believes
     are  undervalued  relative to the stocks in that Index.  The Fund will sell
     securities of companies that have grown in market capitalization above this
     level as necessary to keep the Fund focused on smaller companies.

     The Fund takes a diversified  approach to investing in small capitalization
     stocks which  overall have  dividend  yields above the average yield of the
     Russell 2000 IndexR.  It will not be unusual for the Fund to hold stocks of
     more than one  hundred  small  companies,  representing  a variety  of U.S.
     industries.

     While the Fund  invests  predominantly  in common  stocks,  it can purchase
     other  types  of  equity  securities  including  preferred  stocks  (either
     convertible  or  nonconvertible),  rights and warrants.  Securities  may be
     listed  on  national  exchanges  or traded  over-the-counter.  The Fund may
     invest up to 20% of its assets in U.S. Treasury, agency and instrumentality
     obligations,  may  enter  into  repurchase  agreements  and may make use of
     financial futures contracts and related options.  The Fund may purchase and
     sell  options or futures on stock  indices  for  hedging  purposes  or as a
     temporary  investment  to  accommodate  cash flows.  See "Other  Investment
     Policies and Risk Factors."

     For temporary defensive purposes, the Fund may invest without limit in high
     quality money market securities,  including U.S. Treasury bills, repurchase
    

                                   PROSPECTUS
                                       43
<PAGE>
   
     agreements,  commercial  paper,  certificates of deposit issued by domestic
     and foreign branches of U.S. banks,  bankers'  acceptances,  and other debt
     securities,   such  as  U.S.  government  obligations  and  corporate  debt
     instruments when the Fund Manager deems such a position  advisable in light
     of economic or market conditions.

What are the risks?

     The risk to principal is  consistent  with the Fund's  objective of seeking
     long-term  growth  through  investing in small  company  stocks.  Investors
     should  focus  on the  longer  term  (at  least 5  years  or  more)  and be
     comfortable  with  fluctuation in the value of their principal which may be
     considerable at times. See "Other Investment Policies and Risk Factors."

How does the Fund seek to manage risk?

     While  the Fund  involves  above-average  stock  market  risk,  the Fund is
     designed to lessen  volatility  of its share price  relative to other small
     company stock funds. It does this by using a highly  systematic  investment
     style that focuses on value-oriented, small capitalization issues which may
     pay dividends. Risk is further managed by diversifying among a large number
     of  stocks,  and by using  specialized  portfolio  management  and  trading
     techniques.

When are distributions paid?

     Any dividends  typically will be distributed in December.  Any net realized
     gain typically will be distributed annually after September 30. See page 53
     for additional information on distributions and taxes.

Who at Scudder manages my investment?

     Lead Portfolio  Manager James M. Eysenbach has  responsibility  for setting
     the Fund's  investment  strategy and for overseeing  the Fund's  day-to-day
     management.  Mr. Eysenbach joined Scudder in 1991 as a senior  quantitative
     analyst and is currently director of quantitative research for Scudder. Mr.
     Eysenbach  has more than nine  years  investment  research  and  management
     experience. Philip S. Fortuna, Portfolio Manager, joined Scudder in 1986 as
     manager  of   institutional   equity   accounts.   He  became  director  of
     quantitative  research  in  1987  and  served  as  director  of  investment
     operations from 1993 to 1994.


AARP MANAGED INVESTMENT PORTFOLIOS:
DIVERSIFIED INCOME PORTFOLIO
DIVERSIFIED GROWTH PORTFOLIO

The  AARP  Managed  Investment   Portfolios  are  two  professionally   managed,
diversified  portfolios  of the AARP Managed  Investment  Portfolios  Trust (the
"Trust").  In pursuit of its investment  objective,  each Portfolio invests in a
select mix of AARP mutual funds  ("underlying  mutual  funds"),  including  AARP
money market,  bond and stock mutual funds.  The  Diversified  Growth  Portfolio
attempts to keep the price of its shares more stable than a growth  mutual fund.
The Diversified  Income Portfolio  attempts to keep the price of its shares more
stable than a ____ mutual fund.
    
                                   PROSPECTUS
                                       44
<PAGE>
   
Portfolio Objectives:

o    The  Diversified  Income  Portfolio  seeks to provide  current  income with
     modest  long-term  appreciation by investing  primarily in AARP bond mutual
     funds.

o    The  Diversified  Growth  Portfolio  seeks  long-term  growth of capital by
     investing primarily in AARP stock mutual funds.

For whom are the Portfolios designed?

The AARP Managed  Investment  Portfolios are designed for individuals who prefer
to have asset  allocation  decisions  made by  professional  money  managers and
appreciate the advantages of broad diversification.

o    The  Diversified  Income  Portfolio  may be  appropriate  for  conservative
     investors  nearing  retirement or investors  enjoying  retirement,  who are
     looking for income with some  appreciation  potential  (Investors should be
     prepared to invest for 3 to 5 years or more).

o    The Diversified Growth Portfolio may be appropriate for long-term investors
     planning for retirement or more aggressive  retired investors with a longer
     investment time horizon (at least 5 years or more).

What do the Portfolios offer to investors?

Both  Portfolios  offer  investors a simple  means to allocate  their  assets to
pursue a  certain  goal.  Each  Portfolio  can  serve as a  complete  investment
program, or as a core part of a larger portfolio.

o    The  Diversified  Income  Portfolio  offers  investors the  opportunity for
     income and some share price  appreciation  by  investing  in a  diversified
     portfolio  consisting primarily of AARP bond mutual funds, and secondarily,
     stock and money market mutual funds.

o    The  Diversified  Growth  Portfolio  offers  investors the  opportunity for
     long-term  growth of  principal by  investing  in a  diversified  portfolio
     comprised  primarily of AARP stock mutual funds, and secondarily,  bond and
     money market mutual funds.

o    Both portfolios  offer  shareholders  an investment  choice that is broadly
     diversified.

o    No additional  management  fees are charged for  allocation  among the AARP
     mutual funds.

What does each Portfolio invest in?

Each  Portfolio  may invest in any of the AARP  mutual  funds,  except for those
designed to provide tax-free  income.  Both Portfolios will avoid taking extreme
investment  positions  in an effort to "time the market."  Rather,  shifts among
AARP stock and bond mutual funds are expected to occur only  periodically and in
generally small increments.

Under normal market conditions,  each of the AARP Managed Investment  Portfolios
will invest within the investment ranges described below:

o    The  Diversified  Income  Portfolio  will  normally  invest 60-80% of total
     assets in AARP bond mutual funds;  and 20-40% of total assets in AARP stock
     mutual funds; and 0-20% of total assets in cash or equivalents.

o    The  Diversified  Growth  Portfolio  will  normally  invest 60-80% of total
     assets in stock  oriented AARP Mutual Funds;  and 20-40% of total assets in
     bond oriented AARP Mutual Funds and/or cash equivalents.

If,  as a  result  of  appreciation  or  depreciation,  the  percentage  of  the
Portfolios'  assets invested in the above categories exceeds or is less than the
applicable  range,  the Fund Manager will  consider  whether to  reallocate  the
assets of the Portfolio to comply with the stated ranges.
    
                                   PROSPECTUS
                                       45
<PAGE>
   
Each Portfolio will purchase or sell shares of underlying  AARP mutual funds to:
(a) accommodate  purchases and sales of each Portfolio's  shares, (b) change the
percentages of each  Portfolio's  assets invested in each of the underlying AARP
mutual  funds in response to changing  market  conditions,  and (c)  maintain or
modify  the  allocation  of each  Portfolio's  assets  in  accordance  with  the
investment  mix described  above.  To provide for  redemptions  or for temporary
defensive  purposes,  each  Portfolio  may invest  without limit in cash or cash
equivalents,   including  repurchase  agreements,   commercial  paper,  bankers'
acceptances, and certificates of deposit issued by domestic and foreign branches
of U.S.
banks.

What are the risks?

Each  Portfolio's  risks are determined by the nature of the securities  held by
the underlying AARP mutual funds as well as the proportion of investment in each
underlying  AARP mutual fund that, in turn,  reflects the  portfolio  management
strategies used by the Fund Manager.  The following are  descriptions of certain
risks related to investments in each Portfolio.

o    As the  investments  in each  Portfolio  are  oriented  within  a group  of
     underlying  AARP mutual funds,  the  performance of a Portfolio is directly
     related to the  investment  performance  of these  underlying  AARP  mutual
     funds.  The  ability of a Portfolio  to meet its  investment  objective  is
     directly related to the ability of the underlying AARP mutual funds to meet
     their  objectives as well as the  allocation  among those  underlying  AARP
     mutual funds by the portfolio management team.

o    Each  Portfolio's  share  price and yield will  fluctuate  in  response  to
     various  market  and  economic  factors  related to both the stock and bond
     markets.  Certain  of the  underlying  AARP  mutual  funds  invest  in debt
     securities  making  them  subject to credit  risk,  interest  rate risk and
     pre-payment  risk.  Other  underlying  AARP mutual  funds  invest in equity
     securities  that  will  fluctuate  in  value  with  changing  stock  market
     conditions  and  related  factors.  Also,  each  Portfolio  can  invest  in
     underlying AARP mutual funds that are, in turn,  invested in  international
     securities  and thus are subject to additional  risks of these  investments
     including changes in foreign currency exchange rates and political risk.

For  information  about the investment  techniques and the risks involved in the
underlying AARP mutual funds, please refer to each underlying Fund's description
elsewhere in this prospectus and "Other Investment Policies and Risk Factors."

How do the Portfolios seek to manage risk?

The  Portfolios  seek to manage risk through  active  portfolio  management  and
diversification.  Each  Portfolio will invest in at least five  underlying  AARP
mutual funds, all of which are managed for reduced share price volatility.

When are distributions paid?

Dividends  on the  Diversified  Income  Portfolio  will be  declared  daily  and
distributed  monthly to  investors.  Any  dividends  on the  Diversified  Growth
Portfolio will be distributed in December. Any net realized capital gain for the
Portfolios  typically  will be distributed  after  September 30. See page 53 for
additional information on distributions and taxes.

Who at Scudder manages my investment?

Lead Portfolio  Manager  Benjamin W.  Thorndike,  who has 17 years of investment
experience,  joined Scudder in 1983 as a portfolio  manager.  Since 1986, he has
    
                                   PROSPECTUS
                                       46
<PAGE>
   
served as a portfolio  manager for AARP Growth and Income  Fund.  Mr.  Thorndike
develops  portfolio  strategy  utilizing  the  research,  analysis  and guidance
provided by other members of the  investment  team.  Cornelia  Small,  Portfolio
Manager,  is Director of Global Equity  Investments  and Chairman of the Capital
Markets  Group,  and has also  served as  Director  of Global  Equity  Research.
Margaret  Hadzima,  Portfolio  Manager,  is Director of Scudder's  Institutional
Group, which includes a focus on asset allocation  strategy.  Ms. Hadzima has 23
years of experience  in  fixed-income  investing  during which she has served as
Director of Global Bond Research and Chairman of Global Bond Strategy. Philip S.
Fortuna,  Portfolio Manager,  joined Scudder in 1986 as Manager of Institutional
Equity accounts.  He became Director of Quantitative Research in 1987 and served
as Director of Investment Operations from 1993 to 1994. Maureen Allyn, Portfolio
Manager,  is Scudder's Chief Economist,  a position she has held since 1989, and
is responsible for analyzing both the world and U.S. economies.

Description of the Underlying AARP Mutual Funds

Details on the investment  objectives and policies of the underlying AARP mutual
funds are  included  in this  prospectus.  As with any  investment,  there is no
guarantee  that the AARP  Investment  Portfolios or the  underlying  AARP mutual
funds will successfully meet their investment objectives.

The  Portfolios may invest in the following AARP money market mutual funds which
is designed to provide stability of principal and income:

AARP High Quality Money Fund                         see page 18

The  Portfolios may invest in the following AARP mutual funds which are designed
to provide current income:

AARP GNMA and U.S. Treasury Fund                     see page 22
AARP High Quality Bond Fund                          see page 24
AARP Bond Fund for Income                            see page 26

The Portfolios may invest in the following AARP mutual funds designed to provide
long-term growth of capital:

AARP Balanced Stock and Bond Fund                    see page 30
AARP Growth and Income Fund                          see page 32
AARP Blue Chip Index Fund                            see page 34
AARP Global Growth Fund                              see page 35
AARP Capital Growth Fund                             see page 38
AARP International Stock Fund                        see page 40
AARP Small Company Stock Fund                        see page 42

    

OTHER INVESTMENT POLICIES AND RISK FACTORS

Below  are  some  detailed  descriptions  of  several  types of  securities  and
investment techniques referred to in this prospectus.

Maintaining $1.00 Constant Share Price in Money Funds

The AARP High  Quality  Money Fund and the AARP High Quality Tax Free Money Fund
attempt to maintain a constant net asset value per share. To do so, they operate

                                   PROSPECTUS
                                       47
<PAGE>

in accordance with a rule of the Securities and Exchange  Commission  (SEC) that
requires   all  assets  to  be  cash,   cash  items,   and   high-quality   U.S.
dollar-denominated investments having a remaining maturity of generally not more
than 397 calendar  days from the date of purchase.  The AARP High Quality  Money
Fund, however, may invest in U.S. Government  securities having maturities of up
to 762 calendar  days.  The SEC also requires  that the average  dollar-weighted
maturity of these Funds not exceed 90 days.

When-Issued Securities

   
All AARP Mutual  Funds,  except the AARP Growth and Income  Fund,  the AARP Blue
Chip Index Fund,  the AARP Global Growth Fund, the AARP Capital Growth Fund, the
AARP  International  Stock Fund,  and the AARP Small  Company  Stock  Fund,  may
purchase  securities  on a when-issued  or forward  delivery  basis.  That means
payment and  delivery  of the  security  will be at a later date.  The price and
yield are generally  fixed on the date of commitment to purchase.  The Fund does
not earn interest  before  delivery of the security.  At the time of settlement,
the market value of the security may be more or less than the purchase price.
    

Repurchase Agreements

This is an  agreement  under  which a Fund may buy one or more  U.S.  Government
obligations which the seller  simultaneously agrees to repurchase at a specified
time and price. The Fund can earn income for periods as short as overnight. Such
an agreement may enhance liquidity since it is normally a short-term commitment.
If the seller under a repurchase  agreement becomes insolvent,  the Fund's right
to sell the securities may be restricted. Also, the value of such securities may
decline  before  the Fund can sell them.  The Fund might also incur  transaction
costs by selling the securities.

   
Each of the AARP Mutual  Funds may enter into  repurchase  agreements  only with
Federal  Reserve  member  banks  or   broker-dealers   recognized  as  reporting
government securities dealers.
    

Mortgage and other asset-backed securities

   
The AARP GNMA and U.S.  Treasury Fund, the AARP High Quality Bond Fund, the AARP
Bond Fund for Income,  and the AARP  Balanced  Stock and Bond Fund may invest in
mortgage-backed securities, which are securities representing interests in pools
of  mortgage  loans.  These  securities   provide   shareholders  with  payments
consisting of both  interest and  principal as the  mortgages in the  underlying
mortgage pools are paid off.

The timely  payment of  principal  and  interest on  mortgage-backed  securities
issued or guaranteed by the Government National Mortgage Association ("GNMA") is
backed by GNMA and the full  faith  and  credit  of the U.S.  Government.  These
guarantees,   however,   do  not  apply  to  the   market   value  or  yield  of
mortgage-backed  securities  or to the value of a Fund's  shares.  When interest
rates rise,  mortgage  prepayment rates decline,  thus lengthening the life of a
mortgage-related  security and increasing the price volatility of that security,
affecting  the price  volatility  of the  Fund's  shares.  Also,  GNMA and other
mortgage-backed securities may be purchased at a premium over the maturity value
of the underlying mortgages.  This premium is not guaranteed and will be lost if
prepayment  occurs.  In  addition,  the AARP High Quality Bond Fund and the AARP
Balanced Stock and Bond Fund may invest in mortgage-backed  securities issued by
    

                                   PROSPECTUS
                                       48
<PAGE>

other issuers,  such as the Federal National Mortgage  Association (FNMA), which
are not  guaranteed by the U.S.  Government.  Moreover,  the Funds may invest in
debt securities which are secured with collateral  consisting of mortgage-backed
securities and in other types of mortgage-related securities.

   
The AARP High  Quality  Bond Fund,  the AARP Bond Fund for Income,  and the AARP
Balanced  Stock  and Bond  Fund  may  also  invest  in  securities  representing
interests in pools of certain other consumer loans,  such as automobile loans or
credit card  receivables.  In some cases,  principal  and interest  payments are
partially guaranteed by a letter of credit from a financial institution.
    

Zero Coupon Securities

   
The AARP  Balanced  Stock and Bond Fund,  AARP Bond Fund for Income and the AARP
Global Growth Fund may invest in zero coupon securities which pay no cash income
and are issued at  substantial  discounts  from their  value at  maturity.  Zero
coupon securities are subject to greater market value fluctuations from changing
interest rates than debt obligations of comparable maturities which make current
cash distributions of interest.
    

High Yield/High Risk Securities

   
AARP  Bond  Fund for  Income  may  invest a  limited  amount  of  assets in debt
securities which are rated below  investment-grade  (hereinafter  referred to as
"lower rated  securities") or which are unrated,  but deemed equivalent to those
rated below  investment-grade by the Fund Manager. The lower the ratings of such
debt securities, the greater their risks. These debt instruments generally offer
a higher  current  yield than that  available  from  higher  grade  issues,  but
typically  involve  greater risk. The yields on high  yield/high risk bonds will
fluctuate  over time. In general,  prices of all bonds rise when interest  rates
fall and fall when  interest  rates  rise.  While  less  sensitive  to  changing
interest rates than investment-grade debt, lower rated securities are especially
subject to adverse changes in general economic  conditions and to changes in the
financial  condition of their issuers.  During  periods of economic  downturn or
rising interest  rates,  issuers of these  instruments may experience  financial
stress that could  adversely  affect their ability to make payments of principal
and interest and increase the possibility of default.

Adverse publicity and investor perceptions,  whether or not based on fundamental
analysis,  may also  decrease  the  values  and  liquidity  of these  securities
especially in a market  characterized by only a small amount of trading and with
relatively few participants.  These factors can also limit the Fund's ability to
obtain accurate market quotations for these securities, making it more difficult
to determine the Funds' net asset value.
    

In cases where market  quotations are not available,  lower rated securities are
valued using guidelines  established by the Fund's Board of Trustees.  Perceived
credit quality in this market can change suddenly and unexpectedly,  and may not
fully  reflect  the actual  risk posed by a  particular  lower  rated or unrated
security.

Foreign Securities

Each of the Funds in the AARP Growth Trust,  and the AARP High Quality Bond Fund
and the  AARP  Bond  Fund  for  Income  may  invest  without  limit  in  foreign
securities.

Investments  in foreign  securities  may benefit a Fund by  providing  access to
different  markets  and  opportunities.  It may  also  help  to  reduce  risk by

                                   PROSPECTUS
                                       49
<PAGE>

increasing   diversification.   However,   foreign  securities  involve  special
considerations. Brokerage costs are higher. Information about foreign securities
is more limited.  Foreign  companies or securities often have different and less
stringent  government  regulations,   different  accounting  standards,   slower
settlement of transactions, and more limited and volatile trading markets.

Investments in foreign  securities  may also involve other risks.  These include
possible  imposition  of  withholding,  confiscatory  and other taxes;  possible
currency blockages or transfer restrictions;  expropriation,  nationalization or
other  adverse  political  or  economic  developments;  and  the  difficulty  of
enforcing  obligations in other countries.  A Fund may incur currency conversion
costs of purchases  made in foreign  currencies.  There may also be favorable or
unfavorable  consequences  from the  changes in the value of foreign  currencies
against the U.S. dollar.

Derivatives

   
The following  descriptions  of Forward  Foreign  Currency  Exchange  Contracts,
Options Transactions, Futures Contracts and Related Options discuss the types of
derivatives in which certain of the AARP Mutual Funds may invest.
    

Forward Foreign Currency Exchange Contracts

   
Each of the Funds in the AARP Growth Trust,  and the AARP High Quality Bond Fund
and the AARP Bond  Fund for  Income  may enter  into  forward  foreign  currency
exchange  contracts.  These contracts,  which involve costs, permit the funds to
purchase or sell a specific amount of a particular currency at a specified price
on a specified  future  date.  They may be used by a Fund only to hedge  against
possible variations in exchange rates of currencies in countries in which it may
invest.
    

A Fund will realize a benefit  only to the extent that the  relevant  currencies
move as anticipated.  If the currencies do not move as  anticipated,  the use of
these contracts may result in losses greater than if they had not been used.

Options Transactions

In an attempt to enhance investment returns,  Funds in the AARP Growth Trust and
the AARP Income Trust may each write covered call options.  These are agreements
to sell a particular security in the Fund's portfolio at a specified price on or
before the expiration date of the option. Covered call options may be written on
portfolio securities worth up to 25% of the Fund's net assets.

There are risks  associated  with writing  covered  options.  These  include the
possible  inability to make closing  transactions at favorable prices or because
an exercise notice has been received. The Funds also risk giving up appreciation
on the underlying security in excess of the exercise price.

Each of the Funds in the AARP Growth Trust may purchase and sell exchange-traded
options   on  stock   indices.   In   addition,   these   Funds  may  engage  in
over-the-counter  options  transactions with  broker-dealers who make markets in
these options.  Over-the-counter options may be more difficult to terminate than
exchange-traded  options. They are frequently illiquid, and involve counterparty
credit risk. The Fund Manager will engage in such  transactions to hedge against
unfavorable  price movements which can adversely  affect the value of the Fund's
securities or securities  the Fund intends to buy.  These  transactions  involve

                                   PROSPECTUS
                                       50
<PAGE>

risk, including the risk that market prices may move in unanticipated directions
or will not correlate well with a Fund's  portfolio,  causing a Fund to lose the
value  of the  option  premium  and to fail to  realize  any  benefit  from  the
transaction.  Further,  a closing  transaction  may not be available when a Fund
wishes to close out a transaction.

Futures Contracts and Related Options

   
To a limited  extent,  the Funds in the AARP Income  Trusts and the AARP Insured
Tax Free  General Bond Fund,  the AARP  Balanced  Stock and Bond Fund,  the AARP
Global  Growth Fund,  the AARP  International  Stock Fund,  AARP Blue Chip Index
Fund,  and the AARP Small  Company Stock Fund may enter into  financial  futures
contracts  including futures contracts on securities  indices,  may purchase and
write  related  put  and  call  options,  and  may  engage  in  related  closing
transactions.  These  techniques are used to attempt to protect  against adverse
effects of interest  rates  changes or currency  changes in the case of the AARP
High Quality Bond Fund,  the AARP Bond Fund for Income,  the AARP Global  Growth
Fund,  and  the  AARP  International  Stock  Fund.  For  example,  a  particular
index-based  futures  contract may be used when the Fund Manager  believes  that
correlation  exists between price movements in an index-based  futures  contract
and  securities  in a Fund's  portfolio.  Such  correlation  is not likely to be
perfect.  That is because a Fund's  portfolio  is not likely to contain the same
securities used in the index.
    

The margin deposits for futures  contracts and premiums paid for related options
may not be more than 5% of a Fund's total assets.  These transactions  require a
Fund to segregate assets (such as liquid securities and cash) to cover contracts
that would require it to purchase securities.  These transactions also result in
brokerage costs.

These  techniques  involve some risk. A Fund may be precluded  from  realizing a
benefit from favorable price movements in the related portfolio  position of the
Fund and could lose the expected  benefit of the  transactions if interest rates
or currency  changes in the case of AARP High Quality Bond Fund,  AARP Bond Fund
for Income,  AARP Global Growth Fund, or AARP International  Stock Fund, move in
an  unanticipated  manner.  To the extent that the Fund Manager's view of market
movements is incorrect, the use of such instruments may result in losses greater
than if they had not been  used.  In  addition,  if the  AARP  Insured  Tax Free
General Bond Fund purchases futures  contracts on taxable  securities or indices
of such securities,  their value may not fluctuate in proportion to the value of
the Fund's securities. This would limit that Fund's ability to hedge effectively
against interest rate risk.  Further,  while a Fund buys a futures contract only
if there appears to be a liquid secondary  market for such contracts,  there can
be no  assurance  that a Fund will be able to close out any  particular  futures
contract.

Segregated Accounts

Each Fund may be required to  segregate  assets (such as cash,  U.S.  Government
securities and other high grade debt  obligations) or otherwise provide coverage
consistent with applicable regulatory policies.  This would be in respect to the
Fund's  permissible  obligations  under the call and put options it writes,  the
forward  foreign  currency  exchange  contracts  it enters  into and the futures
contracts it enters into.

                                   PROSPECTUS
                                       51
<PAGE>

Convertible Securities

Convertible   securities  include   convertible  bonds,  notes  and  debentures,
convertible  preferred  stocks,  and other  securities  that give the holder the
right to exchange the security for a specific  number of shares of common stock.
Convertible  securities  entail less credit risk than the issuer's  common stock
because  they  are  considered  to be  "senior"  to  common  stock.  Convertible
securities   generally   offer   lower   interest   or   dividend   yields  than
non-convertible  debt  securities  of  similar  quality.  They may also  reflect
changes in value of the underlying common stock.

Demand Obligations

   
Each  of  the  AARP  Mutual  Funds  may  purchase  demand  obligations.   Demand
obligations  permit the holder to demand payment of a specified  amount prior to
maturity. The holder's right to payment depends upon the issuer's ability to pay
principal  and  interest on demand.  A Fund will  purchase  demand notes only to
enhance   liquidity.   The  Fund   Manager   will   continuously   monitor   the
creditworthiness of issuers of such obligations.
    

Stand-by Commitments

The AARP Tax Free Funds may enter into stand-by commitments (also known as puts)
to facilitate liquidity.  Stand-by commitments permit a Fund to resell municipal
securities to the original seller at a specified price and generally  involve no
cost.  Costs,  in any event,  are limited to .5% of a Fund's  total  assets.  To
minimize the risk that the seller may not be able to  repurchase  the  security,
the Fund Manager will monitor the creditworthiness of the seller.

"Put" Bonds

The AARP Tax Free Funds may also purchase  long-term  fixed rate bonds that have
been coupled with an option granted by a third party financial institution. This
allows the Funds to tender  (or "put")  bonds to the  institution  at  specified
intervals and receive the face value of them. For the AARP High Quality Tax Free
Money Fund, an interval can not exceed 397 calendar days. These third party puts
are  available in several  different  forms.  They may be custodial  receipts or
trust  certificates,  and may be combined  with other  features such as interest
rate swaps.

Tax-exempt Participation Interests

The AARP Tax Free Funds may purchase tax-exempt  participation  interests from a
bank  representing a  fully-insured  portion of the bank's holdings of municipal
securities.  The Fund will obtain an  irrevocable  letter of credit or guarantee
from the bank and will have,  under certain  circumstances,  the right to resell
the participation to the bank on 7 days' notice. To the extent any participation
interest is illiquid,  it is subject to the Fund's limit on  restricted  and not
readily marketable securities.

Municipal Lease Obligations

The AARP Tax Free Funds may also invest in municipal lease obligations generally
as a  participation  interest  in a  municipal  obligation  from a bank or other
financial  intermediary.  Municipal  lease  obligations  are issued by state and
local  governments  to acquire land,  equipment or  facilities.  Unlike  general
obligation  or revenue  bonds,  these  contracts are not secured by the issuer's
credit,  and if the  issuing  state or  local  government  does not  appropriate
payments,  the lease may  terminate,  leaving the funds with  property  that may

                                   PROSPECTUS
                                       52
<PAGE>

prove costly to dispose of. In deciding  which  contracts to invest in, the Fund
Manager  evaluates  the  likelihood  of the  governmental  issuer  discontinuing
appropriation for the leased property.

Portfolio Turnover

Each of the  AARP  Funds  may buy  and  sell  securities  to take  advantage  of
investment  opportunities.  The  Fund  Manager  will  do so to  improve  overall
investment return  consistent with that Fund's  objectives.  These  transactions
involve  transaction  costs in the form of  spreads  or  brokerage  commissions.
Recent  economic and market  conditions have  necessitated  more active trading,
resulting  in a higher  portfolio  turnover  rate for the AARP High Quality Bond
Fund.  A higher  rate  involves  greater  transaction  costs to the Fund and may
result in the  realization  of net  capital  gains,  which  would be  taxable to
shareholders when distributed.

   
In the case of AARP  Bond Fund for  Income,  AARP Blue  Chip  Index  Fund,  AARP
International  Stock Fund and AARP Small Company Stock Fund, it is  anticipated,
under normal investment conditions, that the Fund's portfolio turnover rate will
not exceed 75% for the  initial  fiscal  year.  In the case of AARP  Diversified
Income Portfolio and AARP Diversified Growth Portfolio, it is anticipated, under
normal investment  conditions,  that the Fund's portfolio turnover rate will not
exceed 50% for the initial fiscal year. However,  economic and market conditions
may necessitate more active trading,  resulting in a higher  portfolio  turnover
rate.
    

INVESTMENT RESTRICTIONS

   
To help  reduce  investment  risk,  each of the AARP  Mutual  Funds has  adopted
certain  investment  policies.  Only the shareholders can approve changes to the
following policies:
    

       o A Fund may not make loans. (A purchase of a debt security is not a loan
         for this purpose.) However,  the Fund may lend its portfolio securities
         and enter into repurchase agreements.

       o A Fund may borrow money only for temporary or emergency purposes.
       

A complete description of these and other policies and restrictions is contained
in the Statement of Additional Information.

ADDITIONAL INFORMATION ABOUT DISTRIBUTIONS AND TAXES

Are taxes withheld?

   
Generally, taxes are not withheld on purchases,  redemptions,  or distributions.
However,  federal  tax law  requires  the AARP Mutual  Funds to withhold  31% of
taxable  dividends,  capital  gain  distributions  and  redemption  or  exchange
proceeds for accounts without a certified social security or tax  identification
number, or other certified information. To avoid this withholding, make sure you
complete  and  sign the  Signature  and  Investor  Information  Section  of your
Enrollment  Form. AARP IRA, AARP SEP-IRA and AARP Keogh Plan accounts are exempt
from withholding regulations.

The AARP  Mutual  Funds  reserve the right to reject  Enrollment  Forms or close
    

                                   PROSPECTUS
                                       53
<PAGE>

accounts without a certified Social Security or tax  identification  number.  In
such cases,  Enrollment Forms received without this information will be returned
to the investor with a check for the amount invested.

What else should I know about distributions and taxes?

       o You can receive your dividend and capital gain  distributions in one of
         three ways:

               1. You can have a check sent to your address or to your bank;

   
               2. You can reinvest them in additional shares of an AARP Mutual
                    Fund; or

               3. You can invest them in shares of another AARP Mutual Fund.
    
 
       o If your  investment is in the form of an AARP IRA, AARP SEP-IRA or AARP
         Keogh Plan account, all distributions are automatically reinvested.

       o If  you  reinvest  your  dividends  and  capital  gains,  you  will  be
         purchasing shares at the current share price.

       o All taxable  dividends from net investment income are taxable to you as
         ordinary  income.  This is so whether you receive  dividends as cash or
         additional shares.

       o Capital  gains  distributions  are  also  currently  taxable,   whether
         received in cash or reinvested.

   
       o Distributions of short-term  capital gains by all the AARP Mutual Funds
         are taxable as ordinary income.
    

       o Distributions of long-term capital gains are taxable for federal income
         tax purposes as long-term  capital  gains  regardless  of the length of
         time you have owned shares.  Any capital gain  distributed  by the AARP
         Tax  Free  Funds  are   generally   taxable  in  the  same   manner  as
         distributions by other Funds.

       o The AARP Tax Free  Funds are  managed  to pay you  dividends  free from
         federal  income  taxes,  including the  Alternative  Minimum Tax (AMT).
         However,  these  dividends  may be  subject  to state and local  income
         taxes.  Also,  these  dividends  are taken into account in  determining
         whether your income is large enough to subject a portion of your Social
         Security benefits and certain Railroad Retirement benefits,  if any, to
         federal income taxes.

   
       o If you are a  shareholder  in the AARP  Global  Growth Fund or the AARP
         International  Stock  Fund,  you  may be  able to  claim  a  credit  or
         deduction  on your  income  tax  return  for your pro rata  portion  of
         qualified taxes paid by the Fund to foreign countries.

       o Each AARP Mutual Fund annually sends you detailed tax information about
         the amount and type of its distributions.

       o A redemption involves a sale of shares and may result in a capital gain
         or loss for  federal  income tax  purposes.  Exchanges  are  treated as
         redemptions  for federal income tax purposes.  Exchanges occur when you
         sell shares in one AARP Mutual Fund and purchase shares in another AARP
         Mutual Fund.

       o The AARP Mutual Funds reserve the right to make extra distributions for
         tax purposes.
    

                                   PROSPECTUS
                                       54
<PAGE>

FUND ORGANIZATION

The AARP Investment Program Trusts

   
The 15 mutual fund portfolios described in this prospectus are organized as five
Massachusetts  business  trusts--AARP  Cash Investment Funds, AARP Income Trust,
AARP Tax Free  Income  Trust,  AARP  Growth  Trust and AARP  Managed  Investment
Portfolios Trust. Each trust is a diversified,  open-end  management  investment
company  registered  under the  Investment  Company  Act of 1940.  The AARP Cash
Investment  Fund was organized in January 1983, the AARP Income Trust,  the AARP
Tax Free Income Trust and the AARP Growth Trust were organized in June 1984. The
AARP Tax Free Income Trust (formerly the AARP Insured Tax Free Income Trust) was
renamed effective August 1, 1991. The AARP Managed  Investment  Portfolios Trust
was organized in __________________.
    

General Management

   
The Trustees have overall  responsibility for the management of their respective
Trusts   under   Massachusetts   law.   Under   their   direction,    the   Fund
Manager--Scudder,  Stevens & Clark, Inc.--provides general investment management
of the AARP Mutual Funds. The Trustees  supervise each Trust's  activities.  The
shareholders elect the Trustees and may remove them.  Shareholders have one vote
per share held on matters on which they are entitled to vote.
    

The Trusts are not  required to hold  annual  shareholder  meetings  and have no
current  intention to do so. There may be special  meetings for purposes such as
electing or removing  Trustees,  changing  fundamental  policies or approving an
investment  advisory  contract.  The Fund  Manager  will  help  shareholders  to
communicate with other  shareholders in connection with removing a Trustee as if
Section 16(c) of the Investment Company Act of 1940 applied.

   
Since the Trusts use a combined  prospectus,  it is  possible  that one Trust or
AARP Mutual  Fund might  become  liable for a  misstatement  in this  prospectus
regarding  another  Trust  or AARP  Mutual  Fund.  The  Trustees  of each  Trust
considered this risk when approving the use of a combined prospectus.

The right of the Trusts and AARP Mutual Funds to use the AARP name will end upon
termination of the member  services  agreement with the Fund Manager unless AARP
otherwise agrees to let the AARP Mutual Funds continue to use the AARP name.
    

Management Fees

   
Each AARP Mutual Fund, except for the AARP Managed Investment  Portfolios,  pays
the  Fund  Manager  a  fee  for  management  and  administrative  services.  The
management fee consists of two elements:  a Base Fee and an Individual Fund Fee.
The Base Fee is  calculated as a percentage of the combined net assets of all of
the AARP  Mutual  Funds.  Each AARP  Mutual  Fund,  except for the AARP  Managed
Investment Portfolios,  pays, as its portion of the Base Fee, an amount equal to
the  ratio of its daily  net  assets to the daily net  assets of all of the AARP
Mutual Funds. The table below shows the annual Base Fee Rate at specified levels
of Program assets:
    

                                   PROSPECTUS
                                       55
<PAGE>

               Annual Base Fee Rate               Program Assets
               ------------------------------------------------------------- 
                         .350%                    First $2 billion
                         .330%                    Next $2 billion
                         .300%                    Next $2 billion
                         .280%                    Next $2 billion
                         .260%                    Next $3 billion
                         .250%                    Next $3 billion
                         .240%                    Thereafter

   
In addition to the Base Fee Rate,  each AARP  Mutual  Fund,  except for the AARP
Managed Investment Portfolios,  pays a flat Individual Fund Fee based on the net
assets of that  Fund.  This fee rate is not  linked  to the total  assets of the
Program.  The Individual Fee Rate  recognizes the different  characteristics  of
each AARP Mutual Fund, the varying  levels of complexity of investment  research
and  securities  trading  required to manage each Fund,  as well as the relative
value  that can be, and has been,  added by the Fund  Manager.  The table  below
shows the Individual Fund Fee Rate for each of the AARP Mutual Funds:
    

 Fund                                               Individual Fee Rate
 -----------------------------------------------------------------------------

   
 AARP High Quality Money Fund                                .10%
 AARP High Quality Tax Free Money Fund                       .10%
 AARP GNMA and U.S. Treasury Fund                            .12%
 AARP High Quality Bond Fund                                 .19%
 AARP Bond Fund for Income
 AARP Insured Tax Free General Bond Fund                     .19%
 AARP Balanced Stock and Bond Fund                           .19%
 AARP Growth and Income Fund                                 .19%
 AARP Blue Chip Index Fund
 AARP Global Growth Fund                                     .55%
 AARP Capital Growth Fund                                    .32%
 AARP International Stock Fund
 AARP Small Company Stock Fund


Under this fee  structure,  the combined Base Fee and the  Individual  Fund Fee,
called the  "Effective  Management  Fee Rate," would be reduced if total Program
assets  increase to certain  levels,  regardless of whether an  individual  AARP
Mutual Fund's assets increase or decrease.  The converse is also true--if assets
decrease  to  certain  levels,  the  Effective  Management  Fee Rate  increases,
regardless of any increase or decrease in assets of an individual AARP Fund. For
the fiscal year ended  September 30, 1996, fees paid to the Fund Manager totaled
___ of 1% of the average  daily net assets of the AARP High Quality  Money Fund,
___ of 1% of the AARP High  Quality Tax Free Money  Fund,  ___ of 1% of the AARP
GNMA and U.S.  Treasury  Fund, ___ of 1% of the AARP Capital Growth Fund, ___ of
1% for each of the AARP High  Quality  Bond Fund,  AARP Insured Tax Free General
Bond Fund,  AARP Growth and Income Fund,  and AARP Balanced  Stock and Bond Fund
and ________ for the AARP Global Growth Fund.
    

                                   PROSPECTUS
                                       56
<PAGE>

The Fund Manager pays a portion of the management fee to AARP Financial Services
Corporation  (AFSC).  AFSC  provides  the Fund  Manager  with  advice  and other
services relating to AARP Fund investment by AARP members.

The fee paid to AFSC is  calculated on a daily basis and depends on the level of
total assets of the AARP Investment Program. The fee rate decreases as the level
of total  assets  increases.  The fee rate for each level of assets is .07 of 1%
for the  first $6  billion,  .06 of 1% for the next  $10  billion  and .05 of 1%
thereafter.

Under the Investment  Management Agreements with the Fund Manager, the Funds are
responsible for all of their expenses,  including fees and expenses  incurred in
connection  with  membership  in  investment  company  organizations;   brokers'
commissions;  legal,  auditing and accounting  expenses;  taxes and governmental
fees; the fees and expenses of the transfer agent;  the expenses of and the fees
for  registering  or qualifying  securities  for sale;  the fees and expenses of
Trustees,  officers and executive employees of the Trusts who are not affiliated
with the Fund Manager; the cost of printing and distributing reports and notices
to shareholders; and the fees and disbursements of custodians.

   
Special Servicing Agreement for the AARP Managed Investment Portfolios

All the expenses of the AARP Managed  Investment  Portfolios will be paid for in
accordance with a Special Servicing Agreement (the "Agreement")  entered into by
the Fund Manager, the underlying AARP mutual funds, Scudder Service Corporation,
Scudder Fund Accounting  Corporation,  Scudder Investor Services,  Inc. and each
Portfolio.  Under each Agreement, the Fund Manager will arrange for all services
pertaining to each operation of each Portfolio including the services of Scudder
Service  Corporation and Scudder Fund Accounting  Corporation as the Shareholder
Servicing Agent and the Accounting Agent,  respectively,  for the Portfolio.  If
the Trustees of an  underlying  AARP mutual fund  determine  that the  aggregate
expenses of a Portfolio  are less than the estimated  savings to the  underlying
AARP mutual fund from the operation of the Portfolio, the underlying AARP mutual
fund will bear those  expenses in  proportion  to the average daily value of its
shares owned by the  Portfolio.  Consequently,  no underlying  AARP fund will be
expected to carry  expenses that are in excess of the estimate of savings to it.
The estimated  savings are expected to result from the reduction of  shareholder
servicing  costs due to the elimination of separate  shareholder  accounts which
either  currently are or have  potential to be invested in the  underlying  AARP
mutual  funds.  The estimated  savings  produced by the operation of a Portfolio
will most likely  suffice to offset most,  if not all, the expenses  incurred by
the Portfolio.

In the event that the aggregate financial benefits to the underlying AARP mutual
funds do not exceed the costs of a  Portfolio,  the Fund  Manager  will pay,  on
behalf of the Portfolio, that portion of costs determined to be greater than the
benefits.

All  expenses  of  each   Portfolio,   excluding   certain   non-recurring   and
extraordinary  expenses,  will be paid for in  accordance  with  the  Agreement,
including fees and expenses incurred in connection with membership in investment
company  organizations;  fees and expenses of the Portfolio's  accounting agent;
brokers'  commissions;  legal,  auditing  and  accounting  expenses;  taxes  and
governmental  fees; the fees and expenses of the transfer agent; the expenses of
and the fees for  registering  or qualifying  securities  for sale; the fees and
expenses of  Trustees,  officers  and  employees  of the  Portfolio  who are not
affiliated with the Fund Manager;  the cost of printing and distributing reports
and notices to shareholders; and the fees and disbursements of custodians.
    

                                   PROSPECTUS
                                       57
<PAGE>

UNDERSTANDING FUND PERFORMANCE

   
Performance  of an AARP Mutual Fund may be  included  in  advertisements,  sales
literature or  shareholder  reports.  Important  components of  performance  are
yield, total return and cumulative total return.  These components vary based on
changes in market  conditions,  the level of interest rates and the level of the
Fund's expenses.  Yield,  total return, and cumulative total return are based on
historical earnings and are not intended to indicate future performance.
    

What is Yield?

For the AARP High  Quality  Money Fund,  the AARP Income  Funds and the AARP Tax
Free Funds,  yield is a measure of income.  Yield  refers to the net  investment
income generated over a specific period of time. It is always calculated using a
standard  industry  formula so it is a useful way to compare the income produced
by different  mutual funds.  For non-money  market funds,  the "SEC yield" is an
annualized  expression of net investment  income generated by the investments in
the fund over a specified 30-day period. This income is then annualized and then
expressed  as a  percentage.  This  yield is  calculated  according  to  methods
required  by the  SEC,  and  may not  equate  to the  level  of  income  paid to
shareholders.  For money market funds, yield refers to the net investment income
generated  by the fund  over a  specified  7-day  period.  This  income  is then
annualized and expressed as a percentage.  For the money market funds, effective
yield is expressed  similarly  but,  when  annualized,  the income  earned by an
investment in the fund is assumed to be reinvested.  The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

For GNMA  securities,  net investment  income includes  realized gains or losses
based on historic cost for principal repayments received.  For other securities,
net  investment  income  includes the  amortization  of market premium or market
discount.

What is Total Return?

The total return of a mutual fund refers to the average annual percentage change
in value of an investment in the fund assuming that the investment has been held
for the stated period. Total return quotations are expressed in terms of average
annual  compound  rates of return for all  periods  quoted  and assume  that all
dividends and capital gain  distributions  during the period were  reinvested in
shares of the fund.

What is Cumulative Total Return?

Cumulative  total return of a mutual fund  represents the  cumulative  change in
value of an  investment  in a fund for  various  periods.  It  assumes  that all
dividends and capital gain  distributions  during the period were  reinvested in
shares of the fund.

What is meant by Tax-Equivalent Yield and how is it calculated?

To determine if tax-free  investing is right for you, it is helpful to convert a
yield  from  a  tax-free  mutual  fund  to its  equivalent  taxable  yield.  The
tax-equivalent  yields of the AARP Tax Free Funds, which may be quoted from time
to time,  let you  determine  the yield you would have to  receive  from a fully

                                   PROSPECTUS
                                       58
<PAGE>

taxable  investment to produce an after-tax yield equivalent to a tax-free fund.
The calculation is as follows:


                             Tax-Free Yield      = Tax-Equivalent Yield
                          ---------------------      
                          100% -- your tax rate



Example:  If a tax-free  mutual fund has a 30-day  average  annualized  yield of
5.30% and you are in the 31% tax bracket, the calculation would be:


                                    5.30%    = 7.68%
                                -----------    
                                100% -- 31%


You would need to earn 7.68% with a taxable  investment to equal the 5.30% yield
of a tax-free  fund.  The  tax-equivalent  yield will vary  depending  upon your
income tax bracket.


UNDERSTANDING SHARE PRICE

How is a Fund's share price determined?

Share price is based on a Fund's net assets.  It is  calculated  by dividing the
current  market value  (amortized  cost in the case of the AARP High Quality Tax
Free Money Fund) of total fund assets, less all liabilities, by the total number
of shares outstanding.  Scudder Fund Accounting Corporation, a subsidiary of the
Fund Manager,  determines net asset value per share of each Fund as of the close
of regular  trading on the New York Stock Exchange,  normally 4:00 p.m.  Eastern
time on each day the Exchange is open for trading.  The Trusts reserve the right
to suspend the sale of Fund shares after  appropriate  notice to shareholders if
the Trustees determine that it is in the best interest of shareholders.


OPENING AN ACCOUNT

How do I get started?

   
Decide on the AARP Mutual  Fund or Funds which meets your needs.  Then fill out,
sign and  return  your  Enrollment  Form with  your  check in the  postage  paid
envelope provided. Once your Enrollment Form is received, an account number will
be  assigned  to you.  Your  check  should  only be drawn on a U.S.  bank and be
payable to the AARP Investment Program.
    

If you don't want to send your check through the mail, you can send a bank wire.
Simply fill out and return your  Enrollment Form in the mail.  Then,  before you
send the wire, call an AARP Mutual Fund Representative.  The Representative will
set up the account and contact you to provide you with your  account  number and
further wiring instructions.  To complete the wire transfer,  follow the special
wire transfer  instructions  below. Please note you cannot open AARP IRA or AARP
Keogh Plan accounts by wire.

What is the minimum investment?

The  minimum is $500 for each AARP Fund,  except for the AARP High  Quality  Tax
Free Money Fund, which has a minimum  investment of $2,500. You can open an AARP
IRA with as little as $250 for each applicable AARP Fund.

What happens if my investment falls below its minimum balance?

The Funds  reserve the right to redeem  accounts  below the minimum  balance and
return the proceeds to you if you do not  increase an account  above the minimum

                                   PROSPECTUS
                                       59
<PAGE>

within 60 days after  notice.  However,  if your account falls below the minimum
solely as a result of market activity, your account will not be closed.

What is the normal processing time of checks when purchasing shares?

If checks are drawn on a Federal  Reserve  System member bank,  the Program will
normally execute checks (and wire transfers)  received in good order on the same
business day that they are received.

When do I start earning income on this purchase?

For AARP Funds paying daily dividends  (AARP Money Funds,  AARP Income Funds and
the AARP  Insured Tax Free General  Bond Fund),  income  begins to accrue on the
business day following actual execution of the order.

Third party transactions

If purchases and  redemptions of Fund shares are arranged and settlement is made
at an  investor's  election  through a member  of the  National  Association  of
Securities  Dealers,  Inc.,  other than Scudder  Investor  Services,  Inc., that
member may, at its discretion, charge a fee for that service.

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

 WIRE TRANSFER INSTRUCTIONS

    o  To open an account  (mail  Enrollment  Form first and make sure to call a
       Representative to obtain an account  number--AARP IRA and AARP Keogh Plan
       accounts cannot be opened by wire)

    o  To add to your account

 Contact your bank with the following information:

    1) the names(s) on your account;

    2) your AARP Fund account number;

    3) the name of the Fund(s) you want to invest in;

    4) the following name and address: State Street Bank and Trust Company, 
       Boston MA 02101;

    5) the routing numbers ABA Number 011000028 and AC-99035420.
 -------------------------------------------------------------------------------


Can I add another AARP Mutual Fund to my account?

   
You can open another AARP Mutual Fund at any time. The new investment  must meet
the minimum initial  investment  described above. Your new AARP Mutual Fund will
have the same account number and registration as your existing  one(s).  You can
open a new AARP Mutual Fund in a number of ways:
    

                                   PROSPECTUS
                                       60
<PAGE>

 -------------------------------------------------------------------------------
 Mail your request   Send a letter stating your request and naming the new AARP
                     Fund. Include a check made payable to the AARP Investment
                     Program.
 -------------------------------------------------------------------------------
 Wire the money      Have your account  number ready and follow
                     the wire instructions above.
 -------------------------------------------------------------------------------
 Exchange from       See instructions on how to exchange--page 62.
 an AARP Fund
 -------------------------------------------------------------------------------


Telephone Transactions

   
When you open an account you automatically become eligible to exchange shares by
telephone and to redeem by telephone up to $100,000 to your registered  address.
You may also request by telephone  that  redemption  proceeds be wired to a bank
account  you select.  When  exchange or  redemption  requests  are made over the
telephone,  procedures are in place to give reasonable  assurance that telephone
instructions  are  genuine,  including  recording  telephone  calls,  testing  a
caller's identity and sending written  confirmation of such transactions.  If an
AARP Mutual Fund does not follow  such  procedures,  it may be liable for losses
due to unauthorized or fraudulent telephone  instructions.  The Trusts and their
agents each reserve the right to modify, interrupt, suspend, or terminate any of
the telephone services at any time, without notice.
    

ADDING TO YOUR INVESTMENT

How do I add to my investment?

After your account is opened,  you can add to your AARP Fund  investment  in any
amount in the following ways:

   
 -------------------------------------------------------------------------------
 Mail your request   Send  your  check  with   a   personalized investment  slip
                     or with a  letter   naming  your  account number and AARP 
                     Mutual Fund.
 -------------------------------------------------------------------------------
 Call Toll-Free     If you selected the  Transact By Phone service, you'lL  be 
                    able to call and have money transferred from your checking 
                    account to cover the purchase. See page 65.
 -------------------------------------------------------------------------------
 Wire the purchase  Have your  account  number  ready and follow the wire 
                    instructions on page 60.
 -------------------------------------------------------------------------------
 Exchange from an   See Exchanging below.
 AARP Fund
 -------------------------------------------------------------------------------
 Invest             See page 66 for information on the Automatic Investment 
 Automatically      Plan.
 -------------------------------------------------------------------------------
    



                                   PROSPECTUS
                                       61
<PAGE>




EXCHANGING

What is an exchange?

   
You make an  exchange  when you sell  shares in one AARP Mutual Fund to purchase
shares in another.  This is technically two transactions,  a sale and a purchase
of shares.  If the value of the shares sold in the  exchange was higher or lower
than your original  purchase price, you may have a capital gain or loss. This is
important  to note for tax  planning  purposes.  You may exchange all or part of
your  shares in one AARP Mutual  Fund for shares in another  AARP  Mutual  Fund.
Exchanges  between  existing AARP Mutual Funds can be for any amount.  Exchanges
that open a new AARP Mutual Fund must meet the minimum balance.
    

How can I exchange shares?

There are several ways to exchange, including:

   
 ------------------------------------------------------------------------------
 Mail or fax your  Tell us the AARP  Mutual Fund from which to  take the  money 
 request           and  the AAR   Mutual  Fund  to exchange to.  Include   your
                   account  number, registered name(s) and address, and  either 
                   the dollar amount or number of shares you  want to exchange. 
                   Be sure to sign your name(s)  exactly as it appears  on  the 
                   account statement.
 -------------------------------------------------------------------------------
 Call  Toll-Free   Call us before  4:00 p.m.  Eastern time to exchange by close 
                   of business the same day.
 -------------------------------------------------------------------------------
 Call the          You can  exchange  shares  through this  automated toll-free 
 Easy-Access       line. It isavailable 24 hours a day, 7 days  a week.  Simply
 Line              call toll-free and follow the recorded voice instructions.
 -------------------------------------------------------------------------------
    


ACCESS TO YOUR INVESTMENT

How do I redeem?

You can sell  (redeem)  fund shares in a number of ways.  The share price may be
more or less than your original purchase price. Therefore, you may have either a
taxable  capital gain or loss.  Keep in mind that you can redeem  shares of your
AARP IRA or AARP Keogh Plan account only by sending your request in writing.

                                   PROSPECTUS
                                       62
<PAGE>

   
 -------------------------------------------------------------------------------
 Mail or Fax your    Tell us the name of the AARP  Mutual  Fund and the  number
 request             of shares or  dollar amount  you wish to sell. Make sure to
                     give us your account number, registered name(s) and where
                     you want the proceeds sent. If you want the proceeds to go 
                     to an address other than your registered  address, to your 
                     bank, or to someone else, please provide complete details. 
                     Under certain circumstances, this may require a special
                     type of authorization called a Signature Guarantee 
                     (see page 64). Sign the letter exactly as it appears on 
                     your account statement. If your request requires a 
                     Signature Guarantee,  you must mail the request instead 
                     of faxing it.
 -------------------------------------------------------------------------------
 Call Toll-Free      Call before 4:00 p.m. Eastern time business days and redeem
                     up to $100,000 per AARP Fund. The proceeds will be mailed 
                     to your registered address or to your bank (unless you 
                     declined the Telephone   Redemption   to  your  Bank   
                     feature  on  your Enrollment Form). The proceeds can also 
                     be wired to your bank if it is a member of the Federal 
                     Reserve System. A $5.00 fee will be charged for each wire 
                     to your bank. Your bank may also charge you for receiving 
                     a wire. In the event that you are unable to reach us by 
                     telephone, you should write to the AARP Investment Program;
                     see "Service Information" for the address. If you elected 
                     the Transact by Phone option on your Enrollment Form, you 
                     can have the proceeds sent electronically to your checking 
                     account. See page 65 for more information on Transact
                     By Phone.
 -------------------------------------------------------------------------------
 Call the            You can redeem shares through this automated toll-free 
 Easy-Access Line    line. Initiate redemptions any time--24 hours a day. 
                     Simply call toll-free and follow the recorded voice 
                     instructions.
 -------------------------------------------------------------------------------
 Sell                See page 66 for information on the Automatic Withdrawal 
 Automatically       Plan  or Systematic  Withdrawal  Plan  for AARP  IRA or
                     AARP  Keogh  Plan accounts.
 -------------------------------------------------------------------------------
    

When are redemptions processed?

Any redemption  request  received in good order prior to 4:00 p.m.  Eastern time
during  normal  business  operations  will be processed on that day. The request
will be processed  at that  night's  closing  share  price.  Normally,  requests
received in good order after 4:00 p.m.  Eastern  time will be  processed  on the
next business day.

   
Shares redeemed from Funds in the AARP Income Trust, AARP Tax Free Income Trust,
AARP Diversified  Income Portfolio or the AARP High Quality Money Fund will earn
a dividend on the day of redemption.

Normally, proceeds of your redemption will be sent on the business day following
a redemption request in good order. In any event, the AARP Mutual Funds may take
no more than 7 calendar days to send your redemption proceeds.
    

When can I expect to receive my money?

We will mail your redemption proceeds promptly.  If you purchase shares by check
or by  telephone  and then redeem them by letter  within 7 business  days of the
purchase,  the  redemption  proceeds  may be held until the  purchase  check has
cleared  the  banking  system.  When the  check has  cleared,  we will mail your
redemption proceeds promptly.

                                   PROSPECTUS
                                       63
<PAGE>

We will not accept redemption  requests by telephone or by checkwriting prior to
the  expiration  of the 7  business  day  period.  You may avoid  this  delay by
purchasing shares by wire.

   
 -------------------------------------------------------------------------------
 Purchase  Restrictions
    

 You should make purchases and sales for long-term investment purposes only. The
 AARP Mutual  Funds do not permit a pattern of frequent  purchases  and sales in
 response to short-term changes in share price.

   
 When  such a  pattern  occurs,  the AARP  Mutual  Funds  and  Scudder  Investor
 Services,  Inc.  reserve the right to reject  purchases  or  exchanges  for any
 reason.  This  restriction  does not apply to the AARP money funds.  This right
 extends   to   individual   purchasers   or  groups  of   related   purchasers.
 -------------------------------------------------------------------------------
    


SIGNATURE GUARANTEES

What is a "Signature Guarantee"?

A "Signature  Guarantee" is a certification  of your signature.  We require this
for your  protection  and to prevent  fraudulent  redemptions.  In  effect,  the
appropriate  institution (see below)  guarantees that you are authorized to make
certain requests.

When do I need one?

A "Signature  Guarantee" from each person on the account  registration is needed
for the following redemption requests:

   
      1) Redemptions of more than $100,000;
    

      2) When redemption proceeds are payable to someone other than the 
         registered shareholder(s);

      3) When redemption proceeds are to be sent to an address other than the
         registered address; or

      4) If the account's registered address has changed during  the  last 15
         days.

Transactions requiring signature guarantees cannot be faxed.

Where can I get one?

You can get your  signature  guaranteed  through  most banks,  credit  unions or
savings   associations,   or   from   broker-dealers,    government   securities
broker-dealers,    national   securities   exchanges,    registered   securities
associations,  or  clearing  agencies  deemed  eligible  by the  Securities  and
Exchange Commission. Signature Guarantees by notary publics are not acceptable.

INVESTOR SERVICES

To make  investing  simpler  and more  convenient  there are many free  investor
services available to you.

                                   PROSPECTUS
                                       64
<PAGE>

Easy-Access Line

   
 -------------------------------------------------------------------------------
    o  Exchange between AARP Mutual Funds
                                                           CALL TOLL-FREE
    o  Exchange to open a new AARP Mutual Fund             1-800-631-4636
                                                           24 HOURS A DAY
    o  Redeem money to your registered address              7 DAYS A WEEK
    

    o  Get current performance information

    o  Get current account balance information

    o  Confirm your last transaction
 -------------------------------------------------------------------------------


With the Easy-Access Line you can get performance,  and account information.  If
you have a touch-tone  phone, you can also exchange or redeem shares worth up to
$50,000.  Simply call  toll-free  1-800-631-4636  using a  touch-tone  phone and
follow the easy pre-recorded voice instructions.

Transact By Phone

   
 -------------------------------------------------------------------------------
    o  Add to an AARP Mutual Fund by transfer from
       your bank checking or NOW account                    CALL TOLL-FREE
                                                            1-800-253-2277
    o  Redeem and send the proceeds to your
       checking or NOW account
 -------------------------------------------------------------------------------

Transact By Phone allows you to call  toll-free  to purchase and redeem  shares.
The money  will be  automatically  transferred  to or from  your  bank  checking
account.  Your bank must be a member of the Automated  Clearing House for you to
take advantage of this service.

 -------------------------------------------------------------------------------
 Buying Shares     Call us before 4:00 p.m.  Eastern time,  business days,  when
 through Trans-    you  want to  buy additional  shares,  and money will be 
 act By Phone:     transferred from your bank account to your AARP Mutual Fund 
                   account to cover the purchase. Purchases must be for at least
                   $250 but not more than $250,000. Your purchase will generally
                   be completed in 2 business days at the closing share price 
                   on the day of your call.  Requests received after 4:00
                   p.m. will be purchased at the next business day's closing 
                   price. Shares  purchased in this manner will not be 
                   redeemable for a period of up to 7 business days.
 -------------------------------------------------------------------------------
 Selling Shares    Call us before 4:00 p.m.  Eastern time,  business days, when 
 through Trans-    you want to  sell shares.  We'll sell your shares and 
 act By Phone:     transfer the proceeds to your  bank account--generally  
                   within 2 business days from the day of your request. You can 
                   redeem any amount greater than $250. Shares will be sold at 
                   that night's closing price on the day of your request.
                   Requests received after 4:00 p.m. will be sold at the next 
                   business day's closing price.
 -------------------------------------------------------------------------------
    


Free Checkwriting

   
Shareholders  in the AARP High  Quality  Money Fund or the AARP High Quality Tax
Free  Money  Fund  have  free  checkwriting  privileges.  There is no  charge to
shareholders  for this  service,  but the AARP Mutual Funds reserve the right to
impose a charge in the future. To enroll,  you must fill out a signature card on
the Enrollment  Form. If shares were purchased by your personal  check,  you may
only write checks  against your  purchase 7 business  days from the day that the
    

                                   PROSPECTUS
                                       65
<PAGE>

purchase took place.  Keep in mind that you cannot close your account by writing
a check.  This service may be suspended or terminated at any time upon notice to
shareholders.

Distributions Direct

You may choose to have  dividend  and capital gain  distributions  automatically
deposited  into your bank  checking or NOW account.  To enroll in this  service,
your bank must be a member of the Automated  Clearing House (ACH) network.  Once
you enroll,  your  dividends and capital gains will be  automatically  deposited
into your personal bank account within 3 business days of the distribution date.
You'll receive a statement confirming the amount.
There is no charge to shareholders for the service.

Systematic Plans

Several other investor services are available. These include:

   
       o Automatic  Investment Plan:  Arrange for regular  investments into your
         AARP Mutual Fund through  automatic  deductions from your bank checking
         account.  The Automatic Investment Plan may be discontinued at any time
         without prior notice to a  shareholder  if any debit from their bank is
         not paid, or by written notice to the  shareholder at least thirty days
         prior to the next scheduled payment to the Automatic Investment Plan.

       o Direct  Deposit:  At  your  direction,   your  Social  Security,   U.S.
         Government or any regular income checks (pension, dividend, interest or
         payroll) will be automatically deposited into your AARP Mutual Fund.

       o Automatic  Withdrawal  Plan: At your direction,  we will  automatically
         send a monthly  redemption of $50 or more directly to you when you have
         at least $10,000 or more in an AARP Mutual Fund.

       o Direct  Payment of Fixed Bills:  With $10,000 or more in an AARP Mutual
         Fund,  you can arrange for us to  automatically  pay regular bills of a
         fixed amount. Pay your rent, mortgage or other payments of $50 or more.
    

       o Systematic   Retirement  Withdrawal  Plan:  You  can  receive  periodic
         distributions from an AARP IRA or AARP Keogh Plan account.


STATEMENTS AND REPORTS

What kinds of statements do I receive?

You will receive a prompt confirmation statement for your transactions. You will
also  receive a monthly  Consolidated  Statement.  AARP IRA or AARP  Keogh  Plan
accounts will receive a quarterly Consolidated Statement.

   
The Consolidated Statement details the market value of all the AARP Mutual Funds
in your account. It also includes a listing of recent  transactions.  You should
keep these statements for your records.
    

What other reports do I get?

Each year,  you will  receive a current  prospectus,  mid year report and annual
report. To reduce the volume of mail, we will only send one copy of most reports
to a household  (same surname,  same address).  Please contact us if you wish to
receive additional reports.

                                   PROSPECTUS
                                       66
<PAGE>

SERVICE PROVIDERS OF THE AARP FUNDS

Legal Counsel
Dechert Price & Rhoads,
Washington, DC

Independent Accountants
Price Waterhouse LLP, Boston, MA

   
Underwriter
Scudder  Investor  Services,  Inc.,  Two  International  Place,  Boston,  MA  (a
subsidiary of Scudder) is principal underwriter of the AARP Mutual Funds.

Scudder  Investor  Services,  Inc.  offers  for sale and  confirms  as agent all
purchases of shares of the AARP Mutual Funds.
    

Custodians
Brown Brothers Harriman & Co., Boston, MA
State Street Bank and Trust Company, Boston, MA

   
Fund Accounting Agent
Scudder Fund Accounting  Corporation,  Two  International  Place,  Boston, MA (a
subsidiary of Scudder) is responsible  for determining the daily net asset value
per share and  maintaining  the  general  accounting  records of the AARP Mutual
Funds.
    

Transfer and Dividend-Disbursing Agent
Scudder Service Corporation,  P.O. Box 2540, Boston, MA 02208-2540 (a subsidiary
of Scudder)

Investment Adviser
Scudder,  Stevens  &  Clark,  Inc.,  345  Park  Avenue,  New  York,  New York is
investment adviser for the AARP Funds.

   
Subadviser
- --------------------------------------------------------------------------------
- -----------.
    


TRUSTEES AND OFFICERS

   
CAROLE LEWIS ANDERSON,  Trustee,  President,  MASDUN Capital Advisors;  Formerly
Principal,  Suburban Capital Markets, Inc.; Director, VICORP Restaurants,  Inc.;
Member of the Board,  Association  for  Corporate  Growth of  Washington,  D.C.;
Trustee, Hasbro Children's Foundation and Mary Baldwin College.

ADELAIDE  ATTARD,  Trustee,  Consultant,  Gerontology;  Commissioner,  County of
Nassau, New York, Department of Senior Citizen Affairs (1971-1991); Chairperson,
Federal Council on Aging (1981-1986).

CYRIL F. BRICKFIELD,  Trustee,  Honorary President and Special Counsel, American
Association of Retired Persons.

ROBERT N. BUTLER, M.D., Trustee,  Director,  International  Longevity Center and
Professor of  Geriatrics  and Adult  Development;  Chairman,  Henry L.  Schwartz
Department  of Geriatrics  and Adult  Development,  Mount Sinai Medical  Center;
Formerly Director, National Institute on Aging, National Institute of Health.
    

                                   PROSPECTUS
                                       67
<PAGE>

   
ESTHER CANJA, Trustee, Vice President,  American Association of Retired Persons;
Trustee and Chair,  AARP Group Health  Insurance Plan;  Board Liaison,  National
Volunteer  Leadership  Network  Advisory  Committee;   Chair,  Board  Operations
Committee; AARP State Director of Florida (1990-1992).

LINDA C. COUGHLIN,  President and Trustee, Managing Director, Scudder, Stevens &
Clark,  Inc.,  Director and Senior Vice President,  Scudder  Investor  Services,
Inc.*

HORACE B.  DEETS,  Vice  Chairman  and  Trustee,  Executive  Director,  American
Association of Retired Persons; Member, Board of Councilors,  Andrus Gerontology
Center; Member of the Board, HelpAge International.

EDGAR R. FIEDLER, Trustee, Vice President and Economic Counselor, The Conference
Board, Inc.

CUYLER W. FINDLAY, Chairman and Trustee,  Managing Director,  Scudder, Stevens &
Clark, Inc.*

EUGENE P. FORRESTER,  Trustee,  Lt. General  (Retired) U.S. Army;  International
Trade Counselor; Consultant.

WAYNE F.  HAEFER,  Trustee,  Director,  Membership  Division  of AARP;  Formerly
Secretary,  Employee's  Pension and Welfare  Trusts of AARP and Retired  Persons
Services,  Inc.; Formerly Director,  Administration and Data Management Division
of AARP.

GEORGE L. MADDOX, JR., Trustee,  Professor Emeritus and Director, Long Term Care
Resources  Program,  Duke  University  Medical  Center;  Professor  Emeritus  of
Sociology, Departments of Sociology and Psychiatry, Duke University.

ROBERT J. MYERS,  Trustee,  Actuarial  Consultant;  Formerly Executive Director,
National Commission on Social Security Reform; Formerly Chairman,  Commission on
Railroad Retirement Reform.

JAMES H. SCHULZ, Trustee, Professor of Economics and Kirstein Professor of Aging
Policy, Policy Center on Aging, Florence Heller School, Brandeis University.

GORDON  SHILLINGLAW,   Trustee,  Professor  Emeritus  of  Accounting,   Columbia
University Graduate School of Business.

THOMAS W. JOSEPH*, Vice President

DAVID S. LEE*, Vice President and Assistant Treasurer

THOMAS F. McDONOUGH*, Vice President and Assistant Secretary

PAMELA A. McGRATH*, Vice President and Treasurer

EDWARD J. O'CONNELL*, Vice President and Assistant Treasurer

JAMES W. PASMAN*, Vice President

KATHRYN L. QUIRK*, Vice President and Secretary

HOWARD SCHNEIDER*, Vice President

CORNELIA M. SMALL*, Vice President
    
*Scudder, Stevens & Clark, Inc.




                                   PROSPECTUS
                                       68
<PAGE>

                      AARP INVESTMENT PROGRAM FROM SCUDDER

                           AARP Cash Investment Funds:
                          AARP HIGH QUALITY MONEY FUND

   
                               AARP Income Trust:
                        AARP GNMA and U.S. TREASURY FUND
                           AARP HIGH QUALITY BOND FUND
                            AARP BOND FUND FOR INCOME
    

                           AARP Tax Free Income Trust:
                      AARP HIGH QUALITY TAX FREE MONEY FUND
                     AARP INSURED TAX FREE GENERAL BOND FUND

   
                               AARP Growth Trust:
                        AARP BALANCED STOCK AND BOND FUND
                           AARP GROWTH AND INCOME FUND
                            AARP BLUE CHIP INDEX FUND
                             AARP GLOBAL GROWTH FUND
                            AARP CAPITAL GROWTH FUND
                          AARP INTERNATIONAL STOCK FUND
                          AARP SMALL COMPANY STOCK FUND
    

                    AARP Managed Investment Portfolios Trust:
                        AARP DIVERSIFIED INCOME PORTFOLIO
                        AARP DIVERSIFIED GROWTH PORTFOLIO



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



                       STATEMENT OF ADDITIONAL INFORMATION

   
                                February 1, 1997
    



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


   
         This Statement of Additional Information is not a prospectus and should
be read in conjunction with the combined Prospectus for all fifteen of the above
Funds, dated February 1, 1997, as amended from time to time, copies of which may
be  obtained  without  charge by writing  to the AARP  INVESTMENT  PROGRAM  FROM
SCUDDER,  P.O.  Box  2540,  Boston,   Massachusetts  02208-2540  or  by  calling
1-800-253-2277.
    


<PAGE>


<TABLE>
<CAPTION>

                                                   TABLE OF CONTENTS
                                                                                                                   Page
<S>                                                                                                                <C>    


- -----------------------------------------------------------------------------------------------------------------------
                          TABLE OF CONTENTS (continued)
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                                   Page



AARP INVESTMENT PROGRAM FROM SCUDDER..................................................................................1
         Summary of Advantages and Benefits...........................................................................1

THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES.........................................................................3
         AARP Money Funds.............................................................................................3
         AARP Income Funds............................................................................................6
         AARP Insured Tax Free Income Fund............................................................................9
         AARP Growth Funds...........................................................................................12
         AARP Managed Investment Portfolios..........................................................................16
         Special Investment Policies of the AARP Funds...............................................................16
         General Investment Policies of the AARP Funds...............................................................31
         Investment Restrictions.....................................................................................31

PURCHASES............................................................................................................37
         General Information.........................................................................................37
         Checks......................................................................................................37
         Share Price.................................................................................................37
         Share Certificates..........................................................................................37
         Direct Deposit Program......................................................................................37
         Wire Transfers..............................................................................................38
         Holidays....................................................................................................38
         Other Information...........................................................................................38

REDEMPTIONS..........................................................................................................38
         General Information.........................................................................................38
         Redemption by Telephone.....................................................................................39
         Redemption by Mail or Fax...................................................................................40
         Redemption by Checkwriting..................................................................................40
         Redemption-in-Kind..........................................................................................40
         Other Information...........................................................................................41

EXCHANGES............................................................................................................41

TRANSACT BY PHONE....................................................................................................42
         Purchasing Shares by Transact by Phone......................................................................42
         Redeeming Shares by Transact by Phone.......................................................................42

FEATURES AND SERVICES OFFERED BY THE FUNDS...........................................................................43
         Automatic Dividend Reinvestment.............................................................................43
         Distributions Direct........................................................................................43
         Reports to Shareholders.....................................................................................43
         Consolidated Statements.....................................................................................43

RETIREMENT PLANS.....................................................................................................43
         AARP No-Fee Individual Retirement Account ("AARP No-Fee IRA")...............................................44
         AARP Keogh Plan.............................................................................................45

OTHER PLANS..........................................................................................................45
         Automatic Investment........................................................................................45
         Automatic Withdrawal Plan...................................................................................46
         Direct Payment of Regular Fixed Bills.......................................................................46

DIVIDENDS AND YIELD..................................................................................................46
         Performance Information: Computation of Yields and Total Return.............................................47
         Taking a Global Approach....................................................................................53
</TABLE>
                                       i
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                                 <C>
                                                                                                                    Page
                                                                                                                    ----

TRUST ORGANIZATION...................................................................................................53

MANAGEMENT OF THE FUNDS..............................................................................................54
         Personal Investments by Employees of Scudder................................................................60

TRUSTEES AND OFFICERS................................................................................................61

REMUNERATION.........................................................................................................64

DISTRIBUTOR..........................................................................................................65

TAXES ...............................................................................................................66

BROKERAGE AND PORTFOLIO TURNOVER.....................................................................................70
         Brokerage Commissions.......................................................................................70
         Portfolio Turnover..........................................................................................71

NET ASSET VALUE......................................................................................................72
         AARP Money Funds............................................................................................72
         AARP Non-Money Market Funds.................................................................................72

ADDITIONAL INFORMATION...............................................................................................73
         Experts.....................................................................................................73
         Shareholder Indemnification.................................................................................73
         Ratings of Corporate Bonds..................................................................................73
         Ratings of Commercial Paper.................................................................................74
         Ratings of Municipal Bonds..................................................................................74
         Other Information...........................................................................................75
         Tax-Exempt Income vs. Taxable Income........................................................................76

FINANCIAL STATEMENTS.................................................................................................77

</TABLE>

                                       ii
<PAGE>
                    AARP INVESTMENT PROGRAM FROM SCUDDER

   
         The AARP Investment  Program from Scudder (the "Program") was developed
by the American  Association of Retired Persons  ("AARP") to provide an array of
conservatively  managed  investment  options for its members.  Today's financial
markets present an enormous,  ever-changing  selection of investments suited for
investors  with varying  needs.  AARP, a  non-profit  organization  dedicated to
improving the quality of life,  independence  and dignity of older  people,  has
undertaken to help its members by designing an investment program which attempts
to satisfy the investment and retirement  planning needs of most of its members,
whether they be experienced  investors or savers who have never invested at all.
As with any program with the "AARP" name, the Program  includes special benefits
as described in the combined  prospectus for the four Trusts,  dated February 1,
1997 (the "Prospectus"). AARP endorses this program which was developed with the
assistance of Scudder,  Stevens & Clark, Inc. ("the Fund Manager" or "Scudder"),
a firm with over 75 years of investment  counseling and  management  experience.
Scudder,  Stevens & Clark,  Inc.  was selected  after an extensive  search among
qualified candidates,  and provides the Program with continuous and conservative
professional investment management. (See "MANAGEMENT OF THE FUNDS.")

         The Program consists of five Trusts-- AARP Cash Investment  Funds, AARP
Income Trust,  AARP Tax Free Income Trust,  AARP Growth Trust,  and AARP Managed
Investment  Portfolios Trust (the "Trusts").  Each of the Trusts is an open-end,
management  investment  company  authorized  to issue its  shares of  beneficial
interest  in  separate  series  ("the  AARP  Funds").  A total of 15  Funds  are
currently offered by the five Trusts. The differing investment objectives of the
15  Funds in the  Program  provide  AARP  members  with a  variety  of  sensible
investment alternatives,  and by matching their own objectives with those of the
different  AARP Funds,  AARP  members may design an  investment  program to meet
their personal needs. Not all your money is the same. There is short-term money,
for example  money needed for your regular  budgeting and for  emergencies,  and
there is money  which can be  invested  for the  longer  term.  It is  generally
thought  that three months of  income/expenses  should be set aside in a savings
account or money market fund to cover short-term  needs. The Program is designed
to offer  alternatives  to keeping all of your money in  short-term  fixed price
investments  like money market funds,  insured  short-term  savings accounts and
insured  six-month  certificates  of  deposit.  The AARP Money  Funds  provide a
taxable and a tax free  alternative  for  short-term  monies and the AARP Income
Funds,  the AARP  Insured Tax Free  General  Bond Fund,  the AARP  Growth  Funds
provide a range of  choices  for longer  term  investment  dollars  and the AARP
Managed Investment Portfolios provide diversification of investment by investing
in a select mix of AARP Funds.
    

         The Program includes functions  performed by AARP Member Services;  the
AARP Funds;  Scudder  Investor  Services,  Inc., the AARP Funds'  "underwriter";
Scudder Service Corporation ("SSC"), the AARP Funds' "transfer agent"; and Brown
Brothers Harriman & Co. and State Street Bank and Trust Company, the AARP Funds'
"custodians."

Summary of Advantages and Benefits

o    Experienced  Professional  Management:  Scudder,  Stevens  &  Clark,  Inc.,
     investment counsel since 1919 and mutual Fund managers since 1928, provides
     investment advice to the Funds.

o    AARP's   Commitment:   the  Program  was   designed   with  AARP's   active
     participation  to provide  strong  ongoing  representation  of the members'
     interests and to help ensure a high level of service.

o    Wide  Selection of Investment  Objectives:  you can emphasize  money market
     returns and liquidity, income, tax-free income, growth, or any combination.

o    Diversification: you benefit from investing in one or more large portfolios
     of carefully selected securities.

o    $500 Minimum Starting Investment for 13 of the Funds ($250 Minimum Starting
     Investment for AARP IRA and Keogh Plan  Accounts):  you may make additional
     investments in any amount at any time.

o    No Sales  Commissions:  the AARP Funds are pure no-load(TM),  so you pay no
     sales  charges to purchase,  transfer or redeem  shares nor do you pay Rule
     12b-1 fees.

   
o    Investment  Flexibility  and Exchange:  you may exchange  among the 15 AARP
     Funds in the Program at any time without charge.
    
<PAGE>

   
o    Dividends:  the AARP Money Funds,  the AARP Income Funds,  the AARP Insured
     Tax Free  Income Fund and the AARP  Diversified  Income  Portfolio  all pay
     dividends  monthly,  the AARP Balanced Stock and Bond Fund, the AARP Growth
     and  Income  Fund and the AARP Blue Chip  Index  Fund are  expected  to pay
     dividends  quarterly  and the AARP Global  Growth  Fund,  the AARP  Capital
     Growth Fund,  the AARP  International  Stock Fund,  the AARP Small  Company
     Stock Fund and the AARP Diversified Growth Portfolio pay dividends, if any,
     annually.
    

o    Automatic  Dividend  Reinvestment:  you may receive  dividends  by check or
     arrange to have them automatically reinvested.

o    Readily Available Account,  Price, Yield and Total Return Information:  the
     yield for the AARP Money Funds is quoted  weekly and the net asset value of
     each  other  Fund  is  quoted  daily  in the  financial  pages  of  leading
     newspapers.  You may also dial our automated  Easy-Access Line,  toll-free,
     1-800-631-4636  for recorded account  information,  share price,  yield and
     total return information, 7 days a week.

o    Convenience and Efficiency:  simplified investment procedures save you time
     and help your money work harder for you.

o    Liquidity:  on any  business  day  (subject to a 7 day  waiting  period for
     investment checks to clear),  you may request  redemption of your shares at
     the next  determined  net asset  value,  and, in the case of the AARP Money
     Funds, you may elect free Checkwriting and write checks for $100 or more on
     your account to make payments to any person or business.

o    Direct Deposit  Program:  you may have your Social Security or other checks
     from the U.S.  Government  or any  other  regular  income  checks,  such as
     pension,   dividend,   interest,  and  even  payroll  checks  automatically
     deposited directly to your account.

o    Automatic  Withdrawal Plan: with a minimum qualifying balance of $10,000 in
     one AARP Fund,  you may arrange to receive  monthly,  quarterly or periodic
     checks from your account for any designated amount of $50 or more.

o    Direct Payment of Regular Fixed Bills: with a minimum qualifying balance of
     $10,000 in one AARP Fund,  you may arrange to have your regular fixed bills
     that are of fixed amounts, such as rent, mortgage, or other payments of $50
     or more sent directly from your account at the end of the month.

o    Personal   Service  and   Information:   professionally   trained   service
     representatives  help you whenever you have questions through our toll-free
     number, 1-800-253-2277.

o    Consolidated Statements:  in addition to receiving a confirmation statement
     of each transaction in your account,  you receive,  without extra charge, a
     convenient monthly consolidated statement.  (Retirement Plan statements are
     mailed  quarterly.)  This  statement  contains the market value of all your
     holdings  and a complete  listing of your  transactions  for the  statement
     period.

o    Shareholder  Handbook:  the Shareholder Handbook was created to help answer
     many of the questions you may have about investing in the Program.

o    IRA Shareholder Handbook:  The IRA Shareholder Handbook was created to help
     answer many of the  questions  you may have about  investing  in the no-fee
     AARP IRA.

o    A  Glossary  of  Investment  Terms:  the  Glossary  defines  commonly  used
     financial and investment terms.

o    Newsletter:  every month,  shareholders  receive our newsletter,  Financial
     Focus (retirement plan shareholders  receive a special edition of Financial
     Focus on a quarterly  basis)  which is designed to help keep you up to date
     on economic and investment developments, and any new financial services and
     features of the Program.

                                       2
<PAGE>

     This Statement of Additional  Information  supplements the Prospectus,  and
provides more detailed information about the Trusts and the Funds.

                  THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES

AARP Money Funds

         (See "AARP High Quality  Money Fund," "AARP High Quality Tax Free Money
Fund," "INVESTMENT  OBJECTIVES AND POLICIES," and "OTHER INVESTMENT POLICIES AND
RISK FACTORS" in the Prospectus.)

         The AARP  Funds  offer a choice of a taxable  and a tax free money fund
for small savers, big savers and people looking for a way to invest.  People who
earn a relatively low interest rate in an insured bank savings account, who have
to make withdrawals or deposits in person or whose money isn't easily accessible
may find that the AARP Money Funds can help.

         AARP High Quality  Money Fund.  The AARP High  Quality  Money Fund is a
separate  series of AARP Cash  Investment  Funds and is the only Fund  currently
offered  by that  Trust.  Additional  series of the Trust may be  offered in the
future.  From  investments in high quality  securities,  the Fund is designed to
provide current income.  The Fund also seeks to maintain stability and safety of
principal  while offering  liquidity.  The Fund seeks to maintain a constant net
asset value of $1.00 per share. There may be circumstances under which this goal
cannot be achieved.  The Fund invests in securities with remaining maturities of
397  calendar  days or less,  except in the case of U.S.  Government  securities
which  may  have   maturities   of  up  to  762  calendar   days.   The  average
dollar-weighted  maturity of its  investments is 90 days or less. The investment
policies and restrictions of the Fund are described as follows:

   
         To  provide  safety and  liquidity,  the  investments  of the AARP High
Quality  Money Fund are limited to those that at the time of purchase are rated,
or judged by the Fund Manager to be the  equivalent  of those rated,  within the
two highest credit ratings  ("high quality  instruments")  by one or more rating
agencies such as: Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
("S&P") or Fitch  Investors  Service  ("Fitch").  In addition,  the Fund Manager
seeks  through its own credit  analysis  to limit  investments  to  high-quality
instruments presenting minimal credit risks. If a security ceases to be rated or
is downgraded  below the second highest quality rating indicated above, the Fund
will  promptly  dispose of the  security,  unless the  Trustees  determine  that
continuing  to  hold  such  security  is in the  best  interests  of  the  Fund.
Generally,  the Fund will  invest in  securities  rated in the  highest  quality
rating by at least two of these rating  agencies.  Amendments have been proposed
to  the  federal  rules  regulating   quality,   maturity  and   diversification
requirements of money market funds, like the Fund. If the amendments are adopted
the Fund intends to comply with such new requirements.
    

         Securities  eligible for  investment  by the Fund  include  "first tier
securities"  and "second tier  securities."  "First tier  securities"  are those
securities  which are  generally  rated (or issued by an issuer with  comparable
securities rated) in the highest category by at least two rating services (or by
one rating service,  if no other rating service has issued a rating with respect
to that  security).  Securities  generally  rated (or  issued by an issuer  with
comparable  securities  rated) in the top two  categories by at least two rating
agencies (or one, if only one rating agency has rated the security) which do not
qualify  as first tier  securities  are known as "second  tier  securities."  To
ensure  diversity  of the  Fund's  investments,  as a matter of  non-fundamental
policy  the  Fund  will not  invest  more  than 5% of its  total  assets  in the
securities of a single  issuer,  other than the U.S.  Government.  The Fund may,
however, invest more than 5% of its total assets in the first tier securities of
a single  issuer  for a period  of up to three  business  days  after  purchase,
although the Fund may not make more than one such  investment  at any time.  The
Fund may not invest more than 5% of its total  assets in  securities  which were
second tier  securities  when  acquired by the Fund.  Further,  the Fund may not
invest more than the greater of (1) 1% of its total  assets,  or (2) one million
dollars,  in the securities of a single issuer which were second tier securities
when acquired by the Fund.

         The Fund purchases  high quality  short-term  securities  consisting of
obligations  issued  or  guaranteed  by the U.S.  Government,  its  agencies  or
instrumentalities;  obligations  of  supranational  organizations  such  as  the
International   Bank  for  Reconstruction  and  Development  (the  World  Bank);
obligations of domestic  banks and their foreign  branches,  including  bankers'
acceptances,   certificates  of  deposit,   deposit  notes  and  time  deposits;
obligations of savings and loan institutions;  instruments whose credit has been
enhanced by: banks (letters of credit),  insurance  companies (surety bonds), or

                                       3
<PAGE>

other  corporate  entities  (corporate   guarantees);   corporate   obligations,
including  commercial  paper,  notes,  bonds,  loans  and  loan  participations;
securities with variable or floating  interest rates;  asset-backed  securities,
including certificates, participations and notes; municipal securities including
notes,  bonds and  participation  interests,  either  taxable  or  tax-free,  as
described  in more  detail  for the  AARP  High  Quality  Tax Free  Money  Fund;
securities with put features; and repurchase agreements. The Fund may hold cash,
which does not earn interest, to facilitate  stabilizing its net asset value per
share and for liquidity purposes.

         Commercial  paper at the time of purchase  will be rated,  or judged by
the Fund Manager under the supervision of the Trustees,  to be the equivalent of
securities  rated,  A-1 or higher by S&P, Prime-1 or higher by Moody's or F-1 or
higher by Fitch.  Investments in other corporate  obligations,  such as bonds or
notes,  will be limited to securities rated, or judged by the Fund Manager to be
the equivalent of securities rated, AA or higher by S&P or Fitch or Aa or higher
by Moody's.  Obligations which are the subject of repurchase  agreements will be
limited  to those of the  type  described  above.  Shares  of this  Fund are not
insured or guaranteed by the U.S. Government.

         The Fund may invest in certificates of deposit and bankers' acceptances
of large  domestic  banks  (i.e.,  banks  which at the time of their most recent
annual financial statements show total assets in excess of $1 billion) and their
foreign branches and of smaller banks as described  below.  These as well as all
other investments of the Fund must be U.S. dollar denominated. The Fund will not
invest in  certificates  of deposit or  bankers'  acceptances  of foreign  banks
without  additional  consideration  by and the  approval of the  Trustees of the
Trust.  Although the Fund recognizes that the size of a bank is important,  this
fact alone is not necessarily indicative of its creditworthiness.

         Investment in certificates of deposit and bankers'  acceptances  issued
by  foreign  branches  of  domestic  banks  involves  investment  risks that are
different in some respects from those  associated with investment in obligations
issued by domestic banks. Such investment risks include the possible  imposition
of  withholding  taxes on  interest  income,  the  possible  adoption of foreign
governmental  restrictions which might adversely affect the payment of principal
and  interest  on such  obligations,  or other  adverse  political  or  economic
developments.  In addition,  it might be more  difficult to obtain and enforce a
judgment against a foreign branch of a domestic bank.

         The Fund may also  invest in  certificates  of deposit  issued by banks
which had, at the time of their most recent annual financial  statements,  total
assets of less than $1 billion,  provided that (i) the principal amounts of such
certificates of deposit are insured by an agency of the U.S. Government, (ii) at
no time will the Fund hold more than $100,000  principal  amount of certificates
of deposit of any one such bank, and (iii) at the time of  acquisition,  no more
than 10% of the Fund's  net assets  (taken at  current  value) are  invested  in
certificates  of deposit and bankers'  acceptances  of banks having total assets
not in excess of $1 billion.

         The Fund may enter into repurchase  agreements with member banks of the
Federal  Reserve System whose  creditworthiness  has been determined by the Fund
Manager to be equal to that of issuers of commercial  paper rated within the two
highest grades. See "Repurchase  Agreements" under "Special  Investment Policies
of the AARP Funds."

         AARP High  Quality Tax Free Money Fund.  The AARP High Quality Tax Free
Money Fund is a separate series of AARP Tax Free Income Trust.  From investments
in high quality  municipal  securities,  the Fund is designed to provide current
income free from federal income taxes. The Fund also seeks to maintain stability
and safety of principal,  while offering liquidity. The Fund seeks to maintain a
constant net asset value of $1.00 per share.  There may be  circumstances  under
which this goal cannot be achieved.  Such securities may mature no more than 397
calendar  days or less from the date the  purchase  is expected to be settled by
the Fund, with a weighted average maturity of 90 days or less.

         The Fund will  invest in  municipal  securities  which are rated at the
time of purchase  within the two highest quality ratings of rating agencies such
as:  Fitch-- AAA and AA, F1 and F2, or Moody's--  Aaa and Aa, or within  Moody's
short-term municipal obligations top ratings of MIG 1 and MIG 2 and P1, or S&P--
AAA/AA and SP1+/SP1,  A1+ and A1--all in such  proportions  as  management  will
determine.  Securities  must be so rated by at least two agencies or by at least
one,  if only one has rated the  security.  Generally,  the Fund will  invest in
securities  rated in the highest  quality rating by at least two of these rating
agencies.  In some cases,  short-term municipal  obligations are rated using the
same  categories as are used for  corporate  obligations.  In addition,  unrated
municipal  securities  will be considered as being within the foregoing  quality
ratings if other  equal or junior  municipal  securities  of the same issuer are
rated and their  ratings are within the foregoing  ratings of Fitch,  Moody's or
S&P. The Fund may also invest in municipal  securities  which are unrated if, in

                                       4
<PAGE>

the  opinion  of the Fund  Manager,  such  securities  possess  creditworthiness
comparable  to those  rated  securities  in which  the  Fund may  invest.  For a
description of ratings, please see "Additional Information." Shares of this Fund
are not insured or guaranteed by the U.S. Government.

         Subsequent  to its  purchase  by the AARP High  Quality  Tax Free Money
Fund, an issue of municipal  securities  may cease to be rated or its rating may
be reduced  below the minimum  required for purchase by the Fund.  The Fund will
dispose of any such security unless the Board of Trustees of the Fund determines
that such disposal would not be in the best interests of the Fund.

         As a fundamental policy,  under normal  circumstances,  at least 80% of
the net assets of AARP High  Quality  Tax Free Money  Fund will be  invested  in
tax-exempt  securities.  Although the Fund  normally  intends to ensure that all
income to  shareholders  will be exempt from federal income tax, there can be no
assurance that this goal will be achieved or that income to  shareholders  which
is federally tax exempt will be exempt from state and local taxes.

         From time to time on a temporary basis or for defensive  purposes,  the
Fund may,  subject  to its  investment  restrictions,  hold  cash and  invest in
taxable investments  consisting of: (1) other obligations issued by or on behalf
of municipal or corporate issuers; (2) U.S. Treasury notes, bills and bonds; (3)
obligations of agencies and instrumentalities of the U.S. Government;  (4) money
market  instruments,  such as domestic  bank  certificates  of deposit,  finance
company and  corporate  commercial  paper,  and  banker's  acceptances;  and (5)
repurchase  agreements  (agreements under which the seller agrees at the time of
sale to repurchase the security at an agreed time and price) with respect to any
of the  obligations  which the Fund is permitted to purchase.  The Fund will not
invest in instruments issued by banks or savings and loan associations unless at
the time of  investment  such  issuers have total assets in excess of $1 billion
(as  of the  date  of  their  most  recently  published  financial  statements).
Commercial  paper  investments will be limited to commercial paper rated A1+ and
A1 by S&P,  Prime-1 by Moody's or F-1 by Fitch. The Fund may hold cash or invest
temporarily in taxable  investments  due, for example,  to market  conditions or
pending  investment  of  proceeds  of  subscriptions  for  shares of the Fund or
proceeds  from  the  sale  of  portfolio   securities  or  in   anticipation  of
redemptions.  However,  the Fund  expects to invest such  proceeds in  municipal
securities as soon as practicable.  Interest  income from temporary  investments
may be taxable to shareholders as ordinary income.

         Maintenance of Constant Net Asset Value Per Share. The Trustees of AARP
High  Quality  Money  Fund and  AARP  High  Quality  Tax Free  Money  Fund  have
determined that it is in the best interests of the Funds and their  shareholders
to  maintain  the net asset value of the Funds'  shares at a constant  $1.00 per
share.  In order to facilitate  the  maintenance  of a constant  $1.00 net asset
value per share,  the AARP High Quality Money Fund and the AARP High Quality Tax
Free Money Fund operate in accordance with a rule of the Securities and Exchange
Commission  (the "SEC").  In accordance  with that rule, the assets of the Funds
consist entirely of cash, cash items,  and high quality U.S.  dollar-denominated
investments which have minimal credit risks and which have a remaining  maturity
date of not more than 397 days from date of purchase  (except that the AARP High
Quality Money Fund may invest in U.S. Government securities having maturities of
up to 762 days).  The  average  dollar-weighted  maturity of each Fund is varied
according to money market  conditions,  but may not exceed 90 days. The maturity
of a portfolio  security shall be the period  remaining until the date stated in
the  security  for payment of principal or such earlier date as it is called for
redemption, except that a shorter period shall be used for Variable and Floating
Rate  Instruments in accordance with and subject to the conditions  contained in
the Rule.

         The  Trustees  have  established   procedures  reasonably  designed  to
stabilize  the  price  per share of the  Funds at  $1.00,  as  computed  for the
purposes of sales,  repurchases  and  redemptions,  taking into account  current
market conditions and each Fund's investment objectives. Such procedures,  which
the Trustees review annually,  include specific  requirements designed to assure
that  issuers  of the  Funds'  securities  continue  to meet high  standards  of
creditworthiness.  The procedures also establish certain requirements concerning
the quality and  maturity of the Fund's  investments.  Finally,  the  procedures
require the  determination,  at such intervals as the Trustees deem  appropriate
and  reasonable,  of the  extent,  if any,  to which a Fund's  net  asset  value
calculated by using available market  quotations  deviates from $1.00 per share.
Market quotations and market equivalents used in making such  determinations may
be obtained from an independent  pricing service approved by the Trustees.  Such
determinations will be reviewed periodically by the Trustees.

         If at any time it is  determined  that a  deviation  exists  which  may
result in material  dilution or other  unfair  results to  investors or existing
shareholders  of a Fund,  certain  corrective  actions  may be taken,  including

                                       5
<PAGE>

selling  portfolio  instruments  prior to maturity to realize  capital  gains or
losses or to shorten  average  portfolio  maturity;  withholding  part or all of
dividends or payment of distributions  from capital or capital gains;  redeeming
shares in kind; or  establishing a net asset value per share by using  available
market  quotations or  equivalents.  In addition,  in order to stabilize the net
asset value per share at $1.00 the Trustees have the authority (1) to reduce the
number of  outstanding  shares of a Fund on a pro rata basis,  and (2) to offset
each shareholder's pro rata portion of the deviation between the net asset value
per share and $1.00  from the  shareholder's  accrued  dividend  account or from
future  dividends.  The Funds may hold cash for the purpose of stabilizing their
net asset value per share. Holdings of cash, on which no return is earned, would
tend to lower the yield on the shares of the Funds.

         The net income of the Funds is declared as  dividends  to  shareholders
daily and distributed monthly in shares of the Funds unless payment is requested
in cash.

AARP Income Funds

         (See "AARP GNMA and U.S. Treasury Fund," "AARP High Quality Bond Fund,"
"AARP Bond Fund for Income,"  "INVESTMENT  OBJECTIVES  AND POLICIES," and "OTHER
INVESTMENT  POLICIES  AND RISK  FACTORS" in the  Prospectus.)  Each of the Funds
seeks to earn a high level of income consistent with its investment policies.

         AARP GNMA and U.S.  Treasury Fund. AARP GNMA and U.S.  Treasury Fund is
designed for  investors  who are seeking  high current  income from high quality
securities and who wish to receive a degree of protection from bond market price
risk.  The  Fund's  investment  objective  is to produce a high level of current
income and to keep the price of its shares  more stable than that of a long-term
bond.  The  Fund  pursues  this  objective  by  investing  principally  in  U.S.
Government-guaranteed  GNMA securities and U.S. Treasury  obligations.  The Fund
has been designed with the conservative,  safety-conscious  investor in mind. Of
the two funds in the AARP Income Trust, the AARP GNMA and U.S.  Treasury Fund is
the more  conservative  choice.  Although  past  performance  is no guarantee of
future  performance,  historically,  this Fund  offers  higher  yields than such
short-term   investments  as  insured  savings   accounts,   insured  six  month
certificates of deposit and fixed-price money market funds.

         The Fund  invests  in U.S.  Treasury  bills,  notes  and  bonds;  other
securities issued or backed by the full faith and credit of the U.S. Government,
including, but not limited to, Government National Mortgage Association ("GNMA")
mortgage-backed  securities,  Merchant  Marine Bonds  guaranteed by the Maritime
Administration  and obligations of the  Export-Import  Bank;  financial  futures
contracts with respect to such securities;  options on either such securities or
such financial futures contracts;  and bank repurchase agreements.  At least 65%
of the Fund's net assets will be directly invested in U.S. Treasury obligations,
including GNMA's. The Fund will make long-term investments but will also attempt
to dampen its price  variability  in comparison  to that of a long-term  bond by
including  short-term U.S.  Treasury  securities in its portfolio.  The Fund may
also utilize  hedging  techniques  involving  limited use of  financial  futures
contracts and the purchase and writing (selling) of put and call options on such
contracts. Under certain market conditions,  these strategies may reduce current
income.  At any time the Fund may have a  substantial  portion  of its assets in
securities  of a particular  type or maturity.  The Fund may also write  covered
call options on portfolio securities and purchase "when-issued" securities.

         GNMA Mortgage-Backed  Securities  ("GNMAs").  GNMAs are mortgage-backed
securities representing part ownership of a pool of mortgage loans. These loans,
issued by lenders  such as mortgage  bankers,  commercial  banks and savings and
loan  associations,  are either  insured by the Federal  Housing  Administration
(FHA) or  guaranteed by the Veterans  Administration  (VA). A "pool" or group of
such  mortgages is assembled  and,  after being  approved by GNMA, is offered to
investors  through  securities  dealers.  Once  approved by GNMA,  a  Government
corporation  within the U.S.  Department of Housing and Urban  Development,  the
timely  payment of interest and  principal is  guaranteed  by the full faith and
credit of the  United  States  Government.  This is not,  however,  a  guarantee
related to the Fund's yield or the value of your investment principal.

         As  mortgage-backed  securities,   GNMAs  differ  from  bonds  in  that
principal is paid back by the  borrower  over the length of the loan rather than
returned in a lump sum at maturity.  GNMAs are called "pass-through"  securities
because both interest and principal  payments  including  prepayments are passed
through to the holder of the security (in this case, the Fund).

                                       6
<PAGE>

   
         The payment of principal  on the  underlying  mortgages  may exceed the
minimum required by the schedule of payments for the mortgages. Such prepayments
are  made  at  the  option  of the  mortgagors  for a wide  variety  of  reasons
reflecting their individual  circumstances and may involve capital losses if the
mortgages were purchased at a premium. For example,  mortgagors may speed up the
rate  at  which  they  prepay  their   mortgages  when  interest  rates  decline
sufficiently  to encourage  refinancing.  The Fund,  when such  prepayments  are
passed  through  to it,  may be able to  reinvest  them only at a lower  rate of
interest.  The Fund Manager, in determining the attractiveness of GNMAs relative
to alternative  fixed-income  securities,  and in choosing specific GNMA issues,
will  have  made  assumptions  as to the  likely  speed  of  prepayment.  Actual
experience  may  vary  from  this  assumption  resulting  in a  higher  or lower
investment  return  than  anticipated.   When  interest  rates  rise,   mortgage
prepayment  rates  decline,  thus  lengthening  the  life of a  mortgage-related
security and  increasing the price  volatility of that  security,  affecting the
price volatility of the Fund's shares.
    

         Some  investors  may  view  the  Fund  as  an  alternative  to  a  bank
certificate  of deposit  (CD).  While an investment in the Fund is not federally
insured,  and there is no guarantee of price  stability,  an  investment  in the
Fund--unlike  a CD--is not locked  away for any  period,  may be redeemed at any
time without  incurring  early  withdrawal  penalties,  and may provide a higher
yield.

         AARP High Quality Bond Fund.  Consistent with investments  primarily in
high quality securities, the Fund seeks to provide a high level of income and to
keep the value of its shares  more  stable  than that of a  long-term  bond.  By
including short- and medium-term bonds in its portfolio, the Fund seeks to offer
less share price  volatility  than long-term bonds or many long-term bond funds,
although  its yield may be lower.  Due to the greater  market  price risk of its
securities, the Fund may have a more variable share price than the AARP GNMA and
U.S. Treasury Fund. It is also possible that the Fund may provide a higher level
of income than the AARP GNMA and U.S.
Treasury Fund.

   
         This Fund intends  under normal  circumstances  to have at least 65% of
its total  assets  invested in bonds  which  include  corporate  notes and bonds
including  high-yield issues convertible into common stock. It may also purchase
any  investments  eligible for the AARP GNMA and U.S.  Treasury  Fund as well as
obligations of federal agencies that are not backed by the full faith and credit
of the U.S.  Government,  such as  obligations  of Federal Home Loan Bank,  Farm
Credit Banks and the Federal Home Loan Mortgage Corporation. In addition, it may
purchase  obligations of international  agencies such as the International  Bank
for Reconstruction and Development,  the Inter-American Development Bank and the
Asian    Development   Bank.   Other   eligible    investments    include   U.S.
dollar-denominated foreign debt securities (such as U.S. dollar denominated debt
securities  issued  by the  Dominion  of  Canada  and  its  provinces),  foreign
government bonds denominated in foreign  currencies,  mortgage-backed  and other
asset-backed securities,  and money market instruments such as commercial paper,
bankers'  acceptances and certificates of deposit issued by domestic and foreign
branches  of  U.S.  banks.  The  Fund  invests  in  a  broad  range  of  short-,
intermediate-, and long-term securities.  Proportions among maturities and types
of securities  may vary  depending  upon the prospects for income related to the
outlook for the economy and the  securities  markets,  the quality of  available
investments, the level of interest rates, and other factors.
    

         Except for limitations in the Fund's investment restrictions,  there is
no limit as to the  proportions  of the Fund which may be invested in any of the
eligible   investments.   However,   it  is  a  policy  of  the  Fund  that  its
non-governmental  investments  will be spread among a variety of  companies  and
will  not be  concentrated  in any  industry.  (See  "Investment  Restrictions,"
herein.)

   
         Portfolio  Quality.  The  policies of AARP High  Quality  Bond Fund are
designed to provide a portfolio that combines  primarily high quality securities
with investments that attempt to reduce its market price risk.

         The  portfolio of the AARP High  Quality  Bond Fund is  primarily  high
grade. In fact, according to information provided by Morningstar, Inc., the Fund
has one of the highest  quality  standards  of any general  bond Fund  currently
available.  No purchase will be made if, as a result  thereof,  less than 65% of
the Fund's net assets  would be invested in debt  obligations,  including  money
market  instruments,  that (a) are issued or guaranteed by the U.S.  Government,
(b) are rated at the time of purchase  within the two highest grades assigned by
any of the  nationally-recognized  rating services  including Moody's or S&P, or
(c) if not  rated,  are  judged  at the time of  purchase  by the Fund  Manager,
subject to the Trustees' review,  to be of a quality  comparable to those in the
two highest ratings described in (b) above. All of the debt obligations in which
the Fund invests will,  at the time of purchase,  be rated  investment-grade  or
higher by Moody's (Aaa,  Aa, A, and Baa) or S&P (AAA, AA, A, and BBB) or, if not
rated, will be judged to be of comparable quality by the Fund Manager.  The Fund
    
                                       7
<PAGE>


   
may invest up to 20% of its assets in bonds rated Baa by Moody's or rated BBB by
S&P.  Securities rated Baa by Moody's or BBB by S&P are neither highly protected
nor poorly secured. These securities normally pay higher yields and are regarded
as having  adequate  capacity to repay  principal  and pay  interest but involve
potentially  greater price variability than higher-quality  securities.  Moody's
considers  bonds  it  rates  Baa  to  have  speculative   elements  as  well  as
investment-grade  characteristics.  The Fund does not purchase  securities rated
below  investment-grade,  commonly  known  as  "junk"  bonds.  (See  "ADDITIONAL
INFORMATION--Ratings of Corporate Bonds.")
    

         Variations of Maturity.  In an attempt to capitalize on the differences
in total return from  securities  of  differing  maturities,  maturities  may be
varied  according to the  structure  and level of interest  rates,  and the Fund
Manager's expectations of changes therein.

   
         Foreign Securities. The AARP High Quality Bond Fund may invest, without
limit,  in U.S.  dollar-denominated  foreign  debt  securities  (including  U.S.
dollar-denominated  debt  securities  issued by the  Dominion  of Canada and its
provinces and other debt securities which meet the Fund's criteria applicable to
its domestic  investments),  and in  certificates  of deposit  issued by foreign
branches of United States banks,  to any extent deemed  appropriate  by the Fund
Manager.  The  Fund  may  invest  up to 20% of  total  assets  in  foreign  debt
securities  denominated in currencies  other than the U.S.  dollar,  but no more
than 5% of the  Fund's  total  assets  will be  represented  by a given  foreign
currency.

         AARP Bond Fund for  Income.  The Fund  seeks to provide a high level of
current income consistent with investments  primarily in  investment-grade  debt
securities,  and to keep the  price of its  shares  more  stable  than that of a
long-term bond.

         In  pursuit  of  its   investment   objectives,   under  normal  market
conditions, the Fund invests at least 65% of its assets in investment-grade debt
securities.  Investment-grade securities are rated Aaa, Aa, A, or Baa by Moody's
or AAA,  AA, A, or BBB by S&P,  or, if  unrated,  are of  equivalent  quality as
determined by the Fund  Manager.  The Fund may invest up to 35% of its assets in
securities  rated Ba or B by Moody's or BB or B by S&P,  but no more than 10% of
the Fund's assets may be invested in securities rated B by Moody's or S&P. These
two grades of securities  are  considered to be below  investment  grade.  Below
investment-grade   securities  are  considered  predominantly  speculative  with
respect to their  capacity to pay interest and repay  principal.  They generally
involve a greater risk of default and have more price volatility than securities
in higher rating categories.

         The Fund may invest in U.S. Treasury and Agency  securities,  corporate
bonds   and   notes,   mortgage-backed   and  other   asset-backed   securities,
dollar-denominated  debt of international  agencies or investment-grade  foreign
institutions,  and money market  instruments such as commercial paper,  bankers'
acceptances, and certificates of deposit issued by domestic and foreign branches
of U.S.  banks.  The Fund may invest up to 20% of total  assets in foreign  debt
securities  denominated in currencies  other than the U.S.  dollar,  but no more
than 5% of the  fund's  total  assets  will be  represented  by a given  foreign
currency.  The Fund may also  purchase  "when-issued"  securities  and invest in
repurchase agreements.

         For temporary defensive purposes,  the Fund may invest without limit in
money market and short-term  instruments or invest all or a substantial  portion
of its assets in high quality  domestic  debt  securities  when the Fund Manager
deems such a position advisable in light of economic or market conditions.

         Risks.  The Fund can  invest  a  limited  portion  of  assets  in below
investment-grade securities, sometimes referred to as "junk" bonds. Investing in
high yielding, lower-quality bonds involves various types of risks including the
risk that issuers of bonds held in the portfolio will not make timely payment of
either interest or principal or may default  entirely.  This risk of default can
increase with changes in the financial condition of a company or with changes in
the U.S. economy,  such as a recession.  Compared to investing in higher quality
issues,  high yield bond  investors may be rewarded for the  additional  risk of
high yield bonds  through  higher  interest  payments  and the  opportunity  for
greater capital appreciation.
    

                                       8
<PAGE>

AARP Insured Tax Free Income Fund

         (See "AARP Insured Tax Free General Bond Fund," "INVESTMENT  OBJECTIVES
AND  POLICIES,"  and  "OTHER  INVESTMENT  POLICIES  AND  RISK  FACTORS"  in  the
Prospectus.)

         AARP  Insured Tax Free  General  Bond Fund.  The AARP  Insured Tax Free
General  Bond Fund is a separate  series of AARP Tax Free Income  Trust.  From a
portfolio consisting primarily of municipal securities covered by insurance, the
Fund seeks to provide high income free from federal income taxes and to keep the
value of its shares more stable than that of a  long-term  municipal  bond.  The
Fund seeks to provide  investors with the higher  tax-free  income that is often
available from municipal securities by investing, under normal circumstances, in
a high grade portfolio of bonds  consisting  primarily of municipal  securities,
with no restrictions as to maturity.  Securities  comprising at least 65% of the
total assets held by the Fund are fully insured as to face value and interest by
private insurers.  While longer-term  securities such as those in which the Fund
may invest have in recent years had higher yields,  they also experience greater
price  fluctuation  than  shorter-term  securities.   By  including  short-  and
medium-term  bonds in its  portfolio,  the Fund seeks to offer less share  price
volatility  than  long-term  municipal  bonds or many  long-term  municipal bond
funds,  although  its  yield  may be  lower.  Because  the  Fund may  trade  its
securities, it is also free to attempt to take advantage of opportunities in the
market to achieve higher current  income.  This  opportunity is not available to
unit investment trusts, which hold fixed portfolios of municipal securities.

         Under normal  circumstances,  at least 80% of the Fund's net assets are
invested in tax-exempt securities. For this purpose, private activity bonds, the
interest on which is treated as a preference  item for  purposes of  calculating
alternative minimum tax liability, will not be treated as tax exempt securities.
The Fund does not intend to  purchase  any such  private  activity  bonds.  (See
"TAXES" herein.)

         There  can be no  assurance  that the  objectives  of the Fund  will be
achieved or that all income to shareholders  which is exempt from federal income
taxes will be exempt from state or local taxes. Shareholders may also be subject
to tax on long-term and short-term capital gains (see "TAXES" herein).

         In addition,  the market prices of municipal securities,  like those of
taxable debt  securities,  go up and down when interest rates change.  Thus, the
net asset value per share can be  expected to  fluctuate  and  shareholders  may
receive  more or less than their  purchase  price for  shares  they  redeem.  In
addition to investments in municipal  obligations,  as described below, the Fund
may invest in  short-term  taxable U.S.  Government  securities  and  repurchase
agreements  backed by U.S.  Government  securities.  The Fund also may invest in
demand notes and tax-exempt commercial paper,  financial futures contracts,  and
may invest in and write (sell) options related to such futures contracts.  These
investments  are not  insured or  guaranteed  or backed by the U.S.  Government.
Except for futures and options,  which are not rated,  the AARP Insured Tax Free
General  Bond Fund will only  purchase  securities  rated  within  the top three
ratings by Moody's and S&P, or the equivalent as determined by the Fund Manager,
or repurchase agreements on such securities. To qualify as "within the top three
ratings," a security  must have such a rating due to the credit of the issuer or
due to specific  insurance on the security,  whether  acquired at issuance or by
the Fund at the time of purchase.  A security would not so qualify if its rating
was solely the result of coverage under the Fund's portfolio insurance.

         Securities  in which the Fund may  invest may  include:  (a) a security
that  carries  at the time of  issuance,  whether  because  of the credit of the
issuer or because it is insured at issuance by an  insurance  company,  a rating
within the top three ratings;  and (b) a security not rated within the top three
ratings at the time of issuance  but insured to maturity by the Fund at the time
of purchase  if, upon  issuance of such  insurance,  the Fund Manager is able to
determine that the security is now the equivalent of a security rated within the
top three ratings by a nationally recognized rating agent.

         When, in the opinion of the Fund Manager,  defensive  considerations or
an unusual  disparity  between the after-tax  income on taxable  investments and
comparable  municipal  obligations  make it advisable to do so, up to 20% of the
Fund's net assets may be held in cash or invested in short-term investments such
as U.S. Treasury notes, bills and bonds and repurchase agreements collateralized
by U.S. Government securities,  the interest income from which may be subject to
federal income tax. Notwithstanding the foregoing, the Fund may invest more than
20% of its net assets in such taxable U.S.  Treasury  securities  and repurchase
agreements for temporary defensive purposes.

                                       9
<PAGE>

         Insurance.  Insurance  on at  least  65% of the AARP  Insured  Tax Free
General  Bond Fund's total assets will be obtained  from  nationally  recognized
private insurers, including the following:  Financial Guaranty Insurance Company
("FGIC")  is owned  by FGIC  Corporation,  which  in turn is  owned  by  General
Electric Credit  Corporation;  AMBAC Indemnity  Corporation;  and Municipal Bond
Investors Assurance Corporation, a wholly-owned subsidiary of MBIA Incorporated,
the  principal  shareholders  of which are:  The Aetna Life & Casualty  Company,
Fireman's Fund Insurance  Company,  subsidiaries  of the CIGNA  Corporation  and
affiliates of the Continental Insurance Company.

         The Fund currently has portfolio insurance provided by FGIC pursuant to
which it may insure  securities  mutually agreed to between the Fund and FGIC so
long as the security remains in the Fund's portfolio. Pursuant to an irrevocable
commitment,  FGIC also provides the Fund with the option to obtain insurance for
any  security  covered by the FGIC  portfolio  insurance,  which  insurance  can
continue  if the  security  were to be sold by the  Fund.  The Fund may  procure
portfolio insurance from other insurers.

         At least 65% of the Fund's assets are fully insured by private insurers
as to payment of face value and  interest to the Fund,  when due.  If  uninsured
securities or securities not directly or indirectly  backed or guaranteed by the
U.S.  Government  are  purchased  and  expected  to be held for 60 days or more,
insurance  will be  obtained  within  30 days to ensure  that 65% of the  Fund's
assets are insured by the issuer or arranged for by the Fund. If at least 65% of
its assets are not  insured  securities,  the Fund will obtain  insurance  for a
portion of its U.S.  Government  guaranteed or backed securities so that the 65%
standard is achieved.

         The Fund requires that insurance with respect to its securities provide
for the unconditional  payment of scheduled  principal and interest when due. In
the event of a default by the issuer, the insurer will, within 30 days of notice
of such  default,  provide to its agent or Trustee funds needed to make any such
payments. Such agent or Trustee will bear the responsibility of seeing that such
funds are used to make such payments to the appropriate parties.  Such insurance
will not  guarantee  the market  value of a  security.  Insurance  on the Fund's
securities  will in some cases  continue in the event the securities are sold by
the Fund, while in other cases it may not.

         To the extent the Fund's insured municipal  securities do not equal 65%
of its total assets,  the Fund will obtain  insurance on such amount of its U.S.
Government  guaranteed  or backed  securities as is necessary to have 65% of the
Fund's total assets insured at all times.  This type of insurance will terminate
when the  security is sold and will  involve an added cost to the Fund while not
increasing the quality rating of the security.

         Insurance on individual  securities,  whether obtained by the issuer or
the Fund, is  non-cancelable  and runs for the life of the security.  Securities
covered  under the Fund's  portfolio  insurance are insured only so long as they
are held by the  Fund,  though  the Fund has the  option to  procure  individual
secondary market insurance which would continue to cover any such security after
its sale by the Fund. Such guaranteed  renewable  insurance continues so long as
premiums are paid by the Fund and, in the judgment of the Fund Manager, coverage
should be continued.  Non-payment of premiums on the portfolio  insurance  will,
under certain  circumstances  result in the  cancellation  of such insurance and
will also permit FGIC to take action  against the Fund to recover  premiums  due
it. In the case of securities  which are  individually  insured,  default by the
issuer is not expected to affect the market  value of the  security  relative to
other insured  securities  of the same maturity  value and coupon and covered by
the same  insurer.  In the case of a security  covered  by the Fund's  portfolio
insurance,  the  market  value of such a security  in the event of such  default
might be less unless the Fund elected to purchase secondary market insurance for
it.  It is the  intention  of the Fund  Manager  either  to  procure  individual
secondary  market insurance for, or retain in the Fund's  portfolio,  securities
which are insured by the Fund under portfolio insurance and which are in default
or significant risk of default in the payment of principal or interest. Any such
securities  retained  by the Fund would be held until the default has been cured
or the principal and interest have been paid by the issuer or the insurer.

         Premiums for  individual  insurance may be payable in advance or may be
paid  periodically  over the term of the  security  by the party then owning the
security, and the costs will be reflected in the price of the security. The cost
of insurance  for  longer-term  securities,  expressed in terms of income on the
security, is likely to reduce such income by from 10 to 60 basis points. Thus, a
security yielding 10% might have a net insured yield of 9.9% to 9.4%. The impact
of the  cost of the  Fund's  portfolio  insurance  on the  Fund's  net  yield is
somewhat  less.  The cost of insurance for  shorter-term  securities,  which are
generally  lower-yielding,  is  expected  to be less.  It should  be noted  that
insurance  raises the rating of a municipal  security.  Lower  rated  securities
generally  pay a higher rate of interest  than higher  rated  securities.  Thus,

                                       10
<PAGE>

while  there is no  assurance  that this will  always be the case,  the Fund may
purchase lower rated securities which, when insured,  will bear a higher rating,
and may pay a  higher  net  rate  of  interest  than  other  equivalently  rated
securities which are not insured.

         Insurers have certain eligibility  standards as to municipal securities
they will insure. Such standards may be more or less strict than standards which
would be applied  for  purchase  of a security  for the Fund.  To the extent the
insurers apply stricter standards, the Fund will be restricted by such standards
in the purchase and retention of municipal securities.

         The Internal Revenue Service has issued revenue rulings indicating that
(a) the fact that  municipal  obligations  are  insured  will not  affect  their
tax-exempt status and (b) insurance proceeds  representing  maturing interest on
defaulted  municipal  obligations  paid to certain  municipal bond funds will be
excludable  from  federal  gross  income  under  Section  103(a) of the Internal
Revenue  Code.  While  operation  of the  Fund and the  terms  of the  insurance
policies on the Fund's  securities may differ  somewhat from those  addressed by
the revenue  rulings,  the Fund does not anticipate that any differences will be
material or change the result with respect to the Fund.

         Insurers of the Fund's  municipal  securities are subject to regulation
by the  department  of insurance in each state in which they are qualified to do
business. Such regulation, however, is no guarantee that an insurer will be able
to perform on its  contract  of  insurance  in the event a claim  should be made
thereunder  at some time in the future.  The Fund Manager  reviews the financial
condition  of each insurer of their  securities  at least  annually,  and in the
event of any material  development,  with respect to its  continuing  ability to
meet its commitments to any contract of bond or portfolio insurance.

         Management Strategies. In pursuit of its investment objectives the Fund
purchases  securities that it believes are attractive and competitive  values in
terms of quality,  and  relationship of current price to market value.  However,
recognizing  the  dynamics  of  municipal  bond prices in response to changes in
general economic conditions,  fiscal and monetary policies,  interest levels and
market  forces  such as supply and  demand for  various  bond  issues,  the Fund
Manager  manages the Fund  continuously,  attempting  to achieve a high level of
tax-free income.
The primary strategies employed in the management of the Fund are:

         Variations of Maturity.  In an attempt to capitalize on the differences
in total return from municipal  securities of differing  maturities,  maturities
may be varied  according to the structure and level of interest  rates,  and the
Fund Manager's expectations of changes therein.

         Emphasis on Relative  Valuation.  The  interest  rate (and hence price)
relationships  between different  categories of municipal securities of the same
or generally  similar  maturity  tend to change  constantly in reaction to broad
swings in interest rates and factors affecting relative supply and demand. These
temporary  disparities in normal yield relationships may afford opportunities to
invest  in  more  attractive  market  sectors  or  specific  issues  by  trading
securities currently held by the Fund.

         Market Trading  Opportunities.  In addition to the above,  the Fund may
engage in short-term trading (selling securities held for brief periods of time,
usually less than 3 months) if the Fund believes that such transactions,  net of
costs,  would  further the  attainment of that Fund's  objectives.  The needs of
different  classes of lenders and borrowers and their changing  preferences  and
circumstances  have  in  the  past  caused  market  dislocations   unrelated  to
Fundamental  creditworthiness  and trends in interest rates which have presented
market trading  opportunities.  There can be no assurance that such dislocations
will  occur in the future or that the Funds  will be able to take  advantage  of
them.  The Fund will  limit  its  voluntary  short-term  trading  to the  extent
necessary  to qualify as a  "regulated  investment  company"  under the Internal
Revenue Code.

         Special  Considerations:  Income Level and Credit  Risk.  To the extent
that  AARP  Insured  Tax  Free  General  Bond  Fund  holds   insured   municipal
obligations,  the income  earned on its shares  will tend to be less than for an
uninsured  portfolio of the same  securities.  The fund will amortize as income,
over the life of the respective  security issues, any original issue discount on
debt obligations (even where these are acquired in the after-market), and market
discount  on  short-term  U.S.  Government  securities.  The Fund will  elect to
amortize  the premium paid on  acquisition  of any premium  coupon  obligations.
Since such discounts and premiums will be recognized in the Fund's accounts over
the life of the respective  security  issues and included in the regular monthly
income distributions to shareholders, they will not give rise to taxable capital

                                       11
<PAGE>

gains or  losses.  However,  a  capital  gain may be  realized  upon the sale or
maturity and payment of certain obligations purchased at a market discount.

AARP Growth Funds

   
         (See  "AARP  Balanced  Stock and Bond  Fund,"  "AARP  Growth and Income
Fund," "AARP Blue Chip Index Fund," "AARP  Global  Growth  Fund," "AARP  Capital
Growth Fund," "AARP  International Stock Fund," "AARP Small Company Stock Fund,"
"INVESTMENT  OBJECTIVES AND POLICIES," and "OTHER  INVESTMENT  POLICIES AND RISK
FACTORS" in the Prospectus.)
    

         AARP Balanced  Stock and Bond Fund.  The AARP  Balanced  Stock and Bond
Fund's  investment  objective is to seek to provide  long-term growth of capital
and income  while  attempting  to keep the value of its shares  more stable than
other balanced mutual funds. The Fund pursues these objectives by investing in a
combination of stocks, bonds, and cash reserves.

         The Fund is intended to provide--through a single investment--access to
a wide variety of income-oriented  stocks and investment-grade bond investments.
Common stocks and other equity investments provide long-term growth potential to
help offset the effect of inflation on an investor's purchasing power. Bonds and
other fixed-income  investments  provide current income and may, over time, help
reduce fluctuations in the Fund's share price.

         In  seeking  a balance  of  growth  and  income,  as well as  long-term
preservation of capital,  the Fund invests in a diversified  portfolio of equity
and  fixed-income  securities.  At least  30% of the  Fund's  assets  will be in
fixed-income  securities,  with the remainder of its net assets in common stocks
and securities convertible into common stocks. For temporary defensive purposes,
the Fund  may  invest  without  limit in cash  and in  other  money  market  and
short-term  instruments when the Fund Manager deems such a position advisable in
light of economic or market conditions.

         The Fund will, on occasion,  adjust its mix of investments among equity
securities,  bonds,  and cash reserves.  In reallocating  investments,  the Fund
Manager weighs the relative values of different  asset classes and  expectations
for future returns.  In doing so, the Fund Manager analyzes,  on a global basis,
the  level  and  direction  of  interest   rates,   capital   flows,   inflation
expectations,  anticipated  growth of  corporate  profits,  monetary  and fiscal
policies around the world, and other related factors.

         The Fund  does  not take  extreme  investment  positions  as part of an
effort to "time the market." Shifts between stocks and fixed-income  investments
are  expected  to occur in  generally  small  increments  within the  guidelines
adopted in the prospectus and this Statement of Additional Information. The Fund
is designed as a conservative long-term investment.

         While the Fund  emphasizes  U.S.  equity  and debt  securities,  it may
invest without limit in foreign securities,  including depositary receipts.  The
Fund's  foreign  holdings  will meet the  criteria  applicable  to its  domestic
investments.  Foreign securities are intended to increase diversification,  thus
reducing risk, while providing the opportunity for higher returns.

         In addition,  the Fund may invest in  securities  on a  when-issued  or
forward  delivery  basis and may write (sell) covered call options on the equity
securities  it holds to  enhance  investment  return and may  purchase  and sell
options on stock indices for hedging purposes.  Subject to applicable regulatory
guidelines and solely to protect  against adverse effects of changes in interest
rates, the Fund may make limited use of financial futures contracts.

         Equity investments.  The Fund can invest up to 70% of its net assets in
equity  securities.  The Fund's  equity  investments  consist of common  stocks,
preferred  stocks and securities  convertible  into common stocks,  of companies
that, in the Fund Manager's  judgment,  will offer the  opportunity  for capital
growth and growth of earnings while providing dividends.  The Fund pursues these
objectives by investing  primarily in common stocks and  securities  convertible
into common stocks.  Over time, a stock which produces continued earnings growth
tends to produce higher dividends and stock values.

         The Fund invests in a variety of industries and  companies.  Changes in
the  Fund's   portfolio   securities   are  made  on  the  basis  of  investment
considerations and not for trading purposes.

                                       12
<PAGE>

         Fixed-income  investments.  To enhance income and  stability,  the Fund
will have at least 30% of its net assets  invested in  fixed-income  securities.
The Fund can invest in a broad range of corporate  bonds and notes,  convertible
bonds, and preferred and convertible preferred securities.  It may also purchase
U.S.   Government   securities   and   obligations   of  federal   agencies  and
instrumentalities  that are not  backed by the full faith and credit of the U.S.
Government,  such as  obligations  of the Federal  Home Loan Banks,  Farm Credit
Banks, and the Federal Home Loan Mortgage Corporation.  The Fund may also invest
in obligations of international agencies, foreign debt securities (both U.S. and
non-U.S. dollar denominated), mortgage-backed and other asset-backed securities,
municipal obligations,  zero coupon securities, and restricted securities issued
in private placements.

         For  liquidity  and  defensive  purposes,  the Fund may invest in money
market  securities  such  as  commercial  paper,   bankers'   acceptances,   and
certificates  of deposit issued by domestic and foreign  branches of U.S. banks.
The Fund  may  also  enter  into  repurchase  agreements  with  respect  to U.S.
Government securities.

         All of the Fund's debt  securities will be investment  grade,  that is,
rated Baa or above by  Moody's  or BBB by S&P.  Moreover,  at least 75% of these
securities  will be high grade,  that is, rated within the three highest quality
ratings  of Moody's  (Aaa,  Aa and A) or S&P (AAA,  AA and A),  or, if  unrated,
judged to be of equivalent quality as determined by the Fund Manager at the time
of  purchase.  Securities  must also meet credit  standards  applied by the Fund
Manager. Moreover, the Fund does not purchase debt securities rated below Baa by
Moody's or BBB by S&P.  Should the rating of a portfolio  security be downgraded
the Fund Manager will  determine  whether it is in the best interest of the Fund
to retain or dispose of the security.

         AARP  Growth and Income  Fund.  From  investments  primarily  in common
stocks and securities  convertible into common stocks, the Fund seeks to provide
long-term  capital  growth and income,  and to keep the value of its shares more
stable than other growth and income mutual funds.

         The Fund invests primarily in common stocks and securities  convertible
into common  stocks.  It also may invest in rights to purchase  common stocks of
companies  offering the prospect for capital growth and growth of earnings while
paying  current  dividends.  The  Fund  may  also  invest  in  preferred  stocks
consistent with the Fund's  objective.  Over time,  continued growth of earnings
tends to produce higher  dividends and to enhance  capital  value.  In addition,
since 1945,  the overall  performance  of common stocks has exceeded the rate of
inflation.  For  temporary  defensive  purposes,  the  Fund  may  also  purchase
high-quality  money market securities (such as U.S.  Treasury bills,  commercial
paper,   certificates  of  deposit  and  bankers'  acceptances)  and  repurchase
agreements  when the Fund  Manager  deems such a position  advisable in light of
economic or market conditions.

   
         AARP Blue Chip Index Fund.  Taking an indexing approach to investing in
common stocks,  the Fund seeks to provide  long-term  capital growth and income,
and to keep the value of its shares more  stable than a S&P 500 Index fund.  The
Fund seeks these dual  objectives by emphasizing  higher  dividend  stocks while
maintaining investment characteristics otherwise similar to the S&P 500 Index.

         The Fund attempts to remain fully  invested in common stocks of S&P 500
companies. Under normal circumstances,  the Fund will invest at least 95% of its
assets in common stocks, futures contracts and options, primarily on the S&P 500
Index.  The Fund,  using a proprietary  model,  selects common stocks of S&P 500
companies  that are expected to, on average,  pay higher  dividends than S&P 500
companies in the aggregate.  After the Fund's start-up phase, the portfolio will
typically  consist  of the common  stocks of  between  400 to 470 of the S&P 500
companies.  The  investment  approach is  "passive"  in that after the  dividend
screening  described above, there is no additional  financial analysis regarding
the securities held in the Fund. Under normal circumstances, the Fund may invest
up to 5% of its assets in certain  short-term fixed income securities  including
high quality money market  securities such as U.S.  Treasury  bills,  repurchase
agreements,  commercial  paper,  certificates  of deposit issued by domestic and
foreign branches of U.S. banks and bankers'  acceptances,  although cash or cash
equivalents  are  normally  expected  to  represent  less than 1% of the  Fund's
assets.  The Fund may invest up to 20% of its assets in stock futures  contracts
and options in order to invest uncommitted cash balances,  to maintain liquidity
to meet shareholder redemptions, or to minimize trading costs. The Fund will not
invest in cash  reserves,  futures  contracts  or options as part of a temporary
defensive  strategy,  such as lowering the Fund's investment in common stocks to
protect against potential stock market declines.

         The Fund is neither  sponsored by nor affiliated with Standard & Poor's
Corporation.
    

                                       13
<PAGE>

         AARP  Global  Growth  Fund.  From   investments   primarily  in  equity
securities of corporations worldwide,  the Fund seeks to offer long-term capital
growth in a globally diversified portfolio,  and to keep the value of its shares
more stable than other  global  equity  funds.  The Fund  invests on a worldwide
basis in equity securities of companies which are incorporated in the U.S. or in
foreign countries. It may also invest in the debt securities of U.S. and foreign
issuers. Income is an incidental consideration.

         The   management  of  the  Fund  believes  that  there  is  substantial
opportunity for long-term capital growth from a professionally managed portfolio
of  securities  selected  from the  U.S.  and  foreign  equity  markets.  Global
investing takes advantage of the investment opportunities created by the growing
integration  of  economies  around  the  world.  The  world  has  become  highly
integrated in economic,  industrial and financial terms.  Companies increasingly
operate  globally  as they  purchase  raw  materials,  produce  and  sell  their
products, and raise capital. As a result, international trends such as movements
in currency  and trading  relationships  are  becoming  more  important  to many
industries than purely domestic influences.  To understand a company's business,
it is  frequently  more  important to  understand  how it is linked to the world
economy than whether or not it is, for example, a U.S., French or Swiss company.
Just as a company takes a global  perspective in deciding  where to operate,  so
too may an investor  benefit from looking  globally in deciding which industries
are growing,  which  producers  are efficient  and which  companies'  shares are
undervalued. The Fund affords the investor access to opportunities wherever they
arise, without being constrained by the location of a company's  headquarters or
the trading market for its shares.

         The Fund  invests in  companies  that the Fund  Manager  believes  will
benefit from global  economic  trends,  promising  technologies  or products and
specific country opportunities  resulting from changing geopolitical,  currency,
or economic  relationships.  The Fund will  normally  invest at least 65% of its
total assets in securities of at least three different countries.  Typically, it
is  expected  that the  Fund  will  invest  in a wide  variety  of  regions  and
countries, including both foreign and U.S. issues. The Fund may be invested 100%
in non-U.S. issues, and for temporary defensive purposes may be invested 100% in
U.S.  issues,  although  under  normal  circumstances  it is expected  that both
foreign and U.S. investments will be represented in the Fund's portfolio.  It is
expected that investments will include  companies of varying size as measured by
assets, sales, or capitalization.

         The Fund may invest in high-quality money market instruments (including
U.S.  Treasury bills,  commercial paper,  certificates of deposit,  and bankers'
acceptances),  repurchase  agreements  and other debt  securities  for temporary
defensive  purposes  when the Fund  Manager  deems such a position  advisable in
light of economic or market conditions.

         AARP Capital Growth Fund. From  investments  primarily in common stocks
and  securities  convertible  into  common  stocks,  the Fund  seeks to  provide
long-term  capital growth,  and to keep the value of its shares more stable than
other  capital  growth  mutual funds.  Through a broadly  diversified  portfolio
consisting  primarily of high quality,  medium- to  large-sized  companies  with
strong  competitive  positions in their  industries the Fund seeks to offer less
share price  volatility  than many growth funds. It may also invest in rights to
purchase  common  stocks,  the growth  prospects  of which are greater than most
stocks  but which may also have  above-average  market  risk.  The Fund may also
invest in preferred stocks consistent with the Fund's objective.  The securities
in which the Fund may invest are described  under "AARP Capital  Growth Fund" in
the Prospectus.

         Investments in common stocks have a wide range of characteristics,  and
management of the Fund believes that opportunity for long-term growth of capital
may be found in all sectors of the market for publicly-traded equity securities.
Thus, the search for equity investments for the Fund may encompass any sector of
the market and  companies  of all sizes.  In addition,  since 1945,  the overall
performance  of  common  stocks  has  exceeded  the rate of  inflation.  It is a
fundamental  policy of the Fund,  which may not be changed without approval of a
majority  of the  Fund's  outstanding  shares  (see  "Investment  Restrictions",
herein,  for majority voting  requirements),  that the Fund will not concentrate
its investments in any particular industry. However, the Fund reserves the right
to  invest  up to 25% of its total  assets  (taken  at market  value) in any one
industry.

         The Fund may invest in high-quality money market instruments (including
U.S.  Treasury bills,  commercial paper,  certificates of deposit,  and bankers'
acceptances),  repurchase  agreements  and other debt  securities  for temporary
defensive  purposes  when the Fund  Manager  deems such a position  advisable in
light of economic or market conditions.

                                       14
<PAGE>

   
         AARP  International  Stock  Fund.  The Fund  seeks  to offer  long-term
capital growth from a diversified portfolio of foreign equity securities, and to
keep the value of its shares more stable than other international equity funds.

         The  Fund  generally   invests  in  equity  securities  of  established
dividend-paying  companies listed on foreign  exchanges within developed foreign
markets.  The Fund does not invest in emerging markets,  but instead focuses its
investments on the 21 developed foreign countries included in the Morgan Stanley
Capital International World ex USA Index. The Fund will normally invest at least
65% of its total assets in securities of at least three different countries.

         When the Fund Manager  believes  that it is  appropriate,  the Fund may
invest  up  to  20%  of  its  total  assets  in  investment-grade  foreign  debt
securities. Such debt securities include debt securities of foreign governments,
supranational  organizations and private issuers, including bonds denominated in
the European  Currency Unit (ECU).  Debt  investments will be selected on yield,
credit  quality,  and the outlooks  for  currency  and interest  rates trends in
different parts of the globe,  taking into account the ability to hedge a degree
of currency or local bond price risk.  The Fund may purchase  "investment-grade"
bonds,  which are those rated Aaa,  Aa, A or Baa by Moody's or AAA, AA, A or BBB
by S&P or, if unrated,  judged by the Fund Manager to be of equivalent  quality.
Securities  rated Baa by Moody's or BBB by S&P are neither highly  protected nor
poorly  secured.  Moody's  considers  bonds  it  rates  Baa to have  speculative
elements as well as investment-grade characteristics.

         For temporary defensive purposes,  the Fund may invest without limit in
high quality money market securities,  including U.S. Treasury bills, repurchase
agreements,  commercial  paper,  certificates  of deposit issued by domestic and
foreign branches of U.S. banks, bankers' acceptances, and other debt securities,
such as Canadian or U.S.  government  obligations or currencies,  corporate debt
instruments,  and  securities  of  companies  incorporated  in and having  their
principal  activities  in Canada or the U.S.  when the Fund Manager deems such a
position advisable in light of economic or market conditions.

         The  Fund may make  limited  use of  financial  futures  contracts  and
related options and may also invest in foreign currency exchange contracts.  The
Fund may write (sell) covered call options to enhance investment return, and may
purchase and sell options on stock indices for hedging purposes.

         AARP Small Company Stock Fund. From investments primarily in the stocks
of small U.S. companies, the Fund seeks to provide long-term capital growth, and
to keep the value of its shares  more  stable  than other  small  company  stock
funds.

         In pursuing its objective of long-term  growth of  principal,  the Fund
normally invests,  at least 80% of its assets in the common stocks of small U.S.
companies with market  capitalization  below $750 million.  Using a quantitative
investment  approach  developed  by  the  Fund  Manager,  the  Fund  focuses  on
securities of companies that are similar in size to those in the Russell 2000(R)
Index of small stocks that have dividend yields higher than the average of those
in the Index and that the Fund Manager believes are undervalued  relative to the
stocks in that Index. The Fund will sell securities of companies that have grown
in market  capitalization  above the maximum of this level as  necessary to keep
the Fund focused on small companies.

         The  Fund  takes  a   diversified   approach  to   investing  in  small
capitalization stocks which overall have dividend yields above the average yield
of the Russell 2000(R) Index. It will not be unusual for the Fund to hold stocks
of more  than one  hundred  small  companies,  representing  a  variety  of U.S.
industries.

         While the Fund invests  predominantly in common stocks, it can purchase
other types of equity securities  including preferred stocks (either convertible
or  nonconvertible),  rights and warrants.  Securities may be listed on national
exchanges  or  traded  over-the-counter.  The Fund may  invest  up to 20% of its
assets in U.S. Treasury, agency and instrumentality  obligations, may enter into
repurchase  agreements  and may  make use of  financial  futures  contracts  and
related  options.  The Fund may  purchase  and sell  options or futures on stock
indices for  hedging  purposes as a temporary  investment  to  accommodate  cash
flows.

         For temporary defensive purposes,  the Fund may invest without limit in
high quality money market securities,  including U.S. Treasury bills, repurchase
agreements,  commercial  paper,  certificates  of deposit issued by domestic and
foreign branches of U.S. banks, bankers' acceptances, and other debt securities,

                                       15
<PAGE>

such as U.S. government obligations and corporate debt instruments when the Fund
Manager  deems  such a  position  advisable  in  light  of  economic  or  market
conditions.

AARP Managed Investment Portfolios

         AARP Diversified  Income Portfolio.  AARP Diversified  Income Portfolio
seeks to provide current income with modest long-term  appreciation potential by
investing primarily in underlying AARP bond mutual funds.

         AARP Diversified Growth Portfolio. The Portfolio seeks long-term growth
of capital by investing primarily in underlying AARP stock mutual funds.

         Each  Portfolio may invest in any of the AARP Mutual Funds,  except for
those designed to provide tax-free income.

         Under normal market conditions,  each of the AARP Investment Portfolios
will invest within the investment ranges as described below:

          The Diversified  Income Portfolio will normally invest 60-80% of total
         assets in bond oriented  AARP Mutual Funds;  and 20-40% of total assets
         in AARP  stock  mutual  funds;  and  0-20% of total  assets  in cash or
         equivalents.

          The Diversified  Growth Portfolio will normally invest 60-80% of total
         assets in stock oriented AARP Mutual Funds;  and 20-40% of total assets
         in AARP bond mutual funds and/or cash equivalents.

         If, as a result of appreciation or depreciation, the percentage of each
Portfolio's  assets invested in the above categories exceeds or is less than the
applicable range, the Fund Manager will consider, in its discretion,  whether to
reallocate the assets of each Portfolio to comply with the stated ranges.

         Each Portfolio  will purchase or sell shares of underlying  AARP mutual
funds to: (a) accommodate  purchases and sales of each Portfolio's  shares,  (b)
change  the  percentages  of each  Portfolio's  assets  invested  in each of the
underlying AARP mutual funds in response to changing market conditions,  and (c)
maintain or modify the allocation of each Portfolio's  assets in accordance with
the investment mix described  above. To provide for redemptions or for temporary
defensive  purposes,  each  Portfolio  may invest  without limit in cash or cash
equivalents,   including  repurchase  agreements,   commercial  paper,  bankers'
acceptances, and certificates of deposit issued by domestic and foreign branches
of U.S. banks.

         For  information  about  the  investment  objectives  of  each  of  the
underlying AARP mutual funds, please refer to the description of each underlying
AARP mutual fund contained in the sections preceding this section.
    

Special Investment Policies of the AARP Funds

         (See "OTHER INVESTMENT POLICIES AND RISK FACTORS" in the Prospectus.)

         U.S. Government  Securities.  U.S. Treasury  securities,  backed by the
full faith and credit of the U.S.  Government,  include a variety of  securities
which differ in their interest rates, maturities and times of issuance. Treasury
bills have original maturities of one year or less. Treasury notes have original
maturities  of one to ten years  and  Treasury  bonds  generally  have  original
maturities of greater than ten years.

         U.S. Government agencies and instrumentalities which issue or guarantee
securities  include,  for example,  the Export-Import Bank of the United States,
the Farmers Home Administration, the Federal Home Loan Mortgage Corporation, the
Federal National Mortgage Association, the Small Business Administration and the
Federal  Farm  Credit  Bank.   Obligations   of  some  of  these   agencies  and
instrumentalities,  such as the  Export-Import  Bank,  are supported by the full
faith and credit of the United  States;  others,  such as the  securities of the
Federal  Home Loan  Bank,  by the  ability  of the  issuer  to  borrow  from the
Treasury;  while still others, such as the securities of the Federal Farm Credit
Bank, are supported only by the credit of the issuer.  No assurance can be given
that the U.S.  Government would provide financial support to the latter group of
U.S. Government instrumentalities, as it is not obligated to do so.

                                       16
<PAGE>

         Interest rates on U.S. Government  obligations which the AARP Funds may
purchase may be fixed or variable.  Interest rates on variable rate  obligations
are adjusted at regular  intervals,  at least  annually,  according to a formula
reflecting then current  specified  standard rates, such as 91-day U.S. Treasury
bill rates. These adjustments tend to reduce fluctuations in the market value of
the securities.

         Municipal Obligations.  Municipal obligations held by AARP High Quality
Tax Free Money Fund and AARP Insured Tax Free General Bond Fund are issued by or
on behalf of states,  territories and possessions of the United States and their
political  subdivisions,  agencies  and  instrumentalities  and the  District of
Columbia to obtain  funds for various  public  purposes.  The  interest on these
obligations  is generally  exempt from  federal  income tax in the hands of most
investors.  The two  principal  classifications  of  municipal  obligations  are
"notes"  and  "bonds."  Municipal  notes  are  generally  used  to  provide  for
short-term  capital  needs and  generally  have  maturities of one year or less.
Municipal notes include:  Tax Anticipation  Notes;  Revenue  Anticipation Notes;
Bond Anticipation Notes; and Construction Loan Notes.

         Tax  Anticipation  Notes are sold to finance  working  capital needs of
municipalities.  They are generally  payable from specific tax revenues expected
to be  received  at a future  date.  Revenue  Anticipation  Notes are  issued in
expectation  of receipt of other types of revenue.  Tax  Anticipation  Notes and
Revenue  Anticipation  Notes are  generally  issued in  anticipation  of various
seasonal  revenue  such  as  income,   sales,  use  and  business  taxes.   Bond
Anticipation  Notes are sold to provide interim  financing and Construction Loan
Notes are sold to provide  construction  financing.  These  notes are  generally
issued in  anticipation  of long-term  financing  in the market.  In most cases,
these  monies  provide for the  repayment  of the notes.  After the projects are
successfully  completed and accepted,  many projects receive permanent financing
through the FHA under "Fannie Mae" (the Federal National  Mortgage  Association)
or GNMA.  There are,  of  course,  a number of other  types of notes  issued for
different purposes and secured differently than those described above.

         Municipal  bonds,  which meet  longer-term  capital needs and generally
have  maturities  of  more  than  one  year  when  issued,  have  two  principal
classifications: "general obligation" bonds and "revenue" bonds.

         Issuers of general obligation bonds include states,  counties,  cities,
towns and regional districts. The proceeds of these obligations are used to fund
a wide range of public  projects  including the  construction  or improvement of
schools,  highways  and roads,  water and sewer  systems  and a variety of other
public purposes.  The basic security of general obligation bonds is the issuer's
pledge of its full faith,  credit, and taxing power for the payment of principal
and  interest.  The taxes that can be levied for the payment of debt service may
be limited or unlimited as to rate or amount or special assessments.

         The principal security for a revenue bond is generally the net revenues
derived from a  particular  facility or group of  facilities  or, in some cases,
from the proceeds of a special excise or other specific revenue source.  Revenue
bonds have been  issued to fund a wide  variety of capital  projects  including:
electric, gas, water and sewer systems;  highways, bridges and tunnels; port and
airport  facilities;  colleges and  universities;  and  hospitals.  Although the
principal  security  behind these bonds varies widely,  many provide  additional
security in the form of a debt  service  reserve  fund whose  monies may also be
used to make  principal  and  interest  payments  on the  issuer's  obligations.
Housing finance authorities have a wide range of security including partially or
fully-insured,  rent-subsidized and/or collateralized mortgages,  and/or the net
revenues  from housing or other public  projects.  In addition to a debt service
reserve fund some authorities  provide further security in the form of a state's
ability  (without  obligation) to make up deficiencies in the debt reserve fund.
Lease rental bonds issued by a state or local authority for capital projects are
secured  by annual  lease  rental  payments  from the state or  locality  to the
authority sufficient to cover debt service on the authority's obligations.

         Some issues of municipal  bonds are payable from United States Treasury
bonds and notes held in escrow by a Trustee,  frequently a commercial  bank. The
interest and principal on these U.S. Government securities are sufficient to pay
all interest and principal  requirements  of the municipal  securities when due.
Some escrowed  Treasury  securities are used to retire  municipal bonds at their
earliest  call date,  while others are used to retire  municipal  bonds at their
maturity.

                                       17
<PAGE>

         Private  activity  bonds,   although   nominally  issued  by  municipal
authorities,  are generally not secured by the taxing power of the  municipality
but are secured by the revenues of the  authority  derived  from  payments by an
industrial or other non-governmental user.

         Securities purchased for either Fund may include variable/floating rate
instruments,  variable mode instruments,  put bonds, and other obligations which
have a specified maturity date but also are payable before maturity after notice
by the holder ("demand obligations").  Demand obligations are considered for the
AARP Funds' purposes to mature at the demand date.

         There  are,  in  addition,  a variety of hybrid  and  special  types of
municipal  obligations  as well  as  numerous  differences  in the  security  of
municipal obligations both within and between the two principal  classifications
(i.e., notes and bonds) discussed above.

         An entire issue of municipal  obligations  may be purchased by one or a
small number of  institutional  investors such as the AARP Funds.  Thus, such an
issue may not be said to be publicly  offered.  Unlike  securities which must be
registered  under the  Securities  Act of 1933 prior to offer and sale unless an
exemption from such registration is available,  municipal  obligations which are
not publicly offered may nevertheless be readily marketable.  A secondary market
exists for municipal obligations which have not been publicly offered initially.
Obligations  purchased for a Fund are subject to the  limitations on holdings of
securities which are not readily marketable based on whether it may be sold in a
reasonable time consistent  with the customs of the municipal  markets  (usually
seven days) at a price (or interest rate) which accurately reflects its recorded
value.  The AARP Funds  believe that the quality  standards  applicable to their
investments   enhance   marketability.   In  addition,   stand-by   commitments,
participation interests and demand obligations also enhance marketability.

         For  the  purpose  of the  AARP  Funds'  investment  restrictions,  the
identification  of the "issuer" of municipal  obligations  which are not general
obligation bonds is made by the Fund Manager on the basis of the characteristics
of the  obligation  as described  above,  the most  significant  of which is the
source of funds for the payment of principal and interest on such obligations.

         Municipal Lease Obligations and Participation Interests.  Participation
interests  represent  undivided  interests  in  municipal  leases,   installment
purchase contracts,  conditional sales contracts or other instruments. These are
typically  issued by a Trust or other entity which has received an assignment of
the payments to be made by the state or political  subdivision under such leases
or contracts.

         Each AARP Tax Free Fund may purchase from banks participation interests
in all or part of  specific  holdings of  municipal  obligations,  provided  the
participation  interest is fully  insured.  Each  participation  is backed by an
irrevocable  letter of credit or  guarantee  of the  selling  bank that the AARP
Funds' investment  adviser has determined meets the prescribed quality standards
of the Fund. Thus either the credit of the issuer of the municipal obligation or
the selling bank,  or both,  will meet the quality  standards of the  particular
Fund. Each Fund has the right to sell the  participation  back to the bank after
seven days' notice for the full principal  amount of the Fund's  interest in the
municipal obligation plus accrued interest,  but only (1) as required to provide
liquidity to the Fund,  (2) to maintain a high quality  investment  portfolio or
(3) upon a default under the terms of the municipal obligation. The selling bank
will receive a fee from the Fund in  connection  with the  arrangement.  Neither
Fund will  purchase  participation  interests  unless it  receives an opinion of
counsel or a ruling of the Internal Revenue Service satisfactory to the Trustees
that  interest  earned by that Fund on municipal  obligations  on which it holds
participation interests is exempt from Federal income tax.

         A municipal lease obligation may take the form of a lease,  installment
purchase  contract or  conditional  sales contract which is issued by a state or
local  government  and  authorities to acquire land,  equipment and  facilities.
Income from such  obligations is generally  exempt from state and local taxes in
the state of issuance.  Municipal lease obligations  frequently  involve special
risks not normally  associated with general obligations or revenue bonds. Leases
and installment  purchase or conditional  sale contracts (which normally provide
for title in the leased asset to pass  eventually  to the  governmental  issuer)
have  evolved  as a means for  governmental  issuers  to  acquire  property  and
equipment without meeting the constitutional and statutory  requirements for the
issuance of debt. The debt issuance  limitations  are deemed to be  inapplicable
because of the  inclusion  in many leases or  contracts  of  "non-appropriation"
clauses that relieve the  governmental  issuer of any  obligation to make future

                                       18
<PAGE>

payments  under the lease or  contract  unless  money is  appropriated  for such
purpose by the appropriate legislative body on a yearly or other periodic basis.
In addition,  such leases or contracts may be subject to the temporary abatement
of payments in the event the issuer is prevented from  maintaining  occupancy of
the leased premises or utilizing the leased equipment.  Although the obligations
may be secured by the leased  equipment or  facilities,  the  disposition of the
property in the event of  nonappropriation or foreclosure might prove difficult,
time  consuming and costly,  and result in a delay in recovery or the failure to
fully recover a Fund's original investment.

         Certain municipal lease obligations and participation  interests may be
deemed  illiquid  for the  purpose  of a Fund's  limitation  on  investments  in
illiquid  securities.   Other  municipal  lease  obligations  and  participation
interests  acquired by a Fund may be determined by the Fund Manager to be liquid
securities for the purpose of such  limitation.  In determining the liquidity of
municipal lease obligations and participation  interests,  the Fund Manager will
consider a variety of factors  including:  (1) the willingness of dealers to bid
for the  security;  (2) the number of dealers  willing to  purchase  or sell the
obligation and the number of other potential buyers; (3) the frequency of trades
or quotes for the obligation;  and (4) the nature of the marketplace  trades. In
addition,  the Fund Manager will consider  factors  unique to  particular  lease
obligations and participation  interests  affecting the  marketability  thereof.
These include the general  creditworthiness of the issuer, the importance to the
issuer  of the  property  covered  by the  lease  and the  likelihood  that  the
marketability  of the  obligation  will be  maintained  throughout  the time the
obligation is held by a Fund.

         A  Fund  may  purchase  participation   interests  in  municipal  lease
obligations  held by a  commercial  bank or other  financial  institution.  Such
participations provide a Fund with the right to a pro rata undivided interest in
the underlying  municipal lease obligations.  In addition,  such  participations
generally  provide a Fund with the  right to  demand  payment,  on not more than
seven days' notice, of all or any part of such Fund's participation  interest in
the underlying municipal lease obligation, plus accrued interest. Each Fund will
only invest in such  participations if, in the opinion of bond counsel,  counsel
for the issuers of such  participations or counsel selected by the Fund Manager,
the interest from such  participations is exempt from regular federal income tax
and state income tax for each state specific fund.

         Stand-by Commitments. Pursuant to an exemptive order from the SEC, each
AARP Tax Free Fund may  acquire  "stand-by  commitments,"  which will enable the
Fund to improve its portfolio liquidity by making available same-day settlements
on sales of its securities. A stand-by commitment is a right acquired by a Fund,
when it  purchases  a  municipal  obligation  from a  broker,  dealer  or  other
financial  institution  ("seller"),  to sell up to the same principal  amount of
such securities back to the seller,  at the Fund's option, at a specified price.
Stand-by  commitments are also known as "puts." Each Fund's investment  policies
permit the acquisition of stand-by  commitments  solely to facilitate  portfolio
liquidity and not to protect  against  changes in the market price of the Fund's
portfolio securities. The exercise by a Fund of a stand-by commitment is subject
to the ability of the other party to fulfill its contractual commitment.

         Stand-by  commitments  acquired  by a  Fund  will  have  the  following
features:  (1) they will be in writing and will be physically held by the Fund's
custodian;  (2) a Fund's  right  to  exercise  them  will be  unconditional  and
unqualified;  (3) they will be entered into only with sellers  which in the Fund
Manager's  opinion  present a minimal  risk of default;  (4)  although  stand-by
commitments will not be transferable, municipal obligations purchased subject to
such  commitments  may be sold to a third  party at any time,  even  though  the
commitment is  outstanding;  and (5) their exercise price will be (i) the Fund's
acquisition  cost  (excluding any accrued  interest which the Fund paid on their
acquisition),  less any amortized market premium or plus any amortized  original
issue discount  during the period the Fund owned the  securities,  plus (ii) all
interest accrued on the securities since the last interest payment date.

         Each Fund expects that stand-by commitments generally will be available
without  the  payment  of any  direct or  indirect  consideration.  However,  if
necessary  or  advisable,  a Fund  will  pay for  stand-by  commitments,  either
separately  in cash or by paying a higher price for portfolio  securities  which
are acquired subject to the commitments. As a matter of policy, the total amount
"paid" by a Fund in either manner for outstanding  stand-by commitments will not
exceed 1/2 of 1% of the value of its total assets  calculated  immediately after
any stand-by commitment is acquired.

         It is  difficult  to evaluate the  likelihood  of use or the  potential
benefit of a stand-by  commitment.  Therefore,  it is expected that the Trustees
will determine that stand-by commitments ordinarily have a "fair value" of zero,
regardless of whether any direct or indirect consideration was paid. However, if
the market price of the security subject to the stand-by commitment is less than
the exercise price of the stand-by commitment,  such security will ordinarily be

                                       19
<PAGE>

valued at such exercise price. Where a Fund has paid for a stand-by  commitment,
its cost will be  reflected as  unrealized  depreciation  for the period  during
which the commitment is held.

         There is no assurance that stand-by  commitments will be available to a
Fund nor does  either Fund assume  that such  commitments  would  continue to be
available under all market conditions.

         Third Party Puts.  The AARP Tax Free Funds may also purchase  long-term
fixed rate bonds that have been coupled with an option  granted by a third party
financial  institution allowing a Fund at specified intervals (not exceeding 397
calendar  days in the case of AARP High  Quality  Tax Free Money Fund) to tender
(or "put") the bonds to the institution and receive the face value thereof (plus
accrued  interest).  These third party puts are  available in several  different
forms, may be represented by custodial receipts or Trust certificates and may be
combined with other  features  such as interest rate swaps.  The Fund receives a
short-term rate of interest (which is periodically reset), and the interest rate
differential between that rate and the fixed rate on the bond is retained by the
financial  institution.  The financial  institution granting the option does not
provide  credit  enhancement,  and in the event  that  there is a default in the
payment of principal or interest,  or downgrading of a bond to below  investment
grade, or a loss of the bond's tax-exempt  status, the put option will terminate
automatically,  the risk to the Fund will be that of  holding  such a  long-term
bond  and the  weighted  average  maturity  of the  Fund's  portfolio  would  be
adversely affected.

         These  bonds  coupled  with puts may present the same tax issues as are
associated  with  Stand-By  Commitments  discussed  above.  As with any Stand-By
Commitments  acquired by the Funds,  each Fund intends to take the position that
it is the owner of any municipal  obligation  acquired  subject to a third-party
put,  and  that  tax-exempt  interest  earned  with  respect  to such  municipal
obligations  will be  tax-exempt  in its hands.  There is no assurance  that the
Internal  Revenue Service will agree with such position in any particular  case.
Additionally, the federal income tax treatment of certain other aspects of these
investments,  including  the  treatment  of tender  fees and swap  payments,  in
relation to various  regulated  investment  company tax  provisions  is unclear.
However,  the Fund Manager  intends to manage the Funds'  portfolios in a manner
designed to minimize any adverse impact from these investments.

         Repurchase Agreements. Each of the AARP Funds may enter into repurchase
agreements  with  any  member  bank  of  the  Federal  Reserve  System  and  any
broker-dealers which are recognized as a reporting government securities dealer,
whose  creditworthiness  has been  determined by the Fund Manager to be at least
equal to that of issuers of commercial paper rated within the two highest grades
assigned by any of the  nationally-recognized  rating services including Moody's
and S&P,  two of the most widely  recognized  rating  services  for the types of
securities in which a Fund invests.  A repurchase  agreement,  which  provides a
means for a Fund to earn income on monies for periods as short as overnight,  is
an arrangement  under which the purchaser  (i.e.,  the Fund) acquires a security
("Obligation")  and the seller  agrees,  at the time of sale, to repurchase  the
Obligation at a specified  time and price.  The  repurchase  price may be higher
than the  purchase  price,  the  difference  being  income to the  Fund,  or the
purchase and repurchase  prices may be the same,  with interest at a stated rate
due to the Fund at the time of  repurchase.  In either  case,  the income to the
Fund is unrelated to the interest rate on the Obligation itself. For purposes of
the  Investment  Company Act of 1940,  as  amended,  ("1940  Act") a  repurchase
agreement  is  deemed  to be a loan  to the  seller  of  the  Obligation  and is
therefore  covered by each Fund's  investment  restriction  applicable to loans.
Each  repurchase  agreement  entered into by a Fund  requires that if the market
value of the  Obligation  becomes  less  than the  repurchase  price  (including
interest), a Fund will direct the seller of the Obligation,  on a daily basis to
deliver additional securities so that the market value of all securities subject
to the repurchase  agreement will equal or exceed the repurchase  price.  In the
event  that a Fund  is  unsuccessful  in  seeking  to  enforce  the  contractual
obligation  to deliver  additional  securities,  and the seller  defaults on its
obligation to repurchase, the Fund bears the risk of any drop in market value of
the Obligation(s).  In the event that bankruptcy or insolvency  proceedings were
commenced with respect to a bank or  broker-dealer  before its repurchase of the
Obligation, a Fund may encounter delay and incur costs before being able to sell
the  security.  Delays may  involve  loss of interest or decline in price of the
Obligation.  In the case of  repurchase  agreements,  it is not clear  whether a
court would  consider a repurchase  agreement  as being owned by the  particular
Fund  or as  being  collateral  for a loan  by the  Fund.  If a  court  were  to
characterize the transaction as a loan and the Fund had not perfected a security
interest in the Obligation,  the Fund could be required to return the Obligation
to the bank's  estate and be treated as an unsecured  creditor.  As an unsecured
creditor,  the Fund would be at the risk of losing some or all of the  principal
and income involved in that transaction.  The Fund Manager seeks to minimize the
risk of loss through repurchase  agreements by analyzing the creditworthiness of
the obligor, in this case the seller of the Obligations.

                                       20
<PAGE>

         Securities  subject to a repurchase  agreement are held in a segregated
account, and the amount of such securities is adjusted so as to provide a market
value at least equal to the repurchase price on a daily basis.

   
         Each of the AARP  Income  Funds  has  adopted  a  policy,  which may be
changed without the vote of the  shareholders of those funds, not to invest more
than 50% of its total assets in repurchase agreements.  In addition, none of the
AARP Funds may invest more than 10% of its net assets in  repurchase  agreements
maturing  in more than  seven  days.  (See  "Investment  Restrictions",  herein,
regarding requirements for a majority vote.)

Mortgage-Backed  Securities and Mortgage Pass-Through Securities.  The AARP High
Quality Bond Fund,  the AARP Bond Fund for Income,  and the AARP Balanced  Stock
and Bond Fund may invest in mortgage-backed  securities,  which are interests in
pools of  mortgage  loans,  including  mortgage  loans made by savings  and loan
institutions,  mortgage bankers,  commercial banks and others. The AARP GNMA and
U.S. Treasury Fund invests in mortgage-backed securities guaranteed primarily by
the  Government  National  Mortgage  Association.  Pools of  mortgage  loans are
assembled  as  securities  for  sale  to  investors  by  various   governmental,
government-related  and private  organizations  as further  described below. The
AARP  High  Quality  Bond  Fund,  the AARP Bond  Fund for  Income,  and the AARP
Balanced  Stock  and Bond  Fund may also  invest  in debt  securities  which are
secured  with   collateral   consisting  of   mortgage-backed   securities  (see
"Collateralized  Mortgage Obligations"),  and in other types of mortgage-related
securities.
    

         A decline in interest  rates may lead to a faster rate of  repayment of
the  underlying  mortgages,  and expose the Fund to a lower rate of return  upon
reinvestment. To the extent that such mortgage-backed securities are held by the
Fund, the prepayment right will tend to limit to some degree the increase in net
asset value of the Fund because the value of the mortgage-backed securities held
by the Fund may not  appreciate  as  rapidly as the price of  non-callable  debt
securities.

   
         When interest  rates rise,  mortgage  prepayment  rates  decline,  thus
lengthening  the life of a  mortgage-related  security and  increasing the price
volatility  of that  security,  affecting  the price  volatility  of the  Fund's
shares.
    

         Interests  in pools of  mortgage-backed  securities  differ  from other
forms of debt  securities,  which  normally  provide  for  periodic  payment  of
interest in fixed amounts with principal  payments at maturity or specified call
dates.  Instead,  these  securities  provide a monthly payment which consists of
both  interest  and  principal  payments.   In  effect,  these  payments  are  a
"pass-through" of the monthly payments made by the individual borrowers on their
mortgage  loans,  net of any  fees  paid  to the  issuer  or  guarantor  of such
securities.  Additional payments are caused by repayments of principal resulting
from the sale of the underlying  property,  refinancing or  foreclosure,  net of
fees or costs which may be incurred.  Some mortgage-related  securities (such as
securities issued by the Government National Mortgage Association) are described
as "modified  pass-through."  These securities entitle the holder to receive all
interest and principal  payments owed on the mortgage pool, net of certain fees,
at the  scheduled  payment  dates  regardless  of whether  or not the  mortgagor
actually makes the payment.

         The principal governmental guarantor of mortgage-related  securities is
the Government National Mortgage  Association  ("GNMA").  GNMA is a wholly-owned
U.S.  Government   corporation  within  the  Department  of  Housing  and  Urban
Development.  GNMA is authorized to guarantee, with the full faith and credit of
the U.S. Government,  the timely payment of principal and interest on securities
issued by institutions  approved by GNMA (such as savings and loan institutions,
commercial  banks and mortgage  bankers) and backed by pools of  FHA-insured  or
VA-guaranteed mortgages.  These guarantees,  however, do not apply to the market
value or yield of  mortgage-backed  securities  or to the value of Fund  shares.
Also, GNMA  securities  often are purchased at a premium over the maturity value
of the underlying mortgages.  This premium is not guaranteed and will be lost if
prepayment occurs.

         Government-related  guarantors  (i.e., not backed by the full faith and
credit of the U.S. Government) include the Federal National Mortgage Association
("FNMA") and the Federal Home Loan  Mortgage  Corporation  ("FHLMC").  FNMA is a
government-sponsored  corporation owned entirely by private stockholders.  It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases  conventional  (i.e., not insured or guaranteed by any government
agency) mortgages from a list of approved  seller/servicers  which include state
and  federally-chartered  savings and loan  associations,  mutual savings banks,
commercial banks and credit unions and mortgage bankers. Pass-through securities
issued by FNMA are  guaranteed as to timely payment of principal and interest by
FNMA but are not backed by the full faith and credit of the U.S. Government.

                                       21
<PAGE>

         FHLMC is a corporate  instrumentality  of the U.S.  Government  and was
created by Congress in 1970 for the purpose of increasing  the  availability  of
mortgage  credit  for  residential  housing.  Its  stock is owned by the  twelve
Federal Home Loan Banks. FHLMC issues  Participation  Certificates ("PCs") which
represent  interests in conventional  mortgages from FHLMC's national portfolio.
FHLMC  guarantees  the timely  payment of interest  and ultimate  collection  of
principal,  but PCs are not  backed  by the full  faith  and  credit of the U.S.
Government.

         Commercial  banks,  savings  and loan  institutions,  private  mortgage
insurance  companies,  mortgage  bankers and other secondary market issuers also
create  pass-through pools of conventional  mortgage loans. Such issuers may, in
addition,  be the originators and/or servicers of the underlying  mortgage loans
as well as the guarantors of the mortgage-related  securities.  Pools created by
such  non-governmental  issuers  generally  offer a higher rate of interest than
government and government-related  pools because there are no direct or indirect
government or agency guarantees of payments. However, timely payment of interest
and  principal of these pools may be supported by various  forms of insurance or
guarantees,  including  individual  loan,  title,  pool and hazard insurance and
letters of credit.  The  insurance  and  guarantees  are issued by  governmental
entities,  private  insurers  and  the  mortgage  poolers.  Such  insurance  and
guarantees and the creditworthiness of the issuers thereof will be considered in
determining  whether a  mortgage-related  security  meets the Fund's  investment
quality  standards.  There can be no  assurance  that the  private  insurers  or
guarantors can meet their obligations under the insurance  policies or guarantee
arrangements.  The Fund may buy mortgage-related securities without insurance or
guarantees,  if through an examination  of the loan  experience and practices of
the  originators/servicers  and poolers,  the Fund Manager  determines  that the
securities  meet the  Fund's  quality  standards.  Although  the market for such
securities is becoming increasingly liquid, securities issued by certain private
organizations may not be readily marketable.

   
Collateralized  Mortgage Obligations ("CMO"s).  The AARP High Quality Bond Fund,
the AARP Bond Fund for  Income,  and the AARP  Balanced  Stock and Bond Fund may
invest in CMOs which are  hybrids  between  mortgage-backed  bonds and  mortgage
pass-through  securities.  Similar to a bond, interest and prepaid principal are
paid, in most cases, semiannually.  CMOs may be collateralized by whole mortgage
loans  but  are  more  typically   collateralized   by  portfolios  of  mortgage
pass-through  securities  guaranteed by GNMA,  FHLMC,  or FNMA, and their income
streams.
    

         CMOs are  structured  into multiple  classes,  each bearing a different
stated  maturity.  Actual  maturity  and  average  life  will  depend  upon  the
prepayment  experience  of the  collateral.  CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying mortgages,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired.  An investor is partially  guarded against a sooner than desired return
of principal because of the sequential payments.

         In a typical CMO  transaction,  a corporation  issues multiple  series,
(e.g.,  A, B, C, Z) of CMO bonds  ("Bonds").  Proceeds of the Bond  offering are
used to purchase mortgages or mortgage pass-through certificates ("Collateral").
The  Collateral  is pledged to a third party  trustee as security for the Bonds.
Principal and interest payments from the Collateral are used to pay principal on
the Bonds in the order A, B, C, Z. The Series A, B, and C bonds all bear current
interest.  Interest on the Series Z Bond is accrued and added to principal and a
like amount is paid as principal on the Series A, B, or C Bond  currently  being
paid  off.  When the  Series A, B, and C Bonds  are paid in full,  interest  and
principal on the Series Z Bond begins to be paid currently.  With some CMOs, the
issuer  serves as a conduit to allow loan  originators  (primarily  builders  or
savings and loan associations) to borrow against their loan portfolios.

   
Other Asset-Backed  Securities.  The  securitization  techniques used to develop
mortgage-backed  securities  are now being  applied to a broad  range of assets.
Through the use of trusts and special  purpose  corporations,  various  types of
assets, including automobile loans, computer leases and credit card receivables,
are  being  securitized  in  pass-through  structures  similar  to the  mortgage
pass-through  structures  described  above or in a structure  similar to the CMO
structure. Consistent with the AARP High Quality Bond Fund's, the AARP Bond Fund
for Income's,  and the AARP Balanced Stock and Bond Fund's investment objectives
and  policies,  the Funds may  invest in these and other  types of  asset-backed
securities  that may be  developed  in the future.  In general,  the  collateral
supporting  these  securities is of shorter  maturity than mortgage loans and is
less  likely  to   experience   substantial   prepayments   with  interest  rate
fluctuations.
    

                                       22
<PAGE>

         Several types of  asset-backed  securities have already been offered to
investors, including Certificates of Automobile ReceivablesSM ("CARSSM"). CARSSM
represent  undivided  fractional  interests  in a trust  ("Trust")  whose assets
consist  of a pool of motor  vehicle  retail  installment  sales  contracts  and
security interests in the vehicles securing the contracts. Payments of principal
and interest on CARSSM are passed through  monthly to certificate  holders,  and
are  guaranteed up to certain  amounts and for a certain time period by a letter
of credit  issued by a financial  institution  unaffiliated  with the trustee or
originator of the Trust. An investor's return on CARSSM may be affected by early
prepayment of principal on the underlying vehicle sales contracts. If the letter
of credit is  exhausted,  the Trust may be  prevented  from  realizing  the full
amount  due  on  a  sales  contract   because  of  state  law  requirements  and
restrictions  relating to  foreclosure  sales of vehicles  and the  obtaining of
deficiency judgments following such sales or because of depreciation,  damage or
loss  of a  vehicle,  the  application  of  federal  and  state  bankruptcy  and
insolvency  laws,  or  other  factors.  As a  result,  certificate  holders  may
experience delays in payments or losses if the letter of credit is exhausted.

         Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the benefit
of any security  interest in the related  assets.  Credit card  receivables  are
generally  unsecured and the debtors are entitled to the  protection of a number
of state and federal  consumer  credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards,  thereby reducing the
balance due. There is the possibility that recoveries on repossessed  collateral
may not, in some cases, be available to support payments on these securities.

         Asset-backed   securities   are  often  backed  by  a  pool  of  assets
representing  the  obligations of a number of different  parties.  To lessen the
effect of  failures  by  obligors on  underlying  assets to make  payments,  the
securities  may  contain   elements  of  credit  support  which  fall  into  two
categories:  (i)  liquidity  protection,  and  (ii)  protection  against  losses
resulting  from  ultimate  default  by an  obligor  on  the  underlying  assets.
Liquidity  protection  refers to the  provision  of  advances,  generally by the
entity  administering the pool of assets, to ensure that the receipt of payments
on the underlying  pool occurs in a timely  fashion.  Protection  against losses
results from payment of the insurance  obligations  on at least a portion of the
assets in the pool. This protection may be provided through guarantees, policies
or letters of credit  obtained  by the  issuer or  sponsor  from third  parties,
through various means of structuring the transaction or through a combination of
such  approaches.  The Fund will not pay any  additional  or  separate  fees for
credit  support.  The  degree  of  credit  support  provided  for each  issue is
generally  based on historical  information  respecting the level of credit risk
associated  with the  underlying  assets.  Delinquency or loss in excess of that
anticipated or failure of the credit support could  adversely  affect the return
on an investment in such a security.

         The  Funds  may also  invest  in  residual  interests  in  asset-backed
securities.  In the case of  asset-backed  securities  issued in a  pass-through
structure,  the cash flow generated by the underlying  assets is applied to make
required payments on the securities and to pay related administrative  expenses.
The residual in an asset-backed security  pass-through  structure represents the
interest in any excess cash flow remaining after making the foregoing  payments.
The  amount  of  residual  cash  flow  resulting  from  a  particular  issue  of
asset-backed  securities will depend on, among other things, the characteristics
of the  underlying  assets,  the  coupon  rates  on the  securities,  prevailing
interest rates, the amount of administrative  expenses and the actual prepayment
experience  on  the  underlying  assets.  Asset-backed  security  residuals  not
registered  under the  Securities Act of 1933 (the "1933 Act") may be subject to
certain  restrictions on  transferability.  In addition,  there may be no liquid
market for such securities.

         The  availability  of  asset-backed   securities  may  be  affected  by
legislative or regulatory  developments.  It is possible that such  developments
may  require  the  Funds  to  dispose  of any  then  existing  holdings  of such
securities.

         Zero Coupon  Securities.  The AARP Balanced Stock and Bond Fund and the
AARP Global Growth Fund may invest in zero coupon  securities  which pay no cash
income and are sold at substantial discounts from their value at maturity.  When
held to maturity,  their entire income, which consists of accretion of discount,
comes from the  difference  between the issue price and their value at maturity.
Zero coupon  securities  are subject to greater market value  fluctuations  from
changing  interest rates than debt  obligations of comparable  maturities  which
make current  distributions of interest (cash). Zero coupon securities which are
convertible into common stock offer the opportunity for capital  appreciation as
increases (or decreases) in market value of such  securities  closely follow the
movements  in the market  value of the  underlying  common  stock.  Zero  coupon
convertible  securities  generally  are  expected to be less  volatile  than the
underlying common stocks, as they usually are issued with maturities of 15 years
or less and are issued with options and/or  redemption  features  exercisable by
the holder of the  obligation  entitling the holder to redeem the obligation and
receive a defined cash payment.

                                       23
<PAGE>

         Zero coupon securities  include  securities issued directly by the U.S.
Treasury,  and U.S. Treasury bonds or notes and their unmatured interest coupons
and  receipts  for  their  underlying  principal  ("coupons")  which  have  been
separated by their holder,  typically a custodian  bank or investment  brokerage
firm. A holder will separate the interest coupons from the underlying  principal
(the "corpus") of the U.S. Treasury  security.  A number of securities firms and
banks have  stripped the  interest  coupons and receipts and then resold them in
custodial receipt programs with a number of different names, including "Treasury
Income Growth  Receipts"  (TIGRS(TM))  and  Certificate of Accrual on Treasuries
(CATS(TM)).  The underlying U.S. Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e.,  unregistered  securities  which are owned  ostensibly  by the  bearer or
holder  thereof),  in trust on  behalf of the  owners  thereof.  Counsel  to the
underwriters  of these  certificates or other evidences of ownership of the U.S.
Treasury  securities have stated that, for federal tax and securities  purposes,
in their opinion purchasers of such certificates,  such as the Fund, most likely
will  be  deemed  the  beneficial  holder  of  the  underlying  U.S.  Government
securities.  The Fund  understands that the staff of the SEC no longer considers
such privately stripped obligations to be U.S. Government securities, as defined
in the Investment Company Act of 1940; therefore,  the Fund intends to adhere to
this staff position and will not treat such privately stripped obligations to be
U.S.  Government  securities  for the  purpose  of  determining  if the  Fund is
"diversified" under the 1940 Act.

         The U.S. Treasury has facilitated transfers of ownership of zero coupon
securities by accounting  separately for the beneficial  ownership of particular
interest coupon and corpus payments on Treasury  securities  through the Federal
Reserve  book-entry  record  keeping  system.  The  Federal  Reserve  program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered  Interest and Principal of Securities."  Under the STRIPS program,
the Fund will be able to have its beneficial ownership of zero coupon securities
recorded directly in the book-entry  record-keeping  system in lieu of having to
hold  certificates  or other  evidences  of  ownership  of the  underlying  U.S.
Treasury securities.

         When U.S.  Treasury  obligations  have been stripped of their unmatured
interest  coupons  by the  holder,  the  principal  or  corpus is sold at a deep
discount  because the buyer  receives  only the right to receive a future  fixed
payment on the  security  and does not receive  any rights to periodic  interest
(cash) payments. Once stripped or separated,  the corpus and coupons may be sold
separately.  Typically,  the coupons are sold  separately  or grouped with other
coupons with like  maturity  dates and sold bundled in such form.  Purchasers of
stripped  obligations   acquire,  in  effect,   discount  obligations  that  are
economically  identical to the zero coupon  securities  that the Treasury  sells
itself (see "TAXES" herein).

   
         High Yield/High Risk Securities. AARP Bond Fund for Income may invest a
limited   amount   of  assets  in  debt   securities   which  are  rated   below
investment-grade  (hereinafter referred to as "lower rated securities") or which
are unrated, but deemed equivalent to those rated below  investment-grade by the
Fund Manager.  The lower the ratings of such debt securities,  the greater their
risks.  These debt instruments  generally offer a higher current yield than that
available  from higher grade issues,  but typically  involve  greater risk.  The
yields on high  yield/high  risk bonds will  fluctuate  over time.  In  general,
prices of all bonds rise when interest  rates fall and fall when interest  rates
rise.  While less  sensitive to changing  interest  rates than  investment-grade
debt,  lower-rated  securities  are  especially  subject to  adverse  changes in
general economic  conditions and to changes in the financial  condition of their
issuers.  During periods of economic downturn or rising interest rates,  issuers
of these instruments may experience financial stress that could adversely affect
their  ability to make  payments of  principal  and  interest  and  increase the
possibility of default.

         Adverse  publicity  and investor  perceptions,  whether or not based on
fundamental  analysis,  may also  decrease  the  values and  liquidity  of these
securities  especially  in a  market  characterized  by only a small  amount  of
trading and with relatively few  participants.  These factors can also limit the
Fund's ability to obtain accurate market quotations for these securities, making
it more difficult to determine the Fund's NAV.

         In  cases  where  market  quotations  are not  available,  lower  rated
securities  are valued  using  guidelines  established  by the  Fund's  Board of
Trustees.  Perceived  credit  quality in this  market can  change  suddenly  and
unexpectedly,  and may not fully  reflect the actual risk posed by a  particular
lower rated or unrated security.
    

         Loans of  Portfolio  Securities.  Each  Fund  may  lend  its  portfolio
securities  provided:  (1)  the  loan  is  secured  continuously  by  collateral
consisting of U.S.  Government  securities or cash or cash equivalents  adjusted
daily to have a market  value at least equal to the current  market value of the
securities  loaned;  (2) the Fund may at any time call the loan and  regain  the

                                       24
<PAGE>

securities  loaned;  (3) the Fund will receive any interest or dividends paid on
the loaned  securities;  and (4) the aggregate market value of securities loaned
will not at any time  exceed  one-third  of the total  assets  of the  Fund.  In
addition,  it is  anticipated  that the Fund may share with the borrower some of
the income  received  on the  collateral  for the loan or that it will be paid a
premium for the loan.  In  determining  whether to lend  securities,  the Fund's
investment  adviser considers all relevant factors and  circumstances  including
the  creditworthiness of the borrower.  The AARP Funds have no current intention
of lending their portfolio securities.

         Securities  Purchased on a "Forward  Delivery" or "When-Issued"  Basis.
Debt securities,  including  municipal  obligations when originally  issued, are
frequently  offered on a "forward  delivery" or  "when-issued"  basis and may be
purchased  on this basis by the AARP Money,  Income and Tax Free Funds,  and the
AARP  Balanced  Stock and Bond Fund.  When so offered,  the price,  which may be
expressed in yield  terms,  is fixed at the time the  commitment  to purchase is
made, but delivery and payment for the  when-issued  securities  take place at a
later  date.  Normally,  the  settlement  date  occurs  within  one month of the
purchase of U.S. Government obligations.  During the period between purchase and
settlement,  no payment is made on behalf of the Fund and no interest accrues to
the Fund.  To the extent that assets of the Fund are not  invested  prior to the
settlement of a purchase of securities,  the Fund will earn no income;  however,
it is the intention of each Fund to be fully invested to the extent practicable,
subject to the policies stated above.  While  securities  purchased on a forward
delivery or when-issued  basis may be sold prior to the settlement date, each of
the above Funds intends to purchase such securities with the purpose of actually
acquiring them for its portfolio unless a sale appears  desirable for investment
reasons.  At the time the  commitment  to purchase a debt  security on a forward
delivery or when-issued  basis is made, the transaction will be recorded and the
value of the security will be reflected in determining its net asset value.  The
market value of the  when-issued or forward  delivery  securities may be more or
less than the  purchase  price  payable  at  settlement  date.  The Funds do not
believe that their net asset value or income will be adversely affected by their
purchase of debt  securities on a when-issued or forward  delivery  basis.  Each
Fund will  establish  with its  custodian a segregated  account in which it will
maintain  cash,  U.S.   Government   securities  and  other   high-quality  debt
obligations  equal in value to commitments for  when-issued or forward  delivery
securities.  Such segregated securities either will mature or, if necessary,  be
sold on or before the settlement date.

   
         Futures  Contracts.  The AARP Income  Funds,  the AARP Insured Tax Free
General Bond Fund, the AARP Balanced Stock and Bond Fund, the AARP Global Growth
Fund, the AARP  International  Stock Fund, the AARP Blue Chip Index Fund and the
AARP Small Company Stock Fund may each enter into financial  futures  contracts.
Such contracts may be either based on indices of particular  groups or varieties
of securities ("Index Futures Contracts") or be for the purchase or sale of debt
obligations  ("Debt Futures  Contracts").  Such futures  contracts are traded on
exchanges  licensed and regulated by the Commodity  Futures Trading  Commission.
Each Fund enters into futures  contracts to gain a degree of protection  against
anticipated  changes in  interest  rates that  would  otherwise  have an adverse
effect  upon the  economic  interests  of the  Fund.  However,  the costs of and
possible losses from futures  transactions reduce the Funds' yield from interest
on its holdings of debt securities. Income from futures transactions constitutes
taxable gain.
    

         For each Fund, the custodian  places cash, U.S.  government  securities
and other high grade debt  obligations  into a  segregated  account in an amount
equal to the value of the total assets  committed to the consummation of futures
positions.  If the  value of the  securities  placed in the  segregated  account
declines, additional cash or securities are required to be placed in the account
on a daily basis so that the value of the account  equals the amount of a Fund's
commitments with respect to such contracts. Alternatively, a Fund may cover such
positions by purchasing offsetting positions,  or covering such positions partly
with cash, U.S. government securities and other high grade debt obligations, and
partly with offsetting positions.

         An Index  Futures  Contract  is a  contract  to buy or sell  units of a
particular index of securities at a specified future date at a price agreed upon
when the contract is made.  Index Futures  Contracts  typically  specify that no
delivery of the actual securities making up the index takes place. Instead, upon
termination  of the  contract,  final  settlement  is made in cash  based on the
difference  between the contract  price and the actual price on the  termination
date of the units of the index.

         A Debt Futures Contract is a binding  contractual  commitment which, if
held  to  maturity,  requires  a Fund  to  make or  accept  delivery,  during  a
particular  month, of obligations  having a standardized  face value and rate of
return. By purchasing a Debt Futures  Contract,  a Fund legally obligates itself
to accept  delivery of the underlying  security and to pay the agreed price;  by
selling a Debt Futures Contract it legally  obligates itself to make delivery of
the security  against payment of the agreed price.  However,  positions taken in
the  futures  markets  are not  normally  held to  maturity.  Instead  they  are

                                       25
<PAGE>

liquidated through offsetting transactions which may result in a profit or loss.
While Debt Futures Contract  positions taken by a Fund are usually liquidated in
this  manner,  a Fund  may  instead  make or  take  delivery  of the  underlying
securities whenever it appears economically advantageous.

         A clearing  corporation,  associated with the exchange on which futures
contracts are traded,  assumes  responsibility  for close-outs of such contracts
and  guarantees  that the sale or purchase,  if still open,  is performed on the
settlement date.

         By entering  into futures  contracts,  a Fund seeks to  establish  more
certainly  than would  otherwise be possible the effective rate of return on its
portfolio  securities.  A Fund may, for example,  take a "short" position in the
futures  markets by selling a Debt Futures  Contract for the future  delivery of
securities  held by the Fund in order to hedge  against an  anticipated  rise in
interest rates that would adversely affect the value of such  securities.  Or it
might sell an Index Futures  Contract based on a group of securities whose price
trends show a significant correlation with those of securities held by the Fund.
When hedging of this character is successful,  any  depreciation in the value of
portfolio securities is substantially offset by appreciation in the value of the
futures  position.  On other  occasions  a Fund may  take a "long"  position  by
purchasing futures  contracts.  This is done when the Fund is not fully invested
or expects to receive substantial proceeds from the sale of portfolio securities
or of Fund shares, and anticipates the future purchase of particular  securities
but expects the rate of return then  available in the  securities  markets to be
less favorable than rates that are currently  available in the futures  markets.
The Funds expect that, in the normal course,  securities  will be purchased upon
termination of the long futures position, but under unusual market conditions, a
long futures  position may be  terminated  without a  corresponding  purchase of
securities.

         Debt  Futures  Contracts,   however,  currently  involve  only  taxable
obligations and do not encompass municipal securities. The value of Debt Futures
Contracts on taxable  securities,  as well as Index Futures  Contracts,  may not
vary in direct  proportion with the value of a Fund's  securities,  limiting the
ability of the Fund to hedge effectively against interest rate risk.

         Presently the only available  index futures  contract in which the AARP
Insured Tax Free General Bond Fund might invest is the Bond Buyer Municipal Bond
Index.  The Fund might sell a contract based on this index in anticipation of an
increase in interest rates, to attempt to offset the decrease in market value of
its portfolio  securities which could result.  Or the Fund might purchase such a
contract in the  anticipation  of a  significant  decrease in interest  rates to
offset the increased  cost of securities it hopes to purchase in the future.  No
index  futures  contracts  have  yet  been  developed  which  are  suitable  for
investment by the Funds in the AARP Income Trust.

         The  investment  restriction  concerning  futures  contracts  does  not
specify  the types of  index-based  futures  contracts  into which the Funds may
enter  because  it is  impossible  to foresee  what  particular  indices  may be
developed  and  traded or may prove  useful to the Funds in  implementing  their
overall risk management  strategies.  For example, price trends for a particular
index-based  futures  contract  may show a  significant  correlation  with price
trends in the securities  held by the Funds,  or either of them, even though the
securities  comprising the index are not necessarily  identical to those held by
such Fund or Funds.  In any event,  the Funds would not enter into a  particular
index-based   futures  contract  unless  the  Adviser  determined  that  such  a
correlation existed.

         Index  Futures  Contracts  and Debt  Futures  Contracts  currently  are
actively  traded on the Chicago  Board of Trade and the  International  Monetary
Market at the Chicago Mercantile Exchange.

   
         Options on Futures Contracts.  To attempt to gain additional protection
against  the  effects of  interest  rate  fluctuations,  each of the AARP Income
Funds,  the AARP Insured Tax Free General Bond Fund, the AARP Balanced Stock and
Bond Fund, the AARP Global Growth Fund, the AARP  International  Stock Fund, the
AARP Blue Chip Index Fund and the AARP Small Company Stock Fund may purchase and
write (sell) put and call options on futures contracts that are traded on a U.S.
exchange or board of trade and enter into related  closing  transactions.  There
can be no  assurance  that such  closing  transactions  will be available at all
times.  In return for the premium  paid,  such an option gives the purchaser the
right to assume a position  in a futures  contract at any time during the option
period for a specified exercise price.
    

         A Fund may  purchase  put options on futures  contracts in lieu of, and
for the same purpose as, sale of a futures  contract.  It also may purchase such
put  options  in  order  to  hedge a long  position  in the  underlying  futures
contract.

                                       26
<PAGE>

         The purchase of call options on futures  contracts is intended to serve
the same  purpose as the actual  purchase of the futures  contracts.  A Fund may
purchase call options on futures  contracts in  anticipation of a market advance
when it is not fully invested.

         A Fund may write (sell) a call option on a futures contract in order to
hedge against a decline in the prices of the index or debt securities underlying
the futures  contracts.  If the price of the futures  contract at  expiration is
below the exercise price, the Fund would retain the option premium,  which would
offset, in part, any decline in the value of its portfolio securities.

         The writing  (selling) of a put option on a futures contract is similar
to the purchase of the futures contracts, except that, if market price declines,
a Fund would pay more than the market  price for the  underlying  securities  or
index units. The net cost to that Fund would be reduced, however, by the premium
received on the sale of the put, less any transactions costs.

         Limitations on Futures  Contracts and Options on Futures  Contracts.  A
Fund will not engage in transactions in futures contracts or related options for
speculation but only as a hedge against changes resulting from market conditions
in the values of debt  securities  held in its  portfolio or which it intends to
purchase and where the  transactions  are  appropriate  to the  reduction of the
Fund's risks.  The Trustees have adopted policies (which are not Fundamental and
may be modified by the Trustees  without a shareholder  vote) that,  immediately
after the purchase  for a Fund of a futures  contract or a related  option,  the
value of the  aggregate  initial  margin  deposits  with  respect to all futures
contracts (both for receipt and delivery), and premiums paid on related options,
entered  into on behalf of the Fund will not exceed 5% of the fair market  value
of the Fund's total assets.  Additionally,  the value of the aggregate  premiums
paid for all put and call  options held by a Fund will not exceed 20% of its net
assets.  Futures  contracts  and put  options  written  (sold) by a Fund will be
offset  by  assets  of the  Fund  held  in a  segregated  account  in an  amount
sufficient to satisfy obligations under such contracts and options.

         Each  Fund  has  received  from  the  CFTC  an  interpretative   letter
confirming  its opinion that it is not a "commodity  pool" as defined  under the
Commodity  Exchange  Act.  To ensure  that its  futures  transactions  meet this
definition, each Fund will enter into them for the purposes and with the hedging
intent specified in CFTC  regulations.  It will further determine that the price
fluctuations in the futures contracts used for hedging are substantially related
to price  fluctuations  in  securities  held by the Fund or which it  expects to
purchase,  though  there can be no assurance  this result will be achieved.  The
Funds'  futures  transactions  will be  entered  into  for  traditional  hedging
purposes--  that is,  futures  contracts  will be sold (or  related  put options
purchased) to protect  against a decline in the price of securities  that a Fund
owns,  or futures  contracts  (or related  call  options)  will be  purchased to
protect the Fund  against an increase in the price of  securities  it intends to
purchase.   As  evidence  of  this  hedging  intent,   each  Fund  expects  that
approximately 75% of its long futures positions  (purchases of futures contracts
or call options on futures  contracts) will be  "completed";  that is, upon sale
(or other termination) of these long contracts, the Fund will have purchased, or
will be in the process of, purchasing,  equivalent amounts of related securities
in the cash market.  However,  under unusual market  conditions,  a long futures
position may be terminated without the corresponding purchase of securities.

         Covered  Call  Options.  Each of the AARP Growth  Funds and each of the
AARP Income  Funds may write  (sell)  covered  call  options on their  portfolio
securities  in an attempt  to enhance  investment  performance.  The  writing of
covered call options by each Fund is subject to  limitations  imposed by certain
state securities  authorities.  The Funds have been advised that, under the most
restrictive  of such  limitations  currently  in  effect,  no more than 25% of a
Fund's net assets may be subject to covered options. Further, such states advise
that,  unless an exception is granted  with respect to certain  transactions  in
debt securities and related options,  such options and the securities underlying
the call must both be listed on national securities exchanges.

         When a Fund  writes  (sells)  a  covered  call  option,  it  gives  the
purchaser  of the option the right to buy the  underlying  security at the price
specified  in the option  (the  "exercise  price") at any time during the option
period,  generally ranging up to nine months. If the option expires unexercised,
the Fund will realize  gain to the extent of the amount  received for the option
(the "premium") less any commission paid. If the option is exercised, a decision
over which the Fund has no control,  the Fund must sell the underlying  security
to the option holder at the exercise  price.  By writing a covered  option,  the
Fund forgoes,  in exchange for the premium less the commission  ("net premium"),

                                       27
<PAGE>

the  opportunity  to profit  during the option  period  from an  increase in the
market value of the underlying security above the exercise price.

         When a Fund  sells  an  option,  an  amount  equal  to the net  premium
received  by the  Fund  is  included  in the  liability  section  of the  Fund's
Statement  of Assets and  Liabilities  as a deferred  credit.  The amount of the
deferred  credit will be  subsequently  marked-to-market  to reflect the current
market value of the option written.  The current market value of a traded option
is the last sale  price or,  in the  absence  of a sale,  the mean  between  the
closing bid and asked price.  If an option expires on its stipulated  expiration
date or if the Fund enters into a closing purchase  transaction  (i.e., the Fund
terminates  its  obligation  as the  writer of the option by  purchasing  a call
option on the same security with the same exercise price and expiration  date as
the option  previously  written),  the Fund will  realize a gain (or loss if the
cost of a closing purchase transaction exceeds the net premium received when the
option  was  sold)  and the  deferred  credit  related  to such  option  will be
eliminated.  If an option is  exercised,  the Fund will  realize a long-term  or
short-term  gain or  loss  from  the  sale of the  underlying  security  and the
proceeds of the sale will be increased by the net premium  originally  received.
The  writing  of  covered  options  may be deemed to  involve  the pledge of the
securities  against which the option is being written.  Securities against which
options are written will be segregated on the books of the Fund's custodian.

         Purchasing  Options on Stock  Indices.  To  protect  the value of their
portfolios  against  declining  stock prices,  each of the AARP Growth Funds may
purchase  put options on stock  indices.  To protect  against an increase in the
value of securities that it wants to purchase,  a Fund may purchase call options
on stock  indices.  A stock  index (such as the  Standard & Poor's 500)  assigns
relative  values  to the  common  stocks  included  in the  index  and the index
fluctuates  with the  changes  in the  market  values  of the  common  stocks so
included.  Options on stock indices are similar to options on stock except that,
rather  than  giving  the  purchaser  the right to take  delivery  of stock at a
specified  price,  an option on a stock index gives the  purchaser  the right to
receive cash. The amount of cash is equal to the difference  between the closing
price of the index and the exercise  price of the option,  expressed in dollars,
times a  specified  multiple  (the  "multiplier").  The  writer of the option is
obligated,  in return for the premium received, to make delivery of this amount.
Gain or loss with respect to options on stock indices depends on price movements
in the stock market generally rather than price movements in individual stocks.

         The multiplier for an index option  performs a function  similar to the
unit of trading for a stock  option.  It  determines  the total dollar value per
contract of each point in the difference between the exercise price of an option
and the current level of the underlying  index. A multiplier of 100 means that a
one-point  difference  will yield $100.  Options on  different  indices may have
different multipliers.

         Because the value of a stock index option depends upon movements in the
level of the stock index rather than the price of a particular stock,  whether a
Fund will  realize a gain or loss on the  purchase  of a put or call option on a
stock index  depends  upon  movements  in the level of stock prices in the stock
market  generally or in an industry or market  segment  rather than movements in
the price of a particular stock.  Accordingly,  successful use by a Fund of both
put and call  options on stock  indices  will be  subject to the Fund  Manager's
ability to  accurately  predict  movements in the  direction of the stock market
generally  or of a  particular  industry.  In cases  where  the  Fund  Manager's
prediction  proves  to be  inaccurate,  a Fund  will  lose the  premium  paid to
purchase the option and it will have failed to realize any gain.

         In addition,  a Fund's ability to hedge effectively all or a portion of
its securities  through  transactions in options on stock indices (and therefore
the  extent of its gain or loss on such  transactions)  depends on the degree to
which price movements in the underlying  index correlate with price movements in
the Fund's  securities.  Inasmuch  as such  securities  will not  duplicate  the
components  of  an  index,  the  correlation   probably  will  not  be  perfect.
Consequently,  a Fund will bear the risk that the prices of the securities being
hedged will not move in the same amount as the option.  This risk will  increase
as the  composition of a Fund's  portfolio  diverges from the composition of the
index.

         Over-the-counter  options ("OTC options") are purchased from or sold to
securities dealers,  financial institutions or other parties  ("Counterparties")
through  direct  bilateral  agreement  with the  Counterparty.  In  contrast  to
exchange listed options, which generally have standardized terms and performance
mechanics,  all the terms of an OTC  option,  including  such terms as method of
settlement,  term, exercise price, premium,  guarantees and security, are set by
negotiation  of the parties.  A Fund will only sell OTC options  (other than OTC
currency options) that are subject to a buy-back provision  permitting a Fund to
require the  Counterparty to sell the option back to the Fund at a formula price

                                       28
<PAGE>

within seven days. A Fund expects  generally to enter into OTC options that have
cash settlement provisions, although it is not required to do so.

         Unless the  parties  provide  for it,  there is no central  clearing or
guaranty function in an OTC option.  As a result,  if the Counterparty  fails to
make or take delivery of the security,  currency or other instrument  underlying
an OTC option it has entered into with a Fund or fails to make a cash settlement
payment due in accordance with the terms of that option,  the Fund will lose any
premium  it paid  for the  option  as well  as any  anticipated  benefit  of the
transaction.  Accordingly,  the Fund Manager must assess the creditworthiness of
each  such   Counterparty  or  any  guarantor  or  credit   enhancement  of  the
Counterparty's  credit to  determine  the  likelihood  that the terms of the OTC
option will be  satisfied.  A Fund will engage in OTC option  transactions  only
with United  States  government  securities  dealers  recognized  by the Federal
Reserve Bank of New York as "primary  dealers",  or broker dealers,  domestic or
foreign  banks or other  financial  institutions  which  have  received  (or the
guarantors of the obligation of which have received) a short-term  credit rating
of A-1 from S&P or P-1 from  Moody's  or an  equivalent  rating  from any  other
nationally recognized  statistical rating organization  ("NRSRO").  The staff of
the SEC currently  takes the position that OTC options  purchased by a Fund, and
portfolio securities "covering" the amount of a Fund's obligation pursuant to an
OTC option sold by it (the cost of the sell-back plus the  in-the-money  amount,
if any) are  illiquid,  and are subject to a Fund's  limitation  on investing no
more than 10% of its assets in illiquid securities.

         OTC options  entered  into by a Fund,  including  those on  securities,
currency,  financial  instruments or indices and OCC issued and exchange  listed
index options, will generally provide for cash settlement. As a result, when the
Fund sells these instruments it will only segregate an amount of assets equal to
its accrued net obligations,  as there is no requirement for payment or delivery
of amounts in excess of the net  amount.  These  amounts  will equal 100% of the
exercise  price  in the  case  of a non  cash-settled  put,  the  same as an OCC
guaranteed  listed option sold by the Fund, or the in-the-money  amount plus any
sell-back formula amount in the case of a cash-settled put or call. In addition,
when a Fund  sells a call  option  on an index at a time  when the  in-the-money
amount exceeds the exercise  price,  the Fund will  segregate,  until the option
expires  or is  closed  out,  cash or cash  equivalents  equal  in value to such
excess. OCC issued and exchange listed options sold by the Fund other than those
above generally  settle with physical  delivery,  and the Fund will segregate an
amount of assets  equal to the full value of the option.  OTC  options  settling
with physical delivery,  or with an election of either physical delivery or cash
settlement  will be treated the same as other  options  settling  with  physical
delivery.

         Risks of Futures and Options  Investments.  A Fund will incur brokerage
fees in  connection  with its futures and options  transactions,  and it will be
required to  segregate  Funds for the benefit of brokers as margin to  guarantee
performance  of its futures  and  options  contracts.  In  addition,  while such
contracts  will be  entered  into to  reduce  certain  risks,  trading  in these
contracts  entails certain other risks.  Thus, while a Fund may benefit from the
use of futures contracts and related options,  unanticipated changes in interest
rates may result in a poorer  overall  performance  for that Fund than if it had
not entered into any such contracts. Additionally, the skills required to invest
successfully in futures and options may differ from skills required for managing
other assets in the Fund's portfolio.

         The  AARP  Growth   Funds  may  engage  in   over-the-counter   options
transactions  with  broker-dealers  who make markets in these options.  The Fund
Manager  will  consider  risk  factors  such  as  their   creditworthiness  when
determining a broker-dealer  with which to engage in options  transactions.  The
ability to terminate over-the-counter option positions is more limited than with
exchange-traded  option positions because the predominant  market is the issuing
broker  rather than an  exchange,  and may involve the risk that  broker-dealers
participating in such transactions will not fulfill their  obligations.  Certain
over-the-counter  options may be deemed to be illiquid securities and may not be
readily  marketable.  The Fund  Manager  will  monitor the  creditworthiness  of
dealers  with whom the Funds  enter  into such  options  transactions  under the
general supervision of the Funds' Trustees.

         Convertible  Securities.  Convertible  securities  include  convertible
bonds, notes and debentures,  convertible preferred stocks, and other securities
that give the holder the right to exchange the security for a specific number of
shares of common stock.  Convertible securities entail less credit risk than the
issuer's  common  stock  because  they are  considered  to be "senior" to common
stock.  Convertible securities generally offer lower interest or dividend yields
than non-convertible  debt securities of similar quality.  They may also reflect
changes in value of the underlying common stock.

                                       29
<PAGE>

   
         Foreign  Securities.  All the Funds in the AARP Growth Trust may invest
without limit in foreign securities.  The AARP High Quality Bond Fund may invest
without limit in U.S. dollar denominated foreign securities and may invest up to
20% of its assets in foreign bonds denominated in foreign currencies although no
more than 5% of the Fund's total assets will be  represented  by a given foreign
currency.  The AARP Bond Fund for Income may invest without limit in U.S. dollar
denominated  investment-grade foreign securities and may invest up to 20% of its
assets in foreign bonds denominated in foreign currencies.  The AARP Money Funds
may  currently  invest in U.S.  dollar-denominated  certificates  of deposit and
bankers' acceptances of foreign branches of large U.S. banks.
    

         Investors  should  recognize  that  investing  in  foreign   securities
involves certain special considerations,  including those set forth below, which
are not typically  associated  with  investing in United States  securities  and
which may favorably or  unfavorably  affect the Funds'  performance.  As foreign
companies  are  not  generally  subject  to  uniform  accounting,  auditing  and
financial reporting  standards,  practices and requirements  comparable to those
applicable  to  domestic  companies,   there  may  be  less  publicly  available
information about a foreign company than about a domestic company.  Many foreign
securities  markets,   while  growing  in  volume  of  trading  activity,   have
substantially  less volume than the U.S. market,  and securities of some foreign
issuers are less liquid and more volatile than  securities of domestic  issuers.
Similarly, volume and liquidity in most foreign bond markets is less than in the
United  States and,  at times,  volatility  of price can be greater  than in the
United States. Fixed commissions on some foreign securities exchanges and bid to
asked spreads in foreign bond markets are generally  higher than  commissions on
bid to asked  spreads  on U.S.  markets,  although  the Funds will  endeavor  to
achieve the most favorable net results on their portfolio transactions. There is
generally less government  supervision  and regulation of securities  exchanges,
brokers and listed  companies  than in the U.S. It may be more difficult for the
Funds'  agents to keep  currently  informed  about  corporate  actions which may
affect the prices of  portfolio  securities.  Communications  between the United
States and foreign countries may be less reliable than within the United States,
thus  increasing the risk of delayed  settlements of portfolio  transactions  or
loss of certificates for portfolio  securities.  Payment for securities  without
delivery may be required in certain foreign markets.  In addition,  with respect
to certain  foreign  countries,  there is the  possibility of  expropriation  or
confiscatory   taxation,   political  or  social   instability,   or  diplomatic
developments  which could affect United States  investments in those  countries.
Investments in foreign securities may also entail certain risks such as possible
currency  blockages or transfer  restrictions,  and the  difficulty of enforcing
rights in other countries.  Moreover,  individual  foreign  economies may differ
favorably or  unfavorably  from the United  States  economy in such  respects as
growth of gross  national  product,  rate of  inflation,  capital  reinvestment,
resource  self-sufficiency  and balance of payments  position.  Further,  to the
extent   investments  in  foreign   securities  involve  currencies  of  foreign
countries,  the Funds may be affected  favorably  or  unfavorably  by changes in
currency  rates and in  exchange  control  regulations  and may  incur  costs in
connection with conversion between currencies.

         Investments  in companies  domiciled  in  developing  countries  may be
subject to potentially  greater risks than  investments in developed  countries.
The possibility of revolution and the dependence on foreign economic  assistance
may be greater in these countries than in developed countries. The management of
each Fund seeks to  mitigate  the risks  associated  with  these  considerations
through diversification and active professional management.

   
         Forward Foreign Currency  Exchange  Contracts.  Each of the AARP Growth
Funds and the AARP High  Quality Bond Fund and the AARP Bond Fund for Income may
enter into forward foreign  currency  exchange  contracts in connection with its
investments in foreign securities.  A forward foreign currency exchange contract
("forward  contract")  involves  an  obligation  to  purchase or sell a specific
currency at a future  date,  which may be any fixed number of days from the date
of the contract  agreed upon by the  parties,  at a price set at the time of the
contract.  These contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers. A
forward contract  generally has no deposit  requirement,  and no commissions are
charged at any stage for trades.
    

         The maturity date of a forward contract may be any fixed number of days
from  the  date of the  contract  agreed  upon  by the  parties,  rather  than a
predetermined  date in a given month, and forward contracts may be in any amount
agreed upon by the parties  rather than  predetermined  amounts.  Also,  forward
contracts  are traded  directly  between  banks or  currency  dealers so that no
intermediary is required.  A forward  contract  generally  requires no margin or
other  deposit.  Closing  transactions  with  respect to forward  contracts  are
effected  with  the  currency  trader  who is a party  to the  original  forward
contract.

                                       30
<PAGE>

         The Funds may enter into foreign currency futures  contracts in several
circumstances.  First,  when the Funds enter into a contract for the purchase or
sale  of a  security  denominated  in a  foreign  currency,  or when  the  Funds
anticipates the receipt in a foreign currency of interest and dividend  payments
on such a  security  which it holds,  the Funds may desire to "lock in" the U.S.
dollar price of the security or the U.S. dollar  equivalent of such interest and
dividend  payment,  as the case may be. By entering into a forward  contract for
the  purchase  or sale,  for a fixed  amount of U.S.  dollars,  of the amount of
foreign currency involved in the underlying transactions, the Funds will attempt
to protect  itself  against a possible loss  resulting from an adverse change in
the  relationship  between the U.S. dollar and the applicable  foreign  currency
during the period  between the date on which the  security is purchased or sold,
or on which  the  dividend  payment  is  declared,  and the  date on which  such
payments are made or received.

         The Funds' activities involving forward contracts may be limited by the
requirements of Subchapter M of the Internal Revenue Code for qualification as a
regulated investment company.

General Investment Policies of the AARP Funds

         Changes in  portfolio  securities  are made on the basis of  investment
considerations  and it is against the policy of  management  to make changes for
trading purposes.

         The AARP  Funds  have no  present  intention  of  acquiring  restricted
securities,  though  they  have  limited  authority  to do so  (see  "Investment
Restrictions").

         The AARP Funds cannot  guarantee a gain or eliminate  the risk of loss.
The net asset  value of a  non-money  market  Fund's  shares  will  increase  or
decrease with changes in the market prices of the Fund's  investments  and there
is no assurance that a Fund's objective(s) will be achieved.

         Except where  otherwise  indicated,  the objectives and policies stated
above may be changed by the Trustees without a vote of the shareholders.

Investment Restrictions

         The  following  restrictions  may not be changed with respect to a Fund
without the approval of a majority of the outstanding  voting securities of such
Fund  which,  under  the 1940 Act and the rules  thereunder  and as used in this
Statement of Additional  Information,  means the lesser of (1) 67% of the shares
of such  Fund  present  at a  meeting  if the  holders  of more  than 50% of the
outstanding  shares of such Fund are present in person or by proxy,  or (2) more
than 50% of the outstanding shares of such Fund.

   
(A)  Neither  AARP  Bond  Fund for  Income,  AARP Blue  Chip  Index  Fund,  AARP
International Stock Fund and AARP Small Company Stock Fund may:

     (1)  borrow  money,  except as a  temporary  measure for  extraordinary  or
          emergency  purposes or except in  connection  with reverse  repurchase
          agreements;  provided that a Fund maintains asset coverage of 300% for
          all borrowings;

     (2)  act as an  underwriter of securities  issued by others,  except to the
          extent that it may be deemed an  underwriter  in  connection  with the
          disposition of portfolio securities of a Fund;

     (3)  make loans to other persons,  except to the extent that the entry into
          repurchase agreements in accordance with its investment objectives and
          investment policies may be deemed to be loans;

     (4)  purchase  or sell real  estate  (except  that a Fund may invest in (i)
          securities of companies  which deal in real estate or  mortgages,  and
          (ii) securities secured by real estate or interests therein,  and that
          a Fund  reserves  freedom  of action  to hold and to sell real  estate
          acquired as a result of a Fund's ownership of securities); and

     (5)  purchase  or  sell  physical  commodities  or  contracts  relating  to
          physical commodities.
    

                                       31
<PAGE>

   
(B)  Neither AARP  Diversified  Income  Portfolio  nor AARP  Diversified  Growth
     Portfolio may:

     (1)  borrow  money,  except as a  temporary  measure for  extraordinary  or
          emergency  purposes or except in  connection  with reverse  repurchase
          agreements; provided that a Portfolio maintains asset coverage of 300%
          for all borrowings;

     (2)  act as an  underwriter of securities  issued by others,  except to the
          extent that it may be deemed an  underwriter  in  connection  with the
          disposition of portfolio securities of a Portfolio;

     (3)  make loans to other persons,  except to the extent that the entry into
          repurchase agreements in accordance with its investment objectives and
          investment policies may be deemed to be loans;

     (4)  purchase or sell real estate  (except that an Underlying  Scudder Fund
          may invest in (i) securities of companies which deal in real estate or
          mortgages,  and (ii)  securities  secured by real estate or  interests
          therein,  and that an  Underlying  Scudder  Fund  reserves  freedom of
          action  to hold and to sell  real  estate  acquired  as a result of an
          Underlying Scudder Fund's ownership of securities); and

     (5)  purchase  or  sell  physical  commodities  or  contracts  relating  to
          physical commodities.

(C)  Neither AARP High Quality  Money Fund,  AARP GNMA and U.S.  Treasury  Fund,
     AARP High  Quality Bond Fund,  AARP High Quality Tax Free Money Fund,  AARP
     Insured Tax Free General Bond Fund, AARP Balanced Stock and Bond Fund, AARP
     Growth and Income Fund,  AARP Global  Growth Fund nor AARP  Capital  Growth
     Fund may:
    

     (1)  borrow money,  except for temporary or emergency  purposes and not for
          investment  purposes or except in connection  with reverse  repurchase
          agreements;  provided that a Fund maintains asset coverage of 300% for
          all borrowings;

     (2)  underwrite any securities issued by other persons,  except that it may
          be  deemed  an  underwriter  in  connection  with the  disposition  of
          portfolio securities of the Fund;

     (3)  purchase or sell real  estate,  but this shall not prevent a Fund from
          investing in (i) securities of companies  which deal in real estate or
          mortgages,  and (ii)  securities  secured by real estate or  interests
          therein,  and that the Fund reserves  freedom of action to hold and to
          sell real  estate  acquired  as a result of the  Fund's  ownership  of
          securities;

     (4)  purchase  or sell  physical  commodities,  or  contracts  relating  to
          physical commodities;

     (5)  make loans to other persons, except (i) loans of portfolio securities,
          and  (ii)  except  to  the  extent  that  the  entry  into  repurchase
          agreements and the purchase of debt  securities in accordance with its
          investment  objective  and  investment  policies  may be  deemed to be
          loans;

     (6)  issue senior securities except as appropriate to evidence indebtedness
          which it is  permitted  to incur and except for shares of the separate
          classes or series of the Trust, provided that collateral  arrangements
          with respect to currency-related contracts,  futures contracts, option
          or other  permitted  investments,  including  deposits  of initial and
          variation  margin,  are not  considered  to be the  issuance of senior
          securities for purposes of this restriction; and

     (7)  with respect to 75% of each Fund's total  assets,  purchase  more than
          10% of the voting  securities of any one issuer or invest more than 5%
          of the value of the total assets of the Fund in the  securities of any
          one issuer (except for investments in obligations issued or guaranteed
          by the U.S. Government or its agencies or instrumentalities,  cash and
          cash  equivalents  and  securities  of  other  investment  companies),
          provided  that the amount of the total assets of each of the AARP High
          Quality Money Fund and AARP High Quality Tax Free Money Fund, that may
          be invested in the  securities  of any one issuer  will,  instead,  be
          limited in  accordance  with federal law,  regulation  and  regulatory
          interpretation  applicable to money market funds, as amended from time
          to time.
                                       32
<PAGE>

(D)      Neither  the AARP  High  Quality  Money  Fund,  the AARP  GNMA and U.S.
         Treasury  Fund, the AARP High Quality Bond Fund, the AARP Bond Fund for
         Income,  the AARP Growth and Income Fund,  the AARP Global  Growth Fund
         nor the AARP Capital Growth Fund may:

         (1)      purchase any securities which would cause more than 25% of the
                  market  value of the  total  assets of the Fund at the time of
                  such purchase to be invested in the  securities of one or more
                  issuers having their principal business activities in the same
                  industry (for this purpose, telephone companies are considered
                  to  be a  separate  industry  from  gas  and  electric  public
                  utilities,  and wholly-owned  finance companies are considered
                  to be in the industry of their parents if their activities are
                  primarily related to financing the activities of the parents),
                  provided that there is no limitation in respect to investments
                  in the U.S.  Government  or its agencies or  instrumentalities
                  or,  in  the  case  of  AARP  High  Quality   Money  Fund,  in
                  certificates  of deposit or  bankers'  acceptances  or, in the
                  case  of the  AARP  Growth  and  Income  Funds,  to  municipal
                  securities   other  than  pollution   control  and  industrial
                  development bonds.

(E) Neither the AARP High  Quality Tax Free Money Fund nor the AARP  Insured Tax
Free General Bond Fund may:

         (1)      purchase (i) private  activity bonds or (ii) securities  which
                  are  neither  municipal  bonds  nor  securities  of  the  U.S.
                  Government,  its agencies or  instrumentalities,  if in either
                  case the  purchase  would  cause  more than 25% of the  market
                  value of its total  assets at the time of such  purchase to be
                  invested in the securities of one or more issuers having their
                  principal business  activities in the same industry.  For this
                  purpose,  telephone  companies are considered to be a separate
                  industry   from  gas  and  electric   public   utilities   and
                  wholly-owned  finance  companies  are  considered to be in the
                  industry of their  parents if their  activities  are primarily
                  related to financing the activities of their parents  provided
                  that,  in the case of the AARP  High  Quality  Tax Free  Money
                  Fund,  there is no limitation in respect to investments in the
                  U.S.  Government or its agencies or  instrumentalities,  or in
                  certificates of deposit or bankers' acceptances.

(F)      AARP High Quality Tax Free Money Fund may not:

         (1)      purchase  securities  which are not municipal  obligations  if
                  such  purchase  would cause more than 20% of the Fund's  total
                  assets  to  be  invested  in  such  securities,   except,  for
                  temporary  defensive  purposes,  that the Fund may invest more
                  than 20% of its total assets in such  securities  prior to the
                  time normal operating conditions have been achieved and during
                  other than normal market conditions.

The  following  restrictions  are not  fundamental  and may be changed by a Fund
without shareholder  approval,  in compliance with applicable law, regulation or
regulatory policy.

   
Neither AARP Bond Fund for Income, AARP Blue Chip Index Fund, AARP International
Stock Fund and AARP Small Company Stock Fund, AARP Diversified  Income Portfolio
nor AARP Diversified Growth Portfolio may:

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

     (b)  borrow money in excess of 5% of total assets  (taken at market  value)
          except for  temporary or emergency  purposes or borrow other than from
          banks.

Neither AARP High Quality Money Fund,  AARP GNMA and U.S.  Treasury  Fund,  AARP
High Quality Bond Fund,  AARP High Quality Tax Free Money Fund, AARP Insured Tax
Free  General  Bond Fund,  AARP  Balanced  Stock and Bond Fund,  AARP Growth and
Income Fund, AARP Global Growth Fund nor AARP Capital Growth Fund may:
    

         (a)      make short sales of securities  or purchase any  securities on
                  margin,  except for such  short-term  credits as are necessary
                  for the  clearance  of  transactions;  and, in the case of the
                  AARP Income  Funds and AARP Insured Tax Free General Bond Fund
                  in connection with entering into futures contracts and related
                  options;

                                       33
<PAGE>


     (b)  purchase  or retain for a Fund the  securities  of any issuer if those
          officers  and  Trustees of a Trust,  or partners  and  officers of its
          investment  adviser,  who  individually own more than 1/2 of 1% of the
          outstanding  securities  of such issuer,  together own more than 5% of
          such outstanding securities;

     (c)  purchase  from or sell to any of the officers and Trustees of a Trust,
          its  investment  adviser,  its principal  underwriter or the officers,
          directors,  and  partners  of  its  investment  adviser  or  principal
          underwriter, portfolio securities of a Fund;

     (d)  purchase restricted securities (for these purposes restricted security
          means a security with a legal or contractual  restriction on resale in
          the  principal  market in which the  security  is  traded),  including
          repurchase  agreements maturing in more than seven days and securities
          which are not readily  marketable  if as a result more than 10% of the
          net assets  (valued at market at  purchase)  would be invested in such
          securities;

     (e)  purchase  securities  of any  issuer  with a record of less than three
          years  continuous  operation,   including  predecessors,   and  equity
          securities  of  issuers  that  are  not  readily  marketable,   except
          obligations  issued  or  guaranteed  by  the  U.S.  Government  or its
          agencies (or, in the case of the AARP Tax-Free Income Funds, municipal
          securities rated by a recognized  municipal bond rating  service),  if
          such  purchase  would cause the  investments  of that Fund in all such
          issuers to exceed 5% of the value of the total assets of that Fund;

     (f)  invest  its  assets  in  securities  of  other   open-end   investment
          companies, but may invest in closed-end investment companies when such
          purchases are made in the open market where no commission or profit to
          a sponsor or dealer result from such purchase other than the customary
          broker's  commission,  if after such  purchase (a) a Fund would own no
          more than 3% of the total outstanding  voting stock of such investment
          company,  (b) no more  than  5% of a  Fund's  total  assets  would  be
          invested in the securities of any single  investment  company,  (c) no
          more  than 10% of a Fund's  total  assets  would  be  invested  in the
          securities of investment  companies in the  aggregate,  or (d) all the
          investment  companies  advised by the Fund  Manager  would own no more
          than 10% of the  total  outstanding  voting  stock  of any  closed-end
          company; provided that this restriction shall not preclude acquisition
          of  investment  company  securities  by  dividend,  exchange  offer or
          reorganization.  To the extent that a Fund  invests in shares of other
          investment  companies,  additional  fees and  expenses may be deducted
          from such investments in addition to those incurred by a Fund.  Except
          in the case of the AARP Insured Tax Free Income Funds, for purposes of
          this  limitation,  foreign banks or their agencies or subsidiaries are
          not considered investment companies;

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

     (h)  purchase  or sell real  estate  and real  estate  limited  partnership
          interests,  but this  shall  not  prevent  a Fund  from  investing  in
          securities secured by real estate or interest therein; and

     (i)  purchase or sell commodities,  commodities  contracts (except,  in the
          case of the AARP Income Funds,  the AARP Insured Tax Free General Bond
          Fund  and the  AARP  Global  Growth  Fund,  contracts  for the  future
          delivery of debt  obligations  and contracts based on debt indices) or
          oil,  gas or other  mineral  exploration  or  development  programs or
          leases  (although it may invest in issuers which own or invest in such
          interests).

AARP High Quality Money Fund may not:

     (j)  purchase or sell any put or call options or any  combination  thereof;
          or

     (k)  purchase  warrants,  unless attached to other  securities in which the
          Fund is permitted to invest.

                                       34
<PAGE>

Neither  the AARP High  Quality  Money Fund nor the AARP High  Quality  Tax Free
Money Fund may:

     (l)  pledge,  mortgage or  hypothecate  its assets,  except that, to secure
          borrowings  permitted  by  subparagraph  (A) (1) above,  it may pledge
          securities  having a value at the time of pledge not  exceeding 15% of
          the cost of the Fund's total assets.

Neither the AARP GNMA and U.S. Treasury Fund nor the AARP High Quality Bond Fund
may:

     (m)  purchase  warrants of any issuer,  except that AARP High  Quality Bond
          Fund can  purchase  warrants on a limited  basis.  As a result of such
          purchases  by the  Fund,  no more  than 2% of the  value of the  total
          assets of the Fund may be invested in warrants which are not listed on
          the New York Stock  Exchange or the American  Stock  Exchange,  and no
          more  than 5% of the  value  of the  total  assets  of the Fund may be
          invested in warrants  whether or not so listed,  such warrants in each
          case to be valued at the lesser of cost or market,  but  assigning  no
          value to  warrants  acquired  by the Fund in units with or attached to
          debt securities;

     (n)  purchase or sell any put or call options or any  combination  thereof,
          except  that the  Fund may  write  and sell  national  exchange-listed
          covered call option contracts on national  exchange-listed  securities
          and, to the extent permitted by applicable state regulatory limits, on
          other debt  securities  owned by the Fund up to, but not in excess of,
          25% of the value of the  Fund's  net  assets  at the time such  option
          contracts are written. The Fund may also purchase call options for the
          purpose of terminating  its  outstanding  obligations  with respect to
          securities upon which covered call option  contracts have been written
          (i.e.,  "closing purchase  transaction").  In connection with ---- the
          writing  of covered  call  options,  the Fund may pledge  assets to an
          extent not greater than 25% of the value of its net assets at the time
          such options are written. The Fund also may purchase and write options
          on  futures  contracts  in the  manner  described  under  "The  Funds'
          Investment Objectives and Policies";

     (o)  pledge,  mortgage or hypothecate its assets,  (a) except to the extent
          that the writing of covered  call options may be deemed to involve the
          pledge of securities  against which the option is being  written,  (b)
          except to the extent that margin  deposits  on futures  contracts  and
          related  options  may be  deemed  to  involve  a pledge  of  assets to
          guarantee the performance of the futures  obligations,  and (c) except
          to secure  borrowings  permitted by subparagraph (A) (1) above, it may
          pledge  securities  having a value at the time of pledge not exceeding
          15% of the cost of the Fund's total assets.

         AARP High Quality Bond Fund has adopted a  non-fundamental  policy that
it will not underwrite  securities issued by entities regulated under Part II of
the Federal Power Act.

Neither  AARP  Insured Tax Free General Bond Fund nor AARP High Quality Tax Free
Money Fund may:

     (p)  purchase  or sell any put or call  options  or  combinations  thereof,
          except to the extent that the  acquisition of Stand-by  Commitments or
          Participation  Interests may be  considered  the purchase or sale of a
          put option and except that the AARP Insured Tax Free General Bond Fund
          may purchase and write options on futures  contracts in the manner and
          to the extent described herein;

     (q)  underwrite  securities  issued by entities  regulated under Part II of
          the  Federal  Power  Act,  provided  that,  for this  purpose  private
          activity  bonds the interest on which is exempt from tax under Section
          103  of  the  Internal  Revenue  Code  of  1986  will  be  treated  as
          obligations  of the  municipal  authority or other  governmental  unit
          issuing the bonds.

AARP Insured Tax Free General Bond Fund may not:

     (r)  hold  for a  period  of more  than 30 days  any  municipal  securities
          maturing  in 60 or more days  from  purchase  by a Fund  which are not
          fully  insured  or  guaranteed  directly  or  indirectly  by the  U.S.
          Treasury.

                                       35
<PAGE>

     (s)  pledge,  mortgage or hypothecate its assets, except to the extent that
          margin deposits on futures contracts and related options may be deemed
          to be a pledge of assets to guarantee performance of such obligations,
          and except that, to secure  borrowings  permitted by subparagraph  (A)
          (1) above, it may pledge  securities having a value at the time of the
          pledge not exceeding 15% of the cost of the Fund's total assets;

   
Neither AARP  Balanced  Stock and Bond Fund,  AARP Growth and Income Fund,  AARP
Global Growth Fund nor AARP Capital Growth Fund may:
    

     (t)  purchase or sell any put or call options or any  combination  thereof,
          except  that the Funds may each  purchase  and sell  options  on stock
          indices in accordance with the requirements of applicable regulations.
          The Funds may write (sell) covered call option contracts on securities
          owned by the Fund up to, but not in excess of, 25% of the value of the
          Fund's net assets at the time such option  contracts are written.  The
          Funds may also  purchase  call options for the purpose of  terminating
          their  outstanding  obligations  with respect to securities upon which
          covered  call  option  contracts  have been  written  (i.e.,  "closing
          purchase  transactions").  In  connection  with  the  writing  of ----
          covered  call  options,  the Funds may pledge  assets to an extent not
          greater  than 25% of the  value  of its net  assets  at the time  such
          options are written;

     (u)  purchase securities if, as a result thereof, more than 5% of the value
          of the net assets  would be invested  in  restricted  securities  (for
          these  purposes  restricted  security means a security with a legal or
          contractual restriction on resale in the principal market in which the
          security is traded).

     (v)  purchase  warrants  of any issuer if, as a result  more than 2% of the
          value of the total  assets of the Fund would be  invested  in warrants
          which are not listed on the New York Stock  Exchange  or the  American
          Stock  Exchange,  or more than 5% of the value of the total  assets of
          the Fund would be invested  in warrants  acquired by the Fund in units
          with or attached to debt securities.

Neither the AARP Growth and Income Fund nor the AARP Capital Growth Fund may:

     (w)  pledge,  mortgage or  hypothecate  its  assets,  except as provided in
          subparagraph  (t),  above,  and  except  that,  to  secure  borrowings
          permitted by  subparagraph  (A) (1) above, it may pledge an amount not
          exceeding 15% of the Fund's total assets taken at cost;

AARP Global Growth Fund may not:

     (x)  pledge,  mortgage or hypothecate  its assets in excess,  together with
          permitted borrowings, of 1/3 of its total assets;

     (y)  buy  options  on  securities  or  financial  instruments,  unless  the
          aggregate  premiums  paid on all such  options held by the Fund at any
          time do not  exceed  20% of its net  assets;  or sell put  options  on
          securities  if, as a result,  the aggregate  value of the  obligations
          underlying such put options would exceed 50% of the Fund's net assets;

     (z)  enter into  futures  contracts  or  purchase  options  thereon  unless
          immediately  after the purchase,  the value of the  aggregate  initial
          margin with respect to all futures contracts entered into on behalf of
          the Fund and the premiums paid for options on futures  contracts  does
          not exceed 5% of the Fund's total assets, provided that in the case of
          an  option  that  is  in-the-money  at  the  time  of  purchase,   the
          in-the-money amount may be excluded in computing the 5% limit;

     (aa) make securities  loans if the value of such securities  loaned exceeds
          30% of the value of the  Fund's  total  assets at the time any loan is
          made; all loans of portfolio  securities will be fully  collateralized
          and  marked to market  daily.  The Fund has no  current  intention  of
          making loans of portfolio securities that would amount to greater than
          5% of the Fund's total assets; or

                                       36
<PAGE>

         (bb)     borrow money,  including  reverse  repurchase  agreements,  in
                  excess of 5% of its  total  assets  (taken  at  market  value)
                  except for  temporary or emergency  purposes,  or borrow other
                  than from banks.

         "Value" for the purposes of the above  fundamental and  non-fundamental
investment  policies shall mean the value used in determining a Fund's net asset
value.

         Any investment  restrictions  herein which involve a maximum percentage
of securities or assets shall not be considered to be violated  unless an excess
over the percentage occurs  immediately  after, and is caused by, the restricted
activity  or, in the case of AARP High  Quality  Money Fund and the AARP  Income
Funds,  an  acquisition or encumbrance of securities or assets of, or borrowings
by, the Fund.

                                    PURCHASES

 (See "OPENING AN ACCOUNT" and "ADDING TO YOUR INVESTMENT" in the Prospectus.)

General Information

         Confirmations   of  each   transaction   will  be  sent  following  the
transaction by Scudder  Investor  Services,  Inc., as the AARP Funds' agent.  By
retaining year-to-date confirmations, an investor will have an historical record
of the account activity.

Checks

         A certified check is not necessary,  but checks are accepted subject to
collection  at full  face  value in United  States  Funds and must be drawn on a
United States financial institution.

         If shares are  purchased by a check which  proves to be  uncollectible,
the  Trusts  reserve  the  right to  cancel  the  purchase  immediately  and the
purchaser will be responsible for any loss incurred by the Fund or the principal
underwriter by reason of such  cancellation.  Each Trust has the  authority,  as
agent of the shareholder,  to redeem shares in the account to reimburse the Fund
or the principal underwriter for any loss incurred.  Investors whose orders have
been canceled may be prohibited  from or restricted in placing  future orders in
any of the Funds in the  Program or in other  Funds  advised by the AARP  Funds'
investment adviser or an affiliate.

Share Price

         Accepted  purchases  for shares in all the AARP Funds will be filled at
the net asset  value next  computed  after  receipt of payment by check or other
means. Each Fund's net asset value per share is currently determined once daily,
as of the  close  of  regular  trading  on the  New  York  Stock  Exchange  (the
"Exchange")  (usually 4:00 p.m.  Eastern time), on each day the Exchange is open
for trading.  (See "NET ASSET VALUE," herein for  additional  information on how
the Fund's net asset value is  calculated.)  Orders  received after the close of
regular  trading  will be filled at the next day's net asset value per share for
the relevant Fund.

         There is no sales charge in  connection  with purchase of shares of any
of the AARP Funds.

Share Certificates

         In order to afford ease of  redemption,  ownership in the AARP Funds is
on a non-certified  basis. Share certificates now in a shareholder's  possession
may be sent to the AARP Funds'  transfer  agent for  cancellation  and credit to
such  shareholder's  account.  Shareholders who prefer may hold the certificates
now in their possession  until they wish to exchange or redeem such shares.  See
"EXCHANGING" and "ACCESS TO YOUR INVESTMENT" in the Funds' Prospectus.

Direct Deposit Program

         Investors  can  have  Social  Security  or other  checks  from the U.S.
Government or any other regular  income checks such as pension,  dividends,  and
even  payroll  checks  automatically   deposited  directly  to  their  accounts.

                                       37
<PAGE>

Investors  may  allocate a minimum of 25% of their  income  checks into any AARP
Fund. Information may be obtained by contacting the AARP Investment Program from
Scudder,  P.O. Box 2540, Boston,  Massachusetts  02208-2540,  or by calling toll
free, 1-800-253-2277.

Wire Transfers

         In the case of wire  purchases,  failure to receive timely and complete
account  information will delay  investment and subsequent  accrual of dividends
and will  result in the federal  funds  being  returned to the sender on the day
following  receipt by State  Street Bank and Trust  Company  (the  "custodian").
Unlike shareholders subscribing by check, purchasers who wire funds will be able
to redeem  shares so purchased by any method  without any  limitation  as to the
period of time such shares have been on a Fund's books.

         The bank sending federal funds by bank wire may charge for the service.
Presently,  Scudder  Investor  Services,  Inc.  or the AARP  Funds pay a fee for
receipt by the custodian of "wired funds," but the right to charge investors for
this service is reserved.

Holidays

         Boston banks are closed on certain  holidays  although the Exchange may
be open.  These holidays  include Martin Luther King, Jr. Day (the 3rd Monday in
January),  Columbus Day (the 2nd Monday in October)  and Veterans Day  (November
11).  Investors are not able to purchase  shares by wiring federal funds on such
holidays  because the  custodian is not open to receive  such  federal  funds on
behalf of a Fund.

Other Information

         All purchase payments will be invested in full and fractional shares.

         The  Trusts  and  Scudder  Investor  Services,  Inc.,  the AARP  Funds'
principal  underwriter,  each  have the  right to limit  the  amount  of  shares
purchased of a Fund,  to reject any purchase and to refuse to sell shares to any
person.

         It should be noted that if  purchases  are made through a member of the
National Association of Securities Dealers other than Scudder Investor Services,
Inc., that member may, in its discretion,  charge a fee for this service.  It is
the  responsibility  of the broker,  not the AARP Funds,  to place the  purchase
order  by the  time as of  which  the  net  asset  value  of the  Funds  is next
determined.

         The Trusts may issue shares at net asset value in  connection  with any
merger or  consolidation  with, or acquisition  of, the assets of any investment
company or personal  holding  company,  subject to the  requirements of the 1940
Act.

                                   REDEMPTIONS

                     (See "ACCESS TO YOUR INVESTMENT" in the
                                  Prospectus.)

General Information

         If a shareholder redeems all shares in an account, the shareholder will
receive,  in addition to the net asset value  thereof,  all  declared but unpaid
dividends thereon. The AARP Funds do not impose a redemption charge.

         The proceeds of redemption  transactions  are normally  available to be
mailed or wired to the  designated  bank account within one business day, and in
any event will be available within seven calendar days,  following  receipt of a
redemption request in good order.

         A shareholder's right to redeem shares of a Fund and to receive payment
therefore may be suspended at times (a) when the Exchange is closed,  other than
customary  weekend and holiday  closings,  (b) when  trading on the  Exchange is
restricted  for any reason,  (c) when an  emergency  exists as a result of which
disposal by the Fund of securities owned by it is not reasonably  practicable or
it is not reasonably  practicable  for the Fund fairly to determine the value of

                                       38
<PAGE>

its net  assets,  or (d) when  the SEC  permits  a  suspension  of the  right of
redemption;  provided that  applicable  rules and regulations of the SEC (or any
succeeding  governmental  authority)  shall govern as to whether the  conditions
prescribed in (b) or (c) exist.

         The Trustees may suspend or terminate  the offering of shares of a Fund
at any time.

Redemption by Telephone

         Redemption  by  telephone is not  available  for shares for which share
certificates  have been issued.  Redemptions of such shares must be requested by
mail as explained in the section entitled "Redemption by Mail" below.

         For other investors, the following procedures are available.

   
         TO ADDRESS OF RECORD: New investors  automatically  receive the option,
without  having to elect it, to redeem by telephone  to their  address of record
for any  amount up to  $100,000  per Fund.  Telephone  Redemption  to Address of
Record may be used as long as the account  registration  address has not changed
within the last 15 days. In order to decline this feature,  the shareholder must
notify the Program in writing.  Any shareholder who refuses Telephone Redemption
to Address of Record can later establish the feature with a signature guaranteed
written  request.  This request must be done prior to utilizing this service for
the first time.
    

         TO YOUR BANK--BY MAIL OR BY WIRE:  In order to request  redemptions  by
telephone  to  their  bank,  shareholders  must  have  completed  the  telephone
redemption  authorization  included  in the  enrollment  form and have  sent the
authorization to the Program. This authorization  requires designation of a bank
account to which the  redemption  payment is to be sent.  The  proceeds  will be
mailed or wired only to the designated bank account.

     (a)  NEW  INVESTORS  wishing  to  establish   telephone   redemption  to  a
          predesignated  bank account must complete the  appropriate  section on
          the enrollment form, and send it to the Program.

     (b)  EXISTING  SHAREHOLDERS who wish to establish telephone redemption to a
          predesignated  bank  account  or who want to change  the bank  account
          previously  designated to receive  redemption  payments  should either
          enter the new information on the "Telephone  Option Form" which may be
          obtained by calling the Program, or send a signature guaranteed letter
          identifying  the account and  specifying  the exact  information to be
          changed.  In each  case,  the  letter  must be signed  exactly  as the
          shareholder's  name(s)  appears  on  the  account.  All  requests  for
          telephone  redemption should be accompanied by a voided check from the
          designated  bank  account.  All  signatures  will require a guarantee,
          which  can be  obtained  from most  banks,  credit  unions or  savings
          associations,   or   from   broker/dealers,    government   securities
          broker/dealers,  national securities exchanges,  registered securities
          associations,  or  clearing  agencies  deemed  eligible by the SEC. An
          original  signature and an original  signature  guarantee are required
          for each  person in whose name the  account is  registered.  Signature
          guarantees by notaries public are not acceptable.

         In addition,  if shares to be redeemed were purchased by check, mailing
of the  redemption  proceeds  may be  delayed  long  enough to  assure  that the
purchase check has cleared.

         If a request for redemption to a shareholder's  bank account is made by
telephone or fax,  payment  will be by Federal  Reserve wire to the bank account
designated on the application  form unless a request is made that the redemption
be mailed to the designated bank account. For each wire redemption,  the program
charges a $5.00 fee which is deducted from the proceeds of the redemption.

         Note:  Investors  designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a participant in
the  Federal  Reserve  System,  redemption  proceeds  must be  wired  through  a
commercial bank which is a correspondent  of the savings bank. As this may delay
receipt by the shareholder's  account, it is suggested that investors wishing to
use a savings  bank  discuss  wire  procedures  with  their  bank and submit any
special wire transfer information with the telephone  redemption  authorization.
If appropriate  wire  information is not supplied,  redemption  proceeds will be
mailed to the designated bank.

                                       39
<PAGE>

         The  Trusts  and  their  agents  each  reserve  the  right  to  modify,
interrupt,  suspend or terminate the telephone redemption privilege at any time,
without notice. A shareholder may cancel the telephone redemption  authorization
upon written notice. Each Trust employs procedures including recording telephone
calls,  testing  a  caller's  identity,  and  sending  written  confirmation  of
telephone transactions,  designed to give reasonable assurance that instructions
communicated  by telephone are genuine,  and to discourage  fraud. To the extent
that the  Corporation  does not  follow  such  procedures,  it may be liable for
acting upon instructions  communicated by telephone that it reasonably  believes
to be genuine.

Redemption by Mail or Fax

   
         Any shareholder may redeem his or her shares by writing to the Program.
All  written  requests  must be signed by at least one  person on the  account's
registration  exactly as  registered.  In addition,  for the  protection  of the
shareholder  and to prevent  fraudulent  redemptions,  a signature  guarantee is
required on all  written  redemption  requests  for over  $100,000.  A signature
guarantee is also required on written redemption  requests for any amount if the
check is made payable to someone other than the registered  shareholder,  if the
proceeds are to be forwarded to an address other than the address of record,  or
if the  address  of record has  changed in the last 15 days.  In order to ensure
proper authorization before redeeming shares, the Program may request additional
documents  such as, but not  restricted  to, stock  powers,  Trust  instruments,
certificates  of death,  appointments  as  executor,  certificates  of corporate
authority and waivers of tax required in some states when settling estates.

         Redemption to Address of Record for up to $100,000  without a signature
guarantee  is an automatic  feature of any AARP Fund account  unless it has been
declined by the shareholder in writing. Any shareholder who refuses this feature
can later establish it with a written request containing a signature  guarantee.
This request must be made prior to utilizing the feature for the first time.
    

         Any existing share certificates representing shares being redeemed must
accompany a request for  redemption  and be duly  endorsed or  accompanied  by a
proper  stock  assignment  form with the  signature(s)  guaranteed  as explained
above.  It is suggested that the  shareholders  holding  certificated  shares or
shares  registered in other than  individual  names contact the Program prior to
requesting a redemption  to ensure that all  necessary  documents  accompany the
request. When shares are held in the name of a corporation,  trust, fiduciary or
partnership,  the  transfer  agent  requires,  in addition  to the stock  power,
certified evidence of authority to sign. These procedures are for the protection
of shareholders and should be followed to help ensure prompt payment. Redemption
requests must not be conditional as to date or price of the redemption. Proceeds
of a redemption  will be sent within  seven (7) days after  receipt of a request
for redemption  that complies with the above  requirements.  Delays of more than
seven (7) days for payment for shares  tendered for repurchase or redemption may
result but only until the purchase check has cleared.

Redemption by Checkwriting

         All new investors in the AARP Money Funds and existing  shareholders of
these Funds who apply to State Street Bank and Trust  Company for checks may use
them to pay any  person,  provided  that each check is for at least $100 and not
more than $1,000,000. By using one of these checks, the shareholder will receive
daily  dividend  credit on his or her shares in either  Fund until the check has
cleared the banking  system.  Investors who purchased  shares by check may write
checks  against those shares only after they have been on the Fund's books for 7
days.   Shareholders  who  use  this  service  may  also  use  other  redemption
procedures. Both Funds pay the bank charges for this service. However, each Fund
will review the cost of  operation  periodically  and it  reserves  the right to
determine if direct charges to the persons who avail  themselves of this service
would be appropriate.  An account cannot be closed using the "free Checkwriting"
privilege.  The Trusts,  the transfer  agent and the custodian  each reserve the
right at any time to suspend or terminate the "free Checkwriting" procedure.

Redemption-in-Kind

   
         The AARP Growth Trust  reserves  the right to permit the AARP  Balanced
Stock and Bond Fund,  AARP Growth and Income Fund,  the AARP Global Growth Fund,
AARP Capital Growth Fund, AARP International Stock Fund, AARP Small Company Fund
and AARP Blue Chip Index Fund,  if  conditions  exist  which make cash  payments
undesirable,  to honor any request for redemption or repurchase  order by making
payment in whole or in part in readily marketable  securities chosen by the Fund
    

                                       40
<PAGE>

   
and valued as they are for purposes of  computing  the Fund's net asset value (a
redemption-in-kind).  If payment is made in securities,  a shareholder may incur
transaction  expenses in converting  these securities into cash. The AARP Growth
Trust has elected, however, to be governed by Rule 18f-1 under the 1940 Act as a
result of which  each  Fund of the Trust is  obligated  to redeem  shares,  with
respect to any one  shareholder  during any 90 day period,  solely in cash up to
the  lesser  of  $250,000  or 1% of the net  asset  value  of  such  Fund at the
beginning of the period.
    

Other Information

         The value of shares  redeemed or  repurchased  may be more or less than
the  shareholder's  cost  depending  on the  net  asset  value  at the  time  of
redemption  or  repurchase.  The Funds do not impose a redemption  or repurchase
charge.  Redemptions of shares,  including  redemptions  undertaken to effect an
exchange  for  shares  of  another  Fund  in  the  Program,  may  result  in tax
consequences  (gain  or  loss)  to the  shareholder  and  the  proceeds  of such
redemptions may be subject to backup withholding (see "TAXES").

         Shareholders  who wish to redeem  shares  from  Retirement  Plans  (see
"RETIREMENT  PLANS,"  below) should contact the Trustee or custodian of the Plan
for information on proper procedures.

         The Trustees have established certain amount size requirements.  For an
account established prior to September 1, 1989 in a particular Fund, the minimum
investment is $250. For accounts  established on or after September 1, 1989 in a
particular Fund, the minimum  investment is $500, except that in the case of the
AARP High Quality Tax Free Money Fund accounts opened on or after August 1, 1991
the minimum is $2,500.  Each Trust  reserves the right to adopt a policy that if
transactions at any time reduce a  shareholder's  account in a Fund to below the
applicable minimum, the shareholder will be notified that, unless the account is
brought up to at least the  applicable  minimum  the Fund will redeem all shares
and close the account by making payment to the shareholder.  The shareholder has
sixty days to bring the account up to the  applicable  minimum before any action
will be taken by the Fund.  Reductions  in value that result  solely from market
activity  will not  trigger  an  involuntary  redemption.  No  transfer  from an
existing  to a new  account  may be for less  than  $500  ($2,500  for AARP High
Quality  Tax Free Money  Fund);  otherwise  the new  account  may be redeemed as
described  above.  (This  policy  applies to accounts of new  shareholders  in a
particular  Fund, but does not apply to Retirement  Plan Accounts.) The Trustees
have the authority to increase the minimum account size.

                                    EXCHANGES

   
         The procedure for exchanging  shares from one AARP Fund to another AARP
Fund in the Program,  when the account in the new AARP Fund is established  with
the same  registration,  telephone  option,  dividend  option and address as the
present  account,  is set forth under  "EXCHANGING"  in the  Prospectus.  If the
registration  data for the account  receiving the proceeds of the exchange is to
be  different  in any  respect  from the  account  from  which  shares are to be
exchanged,  the exchange request must be in writing and must contain a signature
guarantee as described under  "SIGNATURE  GUARANTEES" in the  Prospectus.  If an
exchange involves an initial  investment in the Fund being acquired,  the amount
to be exchanged must be at least $_____ ($_____ for AARP Investment  Portfolios)
for  non-retirement  plan  accounts.  For IRA and Keogh Plan accounts the amount
must be $250.  If the  exchange  is made into an existing  account,  there is no
minimum requirement.
    

         Only exchange orders received  between 8:00 a.m. and 4:00 p.m.  Eastern
time on any business day will ordinarily be accomplished at respective net asset
values  determined on that day.  Exchange  orders  received  after 4:00 p.m. are
processed on the next business day.

         Investors  may also  request,  at no extra  charge,  to have  exchanges
automatically  executed  on a  predetermined  schedule  from one AARP Fund to an
existing account in another AARP Fund through the AARP Funds' Automatic Exchange
Program.  Exchanges must be for a minimum of $50. Shareholders may add this free
feature over the phone or in writing.  Automatic  Exchanges  will continue until
the shareholder  requests by phone or in writing to have the feature removed, or
until the  originating  account is depleted.  The Trusts and the Transfer  Agent
each reserve the right to modify, interrupt,  suspend or terminate the privilege
of the Automatic Exchange Program at any time, without notice.

                                       41
<PAGE>

         There is no charge to the shareholder for any exchange described above.
An  exchange  from any AARP Fund other  than the AARP  Money  Funds is likely to
result in recognition of gain or loss to the shareholder.

         Investors  currently  receive  the  exchange  privilege   automatically
without having to elect it. The Trusts and the AARP Funds' distributor,  Scudder
Investor Services,  Inc., reserve the right to suspend or terminate the exchange
privilege  at any time.  Telephone  exchange  may be initiated by anyone able to
identify the registration of an account,  but the proceeds will only be invested
in  another  AARP  Fund  with  the same  registration.  The  AARP  Funds  employ
procedures to give reasonable assurance that telephone instructions are genuine,
including  recording  telephone calls,  testing a caller's  identity and sending
written confirmation of such transactions.  If an AARP Fund does not follow such
procedures,  it may be liable  for  losses  due to  unauthorized  or  fraudulent
telephone instructions.

         All the AARP  Funds in the  Program  into which  investors  may make an
exchange  are  described  in the combined  Prospectus  and in this  Statement of
Additional Information.  Before making an exchange, shareholders should read the
information  in the  Prospectus  regarding  the Fund into which the  exchange is
being contemplated.

                                TRANSACT BY PHONE

               (See "INVESTOR SERVICES--TRANSACT BY PHONE" in the
                                  Prospectus.)

         Shareholders,  whose  bank  of  record  is a  member  of the  Automated
Clearing  House  Network  (ACH) and who have enrolled in the "Transact by Phone"
option,  may purchase or redeem shares by telephone.  Shareholders  may purchase
shares valued at up to $250,000 but not less than $250.  Shareholders may redeem
shares in an amount not less than $250.

         In order to utilize the Transact by Phone  service,  shareholders  must
have completed the Transact by Phone authorization.  This authorization requires
designation of a bank account from which the purchase payment will be debited or
to which the  redemption  payment will be  credited.  New  investors  wishing to
establish the Transact by Phone service can do so by completing the  appropriate
section on the  enrollment  form.  Existing  shareholders  who wish to establish
Transact by Phone will need to complete a Transact by Phone  Enrollment Form. If
a  shareholder  has  previously  elected the  "Telephone  Redemption  to Bank of
Record" and/or the "Automatic Investment Plan" services, the banking information
must be identical for all of these services for each of the shareholder's Funds.
After sending in their enrollment forms,  shareholders  should allow 15 days for
the service to be activated.  The Trusts and their agents each reserve the right
to modify, interrupt,  suspend or terminate the Transact by Phone service at any
time, without notice.

Purchasing Shares by Transact by Phone

         To purchase shares by Transact by Phone, a shareholder  should call our
service people before 4:00 p.m.  Eastern time.  Shares will be purchased at that
night's closing share price. The  shareholder's  bank account will be debited on
the first business day following the purchase  request.  Requests received after
4:00 p.m. will be purchased at the next business day's closing price.

Redeeming Shares by Transact by Phone

         To redeem shares by Transact by Phone,  a  shareholder  should call our
service  people  before 4:00 p.m.  Eastern time to receive that night's  closing
share price. Requests received after 4:00 p.m. will be sold at the next business
day's  closing  price.  The  shareholder's  bank account  will be credited  with
redemption proceeds on the second or third business day following the redemption
request.

         The AARP Funds employ  procedures  to give  reasonable  assurance  that
telephone instructions are genuine, including recording telephone calls, testing
a caller's identity and sending written confirmation of such transactions. If an
AARP Fund does not follow  such  procedures,  it may be liable for losses due to
unauthorized or fraudulent telephone instructions.

                                       42
<PAGE>

                   FEATURES AND SERVICES OFFERED BY THE FUNDS

                   (See "STATEMENTS AND REPORTS," "EXCHANGING"
                   and "INVESTOR SERVICES" in the Prospectus.)

Automatic Dividend Reinvestment

         Investors  may  elect on their  enrollment  form  whether  they wish to
receive any  dividends  from net  investment  income or any  distributions  from
realized  capital gains in cash or to reinvest such dividends and  distributions
in additional  shares of the Fund paying the dividend or distribution.  They may
also elect to have these  payments  invested in shares of any other AARP Fund in
the Program in which they have an account. If no election is made, dividends and
distributions  will be reinvested in additional shares. A change of instructions
for the  method of  payment  may be given to the  Program at any time prior to a
record date.

         Each  distribution,  whether  by check or  reinvested  in a Fund,  will
include a brief explanation of the source of the distribution.

Distributions Direct

         Investors  may also  have  dividends  and  distributions  automatically
deposited  to  their   predesignated   bank  account  through  the  AARP  Funds'
DistributionsDirect  Program.  Shareholders  who  elect  to  participate  in the
DistributionsDirect  Program, and whose predesignated checking account of record
is with a member bank of the  Automated  Clearing  House  Network (ACH) can have
income and capital gain distributions  automatically deposited to their personal
bank  account  usually  within  three  business  days  after  the Fund  pays its
distribution.  A  DistributionsDirect  request  form can be  obtained by calling
1-800-253-2277.  Confirmation  statements  will be  mailed  to  shareholders  as
notification that distributions have been deposited.

Reports to Shareholders

         The AARP Funds send to  shareholders  at least  semiannually  financial
statements,  which are examined at least  annually by  independent  accountants,
including a list of investments  held and statements of assets and  liabilities,
operations, changes in net assets, and financial highlights.

         Investors   receive  a  brochure  entitled  Your  Guide  to  Simplified
Investment  Decisions  when they order an investment kit for the nine AARP Funds
which also contains a prospectus.  The Shareholder's Handbook is sent to all new
shareholders to help answer any questions they may have about investing.  An IRA
Handbook is sent to all new IRA shareholders.  Every month, shareholders will be
sent the newsletter,  Financial Focus. Retirement plan shareholders will be sent
a special edition of Financial Focus on a quarterly  basis.  The newsletters are
designed to help you keep up to date on economic  and  investment  developments,
and any new financial services and features of the Program.

Consolidated Statements

         Shareholders  with  investments in two or more AARP Funds will receive,
without charge, a convenient monthly Consolidated Statement.  IRA and Keogh Plan
accounts receive Consolidated Statements quarterly.  This statement contains the
market  value of all  holdings,  a  complete  listing  of  transactions  for the
statement period and a summary of the shareholder's  investment  program for the
statement  period  and for the  year to date.  Information  may be  obtained  by
contacting  the AARP  Investment  Program from Scudder,  P.O. Box 2540,  Boston,
Massachusetts 02208-2540, or by calling toll free, 1-800-253-2277.

                                RETIREMENT PLANS

   
         Shares of AARP High  Quality  Money Fund,  AARP GNMA and U.S.  Treasury
Fund,  AARP High Quality  Bond Fund,  AARP Bond Fund for Income,  AARP  Balanced
Stock and Bond Fund,  AARP Growth and Income Fund, AARP Global Growth Fund, AARP
Capital Growth Fund,  AARP Blue Chip Index Fund, AARP  International  Stock Fund
and AARP Small  Company  Stock  Fund  ("Eligible  Funds")  may be  purchased  in
connection with several types of tax-deferred retirement plans. These plans were
    

                                       43
<PAGE>

   
created for members of AARP.  Each plan is briefly  described  below.  The plans
provide  convenient  ways for AARP  members  to make  investments  which  may be
tax-deductible  for their  retirement  and have taxes on any  income  from their
investment  deferred  until  their  retirement,  when they may be in a lower tax
bracket.  Additional  information on each plan may be obtained by contacting the
AARP  Investment  Program from Scudder,  P.O. Box 2540,  Boston,  Massachusetts,
02208-2540,  or by calling toll free,  1-800-253-2277.  Investment professionals
and retirement-benefits experts estimate that prospective retirees will need 70%
to 80% of their  current  salaries  during each year of their  retirement,  with
adjustment  for changes in prices during  retirement,  to maintain their current
life-style.  Investment  professionals recommend diversifying  investments among
stock,  bonds and  cash-equivalents  when building  retirement  reserves.  It is
advisable  for an  investor  considering  any of the  plans  described  below to
consult with an attorney or tax advisor  with respect to the terms,  suitability
requirements and tax aspects of the plan.
    

AARP No-Fee Individual Retirement Account ("AARP No-Fee IRA")

         Shares  of the  Eligible  Funds  may  be  purchased  as the  underlying
investment for an AARP No-Fee IRA which meets the requirements of Section 408(a)
of the Internal  Revenue  Code.  Any AARP member with earned  income or wages is
eligible to make annual contributions to the AARP No-Fee IRA before the year the
member  attains  age 70 1/2.  An  individual  may  establish  an AARP No-Fee IRA
whether  or not he or she is an  active  participant  in  another  tax-qualified
retirement plan, including a tax-sheltered annuity or government plan.

   
         AARP No-Fee IRA participants may generally contribute to an AARP No-Fee
IRA up to the lesser of $2,000 or 100% of their  compensation  or earned income.
If both a husband  and wife work,  each may set up an AARP No-Fee IRA before the
year they attain age 70 1/2,  permitting  a potential  maximum  contribution  of
$4,000 per year for both persons. If one spouse has no earnings, each spouse may
have an AARP No-Fee IRA and the total maximum  contributions will be $4,000 with
no more than $2,000 going to either AARP No-Fee IRA.
    

         An individual will be allowed a full deduction for  contributions to an
AARP No-Fee IRA only if (1) neither the  individual,  nor his or her spouse,  if
they file a joint return,  is an active  participant  in an  employer-maintained
retirement  plan, or (2) the individual  (and his or her spouse,  if applicable)
has an  adjusted  gross  income  below a  certain  level  ($25,050  for a single
individual,  with a phase-out of the deduction for adjusted gross income between
$25,050 and $35,000; $40,050 for married individuals filing a joint return, with
a phase-out of the  deduction  for adjusted  gross  income  between  $40,050 and
$50,000). However, an individual not permitted to make a deductible contribution
may nonetheless make a nondeductible contribution to an AARP No-Fee IRA.

         Any AARP member who is entitled  to receive a  qualifying  distribution
from a qualified  retirement plan  (including a  tax-sheltered  annuity plan) or
another  IRA may  make a  rollover  contribution  of all or any  portion  of the
distribution  to the AARP No-Fee IRA,  either in a direct  rollover or within 60
days after receipt of the  distribution,  whether or not the member has attained
age 70 1/2. If a qualified rollover  contribution is made, the distribution will
not be subject to Federal income tax until distributed from the AARP No-Fee IRA;
however,  distributions  not directly  rolled over might be subject to automatic
20% federal tax withholding.

         AARP Mutual Fund  Representatives  are  available  to help you transfer
your IRA to the AARP No-Fee IRA. You pay no transfer fees for this  service.  An
AARP Mutual Fund  Representative  can help you with the paperwork,  contact your
present IRA  custodian,  help to transfer your funds to the AARP No-Fee IRA, and
send you a confirmation when your transfer is complete.

         Earnings  on the AARP  No-Fee IRA are not  subject  to current  Federal
income  tax  until  distributed;  distributions  are taxed as  ordinary  income.
Withdrawals   attributable  to  nondeductible   contributions  are  not  taxable
(however,  early withdrawals of such amounts are subject to penalty). The assets
in an AARP No-Fee IRA may be withdrawn  without  penalty  after the  participant
reaches age 59 1/2 or becomes disabled,  and must begin to be withdrawn by April
1st following the taxable year in which the participant reaches age 70 1/2.

         The table below shows how much individuals  would accumulate in a fully
tax-deductible  IRA by age 65  (before  any  distributions)  if they  contribute
$2,000 at the beginning of each year,  assuming average annual returns of 5, 10,
and 15%. (At withdrawal, accumulations in this table will be taxable.)

                                       44
<PAGE>
<TABLE>
<CAPTION>

                             Value of IRA at Age 65
                 Assuming $2,000 Deductible Annual Contribution

- --------------------------- ------------------------- ------------------------- --------------------------
         Starting
          Age of                                        Annual Rate of Return
                            ------------------------------------------------------------------------------
      Contributions                    5%                       10%                        15%
- --------------------------- ------------------------- ------------------------- --------------------------
            <S>                       <C>                      <C>                          <C>

            25                     $253,680                  $973,704                 $4,091,908
            35                      139,522                   361,887                    999,914
            45                       69,439                   126,005                    235,620
            55                       26,414                    35,062                     46,699
</TABLE>

AARP Keogh Plan

         Shares of the Eligible  Funds may be purchased for the AARP Keogh Plan.
The AARP Keogh Plan (the "Plan") is designed as a tax-qualified  retirement plan
consisting of a profit sharing plan and a money purchase  pension plan which can
be adopted by self-employed  persons who are members of AARP and by corporations
whose principal shareholders are members of AARP. Self-employed persons may make
annual  tax-deductible  contributions to the Plan equal to the lesser of $30,000
or 20% of their earned income.  An adopting  corporation may contribute for each
employee the lesser of $30,000 or 25% of the employee's taxable compensation. No
more than $150,000 (as adjusted) of earned income or taxable compensation may be
taken into account,  however. If the Plan is "top heavy," a minimum contribution
may be required for certain employees.  Additional  information on contributions
to the Plan is found in Your Guide to the AARP Keogh Plan.

         The Plan provides that  contributions may continue to be made on behalf
of  participants  after  they have  reached  the age of 70 1/2 if they are still
working.

         Lump sum  distributions  from the Plan may be  eligible to be taxed for
Federal  income tax  purposes  according  to a favorable  5-year  averaging  (or
10-year  averaging  for  individuals  who reached age 50 before 1986) method not
available to IRA distributions.  If members eligible to join this Plan choose to
roll over  pension and  profit-sharing  distributions  from other  tax-qualified
retirement  plans,  they will retain the right to use the  averaging  method for
such distributions.

         The Plans are prototype plans approved by the Internal Revenue Service.

         In general,  distributions from all tax-qualified  retirement programs,
including IRAs and tax-sheltered  annuity  programs,  must begin by April 1st in
the year following the year in which the participant reaches age 70 1/2, whether
or not he or she continues to be employed.  Excise taxes will apply to premature
distributions,  and to  taxpayers  who are  required,  but  fail,  to  receive a
distribution  after  reaching age 70 1/2. An additional  excise tax may apply to
certain excess  retirement  accumulations.  Special  favorable tax treatment for
certain  distributions  is reduced or phased out,  except  where  grandfathering
provisions apply.

         Shares of the Eligible Funds may be purchased also as an investment for
an IRA or tax-qualified retirement plan (including a tax-sheltered annuity plan)
other than those described above, if permitted by the provisions of the relevant
plan.

                                   OTHER PLANS

                         (See "INVESTOR SERVICES" in the
                                  Prospectus.)

Automatic Investment

         Shareholders may arrange to make periodic investments through automatic
deductions from checking accounts. The minimum pre-authorized  investment amount
is $50.  New  shareholders  who open a Gift to Minors  Account  pursuant  to the
Uniform Gift to Minors Act (UGMA) and the Uniform  Transfer to Minors Act (UTMA)

                                       45
<PAGE>

and who sign up for the  Automatic  Investment  Plan will be able to open a Fund
account for less than $500 if they agree to increase  their  investment  to $500
within a 10 month  period.  This  feature is only  available  to Gifts to Minors
Account investors. The Automatic Investment Plan may be discontinued at any time
without prior notice to a shareholder  if any debit from their bank is not paid,
or by written  notice to the  shareholder at least thirty days prior to the next
scheduled payment to the Automatic Investment Plan.

Automatic Withdrawal Plan

         Shareholders  who own or  purchase  $10,000 or more of shares of a AARP
Fund may establish an Automatic Withdrawal Plan with that Fund. The investor can
then receive monthly,  quarterly or periodic redemptions from his or her account
for any designated amount of $50 or more. Payments are mailed at the end of each
month.  The  check  amounts  may be based on the  redemption  of a fixed  dollar
amount, fixed share amount or percent of account value or declining balance. The
Automatic  Withdrawal  Plan  provides  for income  dividends  and capital  gains
distributions,  if any, to be reinvested in additional  shares.  Shares are then
liquidated  as  necessary  to  provide  for  withdrawal   payments.   Since  the
withdrawals are in amounts  selected by the investor and have no relationship to
yield or income,  payments  received  cannot be considered as yield or income on
the investment and the resulting liquidations may deplete or possibly extinguish
the  initial   investment  and  any  reinvested   dividends  and  capital  gains
distributions.  Requests for  increases in  withdrawal  amounts or to change the
payee must be submitted in writing, signed exactly as the account is registered,
and contain signature  guarantee(s) as described under "SIGNATURE GUARANTEES" in
the  Prospectus.  Any such request must be received by the AARP Fund's  transfer
agent  by the 15th of the  month in which  such  change  is to take  effect.  An
Automatic Withdrawal Plan may be terminated at any time by the shareholder,  the
AARP Funds or their agents on written  notice,  and will be terminated  when all
shares of the Funds under the Plan have been  liquidated  or upon receipt by the
Funds of notice of death of the  shareholder.  For more  information  concerning
this plan,  write to the AARP  Investment  Program from Scudder,  P.O. Box 2540,
Boston, MA 02208-2540 or call, toll-free, 1-800-253-2277.

Direct Payment of Regular Fixed Bills

         Shareholders  who own or purchase  $10,000 or more of shares of an AARP
Fund may arrange to have  regular  fixed  bills such as rent,  mortgage or other
payments of more than $50 made directly from their account. The arrangements are
virtually  the same as for an Automatic  Withdrawal  Plan (see above).  For more
information  concerning  this plan,  write to the AARP  Investment  Program from
Scudder,   P.O.  Box  2540,   Boston,   MA   02208-2540   or  call,   toll-free,
1-800-253-2277.

                               DIVIDENDS AND YIELD

                  (See "UNDERSTANDING FUND PERFORMANCE" in the
                                  Prospectus.)

         Each  AARP  Fund  intends  to  follow  the  practice  of   distributing
substantially all of its investment company taxable income (which includes,  for
example,  interest,  dividends and any excess of net realized short-term capital
gains over net realized long-term capital losses, less deductible expenses), and
its net  tax-exempt  interest  income,  if any.  Each AARP Fund also  intends to
follow the practice of distributing any excess of net realized long-term capital
gains over net  realized  short-term  capital  losses  after  reduction  for any
capital loss  carryforwards.  However, if it appears to be in the best interests
of a Fund and its shareholders, the Fund may retain all or part of such gain for
reinvestment.

   
         AARP Blue Chip Index Fund,  AARP Balanced  Stock and Bond Fund and AARP
Growth and Income Fund intend to pay  dividends in March,  June,  September  and
December of each year and any net realized  capital gains after the September 30
fiscal year end. AARP Small Company Stock Fund, AARP  International  Stock Fund,
AARP Global Growth Fund and AARP Capital Growth Fund intend to pay dividends and
any realized  capital gains over net realized  short-term  capital  losses after
reduction for any capital loss  carryforwards in December after the September 30
fiscal year end. AARP Bond Fund for Income intends to pay dividends  monthly and
any net  realized  capital  gains after the  September  30 fiscal year end.  See
"TAXES."
    

         Both types of  distributions  will be made in shares of the  respective
AARP  Fund  and  confirmations  will be  mailed  to each  shareholder  unless  a
shareholder has elected to receive cash, in which case a check will be sent.

                                       46
<PAGE>

         The net income of each AARP Money Fund,  each of the AARP Income  Funds
and the AARP Insured Tax Free General Bond Fund,  is  determined as of the close
of trading on the Exchange (usually 4:00 p.m. Eastern time) on each day on which
the Exchange is open for business.  All of the net income so determined normally
will be declared as a dividend daily to  shareholders  of record as of 4:00 p.m.
on the preceding day, and distributed  monthly.  Dividends  commence on the next
business  day after  purchase.  Dividends  which  are not paid by check  will be
reinvested in additional  shares of the  particular  Fund at the net asset value
per share  determined as of a day selected within five days of the last business
day of the month. Checks will be mailed to shareholders no later than the fourth
business day of the following month, and consolidated  statements confirming the
month's dividends will be mailed to shareholders electing to invest dividends in
additional  shares.  Dividends will  ordinarily be invested on the last business
day of each month at the net asset value per share determined as of the close of
regular trading on the Exchange.

         Should  the  AARP  Money  Funds  incur or  anticipate  any  unusual  or
unexpected  significant  expense,   depreciation  or  loss  which  would  affect
disproportionately  the Fund's income for a particular  period,  the Trustees of
such Fund or the  Executive  Committee of the Trustees may at that time consider
whether to adhere to the dividend policy  described above or to revise it in the
light of the then prevailing  circumstances in order to ameliorate to the extent
possible the  disproportionate  effect of such expense or loss on then  existing
shareholders. Such expenses may nevertheless result in a shareholder's receiving
no  dividends  for the period  during which the shares are held and in receiving
upon redemption a price per share lower than that which was paid.

         Similarly,  should the AARP High Quality Money Fund incur or anticipate
any unusual or unexpected  significant income,  appreciation or gain which would
affect  disproportionately  the  Fund's  income  for a  particular  period,  the
Trustees or the  Executive  Committee of the  Trustees  may consider  whether to
adhere to the dividend  policy  described  above or to revise it in the light of
the then prevailing  circumstances in order to ameliorate to the extent possible
the disproportionate effect of such income, appreciation or gain on the dividend
received by  existing  shareholders.  Such  actions may reduce the amount of the
daily dividend received by existing shareholders.

Performance Information: Computation of Yields and Total Return

a)   The AARP Money Funds

         From time to time,  quotations  of an AARP  Money  Fund's  yield may be
included in advertisements, sales literature or shareholder reports. These yield
figures are calculated in the following manner:

   
         The current  yield is the net  annualized  yield based on a specified 7
calendar-days  calculated at simple interest rates.  Current yield is calculated
by determining the net change,  exclusive of capital changes,  in the value of a
hypothetical pre-existing account having a balance of one share at the beginning
of the  period  and  dividing  such  change by the value of the  account  at the
beginning of the base period to obtain the base-period  return.  The base-period
return is then  annualized by  multiplying  it by 365/7;  the resultant  product
equals net annualized  current yield.  The current yield figure is stated to the
nearest  hundredth  of one percent.  The current  yield of the AARP High Quality
Money  Fund and the AARP High  Quality  Tax Free  Money  Fund for the  seven-day
period ended September 30, 1996 respectively, were 4.67% and 3.01%.
    

         The  effective  yield is the net  annualized  yield for a  specified  7
calendar-days assuming a reinvestment in Fund shares of all dividends during the
period,  i.e.,  compounding.  Effective  yield is  calculated  by using the same
base-period  return used in the  calculation  of current  yield  except that the
base-period  return is  compounded by adding 1, raising the sum to a power equal
to 365  divided  by 7, and  subtracting  1 from  the  result,  according  to the
following formula:

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

   
         The  effective  yield of the AARP High Quality  Money Fund and the AARP
High Quality Tax Free Money Fund for the  seven-day  period ended  September 30,
1996 respectively, were 4.78% and 3.06%.
    

         As described  above,  current  yield and  effective  yield are based on
historical earnings,  show the performance of a hypothetical  investment and are
not intended to indicate future  performance.  Current yield and effective yield
will vary based on changes in market conditions and the level of Fund expenses.

                                       47
<PAGE>

         In connection with  communicating its current yield and effective yield
to current or prospective shareholders, a Fund also may compare these figures to
the  performance of other mutual Funds tracked by mutual Fund rating services or
to other  unmanaged  indices  which may assume  reinvestment  of  dividends  but
generally do not reflect deductions for administrative and management costs.

b)   The AARP Money Funds, AARP Income Funds, AARP Growth Funds and AARP Insured
     Tax Free General Bond Fund

         From time to time,  quotations of a Fund's total return may be included
in advertisements,  sales literature or shareholder  reports.  This total return
figure is calculated in the following manner:

         The total return is the average annualized compound rate of return for,
where  applicable,  the periods of one year, five years and ten years, all ended
on the last day of a recent calendar quarter.  Total return  quotations  reflect
changes  in the price of a Fund's  shares  and  assume  that all  dividends  and
capital gains  distributions  during the respective  periods were  reinvested in
Fund  shares.  Total  return is  calculated  by finding the  average  annualized
compound  rates of  return  of a  hypothetical  investment  over  such  periods,
according  to the  following  formula  (total  return  is  then  expressed  as a
percentage):

                               T = (ERV/P)^1/n - 1
Where:

              T        =       average annualized compound total rate of return
              P        =       a hypothetical initial investment of $1,000
              n        =       number of years
              ERV      =       ending  redeemable value: ERV is the value
                               at the end of the  applicable  period,  of a
                               hypothetical  $1,000  investment made at the
                               beginning of the applicable period.
<TABLE>
<CAPTION>
   

                                                                        Total Return
                                              -----------------------------------------------------------------
                                                 One Year Ended       Five Years Ended      Ten Years Ended
                                                    9/30/96               9/30/96              9/30/96(1)
          <S>                                         <C>                   <C>                    <C>
AARP High Quality Money Fund
AARP High Quality Tax Free Money Fund                                       *                     *
AARP GNMA and U.S. Treasury
AARP High Quality Bond
AARP Bond Fund for Income+                            n.a.                  n.a.                  n.a.
AARP Insured Tax Free General Bond
AARP Balanced Stock and Bond Fund                                           n.a.
AARP Growth and Income
AARP Blue Chip Index Fund+                            n.a.                  n.a.                  n.a.
AARP Global Growth Fund                               n.a.                  n.a.                  n.a.
AARP Capital Growth
AARP International Stock Fund+                        n.a.                  n.a.                  n.a.
AARP Small Company Stock Fund+                        n.a.                  n.a.                  n.a.
</TABLE>
    
   
(1)      For the ten fiscal years ended September 30, 1996 for each of the above
         listed Funds except for the period  February 1, 1994  (commencement  of
         operations)  to September 30, 1996 for the AARP Balanced Stock and Bond
         Fund.

*        Prior to August 1,  1991,  the AARP High  Quality  Tax Free  Money Fund
         operated as the AARP Insured Tax Free Short Term Fund. The total return
         figures  for the five and ten years  ended  September  30, 1996 for the
         AARP High  Quality Tax Free Money Fund are  representative  of the Fund
         prior to its conversion date except that the figures have been adjusted
         to reflect its conversion to a money market fund.

+        AARP  Bond  Fund  for  Income,   AARP  Blue  Chip  Index   Fund,   AARP
         International  Stock Fund and AARP Small Company  Stock Fund  commenced
         operations on February 1, 1997.
    

                                       48
<PAGE>

         In  addition  to total  return  described  above,  the  Funds may quote
nonstandard "cumulative total return."

         The  cumulative  total  return is the rate of return on a  hypothetical
initial  investment of $1,000 for a specified  period.  Cumulative  total return
quotations  reflect  changes in the price of a Fund's shares and assume that all
dividends and capital gains  distributions  during the period were reinvested in
Fund  shares.  Cumulative  total  return is  calculated  by finding the rates of
return  of a  hypothetical  investment  over  such  periods,  according  to  the
following formula. (Cumulative total return is then expressed as a percentage):

                                 C = (ERV/P) -1

                   C        =       Cumulative Total Return
                   P        =       a hypothetical initial investment of $1,000
                   ERV              = ending redeemable value: ERV is the value,
                                    at the end of the  applicable  period,  of a
                                    hypothetical  $1,000  investment made at the
                                    beginning of the applicable period.
<TABLE>
<CAPTION>
   

                                                                  Cumulative Total Return
                                              -----------------------------------------------------------------
                                                 One Year Ended       Five Years Ended      Ten Years Ended
                                                    9/30/96               9/30/96              9/30/96(1)
          <S>                                         <C>                   <C>                    <C>
AARP Balanced Stock and Bond Fund                                            n.a.
AARP Growth and Income
AARP Blue Chip Index Fund                              n.a.                  n.a.                  n.a.
AARP Global Growth Fund                                n.a.                  n.a.                  n.a.
AARP Capital Growth
AARP International Stock Fund                          n.a.                  n.a.                  n.a.
AARP Small Company Stock Fund                          n.a.                  n.a.                  n.a.
</TABLE>

(1)  For the period February 1, 1994 (commencement of operations) to September
     30, 1996 for the AARP Balanced Stock and Bond Fund.

    

c)       The AARP Income Funds and AARP Insured Tax Free General Bond Fund

         From time to time,  quotations  of an AARP Fund's yield may be included
in  advertisements,  sales  literature  or  shareholder  reports.  This yield is
calculated in the following manner.

         The yield is the net annualized  SEC yield based on a specified  30-day
(or one month)  period  assuming  semiannual  compounding  of  income.  Yield is
calculated  by dividing the net  investment  income per share earned  during the
period by the  maximum  offering  price per share on the last day of the period,
according to the following formula:

                         YIELD = 2[((a-b)/cd + 1)^6 - 1]
         Where:

             a    = dividends and interest earned during the period, including
                    (except for mortgage or receivable-backed obligations) the
                    amortization of market premium or accretion of market
                    discount. For mortgage or receivables-backed obligations,
                    this amount includes realized gains or losses based on
                    historic cost for principal repayments received.

             b    = expenses accrued for the period (net of reimbursements).

             c    = the average daily number of shares outstanding during the
                    period that were entitled to receive dividends.

             d    = the maximum offering price per share on the last day of
                    the period.

                                       49
<PAGE>

   
                                                    Yield for the 30-day period
                     Fund                            ended September 30, 1996
                     --------------------------------------------------------

AARP GNMA and U.S. Treasury                                     6.54%
AARP High Quality Bond                                          5.96
AARP Bond Fund for Income                                       n.a.
AARP Insured Tax Free General Bond                              4.72
    

               d)   AARP Insured Tax Free General Bond and AARP High Quality Tax
                    Free Money Fund

         The tax equivalent yield is the net annualized after-tax yield based on
a specified  seven day period for money  market  funds or on a specified  30-day
(one month) period for non-money  market funds  assuming a  reinvestment  of all
dividends paid during the period,  i.e.,  compounding.  Tax equivalent  yield is
calculated  by dividing  that  portion of the Fund's  yield (as  computed in the
yield  description  above) which is  tax-exempt by one minus a stated income tax
rate and adding the  product to that  portion,  if any, of the yield of the Fund
that is not tax-exempt.
<TABLE>
<CAPTION>
   
                                                                         Equivalent Taxable Yields
                                                                      period ended September 30, 1996
                     Fund                        Tax Bracket:           28%                   31%
- ------------------------------------------------------------------------------------------------------
            <S>                                                         <C>                   <C>
AARP High Quality Tax Free Money                                       4.18%                 4.36%
AARP Insured Tax Free General Bond                                     6.56%                 6.84%
</TABLE>
    

(e)      General Performance Information

         Quotations  of an AARP  Fund's  performance  are  based  on  historical
earnings and are not intended to indicate  future  performance  of the Fund.  An
investor's  shares when  redeemed may be worth more or less than their  original
cost.  Performance of a Fund will vary based on changes in market conditions and
the level of the  Fund's  expenses.  In periods of  declining  interest  rates a
Fund's  quoted yield and 30-day  current  yield will tend to be somewhat  higher
than prevailing  market rates,  and in periods of rising interest rates a Fund's
quoted yield and 30-day current yield will tend to be somewhat lower.

         Comparison of non-standard  performance data of various  investments is
valid only if  performance  is  calculated  in the same manner.  Since there are
different  methods of calculating  performance,  investors  should  consider the
effect of the methods used to calculate  performance when comparing  performance
of a Fund with performance quoted with respect to other investment  companies or
types of investments.

         From time to time, in marketing and other AARP Fund  literature,  these
AARP Funds'  performances  may be compared to the performance of broad groups of
mutual  funds  with  similar   investment   goals,  as  tracked  by  independent
organizations,  such as Lipper Analytical Services, Inc. ("Lipper"),  Investment
Company Data, Inc. ("ICD"),  CDA Investment  Technologies,  Inc. ("CDA"),  Value
Line Mutual Fund Survey, Morningstar,  Inc. and other independent organizations.
For  instance,  AARP  Growth  Funds will be compared to funds in the growth fund
category;  and so on. In similar  fashion,  the performance of the AARP GNMA and
U.S.  Treasury  Fund  will  be  compared  to that of  certificates  of  deposit.
Evaluations of AARP Fund performance made by independent  sources or independent
experts may also be used in advertisements  concerning the AARP Funds, including
reprints of, or selections from, editorials or articles about these Funds.

         In  connection  with   communicating  its  performance  to  current  or
prospective  shareholders,  the Fund also may compare these figures to unmanaged
indices which may assume  reinvestment of dividends or interest but generally do
not reflect  deductions for  administrative  and management costs.  Indices with
which the Fund may be compared  include  but are not limited to, the  following:
Standard & Poor's  500 Stock  Index (S&P  500),  The  Europe/Australia/Far  East
(EAFE) Index,  Morgan Stanley  Capital  International  World Index,  J.P. Morgan
Global Traded Bond Index, and Salomon Brothers World Government Bond Index.

                                       50
<PAGE>

         Statistical and other  information,  as provided by the Social Security
Administration,  may be used in marketing  materials  pertaining  to  retirement
planning  in order to  estimate  future  payouts  of social  security  benefits.
Estimates may be used on demographic and economic data.

         Evaluation of Fund performance made by independent  sources may also be
used  in  advertisements   concerning  the  Funds,  including  reprints  of,  or
selections from, editorials or articles about these Funds. Sources for AARP Fund
performance  information and articles about the AARP Funds may include,  but are
not limited to, the following:

American Association of Individual  Investors' Journal, a monthly publication of
the AAII that includes articles on investment analysis techniques.

Asian Wall Street  Journal,  a weekly Asian  newspaper  that often  reviews U.S.
mutual funds investing internationally.

Banxquote,  an on-line source of national  averages for leading money market and
bank CD interest  rates,  published  on a weekly  basis by  MasterFund,  Inc. of
Wilmington, Delaware.

Barron's,  a Dow Jones and  Company,  Inc.  business and  financial  weekly that
periodically reviews mutual fund performance data.

Business  Week,  a  national  business  weekly  that  periodically  reports  the
performance rankings and ratings of a variety of mutual funds investing abroad.

CDA Investment  Technologies,  Inc., an organization which provides  performance
and ranking  information  through  examining the dollar results of  hypothetical
mutual fund investments and comparing these results against  appropriate  market
indices.

Consumer  Digest, a monthly  business/financial  magazine that includes a "Money
Watch" section featuring financial news.

Federal  Reserve  Bulletin,  a monthly  publication  that  reports  domestic and
international financial statistics,  including short-term certificate of deposit
interest rates.

Financial Times,  Europe's business newspaper,  which features from time to time
articles on international or country-specific funds.

Financial World, a general  business/financial  magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.

Forbes,  a national  business  publication  that from time to time  reports  the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.

The  Frank  Russell  Company,  a  West-Coast  investment  management  firm  that
periodically  evaluates  international stock markets and compares foreign equity
market performance to U.S. stock market performance.

Global  Investor,   a  European   publication  that  periodically   reviews  the
performance of U.S. mutual funds investing internationally.

   
IBC Money  Fund  Report,  a weekly  publication  of IBC  Financial  Data,  Inc.,
reporting on the  performance  of the nation's  money market funds,  summarizing
money  market fund  activity,  and  including  certain  averages as  performance
benchmarks, specifically "IBC's Money Fund Average," and "IBC's Government Money
Fund Average."
    

Ibbotson  Associates,  Inc., a company  specializing in investment  research and
data.

                                       51
<PAGE>

Investment  Company  Data,  Inc., an  independent  organization  which  provides
performance ranking information for broad classes of mutual funds.

   
Investor's Business Daily, a daily newspaper that features financial,  economic,
and business news.
    

Kiplinger's Personal Finance Magazine, a monthly investment advisory publication
that periodically features the performance of a variety of securities.

Lipper Analytical  Services,  Inc.'s Mutual Fund Performance  Analysis, a weekly
publication of industry-wide mutual fund averages by type of fund.

Money,  a monthly  magazine that from time to time features both specific  funds
and the mutual fund industry as a whole.

Morgan  Stanley  International,  an  integrated  investment  banking  firm  that
compiles statistical information.

Mutual Fund Values,  a biweekly  Morningstar,  Inc.  publication  that  provides
ratings  of  mutual  funds  based  on  fund  performance,   risk  and  portfolio
characteristics.

The New York Times, a nationally  distributed  newspaper which regularly  covers
financial news.

The No-Load Fund Investor, a monthly newsletter published by Sheldon Jacobs that
includes mutual fund  performance data and  recommendations  for the mutual Fund
investor.

No-Load Fund X, a monthly newsletter  published by DAL Investment Company,  Inc.
that reports on mutual fund performance,  rates funds, and discusses  investment
strategies for the mutual fund investor.

Personal  Investing  News,  a monthly  news  publication  that often  reports on
investment opportunities and market conditions.

Personal  Investor,  a monthly investment  advisory  publication that includes a
"Mutual Funds Outlook" section  reporting on mutual fund  performance  measures,
yields, indices and portfolio holdings.

Smart Money, a national personal finance magazine published monthly by Dow Jones
and  Company,  Inc.  and The  Hearst  Corporation.  Focus is placed on ideas for
investing, spending and saving.

Success,  a monthly magazine  targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.

United Mutual Fund Selector, a semi-monthly investment newsletter,  published by
Babson United  Investment  Advisors,  that includes mutual fund performance data
and reviews of mutual fund portfolios and investment strategies.

USA Today, a leading national daily newspaper.

   
U.S. News and World Report,  a national  news weekly that  periodically  reports
mutual fund performance data.
    

Value Line  Mutual  Fund  Survey,  an  independent  organization  that  provides
biweekly performance and other information on mutual funds.

The Wall Street Journal, a Dow Jones and Company, Inc. newspaper which regularly
covers financial news.

Wiesenberger  Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds,  management policies, salient features,  management results,
income and dividend records, and price ranges.

                                       52
<PAGE>

Working  Women,  a monthly  publication  that  features a  "Financial  Workshop"
section reporting on the mutual fund/financial industry.

Worth, a national  publication  put out 10 times per year by Capital  Publishing
Company,  a  subsidiary  of  Fidelity  Investments.  Focus is placed on personal
financial journalism.

   
Taking a Global Approach

         Many U.S.  investors  limit their holdings to U.S.  securities  because
they assume that international or global investing is too risky. While there are
risks  connected  with  investing  overseas,  it's important to remember that no
investment  -- even in blue-chip  domestic  securities -- is entirely risk free.
Looking  outside U.S.  borders,  an investor today can find  opportunities  that
mirror  domestic  investments  -- everything  from large,  stable  multinational
companies to start-ups in emerging markets.  To determine the level of risk with
which you are comfortable,  and the potential for reward you're seeking over the
long term,  you need to review the type of investment,  the world  markets,  and
your time horizon.

         The U.S.  is unusual in that it has a very broad  economy  that is well
represented in the stock market.  However,  many countries  around the world are
not only  undergoing a revolution in how their  economies  operate,  but also in
terms of the role their stock  markets  play in financing  activities.  There is
vibrant  change  throughout  the  global  economy  and  all of  this  represents
potential investment opportunity.

         Investing  beyond the United States can open this world of opportunity,
due partly to the dramatic shift in the balance of world  markets.  In 1970, the
United States alone  accounted for  two-thirds of the value of the world's stock
markets.  Now,  the  situation  is reversed -- only 35% of global  stock  market
capitalization  resides  here.  There are  companies in Southeast  Asia that are
starting to dominate regional  activity;  there are companies in Europe that are
expanding  outside of their  traditional  markets and taking advantage of faster
growth in Asia and  Latin  America;  other  companies  throughout  the world are
getting out from under state  control and  restructuring;  developing  countries
continue to open their doors to foreign investment.

         Stocks in many foreign markets can be attractively  priced.  The global
stock markets do not move in lock step.  When the valuations in one market rise,
there are other markets that are less expensive. There is also volatility within
markets in that some sectors may be more expensive while others are depressed in
valuation.  A wider set of  opportunities  can help make it possible to find the
best values available.

         International or global investing  offers  diversification  because the
investment is not limited to a single country or economy.  In fact, many experts
agree that investment strategies that include both U.S. and non-U.S.
investments strike the best balance between risk and reward.
    

                               TRUST ORGANIZATION

                         (See "FUND ORGANIZATION" in the
                                  Prospectus.)

   
         Each of the AARP Funds is a separate series of a Massachusetts business
trust.  AARP GNMA and U.S.  Treasury Fund,  AARP High Quality Bond Fund, and the
AARP Bond Fund for Income are series of AARP Income Trust. AARP High Quality Tax
Free Money Fund and AARP  Insured Tax Free  General Bond Fund are series of AARP
Tax Free Income  Trust which  changed its name from AARP Insured Tax Free Income
Trust on August 1, 1991.  AARP  Balanced  Stock and Bond Fund,  AARP  Growth and
Income Fund,  AARP Blue Chip Index Fund,  AARP Global Growth Fund,  AARP Capital
Growth Fund, AARP International Stock Fund and AARP Small Company Stock Fund are
series of AARP Growth Trust.  Each of the above Trusts was  established  under a
separate  Declaration of Trust dated June 8, 1984.  AARP High Quality Money Fund
is a separate  series of the AARP Cash Investment  Funds,  which was established
under a Declaration  of Trust dated January 20, 1983.  The original name of AARP
Cash Investment Funds was Master Investment Services Fund. That name was changed
to AARP Money Fund Trust on February 6, 1985, and to its present name on May 24,
1985. AARP Diversified  Income  Portfolio and AARP Diversified  Growth Portfolio
are series of AARP Managed  Investment  Portfolios  Trust which was  established
under a  Declaration  of Trust  on  ________________.  Each  Trust's  shares  of
beneficial  interest  of $.01 (AARP High  Quality Tax Free Money Fund $.001) par
value per share are issued in separate  series.  AARP Cash Investment  Funds has
    

                                       53
<PAGE>

   
three series in addition to AARP High Quality  Money Fund that are not currently
offered.  None of the other Trusts has an existing series which is not currently
being offered.  Other series may be established  and/or offered by the Trusts in
the future.  Each share of a series  represents an interest in that series which
is equal to each other share of that series.
    

         The assets  received for the issue or sale of the shares of each series
and all income,  earnings,  profits and  proceeds  thereof,  subject only to the
rights of creditors,  are  specifically  allocated to that series and constitute
the underlying  assets of that series.  The underlying assets of each series are
segregated on the books of account of the Trust,  and are to be charged with the
liabilities  of that series.  The Trustees  have  determined  that expenses with
respect to all series in a Trust are to be  allocated in  proportion  to the net
asset value, or such other  reasonable  basis, of the respective  series in that
Trust except where  allocations of direct  expenses can otherwise be more fairly
made.  The  officers of each Trust,  subject to the general  supervision  of the
Trustees, have the power to determine which liabilities are allocable to all the
series in a Trust.  Each Trust's  Declaration of Trust provides that allocations
so made to each series shall be binding on all persons.  While each  Declaration
of Trust provides that  liabilities of a series may be satisfied only out of the
assets of that series,  it is possible  that if a series were unable to meet its
obligations,  a court  might find that the  assets of other  series in the Trust
should satisfy such obligations.  In the event of the dissolution or liquidation
of a Trust,  the holders of the shares of each series are entitled to receive as
a class the  underlying  assets of that series  available  for  distribution  to
shareholders.

         Shareholders  are  entitled to one vote per share.  Separate  votes are
taken by each series on all matters  except where the 1940 Act  requires  that a
matter be decided by the vote of  shareholders  of all series of a Trust  voting
together or where a matter  affects  only one of the series,  in which case only
shareholders  of that  series  shall  vote  thereon.  For  example,  a change in
investment  policy for a series would be voted upon only by  shareholders of the
series  involved.  Additionally,  approval of each Trust's  investment  advisory
agreement is a matter to be determined  separately by each series in that Trust.
Approval  of the  agreement  by the  shareholders  of one  series  in a Trust is
effective as to that series  whether or not enough  votes are received  from the
shareholders  of other series in the Trust to approve  such  agreement as to the
other series.

         The Trustees of each Trust have the  authority to establish  additional
series and to  designate  the  relative  rights and  preferences  as between the
series.  All shares issued and  outstanding  of each series that is offered by a
Trust will be fully paid and  non-assessable  by the Trust,  and  redeemable  as
described in this Statement of Additional Information and in the Prospectus.

         Each  Declaration of Trust  provides that  obligations of the Trust are
not binding  upon the  Trustees  individually  but only upon the property of the
Trust,  that the Trustees and officers will not be liable for errors of judgment
or mistakes of fact or law, and that the Trust will  indemnify  its Trustees and
officers  against  litigation  in which  they may be  involved  because of their
offices with the Trust except if it is determined in the manner  provided in the
Declaration  of Trust that they have not acted in good  faith in the  reasonable
belief that their  actions  were in the best  interests  of the Trust.  However,
nothing in any of the Declarations of Trust protects or indemnifies a Trustee or
officer  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 office.

                             MANAGEMENT OF THE FUNDS

                         (See "FUND ORGANIZATION" in the
                                  Prospectus.)

   
         Each Trust,  except  AARP  Managed  Investment  Portfolios  Trust,  has
retained  Scudder,  Stevens & Clark,  Inc.,  a Delaware  corporation  (the "Fund
Manager"),  to perform management and investment advisory services for the Funds
pursuant  to  Investment  Management  and  Advisory  Agreements  with each Trust
("Management  Agreement")  dated  February  1,  1994.  AARP  Managed  Investment
Portfolios  Trust has  retained  the Fund  Manager  to  perform  management  and
investment  advisory services for the Portfolios pursuant to a Special Servicing
Agreement dated ____________.
    

         Each Management Agreement provides that the Fund Manager will regularly
provide, or cause to be provided, to the AARP Funds investment research,  advice
and  supervision  and furnish  continuously  an investment  program for the AARP
Funds consistent with each Fund's investment objective and policies.

                                       54
<PAGE>

         The  Fund  Manager  assumes  responsibility  for the  compensation  and
expenses  of all  officers  and  executive  employees  of each  Trust  and makes
available or causes to be made  available,  without  expense to the Trusts,  the
services of such of its partners,  directors, officers and employees as may duly
be elected officers or Trustees of a Trust,  subject to their individual consent
to serve and to any limitations imposed by law, and pays the Trusts' office rent
and  provides,  or causes to be  provided,  investment  advisory,  research  and
statistical  facilities and related  clerical  services.  For these services the
AARP Funds pay the Fund  Manager a monthly fee  consisting  of a base fee and an
individual  Fund fee.  The base fee is based on average  daily net assets of all
Funds in the AARP Investment Program, as follows:

           Program Assets                    Annual Rate at Each
             (Billions)                          Asset Level
             ----------                          -----------
              First $2                              0.35%
              Next $2                                0.33
              Next $2                                0.30
              Next $2                                0.28
              Next $3                                0.26
              Next $3                                0.25
              Over $14                               0.24

   
         Total program assets as of September 30, 1996 were over $___ billion.
    

         All AARP Funds pay a flat  individual  Fund fee based on the net assets
of that Fund,  except AARP  Diversified  Investment  Income  Portfolio  and AARP
Diversified Investment Growth Portfolio.

        The individual Fund fees are as follows:

   
        AARP High Quality Money Fund,  10/1200 of 1% (or approximately .10 of 1%
        on an annual basis);
        AARP GNMA and U.S. Treasury Fund, 12/1200 of 1% (or approximately .12 of
        1% on an annual basis);
        AARP High Quality Bond Fund,  19/1200 of 1% (or  approximately .19 of 1%
        on an annual basis);
        AARP Bond  Fund for  Income,  
        AARP High Quality Tax Free Money Fund, 10/1200 of 1% (or approximately
        .10 of 1% on an annual basis);
        AARP Insured Tax Free General Bond Fund, 19/1200 of 1% (or approximately
        .19 of 1% on an annual basis);
        AARP Balanced Stock and Bond Fund,  19/1200 of 1% (or  approximately .19
        of 1% on an annual basis);
        AARP Growth and Income Fund,  19/1200 of 1% (or  approximately .19 of 1%
        on an annual basis);
        AARP Blue Chip Index Fund,  AARP Global  Growth Fund,  55/1200 of 1% (or
        approximately .55 of 1% on an annual basis);
        AARP Capital Growth Fund,  32/1200 of 1% (or  approximately .32 of 1% on
        an annual basis).
        AARP  International  Stock Fund,  
        AARP Small Company Stock Fund,
        AARP Diversified Income Portfolio, n/a.
        AARP Diversified Growth Portfolio, n/a.

         The  advisory  fees from  October 1, 1993 to January 31, 1994 under the
previous  Investment  Management  and Advisory  Agreements and under the present
Investment  Management Agreement from February 1, 1994 to September 30, 1994 and
for the two fiscal years ended September 30, 1996 were as follows:
    

                                       55
<PAGE>

<TABLE>
<CAPTION>
                                                                    1994              1995             1996
                                                                    ----              ----             ----
 <S>                                                                 <C>               <C>              <C> 

   
          AARP High Quality Money Fund                          $ 1,244,322       $ 1,492,545
          AARP GNMA and U.S. Treasury Fund                       26,198,841        22,095,173
          AARP High Quality Bond Fund                             2,952,999         2,600,629
          AARP Bond Fund for Income**                              n.a.             n.a.              n.a.
          AARP High Quality Tax Free Money Fund                     568,107           493,693
          AARP Insured Tax Free General Bond Fund                 9,944,429         8,813,051
          AARP Balanced Stock and Bond Fund@                        365,435           960,412
          AARP Growth and Income Fund                             9,533,476        12,406,325
          AARP Blue Chip Index Fund**                              n.a.             n.a.              n.a.
          AARP Global Growth Fund*                                 n.a.             n.a.
          AARP Capital Growth Fund                                4,184,437         3,988,023
          AARP International Stock Fund**                          n.a.             n.a.              n.a.
          AARP Small Company Stock Fund**                          n.a.             n.a.              n.a.
          AARP Diversified Income Portfolio**                      n.a.             n.a.              n.a.
          AARP Diversified Growth Portfolio**                      n.a.             n.a.              n.a.
</TABLE>
    

         Each Management Agreement provides that the Fund Manager will reimburse
the AARP Funds or the Trust for annual  expenses in excess of the lowest expense
limitation  imposed by the states in which the Funds of the particular Trust are
at the time offering their shares for sale, although no payments are required to
be made by the Fund Manager pursuant to this  reimbursement  provision in excess
of the annual fee paid by the funds of a Trust to the Fund  Manager.  Management
has been  advised  that the lowest such  limitation  is  currently 2 1/2% of the
first  $30,000,000  of such net assets,  2% of the next  $70,000,000 of such net
assets and 1 1/2% of such net assets in excess of $100,000,000. Certain expenses
such as brokerage  commissions,  taxes,  extraordinary expenses and interest are
excluded from such  limitation.  The Fund Manager has agreed that its obligation
to reimburse the Funds will not be  restricted to the amounts of the  management
fees. Such agreement may be modified or withdrawn without shareholder approval.

   
         The expense  ratios,  net of voluntary  and  statutory  fee waivers and
reimbursements  of expenses,  for the periods ended September 30, 1994, 1995 and
1996 were as follows:

<TABLE>
<CAPTION>
<S>                                                                 <C>               <C>              <C> 
                                                                    1994              1995             1996
                                                                    ----              ----             ----
          AARP High Quality Money Fund                              1.13%             .98%
          AARP GNMA and U.S. Treasury Fund                           .66              .67
          AARP High Quality Bond Fund                                .95              .95
          AARP Bond Fund for Income**                                n.a.              n.a.             n.a.
          AARP High Quality Tax Free Money Fund                      .90              .87
          AARP Insured Tax Free General Bond Fund                    .68              .69
          AARP Balanced Stock and Bond Fund@                        1.31              1.01
          AARP Growth and Income Fund                                .76              .72
          AARP Blue Chip Index Fund**                               n.a.              n.a.             n.a.
          AARP Global Growth Fund*                                  n.a.              n.a.
          AARP Capital Growth Fund                                   .97              .95
          AARP International Stock Fund**                           n.a.              n.a.             n.a.
          AARP Small Company Stock Fund**                           n.a.              n.a.             n.a.
          AARP Diversified Income Portfolio**                       n.a.              n.a.             n.a.
          AARP Diversified Growth Portfolio**                       n.a.              n.a.             n.a.
    
</TABLE>

                                       56
<PAGE>

   
         For the fiscal  years ended  September  30,  1994,  1995 and 1996,  the
reimbursements  by the Fund  Manager  based on the  expense  limitation  then in
effect were as follows:

<TABLE>
<CAPTION>
<S>                                                                 <C>               <C>              <C> 
                                                                    1994              1995             1996
                                                                    ----              ----             ----
          AARP High Quality Money Fund                               --               --
          AARP GNMA and U.S. Treasury Fund                           --               --
          AARP High Quality Bond Fund                                --               --
          AARP Bond Fund for Income**                               n.a.              n.a.             n.a.
          AARP High Quality Tax Free Money Fund                    $8,083             --
          AARP Insured Tax Free General Bond Fund                    --               --
          AARP Balanced Stock and Bond Fund@                         --               --
          AARP Growth and Income Fund                                --               --
          AARP Blue Chip Index Fund**                               n.a.              n.a.             n.a.
          AARP Global Growth Fund*                                  n.a.              n.a.
          AARP Capital Growth Fund                                   --               --
          AARP International Stock Fund**                           n.a.              n.a.             n.a.
          AARP Small Company Stock Fund**                           n.a.              n.a.             n.a.
          AARP Diversified Income Portfolio**                       n.a.             n.a..             n.a.
          AARP Diversified Growth Portfolio**                       n.a.              n.a.             n.a.
    
</TABLE>

@    AARP Balanced Stock and Bond Fund commenced operations on February 1, 1994.
*    AARP Global Growth Fund commenced operations on February 1, 1996.
   
**   AARP Bond Fund for Income,  AARP Blue Chip Index Fund,  AARP  International
     Stock  Fund,  AARP  Small  Company  Stock  Fund,  AARP  Diversified  Income
     Portfolio and AARP  Diversified  Growth Portfolio  commenced  operations on
     February 1, 1997.
    

         If  reimbursement  is  required,   it  will  be  made  as  promptly  as
practicable after the end of each Trust's fiscal year.  However,  no fee payment
will be made to the Fund  Manager  during  any  fiscal  year  which  will  cause
year-to-date  expenses to exceed the cumulative  pro rata expense  limitation at
the time of such payment.  The amortization of organizational costs is described
herein under "ADDITIONAL INFORMATION-- Other Information."

         Under the Management  Agreements,  each Trust is responsible for all of
its other expenses including  organizational  expenses;  clerical salaries; fees
and expenses  incurred in  connection  with  membership  in  investment  company
organizations;  brokers'  commissions;  any fees for portfolio pricing paid to a
pricing agent; legal,  auditing and accounting expenses;  taxes and governmental
fees; the fees and expenses of the transfer  agent;  the cost of preparing share
certificates,  if any, and any other  expenses  including  clerical  expenses of
issue, redemption or repurchase of shares; the expenses and fees for registering
or qualifying  securities for sale; the fees and expenses of the Trustees of the
Trust who are not affiliated  with the Fund Manager,  Scudder,  Stevens & Clark,
Inc.,  AARP  Financial  Services  Corporation or AARP; the cost of preparing and
distributing reports and notices to shareholders; and the fees and disbursements
of  custodians.  Each Trust may arrange to have third parties assume all or part
of the expenses of sale,  underwriting  and distribution of shares of the Trust.
Each Trust is also  responsible  for its expenses  incurred in  connection  with
litigation,  proceedings  and  claims  and the legal  obligation  it may have to
indemnify  its  officers  and  Trustees  with  respect  thereto.  The  custodian
agreement for each Trust provides that the custodian shall compute the net asset
value for that Trust.

         Each Management  Agreement  provides that the Fund Manager shall not be
required to pay expenses of distribution of the Funds' shares to the extent that
(i) such distribution  expenses are, pursuant to a written contract, to be borne
by a principal  underwriter of the Trust ("Scudder Investor  Services,  Inc." is
principal  underwriter for the AARP Trusts), (ii) the Trust shall have adopted a
plan in  conformity  with Rule  12b-1  under the 1940 Act  ("Rule  12b-1  plan")
providing for the Trust (or the Funds or some other party) to assume some or all
of such  expenses,  or (iii) such  expenses  are required to be paid by Scudder,
Stevens & Clark,  Inc. To the extent such expenses of distribution are not to be
borne by a principal  underwriter,  or are not permitted to be paid by the Trust
(or a Fund or such other  party)  pursuant to a Rule 12b-1 plan,  they are to be
assumed by the Fund Manager. (The adoption of a Rule 12b-1 plan by a Trust would
require the approval of the Trustees, including a majority of those Trustees who
are not interested  persons of the Trust,  and of a majority of the  outstanding
voting securities of each Fund.)

                                       57
<PAGE>

   
         The Management Agreements for all Funds except AARP Global Growth Fund,
AARP Bond Fund for Income,  AARP Blue Chip Index Fund, AARP International  Stock
Fund,  and AARP Small  Company Stock Fund will remain in effect until August 31,
1997 and from year to year thereafter only if their  continuance is specifically
approved at least  annually by the vote of a majority of those  Trustees who are
not parties to such  Agreements  or  "interested  persons" of the Fund  Manager,
Scudder,  Stevens & Clark,  Inc.  or the  particular  Trust  cast in person at a
meeting  called for the purpose of voting on such approval and either by vote of
a majority of the Trustees  or, with respect to each Fund,  by a majority of the
outstanding  voting  securities  of that  Fund.  The  Supplement  to  Investment
Management Agreement for the AARP Global Growth Fund will remain in effect until
August 31,  1997 and from year to year  thereafter  only if its  continuance  is
specifically  approved  at least  annually  by the vote of a  majority  of those
Trustees who are not parties to such  Agreement or  "interested  persons" of the
Fund Manager,  Scudder,  Stevens & Clark,  Inc. or the particular  Trust cast in
person at a meeting called for the purpose of voting on such approval and either
by vote of a  majority  of the  Trustees  or, by a majority  of the  outstanding
voting  securities of the AARP Global Growth Fund.  The Supplement to Investment
Management  Agreement  for the AARP Bond Fund for  Income,  AARP Blue Chip Index
Fund,  AARP  International  Stock Fund,  and AARP Small  Company Stock Fund will
remain in effect until  _____________  and from year to year  thereafter only if
its  continuance  is  specifically  approved at least  annually by the vote of a
majority of those  Trustees who are not parties to such Agreement or "interested
persons" of the Fund Manager,  Scudder,  Stevens & Clark, Inc. or the particular
Trust  cast in person  at a meeting  called  for the  purpose  of voting on such
approval  and either by vote of a majority of the  Trustees or, by a majority of
the  outstanding  voting  securities of the particular AARP Fund. In the event a
Management Agreement is approved by the shareholders of one of the Funds but not
by the shareholders of the other Fund, the Management Agreement will continue in
effect as to the former Fund but not the latter.  The Management  Agreements for
all Funds  except AARP Global  Growth  Fund were last  approved by the  Trustees
(including a majority of the Trustees who are not "interested  persons") on June
18,  1996 and by the  shareholders  on  January  13,  1994.  The  Supplement  to
Investment  Management  Agreement for AARP Global Growth Fund dated  February 1,
1996 was  approved  by the  Trustees  on  December  13,  1995 and by the initial
shareholder  on January  24,  1996.  The  Supplement  to  Investment  Management
Agreement  for the AARP Bond Fund for Income,  AARP Blue Chip Index  Fund,  AARP
International  Stock Fund and AARP Small Company Stock Fund, dated  ____________
was approved by the Trustees on ______________ and by the initial shareholder of
each Fund on ____________.  Each Agreement may be terminated at any time without
payment  of  penalty  by  either  party  on  sixty  days'  written  notice,  and
automatically terminates in the event of its assignment.

         A  Special  Servicing  Agreement  (the  "Service  Agreement")  has been
entered into among the Fund Manager,  the Underlying AARP Mutual Funds,  Scudder
Service  Corporation,  Scudder Fund  Accounting  Corporation,  Scudder  Investor
Services,   Inc.  and  the  AARP   Managed   Investment   Portfolios   Trust  on
_____________.  Under the Service  Agreement,  the Fund Manager will arrange for
all services  pertaining to the operation of the Trust including the services of
Scudder Service  Corporation  and Scudder Fund Accounting  Corporation to act as
Shareholder  Servicing Agent and Fund Accounting Agent,  respectively,  for each
Portfolio. In addition, the Service Agreement will provide that, if the officers
of any  Underlying  AARP Mutual Fund, at the direction of the Board of Trustees,
determine that the aggregate expenses of a Portfolio are less than the estimated
savings to the Underlying AARP Mutual Fund from the operation of that Portfolio,
the  Underlying  AARP Mutual Fund will bear those  expenses in proportion to the
average daily value of its shares owned by that  Portfolio.  No Underlying  AARP
Mutual Fund will bear such  expenses in excess of the  estimated  savings to it.
Such savings are expected to result  primarily from the  elimination of numerous
separate  shareholder accounts which are or would have been invested directly in
the  Underlying  AARP Mutual Funds and the  resulting  reduction in  shareholder
servicing  costs.  In  this  regard,  the  shareholder  servicing  costs  to any
Underlying  AARP Mutual Fund for servicing  one account  registered to the Trust
would be  significantly  less than the cost to that same  Underlying AARP Mutual
Fund of servicing the same pool of assets  contributed in the typical fashion by
a  large  group  of  individual  shareholders  owning  small  accounts  in  each
Underlying AARP Mutual Fund.

         Based on actual expense data from the Underlying  AARP Mutual Funds and
certain  very  conservative  assumptions  with  respect to the  Trust,  the Fund
Manager, the Underlying AARP Mutual Funds, Scudder Service Corporation,  Scudder
Investor  Services,  Inc.,  Scudder Fund Accounting  Corporation,  Scudder Trust
Company and the Series anticipate that the aggregate  financial  benefits to the
Underlying  AARP Mutual Funds from these  arrangements  will exceed the costs of
operating  the  Portfolios.  If such turns out to be the case,  there will be no
charge to the Trust for the services  under the Service  Agreement.  Rather,  in
accordance with the Service  Agreement,  such expenses will be passed through to
the Underlying  AARP Mutual Funds in proportion to the value of each  Underlying
AARP Mutual Fund's shares held by each Portfolio.
    

                                       58
<PAGE>

         In the event that the aggregate  financial  benefits to the  Underlying
AARP Mutual Funds do not exceed the costs of a Portfolio,  the Fund Manager will
pay, on behalf of that  Portfolio,  that portion of costs,  as set forth herein,
determined to be greater than the benefits. The determination of whether and the
extent to which the  benefits  to the  Underlying  AARP  Mutual  Funds  from the
organization of the Trust will exceed the costs to such funds will be made based
upon the analysis criteria set forth in the Order.  This  cost-benefit  analysis
was  initially  reviewed by the  Trustees of the  Underlying  AARP Mutual  Funds
before  participating in the Service Agreement.  For future years, there will be
an  annual   review  of  the  Service   Agreement  to  determine  its  continued
appropriateness for each Underlying AARP Mutual Fund.

         Certain  non-recurring and  extraordinary  expenses will not be paid in
accordance with the Service Agreement including:  the fees and costs of actions,
suits or proceedings  and any penalties or damages in connection  therewith,  to
which a  Portfolio  may  incur  directly,  or may incur as a result of its legal
obligation to provide indemnification to its officers,  trustees and agents; the
fees and costs of any governmental  investigation  and any fines or penalties in
connection therewith;  and any federal,  state or local tax, or related interest
penalties  or  additions  to tax,  incurred,  for  example,  as a result  of the
Portfolios' failure to distribute all of its earnings,  failure to qualify under
subchapter  M of the  Internal  Revenue  Code,  or  failure  to timely  file any
required tax returns or other filings. Under unusual circumstances,  the parties
to the Service Agreement may agree to exclude certain other expenses.

         Scudder,  Stevens  &  Clark,  Inc.  is  one  of  the  most  experienced
investment  management  firms in the  United  States.  It was  established  as a
partnership in 1919 and pioneered the practice of providing  investment  counsel
to individual  clients on a fee basis.  In 1928 it introduced  the first no-load
mutual Fund to the public. In 1953,  Scudder  introduced  Scudder  International
Fund,  the  first  Fund  available  in the  U.S.  investing  internationally  in
securities of issuers in several foreign countries.  The principal source of the
Fund Manager's  income is professional  fees received from providing  continuous
investment  advice,  and the firm derives no income from  banking,  brokerage or
underwriting  of  securities.  Today,  it provides  investment  counsel for many
individuals  and  institutions,   including   insurance   companies,   colleges,
industrial corporations,  and financial and banking organizations.  In addition,
it manages  Montgomery Street Income  Securities,  Inc.,  Scudder California Tax
Free Trust,  Scudder Cash Investment Trust,  Scudder Equity Trust, Scudder Fund,
Inc., Scudder Funds Trust, Scudder Global Fund, Inc., Scudder GNMA Fund, Scudder
Institutional  Fund, Inc., Scudder  International Fund, Inc., Scudder Investment
Trust,  Scudder Municipal Trust,  Scudder Mutual Funds,  Inc.,  Scudder New Asia
Fund, Inc.,  Scudder New Europe Fund,  Inc.,  Scudder  Portfolio Trust,  Scudder
Securities  Trust,  Scudder  State Tax Free Trust,  Scudder Tax Free Money Fund,
Scudder Tax Free Trust,  Scudder U.S. Treasury Money Fund, Scudder Variable Life
Investment Fund,  Scudder World Income  Opportunities  Fund, Inc., The Argentina
Fund, Inc., The Brazil Fund, Inc., The First Iberian Fund, Inc., The Korea Fund,
Inc., The Japan Fund,  Inc., and The Latin America Dollar Income Fund, Inc. Some
of the foregoing companies or trusts have two or more series.

         The Fund Manager maintains a large research department,  which conducts
continuous  studies  of  the  factors  that  affect  the  condition  of  various
industries,  companies and individual securities. In this work, the Fund Manager
utilizes  certain  reports  and  statistics  from a  wide  variety  of  sources,
including  brokers and dealers who may execute  portfolio  transactions  for the
Fund and for clients of the Fund Manager, but conclusions are based primarily on
investigations and critical analyses by its own research specialists.

         Certain  investments may be appropriate for more than one Fund and also
for other  clients  advised by the Fund Manager.  Investment  decisions for each
Fund and for other  clients are made with a view to achieving  their  respective
investment  objectives and after  consideration of such factors as their current
holdings,  availability of cash for investment and the size of their investments
generally.  Frequently, a particular security may be bought or sold for only one
Fund or client or in different  amounts and at different times for more than one
but less than all Funds or other clients. Likewise, a particular security may be
bought for one or more Funds or clients  when one or more other Funds or clients
are selling the security.  In addition,  purchases or sales of the same security
may be made for two or more Funds or  clients  on the same  date.  In such event
such  transactions  will be allocated among the Funds and/or clients in a manner
believed  by the Fund  Manager to be  equitable  to each.  In some  cases,  this
procedure  could have an adverse effect on the price or amount of the securities
purchased or sold by a Fund. Purchase and sale orders for a Fund may be combined
with those of other Funds or clients of the Fund Manager in the interest of most
favorable net results to the particular Fund.

                                       59
<PAGE>

         Each Management  Agreement  provides that the Fund Manager shall not be
liable for any error of judgment  or mistake of law or for any loss  suffered by
the Funds in connection with matters to which the respective  agreement relates,
except a loss resulting from willful misfeasance,  bad faith or gross negligence
on the  part of the  Fund  Manager  in the  performance  of its  duties  or from
reckless  disregard by the Fund Manager of its  obligations and duties under the
respective agreement.

         In reviewing the terms of each Management  Agreement and in discussions
with the Fund Manager concerning such agreements, the Trustees of each Trust who
are not "interested  persons" of that Trust have been represented by independent
counsel at the Trust's  expense.  Dechert Price & Rhoads acts as general counsel
for the Trusts.

         Pursuant to a Member  Services  Agreement with the Fund Manager,  dated
February 1, 1994,  AARP  Financial  Services  Corp.  ("AFSC")  provides the Fund
Manager with  nondistribution  related service and advice  primarily  concerning
designing and tailoring the AARP  Investment  Program from Scudder and its Funds
to meet the needs of AARP's members on an ongoing basis. AARP Financial Services
Corp. receives, as compensation for its services, a Monthly Member Services fee.
The fee paid to AFSC is  calculated on a daily basis and depends on the level of
total assets of the AARP Investment Program. The fee rate decreases as the level
of total  assets  increases.  The fee rate for each level of assets is .07 of 1%
for the  first $6  billion,  .06 of 1% for the next  $10  billion  and .05 of 1%
thereafter.

         The Member  Services  Agreement  will remain in effect until August 31,
1997 and from year to year  thereafter  only if its  continuance is specifically
approved at least  annually by the vote of a majority of those  Trustees who are
not "interested persons" of the Fund Manager,  AFSC, or the Funds cast in person
at a meeting  called for the  purpose of voting on such  approval  and either by
vote of a majority of the Trustees or, with respect to each Fund,  by a majority
of the outstanding voting securities of that Fund. The continuance of the Member
Services  Agreement was last  approved by the Trustees  (including a majority of
the  Trustees  who are not such  "interested  persons")  on June 18, 1996 and by
shareholders  on  January  13,  1994.  The  Member  Services  Agreement  may  be
terminated  at any time  without  payment of penalty by the Funds on sixty days'
written notice,  or by AFSC upon six months' notice to the Funds and to the Fund
Manager,  and  automatically  terminates  in the event of its  assignment or the
assignment of the Management Agreement.

   
         Pursuant  to a Service  Mark  License  Agreement,  dated March 20, 1996
among the Trusts,  except for AARP Managed Investment Portfolios Trust, the Fund
Manager and AARP, use of the AARP service marks by a Trust and its Funds will be
terminated, unless otherwise agreed to by AARP, upon termination of that Trust's
Management Agreement.
    

         Officers  and  employees of the Fund Manager from time to time may have
transactions with various banks, including the AARP Funds' custodian bank. It is
the Fund Manager's  opinion that the terms and conditions of those  transactions
which have  occurred were not  influenced by existing or potential  custodial or
other Fund relationships.

         None of the officers or Trustees of a Trust may have dealings with that
Trust as principals in the purchase or sale of securities,  except as individual
subscribers or holders of shares of the Funds.

Personal Investments by Employees of Scudder

     Employees   of  Scudder  are   permitted   to  make   personal   securities
transactions,  subject to requirements  and  restrictions set forth in Scudder's
Code of Ethics. The Code of Ethics contains provisions and requirements designed
to  identify  and  address  certain   conflicts  of  interest  between  personal
investment  activities and the interests of investment  advisory clients such as
the Funds. Among other things, the Code of Ethics, which generally complies with
standards  recommended by the Investment Company  Institute's  Advisory Group on
Personal  Investing,  prohibits  certain  types  of  transactions  absent  prior
approval,  imposes time periods  during which personal  transactions  may not be
made in certain  securities,  and requires the  submission  of duplicate  broker
confirmations  and monthly  reporting  of  securities  transactions.  Additional
restrictions apply to portfolio managers,  traders, research analysts and others
involved  in the  investment  advisory  process.  Exceptions  to these and other
provisions  of the Code of Ethics  may be granted  in  particular  circumstances
after review by appropriate personnel.

                                       60
<PAGE>

                              TRUSTEES AND OFFICERS
<TABLE>
<CAPTION>

   
                                                                                               Position with
                                                                                               Underwriter,
Name, Age                             Position              Principal                          Scudder Investor
and Address                           with Trusts           Occupation**                       Services, Inc.
- -------------------------------------------------------------------------------------------------------------
       <S>                               <C>                     <C>                               <C>

Cuyler W. Findlay#* (63)              Chairman of the       Managing Director of Scudder,     --
                                      Board and Trustee     Stevens & Clark, Inc.

Horace B. Deets+* (58)                Vice Chairman and     Executive Director, American      --
                                      Trustee               Association of Retired Persons

Linda Coughlin#* (45)                 President and         Managing Director of Scudder,      Director and Senior
                                      Trustee               Stevens & Clark, Inc.              Vice President

Carole Lewis Anderson (52)            Trustee               President, MASDUN Capital          --
3616 Reservoir Road, N.W.                                   Advisors; Formerly Principal,
Washington, DC                                              Suburban Capital Markets, Inc.;
                                                            Director, VICORP Restaurants,
                                                            Inc.; Member of the Board,
                                                            Association for Corporate Growth
                                                            of Washington, D.C.; Trustee,
                                                            Hasbro Children's Foundation and
                                                            Mary Baldwin College

Adelaide Attard (66)                  Trustee               Gerontology Consultant; Member,    --
270-28N Grand Central Parkway                               New York City Department of
Floral Park, NY                                             Aging Advisory Council--
                                                            Appointed by Mayor (1995); Board
                                                            Member, American Association on
                                                            International Aging (1981 to
                                                            present); Commissioner, County
                                                            of Nassau, New York, Dept. of
                                                            Senior Citizen Affairs
                                                            (1971-1991); Chairperson,
                                                            Federal Council on Aging
                                                            (1981-1986)

Cyril F. Brickfield+* (78)            Trustee               Honorary President and Special    --
                                                            Counsel, American Association of
                                                            Retired Persons

Robert N. Butler, M.D. (70)           Trustee               Director, International           --
211 Central Park West                                       Longevity Center and Professor
Apt. 7F                                                     of Geriatrics and Adult
New York, NY                                                Development; Chairman, Henry L.
                                                            Schwartz Department of
                                                            Geriatrics and Adult
                                                            Development, Mount Sinai Medical
                                                            Center (1982 to present);
                                                            Formerly Director, National
                                                            Institute on Aging, National
                                                            Institute of Health (1976-1982)
    
</TABLE>

                                       61
<PAGE>
<TABLE>
<CAPTION>
                                                                                               Position with
                                                                                               Underwriter,
Name, Age                             Position              Principal                          Scudder Investor
and Address                           with Trusts           Occupation**                       Services, Inc.
- -------------------------------------------------------------------------------------------------------------
       <S>                               <C>                     <C>                               <C>

   
Esther Canja+* (69)                   Trustee               Vice President, American          --
                                                            Association of Retired Persons;
                                                            Trustee and Chair, AARP Group
                                                            Health Insurance Plan; Board
                                                            Liaison, National Volunteer
                                                            Leadership Network Advisory
                                                            Committee; Chair, Board
                                                            Operations Committee; AARP State
                                                            Director of Florida (1990-1992)

Edgar R. Fiedler (67)                 Trustee               Vice President and Economic       --
845 Third Ave.                                              Counselor, The Conference Board,
New York, NY                                                Inc.

Lt. Gen. Eugene P. Forrester (70)     Trustee               Lt. General (Retired), U.S.       --
1101 S. Arlington Ridge Rd.                                 Army; International Trade
Arlington, VA                                               Counselor (1983 to present);
                                                            Consultant

Wayne F. Haefer* (60)                 Trustee               Director, Membership Division of  --
                                                            AARP; Formerly Secretary,
                                                            Employee's Pension and Welfare
                                                            Trusts of AARP and Retired
                                                            Persons Services, Inc.

George L. Maddox, Jr. (71)            Trustee               Professor Emeritus and Director,  --
P.O. Box 2920                                               Long Term Care Resources
Duke Univ. Medical Center                                   Program, Duke University Medical
Durham, NC                                                  Center; Professor Emeritus of
                                                            Sociology, Departments of
                                                            Sociology and Psychiatry, Duke
                                                            University

Robert J. Myers (84)                  Trustee               Actuarial Consultant (1983-        --
9610 Wire Ave.                                              present); Formerly Chairman,
Silver Spring, MD                                           Commission on Railroad
                                                            Retirement Reform (1988-90);
                                                            Deputy Commissioner, Social
                                                            Security Administration
                                                            (1981-1982); Member, National
                                                            Commission on Social Security
                                                            (1978-1981); Formerly Executive
                                                            Director, National Commission on
                                                            Social Security Reform
                                                            (1982-1983); Director: NASL
                                                            Series Trust, Inc. and North
                                                            American Funds, Inc.; Member,
                                                            Prospective Payment Assessment
                                                            Commission.
    
</TABLE>

                                       62
<PAGE>
<TABLE>
<CAPTION>
                                                                                               Position with
                                                                                               Underwriter,
Name, Age                             Position              Principal                          Scudder Investor
and Address                           with Trusts           Occupation**                       Services, Inc.
- -------------------------------------------------------------------------------------------------------------
       <S>                               <C>                     <C>                               <C>

   
James H. Schulz (60)                  Trustee               Professor of Economics and         --
158 Scruton Pond Road                                       Kirstein Professor of Aging
Barrington, NH                                              Policy, Policy Center on Aging,
                                                            Florence Heller School, Brandeis
                                                            University

Gordon Shillinglaw (71)               Trustee               Professor Emeritus of              --
196 Villard Ave.                                            Accounting, Columbia University
Hastings-on-Hudson, NY                                      Graduate School of Business

Thomas W. Joseph## (57)               Vice President        Principal of Scudder, Stevens &    Vice President,
                                                            Clark, Inc.                        Director, Treasurer and
                                                                                               Assistant Clerk

David S. Lee## (63)                   Vice President and    Managing Director of Scudder,      President, Assistant
                                      Assistant Treasurer   Stevens & Clark, Inc.              Treasurer and Director

Thomas F. McDonough## (50)            Vice President and    Principal of Scudder, Stevens &    Clerk
                                      Assistant Secretary   Clark, Inc.

Pamela A. McGrath## (43)              Vice President and    Managing Director of Scudder,     --
                                      Treasurer             Stevens & Clark, Inc.

Edward J. O'Connell# (51)             Vice President and    Principal of Scudder, Stevens &    Assistant Treasurer
                                      Assistant Treasurer   Clark, Inc.

James W. Pasman## (44)                Vice President        Principal of Scudder, Stevens &   --
                                                            Clark, Inc.

Kathryn L. Quirk# (44)                Vice President and    Managing Director of Scudder,      Senior Vice President
                                      Secretary             Stevens & Clark, Inc.

Howard Schneider# (39)                Vice President        Managing Director of Scudder,     --
                                                            Stevens & Clark, Inc.

Cornelia M. Small# (52)               Vice President        Managing Director of Scudder,     --
                                                            Stevens & Clark, Inc.
    
</TABLE>

*    Messrs.  Brickfield,  Deets, Findlay, Haefer and Ms. Canja and Ms. Coughlin
     are  Trustees  of each of the Trusts and are  considered  by the Trusts and
     their  counsel to be persons  who are  "interested  persons"  of the Trusts
     (within the meaning of the 1940 Act).
**   Unless otherwise stated, all the Trustees and officers have been associated
     with  their  respective  companies  for  more  than  five  years,  but  not
     necessarily in the same capacity.
#    Address: 345 Park Avenue, New York, New York
##   Address: Two International Place, Boston, Massachusetts
+    Address: 601 E Street, N.W., Washington, D.C.

                                       63
<PAGE>

   
         As of December  31,  1996,  all Trustees and officers of the Funds as a
group owned  beneficially  (as that term is defined  under  Section 13(d) of the
Securities Exchange Act) less than 1% of the outstanding shares of each Fund. To
the best of the  Trusts'  knowledge  as of  December  31,  1996 no person  owned
beneficially more than 5% of the outstanding shares of any of the Trusts.
    

                                  REMUNERATION

   
         Several of the  officers  and Trustees of the Trusts may be officers or
employees  of  Scudder,  Stevens & Clark,  Inc.,  Scudder  Service  Corporation,
Scudder Investor  Services,  Inc., or Scudder Trust Company and will participate
in the fees received by such entities.  No individual  affiliated with AARP will
participate  directly in any such fees. The Trusts pay no direct remuneration to
any officer of the Trusts.  However,  each of the Trustees who is not affiliated
with  Scudder,  Stevens & Clark,  Inc. or AARP will be paid by the  Trust(s) for
which he or she serves as  Trustee.  Until  September  30,  1996,  each of these
unaffiliated  Trustees  received an annual fee of $2000 from each Fund for which
he or she serves  plus $270 for each  Trustees'  meeting and $200 for each audit
committee  meeting or meeting held for the purpose of  considering  arrangements
between the Fund and the Fund Manager or any of its  affiliates  attended.  Each
unaffiliated  Trustee also received $100 per  committee  meeting,  other than an
audit committee  meeting,  attended.  If any such meetings are held jointly with
meetings of one or more mutual funds advised by the Fund Manager,  a maximum fee
of $800 for meetings of the Board,  meetings of the unaffiliated  members of the
Board for the purpose of considering  arrangements between the Fund and the Fund
Manager or any of its affiliates or the audit committees of such Funds, and $400
for all other committee meetings or meetings of the unaffiliated  members of the
Board is paid, to be divided equally among the Funds. Effective October 1, 1996,
each unaffiliated Trustee will receive an annual retainer of $10,000 for serving
as a Trustee of the AARP  Investment  Program.  In  addition,  each Trustee will
receive  for each Fund on which they  serve,  a fee of $175 for  attending  each
Trustees' meeting; $150 for attending each audit and contract committee meeting;
$100 for attending each  nominating  committee  meeting;  and $125 for attending
each additional  committee  meeting.  For the year ended September 30, 1996, the
Trustees' fees and expenses for nine of the Funds were as follows:

                   Fund                         Expense
                   ------------------------------------
    

 AARP High Quality Money Fund AARP GNMA and U.S. Treasury Fund AARP High Quality
 Bond Fund AARP High  Quality Tax Free Money Fund AARP  Insured Tax Free General
 Bond Fund AARP  Balanced  Stock and Bond Fund AARP  Growth and Income Fund AARP
 Global Growth Fund AARP Capital Growth Fund

   
The  following  table  shows  the  aggregate   compensation   received  by  each
unaffiliated  Trustee  from each Trust and from all AARP Trusts and Scudder Fund
complex for the year ended December 31, 1996.

<TABLE>
<CAPTION>
                             AARP Cash      AARP Income    AARP Tax Free                      All AARP Trusts and
                          Investment Fund      Trust        Income Trust         AARP               Scudder
Name                                                                         Growth Trust         Fund Complex
- --------------------------------------------------------------------------------------------------------------
     <S>                         <C>             <C>            <C>              <C>                  <C>
Carole L. Anderson                                                                                 (__ funds)

Adelaide Attard                                                                                    (__ funds)

Robert N. Butler                                                                                   (__ funds)

Mary Johnston Evans                                                                                (__ funds)

Edgar R. Fiedler                                                                                   (__ funds)

Eugene P. Forrester                                                                                (__ funds)

William B. Macomber                                                                                (__ funds)

George L. Maddox, Jr.                                                                              (__ funds)
    
</TABLE>

                                       64
<PAGE>
<TABLE>
<CAPTION>
   
                             AARP Cash      AARP Income    AARP Tax Free                      All AARP Trusts and
                          Investment Fund      Trust        Income Trust         AARP               Scudder
Name                                                                         Growth Trust         Fund Complex
- --------------------------------------------------------------------------------------------------------------
     <S>                         <C>             <C>            <C>              <C>                  <C>

Robert J. Myers                                                                                    (__ funds)

James H. Schulz                                                                                    (__ funds)

Gordon Shillinglaw                                                                                 (__ funds)

+     AARP Diversified  Investment Income Portfolio and AARP Diversified  Investment  Growth Portfolio,  series of AARP
      Investment Portfolio Trust, commenced operations on February 1, 1997.
      AARP Cash Investment Fund consists of one Fund:  AARP High Quality Money Fund.
      AARP Income Trust consists of three Funds:  AARP GNMA and U.S.  Treasury  Fund,  AARP High Quality Bond Fund, and
      AARP Bond Fund for Income.*
      AARP Tax Free Income  Trust  consists of two Funds:  AARP High  Quality Tax Free Money Fund and AARP  Insured Tax
      Free General Bond Fund.
      AARP Growth Trust consists of seven Funds:  AARP Balanced  Stock and Bond Fund,  AARP Blue Chip Index Fund,* AARP
      Growth and Income Fund, AARP Global Growth Fund,* AARP Capital Growth Fund, AARP  International  Stock Fund,* and
      AARP Small Company Stock Fund.*

*     AARP Global Growth Fund commenced  operations on February 1, 1996. AARP Bond Fund for Income,  AARP Blue Chip Index
      Fund, AARP International Stock Fund, and AARP Small Company Stock Fund commenced operations on February 1, 1997.
 
**    Mr. Fiedler received $______ through a deferred  compensation  program.  As of December 31, 1996, Mr. Fiedler had
      a total of $______  accrued in a deferred  compensation  program for serving on the Board of Directors of Scudder
      Institutional Fund, Inc. and Scudder Fund, Inc.
</TABLE>
    

                                   DISTRIBUTOR

         Each of the Trusts has an underwriting  agreement with Scudder Investor
Services,  Inc. (the  "Distributor"),  a Massachusetts  corporation,  which is a
subsidiary  of  Scudder,  Stevens & Clark,  Inc.,  a Delaware  corporation.  The
underwriting  agreements  dated  September  4, 1985 will remain in effect  until
August 31, 1997 and from year to year  thereafter  only if their  continuance is
approved  annually by a majority of the members of the Board of Trustees of each
Trust who are not parties to such  agreement or  interested  persons of any such
party and either by vote of a majority of the Board of Trustees of each Trust or
a majority of the outstanding voting securities of each Trust.

         Under  each  Trust's  principal  underwriting  agreement,  the Trust is
responsible  for:  the payment of all fees and expenses in  connection  with the
preparation and filing with the SEC of its registration statement and prospectus
and any amendments and supplements  thereto;  the registration and qualification
of shares for sale in the various states,  including  registering the Trust as a
broker or dealer;  the fees and  expenses  of  preparing,  printing  and mailing
prospectuses  (see  below for  expenses  relating  to  prospectuses  paid by the
Distributor),   notices,  proxy  statements,  reports  or  other  communications
(including  newsletters) to shareholders of the Trust;  the cost of printing and
mailing  confirmations of purchases of shares and the prospectuses  accompanying
such confirmations;  any issue taxes or any initial transfer taxes; a portion of
shareholder  toll-free  telephone  charges;  the cost of wiring  funds for share
purchases  and  redemptions  (unless paid by the  shareholder  who initiates the
transaction); and the cost of printing and postage of business reply envelopes.

         The Distributor will pay for printing and distributing  prospectuses or
reports  prepared for its use in  connection  with the offering of shares of the
Funds to the public and preparing,  printing and mailing any other literature or
advertising  in  connection  with the  offering  of  shares  of the Funds to the
public.  The  Distributor  will pay all fees and expenses in connection with its
qualification  and  registration  as a broker or dealer under  federal and state
laws,  a portion of the cost of  toll-free  telephone  service  and  expenses of
customer service  representatives,  a portion of the cost of computer terminals,
and of any activity which is primarily  intended to result in the sale of shares
issued by each Trust.

         Note: Although each Trust does not currently have a Rule 12b-1 Plan and
shareholder  approval would be required in order to adopt one, the  underwriting
agreements  provide  that the  Trust  will  also  pay  those  fees and  expenses
permitted to be paid or assumed by that Trust  pursuant to a Rule 12b-1 Plan, if

                                       65
<PAGE>

any, adopted by each Trust,  notwithstanding any other provision to the contrary
in the  underwriting  agreement  and each Trust or a third  party will pay those
fees  and  expenses  not  specifically  allocated  to  the  Distributor  in  the
underwriting agreement.

         As  agent,  the  Distributor  currently  offers  shares of the Funds to
investors  in  all  states.  Each  underwriting   agreement  provides  that  the
Distributor  accepts  orders  for  shares at net asset  value  because  no sales
commission or load is charged the  investor.  The  Distributor  has made no firm
commitment to acquire shares of any of the Funds.

                                      TAXES

 (See "ADDITIONAL INFORMATION ABOUT DISTRIBUTIONS AND TAXES" in the Prospectus.)

   
         Each  AARP Fund has  qualified  and  intends  to elect to be taxed as a
regulated  investment  company under  Subchapter M of the United States Internal
Revenue  Code (the  "Code"),  as  amended,  since its  inception  and intends to
continue to so qualify.  (Such  qualification  does not involve  supervision  of
management or investment  practices or policies by a government  agency.) In any
year in which a Fund so qualifies and distributes at least 90% of its investment
company taxable income,  and at least 90% of its net tax-exempt  income, if any,
the Fund  generally  is not subject to Federal  income tax to the extent that it
distributes  to  shareholders  its  investment  company  taxable  income and net
realized capital gains in the manner required under the Code.
    

         Each  AARP Fund must  distribute  its  taxable  income  according  to a
prescribed  formula  and will be  subject  to a 4%  nondeductible  excise tax on
amounts not so  distributed.  The  formula  requires a Fund to  distribute  each
calendar year at least 98% of its ordinary income (excluding  tax-exempt income)
for the  calendar  year,  at least 98% of the excess of its  capital  gains over
capital  losses  (adjusted  for certain  ordinary  losses)  realized  during the
one-year  period  ending  October 31 of such year,  and any ordinary  income and
capital gains for prior years that was not previously distributed.

         To qualify under Subchapter M, gains from the sale of stock, securities
and certain  options,  futures and  forward  contracts  held for less than three
months  must be limited to less than 30% of each  Fund's  annual  gross  income.
Moreover, short-term gains (i.e., gains from the sale of securities held for one
year or less) are taxed as ordinary  income when  distributed  to  shareholders.
Options,  futures  and forward  activities  of the AARP Funds may  increase  the
amount of the short-term gains and gains that are subject to the 30% limitation.

         The  determination  of the  nature  and  amount of  investment  company
taxable income of a Fund will be based solely on the transactions in, and on the
income  received and expenses  incurred by or allocated to, the Fund.  Each AARP
Fund intends to offset any realized net capital  gains  against any capital loss
carryforward before making capital gains distributions to shareholders.

         Distributions of any investment  company taxable income (which includes
interest,  dividends  and the  excess of net  short-term  capital  gain over net


                                       66
<PAGE>

long-term  capital loss,  less expenses) are taxable to shareholders as ordinary
income.

         Generally,  each Fund will distribute any net capital gains (the excess
of its net realized  long-term  capital  gain over its net  realized  short-term
capital loss). If a Fund retains its net capital gains for investment, requiring
Federal  income tax to be paid thereon by the Fund, the Fund intends to elect to
treat such capital gains as having been  distributed to its  shareholders.  As a
result,  shareholders  (a) will be  required  to include  in income for  Federal
income tax purposes,  as long-term capital gains, their  proportionate  share of
such   undistributed   amounts  and  (b)  will  be  entitled  to  credit   their
proportionate  share of the Federal  income tax paid thereon by the Fund against
their Federal income tax liability.  In the case of shareholders whose long-term
capital  gains would be taxed at a lower rate,  the amount of the credit for tax
paid by a Fund in excess of the shareholder's actual tax on capital gains may be
applied to reduce the net amount of tax otherwise  payable by such  shareholders
in respect of their  other  income or, if no tax is  payable,  the excess may be
refunded.  For Federal  income tax purposes,  the tax basis of shares owned by a
shareholder  of a Fund will be increased  by an amount  equal to the  difference
between its pro rata share of such gains and its tax credit.  If a Fund  retains
net  capital  gains,  it may  not be  treated  as  having  met  the  excise  tax
distribution requirement.

         Distributions  of net  capital  gains are  taxable to  shareholders  as
long-term capital gain,  regardless of the length of time the shares of the Fund
have been held by such  shareholders.  Any loss realized upon the  redemption of
shares held at the time of redemption  for six months or less will be treated as
a long-term  capital loss to the extent of any amounts treated as  distributions
of long-term capital gain during such six-month period.

         Distributions  of investment  company  taxable  income and net realized
capital  gains by a Fund will be taxable as  described  above,  whether  made in
shares or in cash. Shareholders electing to receive distributions in the form of
additional shares will have a cost basis for Federal income tax purposes in each
share  received  equal  to the net  asset  value  of a share  of the Fund on the
reinvestment date.

         Distributions  by a Fund  reduce  the net  asset  value  of the  Fund's
shares.  Should a distribution  reduce the net asset value below a shareholder's
cost basis, such distribution  nevertheless  would be taxable to the shareholder
as ordinary  income or capital gain as  described  above,  even though,  from an
investment  standpoint,  it may  constitute  a  partial  return of  capital.  In
particular,  investors  should be careful to consider  the tax  implications  of
buying  shares just prior to a  distribution.  The price of shares  purchased at
that time includes the amount of the forthcoming distribution.  Those purchasing
just  prior to a  distribution  will  then  receive  a return  of  capital  upon
distribution which will nevertheless be taxable to them.

         Shareholders who redeem,  sell or exchange shares of a Fund may realize
gain or loss if the  proceeds are more or less than the  shareholder's  purchase
price.  Such gain or loss  generally  will be a capital gain or loss if the Fund
shares were capital assets in the hands of the  shareholder,  and generally will
be long- or  short-term,  depending  on the length of time the Fund  shares were
held. However,  if a shareholder  realizes a loss on the sale of a share held at
the time of sale for six months or less,  such loss will be treated as long-term
capital loss to the extent of any amounts treated as  distributions of long-term
capital gain during such six-month period. A gain realized on a redemption, sale
or exchange will not be affected by a reacquisition  of shares.  A loss realized
on a redemption, sale or exchange, however, will be disallowed to the extent the
shares  disposed of are  replaced  within a period of 61 days  beginning 30 days
before and ending 30 days after the shares are disposed of. In such a case,  the
basis of the shares acquired will be adjusted to reflect the disallowed loss.

         Equity options  (including options on stock and options on narrow-based
stock  indexes)  and  over-the-counter  options  on debt  securities  written or
purchased by a Fund will be subject to tax under  Section  1234 of the Code.  In
general, no loss is recognized by a Fund upon payment of a premium in connection
with the  purchase of a put or call  option.  The  character of any gain or loss
recognized (i.e.,  long-term or short-term) will generally depend in the case of
a lapse or sale of the option on the Fund's holding period for the option and in
the case of an  exercise  of a put option on the Fund's  holding  period for the
underlying  security.  The purchase of a put option may  constitute a short sale
for federal income tax purposes,  causing an adjustment in the holding period of
the underlying security or a substantially  identical security of the Fund. If a
Fund writes a put or call option,  no gain is  recognized  upon its receipt of a
premium. If the option lapses or is closed out, any gain or loss is treated as a
short-term  capital  gain  or  loss.  If a call  option  written  by a  Fund  is
exercised,  the  character of the gain or loss depends on the holding  period of
the underlying security. The exercise of a put option written by a Fund is not a
taxable transaction for the Fund.

         Many futures contracts,  certain foreign currency forward contracts and
all listed nonequity options (including  options on debt securities,  options on
futures  contracts,  options on  securities  indices and options on  broad-based
stock indices) will constitute  "section 1256 contracts."  Absent a tax election
to the contrary, gain or loss attributable to the lapse, exercise or closing out
of any  such  position  generally  will  be  treated  as 60%  long-term  and 40%
short-term  capital gain or losses.  Also,  section 1256  contracts  held by the
Funds at the end of each taxable  year (and,  for purposes of the 4% excise tax,
on October 31) are "marked to market" with the result that  unrealized  gains or
losses are treated as though they were realized and the  resulting  gain or loss
is treated as 60%  long-term  and 40%  short-term  capital  gain or loss.  Under
Section 988 of the Code,  discussed  below,  foreign  currency gain or loss from
foreign  currency-related  forward contracts,  certain futures and options,  and
similar financial instruments entered into or acquired by a Fund will be treated
as ordinary income.

         Positions  of a Fund  which  consist of at least one stock and at least
one stock  option or other  position  with respect to a related  security  which
substantially  diminishes  the  Fund's  risk of loss with  respect to such stock
could be treated as a "straddle"  which is governed by Section 1092 of the Code,
the operation of which may cause deferral of losses,  adjustments in the holding
periods of stock or securities and conversion of short-term  capital losses into
long-term  capital  losses.  An exception to these straddle rules exists for any
"qualified covered call options" on stock written by a Fund.

                                       67
<PAGE>

         Positions of a Fund which consist of at least one position not governed
by Section  1256 and at least one futures  contract,  foreign  currency  forward
contract  or  nonequity  option  governed  by Section  1256 which  substantially
diminishes  the Fund's risk of loss with respect to such other  position will be
treated as a "mixed  straddle."  Although  mixed  straddles  are  subject to the
straddle rules of Section 1092 of the Code, certain tax elections exist for them
which reduce or eliminate the  operation of these rules.  Each Fund will monitor
its  transactions  in options and futures and may make certain tax  elections in
connection with these investments.

         Under  the  Code,  gains or  losses  attributable  to  fluctuations  in
exchange  rates  which  occur  between the time a Fund  accrues  receivables  or
liabilities  denominated  in a foreign  currency and the time the Fund  actually
collects  such  receivables  or pays such  liabilities  generally are treated as
ordinary income or ordinary loss.  Similarly,  on disposition of debt securities
denominated  in a  foreign  currency  and  on  disposition  of  certain  futures
contracts,  forward  contracts  and  options,  gains or losses  attributable  to
fluctuations in the value of foreign currency between the date of acquisition of
the  security  or  contract  and the date of  disposition  are also  treated  as
ordinary  gain or loss.  These  gains or losses,  referred  to under the Code as
"Section  988" gains or losses,  may increase or decrease the amount of a Fund's
investment  company  taxable  income to be distributed  to its  shareholders  as
ordinary income.

         If a Fund invests in stock of certain foreign investment companies, the
Fund may be subject to U.S.  federal income taxation on a portion of any "excess
distribution"  with respect to, or gain from the disposition of, such stock. The
tax would be determined by allocating such  distribution or gain ratably to each
day of the Fund's  holding  period for the stock.  The  distribution  or gain so
allocated  to any taxable  year of the Fund,  other than the taxable year of the
excess  distribution or  disposition,  would be taxed to the Fund at the highest
ordinary  income  rate in effect  for such  year,  and the tax would be  further
increased by an interest  charge to reflect the value of the tax deferral deemed
to have resulted from the ownership of the foreign  company's  stock. Any amount
of  distribution  or gain allocated to the taxable year of the  distribution  or
disposition  would be included in the Fund's  investment  company taxable income
and, accordingly,  would not be taxable to the Fund to the extent distributed by
the Fund as a dividend to its shareholders.

         Proposed  regulations have been issued which may allow the Fund to make
an election to mark to market its shares of these foreign  investment  companies
in lieu of being subject to U.S.  federal  income  taxation.  At the end of each
taxable  year to which the election  applies,  the Fund would report as ordinary
income the amount by which the fair market value of the foreign  company's stock
exceeds the Fund's adjusted basis in these shares.  No mark to market losses may
be recognized. The effect of the election would be to treat excess distributions
and gain on dispositions as ordinary income which is not subject to a Fund level
tax when distributed to shareholders as a dividend.  Alternatively, the Fund may
elect to include as income and gain its share of the  ordinary  earnings and net
capital gain of certain foreign  investment  companies in lieu of being taxed in
the manner described above.

         Income received by a Fund from sources within foreign  countries may be
subject to withholding and other taxes imposed by those countries.

         Certain of the debt securities  acquired by the Funds may be treated as
debt  securities  that were  originally  issued at a  discount.  Original  issue
discount  represents  interest for Federal income tax purposes and can generally
be defined as the  difference  between the price at which a security  was issued
and its stated redemption price at maturity. Although no cash income is actually
received by the Funds,  original issue discount earned in a given year generally
is treated for Federal  income tax purposes as income  earned by the Funds,  and
therefore is subject to the distribution requirements of the Code. The amount of
income  earned by the Funds is  determined  on the basis of a constant  yield to
maturity  which takes into account at least  semi-annual  or annual  compounding
(depending on the date of the security) of accrued interest.

         In addition,  some of the debt securities may be purchased by the Funds
at a discount which exceeds the original issue discount on such debt securities,
if any. This additional  discount  represents market discount for Federal income
tax purposes.  The gain  realized on the  disposition  of many debt  securities,
including  tax-exempt  securities  having  market  discount  will be  treated as
ordinary  income to the extent it does not exceed the accrued market discount on
such debt security. Generally, market discount accrues on a daily basis for each
day the debt  security  is held by the  Funds at a  constant  rate over the time
remaining to the debt security's maturity or, at the election of the Funds, at a
constant yield to maturity which takes into account the semi-annual  compounding
of interest.

                                       68
<PAGE>

         The Funds will be required to report to the  Internal  Revenue  Service
all  distributions of taxable income and capital gains as well as gross proceeds
from the  redemption  or exchange of Fund shares,  except in the case of certain
exempt  shareholders.  All such  distributions  and  proceeds  may be subject to
withholding  of Federal  income tax at the rate of 31% in the case of non-exempt
shareholders  who fail to furnish the Funds with their  taxpayer  identification
numbers and with required  certifications  regarding  their status under Federal
income tax laws.  Withholding  may also be required if a Fund is notified by the
IRS or a  broker  that  the  taxpayer  identification  number  furnished  by the
shareholder is incorrect or that the shareholder has previously failed to report
interest or dividend income. If the withholding  provisions are applicable,  any
such  distributions  or  proceeds,  whether  taken  in  cash  or  reinvested  in
additional  shares,  will be reduced by the  amounts  required  to be  withheld.
Investors may wish to consult their tax advisers about the  applicability of the
backup withholding provisions.

         In addition to Federal taxes,  shareholders of the Funds may be subject
to state and local  taxes on  distributions  from the  Funds.  Under the laws of
certain states,  distributions of investment  company taxable income are taxable
to  shareholders  as dividend  income even though a substantial  portion of such
distributions may be derived from interest on U.S. Government obligations which,
if received  directly by the  resident of such state,  would be exempt from such
state's  income tax.  Shareholders  should  consult  their own tax advisers with
respect to the tax status of distributions from the Funds in their own state and
localities.

         The foregoing  discussion relates solely to U.S. Federal income tax law
as  applicable  to U.S.  persons  (i.e.,  U.S.  citizens and  residents and U.S.
corporations,  partnerships,  Trusts and estates). Each shareholder who is not a
U.S. person should consult his or her tax adviser regarding the U.S. and foreign
tax  consequences  of ownership of shares of the Fund,  including the likelihood
that such a shareholder would be subject to a U.S.  withholding tax at a rate of
31% (or at a lower rate under a tax  treaty)  on amounts  constituting  ordinary
income to him or her.

         Special Information Regarding AARP High Quality Tax Free Money Fund and
AARP Insured Tax Free General Bond Fund:  Each of the AARP Tax Free Income Funds
intends to qualify to pay "exempt-interest dividends" to its shareholders.  Each
Fund will be so qualified  if, at the close of each quarter of its taxable year,
at least 50% of the value of its total assets  consists of securities of states,
U.S. possessions,  their political  subdivisions,  and the District of Columbia,
the  interest on which is exempt from Federal tax. To the extent that the Funds'
dividends  distributed  to  shareholders  are derived from  earnings on interest
income exempt from Federal tax and are designated as "exempt-interest dividends"
by the Funds,  they will be  excludable  from a  shareholder's  gross income for
Federal income tax purposes. "Exempt-interest dividends," however, must be taken
into account by  shareholders  in  determining  whether  their total incomes are
large  enough  to  result  in  taxation  of up to 85% of their  Social  Security
benefits.  In  addition,  interest  on certain  municipal  obligations  (private
activity bonds) will be treated as a preference item for purposes of calculating
the alternative  minimum tax for individuals  and for  corporations.  Similarly,
income  distributed  by the  Funds,  including  exempt-interest  dividends,  may
constitute an  adjustment to  alternative  minimum  taxable  income of corporate
shareholders.  The Funds do not intend to purchase any private  activity  bonds.
The  Funds  will  inform  shareholders   annually  as  to  the  portion  of  the
distributions from the Funds which constituted "exempt-interest dividends."

         To the extent that the Funds'  dividends  are derived from  interest on
their temporary taxable  investments or from an excess of net short-term capital
gain over net  long-term  capital loss,  they are  considered  ordinary  taxable
income for Federal income tax purposes.  Distributions, if any, of net long-term
capital gains from the sale of securities are taxable at long-term  capital gain
rates  regardless of the length of time the  shareholder  has owned Fund shares.
However,  if a  shareholder  realizes  a loss on the sale of a share held at the
time of sale for six  months or less,  such loss will be  treated  as  long-term
capital loss to the extent of any amounts treated as  distributions of long-term
capital gain during such  six-month  period.  Furthermore,  a loss realized by a
shareholder  on  the  sale  of  shares  of  the  Funds  with  respect  to  which
exempt-interest  dividends have been paid will be disallowed if such shares have
been  held  by the  shareholder  for  six  months  or less  (to  the  extent  of
exempt-interest dividends paid).

         Under  the Code,  a  shareholder's  interest  expense  deductions  with
respect to indebtedness  incurred or continued to purchase or carry shares of an
investment company paying exempt-interest  dividends, such as either of the AARP
Tax-Free Funds, may be limited. In addition,  under rules issued by the Internal
Revenue Service for determining  when borrowed Funds are considered used for the
purposes of purchasing or carrying particular assets, the purchase of shares may
be  considered  to have been made with  borrowed  Funds even though the borrowed
Funds are not directly traceable to the purchase of shares.

                                       69
<PAGE>

         Opinions  relating to the  validity  of  municipal  securities  and the
exemption  of interest  thereon  from  Federal  income tax are  rendered by bond
counsel to the issuer.  Neither AARP, the Fund Manager, nor Counsel to the Funds
makes any review of proceedings  relating to the issuer of municipal  securities
or the bases of such opinions.

         The foregoing  description  regarding  the AARP Tax-Free  Funds relates
only to Federal income tax law. Investors should consult with their tax advisers
as to exemption from other state or local law.  Persons who may be  "substantial
users" (or "related  persons" of  substantial  users) of facilities  financed by
industrial development bonds should consult their tax advisers before purchasing
shares of the Funds.

                        BROKERAGE AND PORTFOLIO TURNOVER

Brokerage Commissions

         To the maximum extent feasible the AARP Funds' investment  adviser will
place orders for portfolio  transactions through the Distributor,  which in turn
will place  orders on behalf of the AARP Funds with other  brokers and  dealers.
The  Distributor  receives no commission,  fees or other  remuneration  from the
Funds for this service.
Allocation of brokerage is supervised by the Fund Manager.

         Purchases and sales of  fixed-income  securities for the AARP Funds are
generally  placed by the Fund  Manager  with  primary  market  makers  for these
securities  on a net basis,  without any  brokerage  commission  being paid by a
Fund.  Trading does,  however,  involve  transaction  costs.  Transactions  with
dealers  serving as primary market makers reflect the spread between the bid and
asked prices. Purchases of underwritten issues may be made which will include an
underwriting fee paid to the underwriter.

         The primary  objective  of the Fund  Manager in placing  orders for the
purchase and sale of assets for the AARP Funds' portfolios is to obtain the most
favorable  net results,  taking into  account such factors as price,  commission
(which is negotiable in the case of national securities exchange  transactions),
size of order,  difficulty  of  execution  and skill  required of the  executing
broker/dealer.  The Fund Manager seeks to evaluate the overall reasonableness of
brokerage  commissions  paid through the  familiarity  of the  Distributor  with
commissions  charged  on  comparable  transactions,  as  well  as  by  comparing
commissions paid by the AARP Funds to reported  commissions paid by others.  The
Fund  Manager  reviews  on a  routine  basis  commission  rates,  execution  and
settlement services performed, making internal and external comparisons.

   
         AARP Diversified  Portfolio Investments are made directly in Underlying
AARP Funds with no commission.
    

         When it can be done  consistently with the policy of obtaining the most
favorable net results,  it is the Fund  Manager's  practice to place such orders
with brokers and dealers who supply market quotations to Scudder Fund Accounting
Corporation  for  appraisal  purposes,  or  who  supply  research,   market  and
statistical  information to the Funds or the Fund Manager.  The term  "research,
market  and  statistical  information"  includes  advice  as  to  the  value  of
securities,  the advisability of investing in, purchasing or selling securities,
and the  availability of securities or purchasers or sellers of securities,  and
furnishing  analyses and reports  concerning  issuers,  industries,  securities,
economic factors and trends,  portfolio  strategy and concerning the performance
of  accounts.  The  Fund  Manager  is not  authorized,  when  placing  portfolio
transactions  for the AARP  Funds,  except for the AARP Growth  Funds,  to pay a
brokerage  commission in excess of that which another  broker might have charged
for executing the same transaction solely on account of the receipt of research,
market or statistical  information.  The Fund Manager will not place orders with
brokers  or  dealers  on the basis that the broker or dealer has or has not sold
shares of the Funds.  Except for implementing the policy stated above,  there is
no intention to place portfolio  transactions with particular brokers or dealers
or groups thereof.  In effecting  transactions in  over-the-counter  securities,
orders are placed with the principal market makers for the security being traded
unless,  after  exercising  care,  it appears  that more  favorable  results are
available otherwise.

         Subject to obtaining the most favorable  results,  the Fund Manager may
place particular  transactions through the Distributor,  with the net commission
or fee  being  credited  against  the  fee  payable  to the  Fund  Manager.  The
Distributor, however, does not intend to engage in a general brokerage business.
Also subject to obtaining the most  favorable net results,  the Fund Manager may
place brokerage transactions with Bear, Stearns & Co.

                                       70
<PAGE>

         Although  certain  research,  market and statistical  information  from
brokers and dealers can be useful to the AARP Funds and to the Fund Manager,  it
is the opinion of the Fund Manager that such  information is only  supplementary
to its own  research  effort  since  the  information  must  still be  analyzed,
weighed,  and reviewed by the Fund  Manager's  staff.  Such  information  may be
useful to the Fund Manager in providing  services to clients other than the AARP
Funds,  and not all such  information  is used by the Fund Manager in connection
with the AARP Funds.  Conversely,  such information provided to the Fund Manager
by brokers and dealers  through whom other  clients of the Fund  Manager  effect
securities  transactions may be useful to the Fund Manager in providing services
to the AARP Funds.

   
         For the fiscal years ended  September 30, 1994,  1995 and 1996 the AARP
Growth and Income Fund paid brokerage commissions of $2,319,113,  $1,690,604 and
$___________  and the AARP Capital  Growth Fund paid  brokerage  commissions  of
$1,156,320,  $2,636,662,  and $___________,  both  respectively.  For the fiscal
period ended  September 30, 1994,  and for the fiscal years ended  September 30,
1995 and 1996, the AARP Balanced Stock and Bond Fund paid brokerage  commissions
of $152,376,  $149,816,  and  $__________,  respectively.  For the fiscal period
February 1, 1996 (commencement of operations) until September 30, 1996, the AARP
Global Growth Fund paid brokerage commissions of $__________. In the fiscal year
ended September 30, 1996,  $__________ (___%) of the total brokerage commissions
paid by AARP Growth and Income  Fund and  $____________  (___%) by AARP  Capital
Growth Fund resulted from orders placed, consistent with the policy of obtaining
the  most  favorable  net  results,   with  brokers  and  dealers  who  provided
supplementary  research information to the Funds or the Fund Manager. The amount
of such transactions aggregated $_____________ for the AARP Capital Growth Fund,
(___% of all brokerage  transactions) and $____________  (___%) of all brokerage
transactions) for the AARP Growth and Income Fund. The balance of such brokerage
was not  allocated  to any  particular  broker or  dealer or with  regard to the
above-mentioned  or other special  factors.  For the fiscal year ended September
30,  1996,  $________  (___%) of the total  brokerage  commissions  paid by AARP
Balanced  Stock and Bond Fund resulted from orders placed,  consistent  with the
policy of obtaining the most favorable net results, with brokers and dealers who
provided  supplementary  research  information to the Funds or the Fund Manager.
The amount of such  transactions  aggregated  $_____________  for AARP  Balanced
Stock and Bond Fund, (___% of all brokerage transactions). For the fiscal period
ended September 30, 1996,  $________  (___%) of the total brokerage  commissions
paid by AARP Global Growth Fund resulted from orders placed, consistent with the
policy of obtaining the most favorable net results, with brokers and dealers who
provided  supplementary  research  information to the Funds or the Fund Manager.
The balance of such  brokerage  was not  allocated to any  particular  broker or
dealer or with regard to the above-mentioned or other special factors.
    

         The  Trustees  review from time to time whether the  recapture  for the
benefit of the Funds of some  portion of the  brokerage  commissions  or similar
fees paid by the Funds on  portfolio  transactions  is legally  permissible  and
advisable. To date, no recapture has been effected.

   
Portfolio Turnover

         Fund   securities   may  be  sold  to  take   advantage  of  investment
opportunities  arising  from  changing  market  levels  or yield  relationships.
Although such  transactions  involve  additional costs in the form of spreads or
commissions,  they  will be  undertaken  in an  effort to  improve  the  overall
investment  return  of a Fund,  consistent  with  that  Fund's  objectives.  The
portfolio  turnover rate of a Fund is defined in a Rule of the SEC as the lesser
of the  value of  securities  purchased  or  securities  sold  during  the year,
excluding all securities  whose  maturities at the time of acquisition  were one
year or less,  divided by the average  monthly  value of such  securities  owned
during  the year.  The  portfolio  turnover  rates for the  fiscal  years  ended
September 30, 1994,  1995, and 1996 for five of the non-money market Funds were:
AARP GNMA and U.S.  Treasury  Fund,  114.54%,  70.35%,  and  ______%;  AARP High
Quality Bond Fund, 63.75%,  201.07%, and ______%;  AARP Insured Tax Free General
Bond Fund,  38.39%,  17.45%,  and ______%;  AARP Growth and Income Fund, 31.82%,
31.26%, and ______%; AARP Capital Growth Fund, 79.65%,  98.44%, and ______%, all
respectively.  The portfolio  turnover  rate for the period ended  September 30,
1994 and for the fiscal  years  ended  September  30, 1995 and 1996 for the AARP
Balanced Stock and Bond Fund was 49.32%, 63.77%, and ______%,  respectively. The
portfolio  turnover rate for AARP Global Growth Fund for the period  February 1,
1996  (commencement  of  operations)  to September  30, 1996 was ______%.  Under
normal  investment  conditions,  it is  anticipated  that the AARP Bond Fund for
Income's,  the AARP Blue Chip Index Fund's, the AARP International  Stock Fund's
or the AARP Small Company Stock Fund's annual  portfolio  turnover rate will not
    

                                       71
<PAGE>

   
exceed 75% for the initial fiscal year. It is also  anticipated  that the annual
portfolio   turnover  rate  for  AARP  Diversified  Growth  Portfolio  and  AARP
Diversified Income Portfolio will not exceed 50% for the initial fiscal year.
    

                                 NET ASSET VALUE

AARP Money Funds

         The net asset value per share of the Fund is computed twice daily as of
twelve o'clock noon and the close of regular trading on the Exchange, normally 4
p.m.  eastern  time,  on each day when the  Exchange  is open for  trading.  The
Exchange is normally closed on the following national holidays:  New Year's Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving, and Christmas. Net asset value is determined by dividing the total
assets of the Fund, less all of its  liabilities,  by the total number of shares
of the Fund  outstanding.  The Fund uses the  penny-rounding  method of security
valuation  as permitted  under Rule 2a-7 under the 1940 Act.  Under this method,
portfolio securities for which market quotations are readily available and which
have  remaining  maturities  of more than 60 days from the date of valuation are
valued at the mean between the over-the-counter bid and asked prices. Securities
which have  remaining  maturities of 60 days or less are valued by the amortized
cost method; if acquired with remaining  maturities of 61 days or more, the cost
thereof  for  purposes  of  valuation  is deemed to be the value on the 61st day
prior to maturity. Other securities are appraised at fair value as determined in
good faith by or on behalf of the Trustees of the Fund. For example,  securities
with remaining  maturities of more than 60 days for which market  quotations are
not  readily  available  are  valued  on the  basis  of  market  quotations  for
securities of comparable maturity, quality and type. Determinations of net asset
value per share for the Fund made other than as of the close of the Exchange may
employ adjustments for changes in interest rates and other market factors.

AARP Non-Money Market Funds

         The net asset  value of shares of the Fund is  computed as of the close
of regular trading on the Exchange on each day the Exchange is open for trading.
The  Exchange is scheduled to be closed on the  following  holidays:  New Year's
Day,  Presidents Day, Good Friday,  Memorial Day,  Independence  Day, Labor Day,
Thanksgiving and Christmas.  Net asset value per share is determined by dividing
the value of the total assets of the Fund,  less all  liabilities,  by the total
number of shares outstanding.

         An  exchange-traded  equity  security is valued at its most recent sale
price.  Lacking any sales, the security is valued at the calculated mean between
the  most  recent  bid  quotation  and the  most  recent  asked  quotation  (the
"Calculated  Mean").  Lacking a Calculated  Mean,  the security is valued at the
most recent bid  quotation.  An equity  security which is traded on the National
Association  of Securities  Dealers  Automated  Quotation  ("NASDAQ")  system is
valued at its most recent sale price.  Lacking any sales, the security is valued
at the high or  "inside"  bid  quotation.  The value of an equity  security  not
quoted on the NASDAQ System, but traded in another  over-the-counter  market, is
its most  recent sale price.  Lacking any sales,  the  security is valued at the
Calculated  Mean.  Lacking a Calculated Mean, the security is valued at the most
recent bid quotation.

         Debt securities, other than short-term securities, are valued at prices
supplied by the Fund's  pricing  agent(s) which reflect  broker/dealer  supplied
valuations and electronic data processing techniques. Short-term securities with
remaining  maturities  of sixty  days or less are valued by the  amortized  cost
method,  which  the  Board  believes  approximates  market  value.  If it is not
possible  to value a  particular  debt  security  pursuant  to  these  valuation
methods, the value of such security is the most recent bid quotation supplied by
a bona  fide  marketmaker.  If it is not  possible  to value a  particular  debt
security  pursuant to the above methods,  the Adviser may calculate the price of
that debt security, subject to limitations established by the Board.

         An exchange traded options contract on securities,  currencies, futures
and other financial  instruments is valued at its most recent sale price on such
exchange.  Lacking any sales,  the options  contract is valued at the Calculated
Mean.  Lacking any Calculated  Mean, the options  contract is valued at the most
recent bid quotation in the case of a purchased  options  contract,  or the most
recent asked  quotation in the case of a written  options  contract.  An options
contract  on  securities,  currencies  and other  financial  instruments  traded
over-the-counter  is valued at the most  recent bid  quotation  in the case of a
purchased options contract and at the most recent asked quotation in the case of
a written  options  contract.  Futures  contracts  are valued at the most recent
settlement price.  Foreign currency exchange forward contracts are valued at the
value of the underlying currency at the prevailing exchange rate.

                                       72
<PAGE>

         If a security is traded on more than one exchange,  or upon one or more
exchanges  and in the  over-the-counter  market,  quotations  are taken from the
market in which the security is traded most extensively.

   
         Trading in  securities  on foreign  securities  exchanges  is  normally
completed before the close of regular trading on the Exchange.  Trading on these
foreign  exchanges  may not take  place on all  days on which  there is  regular
trading on the Exchange,  or may take place on days on which there is no regular
trading on the Exchange.  If events  materially  affecting the value of a Fund's
portfolio  securities occur between the time when these foreign  exchanges close
and the time when the Fund's net asset value is calculated, such securities will
be valued at fair value as determined by each Trust's Board of Directors. Shares
of AARP Underlying Funds in which the AARP Diversified Portfolios invest in next
determine net asset value after the order is placed.
    

         If, in the opinion of the Fund's  Valuation  Committee,  the value of a
portfolio  asset as  determined  in accordance  with these  procedures  does not
represent  the  fair  market  value of the  portfolio  asset,  the  value of the
portfolio  asset is taken to be an amount which, in the opinion of the Valuation
Committee,   represents  fair  market  value  on  the  basis  of  all  available
information.  The  value  of  other  portfolio  holdings  owned  by the  Fund is
determined in a manner which, in the discretion of the Valuation  Committee most
fairly reflects fair market value of the property on the valuation date.

         Following the  valuations of  securities or other  portfolio  assets in
terms of the currency in which the market  quotation  used is expressed  ("Local
Currency"),  the value of these  portfolio  assets in terms of U.S.  dollars  is
calculated by converting the Local Currency into U.S.  dollars at the prevailing
currency exchange rate on the valuation date.

                             ADDITIONAL INFORMATION

Experts

   
         The  financial  statements  of the AARP  Funds  included  in the Annual
Report to  shareholders  dated  September 30, 1996,  have been examined by Price
Waterhouse LLP, independent accountants,  and are incorporated by reference into
this  Statement of  Additional  Information  in reliance  upon the  accompanying
report of said firm,  which  report is given upon their  authority as experts in
accounting and auditing.
    

Shareholder Indemnification

         Each of the Trusts is an  organization  of the type commonly known as a
"Massachusetts  business trust." Under Massachusetts law, shareholders of such a
trust may, under certain  circumstances,  be held personally  liable as partners
for the obligations of the trust.  Each Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts,  obligations  or  affairs  of the Trust.  Each  Declaration  of Trust also
provides for  indemnification  out of the Trust property of any shareholder held
personally  liable for the claims and  liabilities  to which a  shareholder  may
become subject by reason of being or having been a  shareholder.  Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to  circumstances  in which a Trust  itself  would be unable to meet its
obligations.  No series of one Trust is liable  for the  obligations  of another
series in the AARP Complex.

Ratings of Corporate Bonds

         The three highest  ratings of Moody's for  corporate  bonds are Aaa, Aa
and A. Bonds  rated Aaa are judged by Moody's to be of the best  quality.  Bonds
rated Aa are judged to be of high quality by all  standards.  Together  with the
Aaa group, they comprise what are generally known as high-grade  bonds.  Moody's
states  that Aa bonds are rated  lower  than the best bonds  because  margins of
protection or other elements make long-term  risks appear  somewhat  larger than
for Aaa securities.  Bonds rated A possess many favorable investment  attributes
and are to be considered  as upper medium grade  obligations.  Although  factors
giving  security to principal and interest on bonds rated A are adequate,  other
elements may be present which suggest a susceptibility to impairment sometime in
the future.

   
         The three highest  ratings of S&P for corporate  bonds are AAA (Prime),
AA  (High-grade)  and A. Bonds rated AAA have the highest rating assigned by S&P
to a debt obligation.  Capacity to pay interest and repay principal is extremely
strong.  Bonds rated AA have a very strong  capacity to pay  interest  and repay
principal and differ from the highest rating issues only in small degree.  Bonds
    

                                       73
<PAGE>

   
rated A have a strong capacity to pay principal and interest,  although they are
more susceptible to the adverse effects of changes in circumstances and economic
conditions.  Bonds rated BBB have an adequate capacity to pay interest and repay
principal. Whereas they normally exhibit adequate protection parameters, adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened capacity to pay interest and repay principal for bonds in this category
than for bonds in higher rated categories.
    

Ratings of Commercial Paper

         The  ratings  Prime-1 and  Prime-2  are the  highest  commercial  paper
ratings  assigned  by  Moody's.  Among the  factors  considered  by  Moody's  in
assigning  ratings are the  following:  (1)  evaluation of the management of the
issuer;  (2) economic  evaluation of the issuer's  industry or industries and an
appraisal of speculative-type  risks which may be inherent in certain areas; (3)
evaluation  of the  issuer's  products in relation to  competition  and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; 6) trend of
earnings over a period of ten years; (7) financial  strength of a parent company
and the  relationships  which exist with the issuer;  and (8) recognition by the
management  of  obligations  which  may be  present  or may arise as a result of
public interest questions and preparations to meet such obligations.

         Prime-2  ratings are assigned by Moody's to  commercial  paper  issuers
which have a strong capacity for meeting their  obligations in a timely fashion.
However,  their financial,  economic and managerial capacities will be less than
that of Prime-1 borrowers.  Financial characteristics such as earnings, coverage
ratios and  capitalization  will be more affected by external  economic  factors
than Prime-1 borrowers. Liquidity is still believed to be ample.

         The two highest  ratings of S&P for  commercial  paper are A-1 and A-2.
Commercial  paper rated A-1 or better by S&P has the following  characteristics:
Liquidity ratios are adequate to meet cash  requirements;  long-term senior debt
is rated "A" or better, although in some cases "BBB" credits may be allowed; the
issuer  has  access to at least two  additional  channels  of  borrowing;  basic
earnings  and cash flow have an upward  trend with  allowance  made for  unusual
circumstances;  typically,  the issuer's  industry is well  established  and the
issuer has a strong position within the industry; the reliability and quality of
management are unquestioned.

         S&P will  assign an A-2  rating to the  commercial  paper of  companies
which have the  capacity  for timely  payment on issues.  However,  the relative
degree of safety is less than for issuers rated A-1.

Ratings of Municipal Bonds

         The three highest  ratings of Moody's for municipal  bonds are Aaa, Aa,
and A. Bonds  rated Aaa are judged by Moody's to be of the best  quality.  Bonds
rated Aa are judged to be of high quality by all  standards.  Together  with the
Aaa group, they comprise what are generally known as high-grade  bonds.  Moody's
states  that Aa bonds are rated  lower  than the best bonds  because  margins of
protection or other elements make long-term  risks appear  somewhat  larger than
for Aaa municipal  bonds.  Municipal  bonds which are rated A by Moody's possess
many favorable  investment  attributes  and are  considered  "upper medium grade
obligations."  Factors  giving  security to  principal  and  interest of A rated
municipal  bonds are  considered  adequate,  but elements  may be present  which
suggest a susceptibility to impairment sometime in the future.

         The three highest  ratings of S&P for municipal  bonds are AAA (Prime),
AA  (High-grade),  and A (Good grade).  Bonds rated AAA have the highest  rating
assigned by S&P to a municipal  obligation.  Capacity to pay  interest and repay
principal is extremely strong. Bonds rated AA have a very strong capacity to pay
interest and repay  principal and differ from the highest rated issues only in a
small  degree.  Bonds  rated  A have a  strong  capacity  to pay  principal  and
interest,  although  they are  somewhat  susceptible  to the adverse  effects of
changes in circumstances and economic conditions.

         Moody's  ratings for  municipal  notes and other  short-term  loans are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences  between short-term and long-term credit risk. Loans bearing the
designation  MIG1  are  of the  best  quality,  enjoying  strong  protection  by
establishing  cash  flows of Funds for their  servicing  or by  established  and

                                       74
<PAGE>

broad-based  access to the market for  refinancing,  or both.  Loans bearing the
designation MIG2 are of high quality,  with margins of protection ample although
not as large as in the preceding group.

         S&P's  top  ratings  for  municipal   notes  are  SP-1  and  SP-2.  The
designation SP-1 indicates a very strong capacity to pay principal and interest.
A "+" is added  for those  issues  determined  to  possess  overwhelming  safety
characteristics.  An "SP-2" designation indicates a satisfactory capacity to pay
principal and interest.

         The ratings F-1+ and F-1 are the two highest ratings assigned by Fitch.
Among the factors  considered  by Fitch in  assigning  these rating are: (1) the
issuer's liquidity;  (2) its standing in the industry; (3) the size of its debt;
(4) its ability to service its debt;  (5) its  profitability;  (6) its return on
equity; (7) its alternative sources of financing;  and (8) its ability to access
the  capital  markets.  Analysis of the  relative  strength or weakness of these
factors and others  determines  whether an issuer's  commercial  paper is within
these two ratings.

Other Information

         Each AARP Fund has a fiscal year ending on September 30.

         Portfolio  securities  of the AARP Funds except AARP Global Growth Fund
are held  separately,  pursuant to a custodian  agreements  with each Trust,  by
State Street Bank and Trust Company of Boston as Custodian.

         Portfolio  securities of AARP Global  Growth Fund are held  separately,
pursuant  to a  custodian  agreement  with AARP  Growth  Trust on behalf of AARP
Global Growth Fund, by Brown Brothers Harriman & Co. of Boston as Custodian.

   
         Each Trust has  shareholder  servicing  agreements with Scudder Service
Corporation  ("SSC"), a subsidiary of Scudder,  Stevens & Clark, Inc. SSC is the
transfer agent, dividend disbursing and shareholder service agent for each Fund.
Shareholder  service  expenses  charged by SSC were for AARP High Quality  Money
Fund,  $__________;  AARP GNMA and U.S.  Treasury Fund,  $__________;  AARP High
Quality  Bond  Fund,  $__________;  AARP  High  Quality  Tax  Free  Money  Fund,
$__________; AARP Insured Tax Free General Bond Fund, $__________; AARP Balanced
Fund, $__________;  AARP Growth and Income Fund,  $__________;  and AARP Capital
Growth  Fund,  $__________,  for the  fiscal  year  ended  September  30,  1996.
Shareholder  service  expenses  charged by SSC for AARP Global  Growth Fund were
$____________  for the period February 1, 1996  (commencement  of operations) to
September  30, 1996.  Not all of these fees were paid in full at the fiscal year
end.
    

         The firm of Dechert Price & Rhoads of  Washington,  D.C. is counsel for
the Trusts.

   
         Scudder Fund Accounting  Corporation,  Two International Place, Boston,
Massachusetts,  02110-4103,  a  subsidiary  of Scudder,  Stevens & Clark,  Inc.,
computes net asset value for each Fund.  AARP High  Quality  Money Fund and AARP
High Quality Tax Free Money Fund each pay Scudder Fund  Accounting an annual fee
equal to 0.020% on the first $150 million of average  daily net assets,  0.0060%
of such assets in excess of $150  million,  up to and  including  $1 billion and
0.0035% of such assets in excess of $1  billion,  plus  holding and  transaction
charges for this  service.  AARP Insured Tax Free General Bond Fund pays Scudder
Fund  Accounting  an annual  fee equal to 0.024% on the first  $150  million  of
average daily net assets, 0.0070% on such assets in excess of $150 million up to
and  including  $1 billion,  and 0.0040% of such assets in excess of $1 billion,
plus  holding  and  transaction  charges  for this  service.  AARP GNMA and U.S.
Treasury  Fund,  AARP High  Quality Bond Fund and AARP Bond Fund for Income each
pay  Scudder  Fund  Accounting  an annual  fee equal to 0.025% of the first $150
million of average  daily net  assets,  0.0075% of such assets in excess of $150
million up to and including $1 billion,  and 0.0045% of such assets in excess of
$1 billion, plus holding and transaction charges for this service. AARP Balanced
Stock and Bond Fund,  AARP  Growth and Income  Fund,  AARP Blue Chip Index Fund,
AARP Capital Growth Fund and AARP Small Company Stock Fund each pay Scudder Fund
Accounting  an annual fee equal to 0.025% on the first  $150  million of average
daily net  assets,  0.0075% of such  assets in excess of $150  million up to and
including $1 billion,  and 0.0045% of such assets in excess of $1 billion,  plus
holding  and   transaction   charges.   AARP  Global  Growth  Fund  and  Scudder
International Stock Fund each pay Scudder Fund Accounting  Corporation an annual
fee equal to 0.065% on the first  $150  million  of  average  daily net  assets,
0.0400% of such assets in excess of $150 million up to and including $1 billion,
and 0.0200% of such assets in excess of $1 billion, plus holding and transaction
charges for this service.
    

                                       75
<PAGE>

         Many of the  investment  changes  in the  Funds  will be made at prices
different  from those  prevailing at the time they may be reflected in a regular
report to shareholders.  These  transactions will reflect  investment  decisions
made by the Fund Manager in light of the  objectives  and policies of the Funds,
and such factors as its other  portfolio  holdings and tax  considerations,  and
should  not  be  construed  as  recommendations  for  similar  action  by  other
investors.

         Costs incurred in connection  with subsequent  registrations  of shares
are being  amortized on a pro-rata  basis as the related  shares are issued.  If
other Funds are added to a Trust, the Trustees will determine whether such Funds
should bear any of such costs.

         Each Trust is located at Two International Place, Boston, Massachusetts
02110-4103 (telephone:  1-800-253-2277).  Each has filed with the Securities and
Exchange Commission,  Washington, D.C. 20549, a Registration Statement under the
Securities  Act of 1933,  as  amended,  with  respect to the shares of the Funds
offered by the  Prospectus.  The  Prospectus  and this  Statement of  Additional
Information do not contain all of the information set forth in the  Registration
Statements,  certain  parts of which are  omitted in  accordance  with Rules and
Regulations  of the SEC.  The  Registration  Statements  may be inspected at the
principal  office of the SEC at 450 Fifth  Street,  N.W.,  Washington,  D.C. and
copies thereof may be obtained from the SEC at prescribed rates.

         The following chart demonstrates that tax-free yields are equivalent to
higher  taxable yields due to their  tax-exempt  status.  For example,  tax-free
interest of 5% is the equivalent of 6.94% taxable in a 28% tax bracket.
Please refer to the chart for more examples.

Tax-Exempt Income vs. Taxable Income

   
         The following  table  illustrates  comparative  yields from taxable and
tax-exempt  obligations  under  federal  income tax rates in effect for the 1996
calendar year.
    

<TABLE>
<CAPTION>
          1996 Taxable Income                           To Equal Hypothetical Tax-Free Yields of 5%, 7%
          Brackets                                     and 9%, a Taxable Investment Would Have To Earn**
          ----------------------------------------------------------------------------------------------
                 Individual             Federal
                   Return              Tax Rates            5%                7%                9%
                   ------              ---------            --                --                --
<S>                 <C>                   <C>              <C>                <C>               <C>

          $0 - $23,350                   15.0%             5.88%            8.24%             10.59%
          $23,351 - $56,550              28.0%             6.94%            9.72%             12.50%
          $56,551 - $117,950             31.0%             7.25%            10.14%            13.04%
          $117,951 - $256,500            36.0%             7.81%            10.94%            14.06%
          Over $256,500                  39.6%             8.28%            11.59%            14.90%

                   Joint                Federal
                   Return              Tax Rates            5%                7%                9%
                   ------              ---------            --                --                --
          $0 - $39,000                   15.0%             5.88%            8.24%             10.59%
          $39,001 - $94,250              28.0%             6.94%            9.72%             12.50%
          $94,251 - $143,600             31.0%             7.25%            10.14%            13.04%
          $143,601 - $256,500            36.0%             7.81%            10.94%            14.06%
          Over $256,500                  39.6%             8.28%            11.59%            14.90%

**       These illustrations  assume the Federal  alternative minimum tax is not applicable,  that an individual is not
         a "head  of  household"  and  claims  one  exemption  and  that  taxpayers  filing a joint  return  claim  two
         exemptions.  Note also that these  federal  income tax brackets and rates do not take into account the effects
         of (i) a reduction in the  deductibility  of itemized  deductions for taxpayers  whose federal  adjusted gross
         income exceeds $114,700 ($57,350 in the case of a married  individual  filing a separate  return),  or of (ii)
         the gradual  phaseout of the personal  exemption  amount for  taxpayers  whose federal  adjusted  gross income
         exceeds  $114,700  (for  single  individuals)  or $172,050  (for  married  individuals  filing  jointly).  The
         effective federal tax rates and equivalent yields for such taxpayers would be higher than those shown above.
</TABLE>

                                       76
<PAGE>

Example:*

   
         Based on 1996 federal tax rates, a married couple filing a joint return
with  two  exemptions  and  taxable  income  of  $40,000  would  have  to earn a
tax-equivalent yield of 6.94% in order to match a tax-free yield of 5%.
    

         There is no guarantee that a Fund will achieve a specific yield.  While
most of the income  distributed to the  shareholders of each Fund will be exempt
from federal  income  taxes,  portions of such  distributions  may be subject to
federal  income  taxes.  Distributions  may also be  subject  to state and local
taxes.

*        Net  amount  subject  to  federal  income  tax  after   deductions  and
         exemptions, exclusive of the alternative minimum tax.

                              FINANCIAL STATEMENTS

         The financial statements and notes, including the investment portfolio,
of each AARP Fund,  together  with the  Report of  Independent  Accountants  and
Supplementary Information are incorporated by reference.


                                       77
<PAGE>



                    AARP MANAGED INVESTMENT PORTFOLIOS TRUST

                            PART C. OTHER INFORMATION

<TABLE>
<CAPTION>
Item 24.          Financial Statements and Exhibits
- --------          ---------------------------------
<S>                           <C>                   <C>   

                  a.       Financial Statements

                           Included in Part A of this Registration Statement:

                                    Financial Highlights for AARP Diversified Income Portfolio and AARP Diversified 
                                    Growth Portfolio to be filed by amendment.

                           Included in Part B of this Registration Statement:

                           Statements, schedules and historical information other than those listed above have been 
                           omitted since they are either not applicable or are not required.

                   b.        Exhibits:

                             1.       (a)     Declaration of Trust to be filed by amendment.

                                      (b)     Establishment of Series to be filed by amendment.

                             2.       (a)     By-Laws of the Registrant to be filed by amendment.

                             3.               Inapplicable.

                             4.               Specimen certificate representing shares of beneficial interest
                                              having par value of $.01 per share to be filed by amendment.

                             5.       (a)     Investment Management and Advisory Agreement between the Registrant
                                              and AARP/Scudder Financial Management Company to be filed by
                                              amendment.

                             6.               Underwriting Agreement between the Registrant and Scudder Fund
                                              Distributors, Inc. to be filed by amendment.

                             7.               Inapplicable.

                             8.       (a)(1)  Custodian Agreement between the Registrant and
                                              _________________________________ to be filed by amendment.

                                      (a)(2)  Fee schedule for Exhibit 8(a)(l) to be filed by amendment.

                             9.       (a)     Transfer Agency and Service Agreement between the Registrant and
                                              Scudder Service Corporation to be filed by amendment.

                                      (b)     Member Services Agreement among AARP/Scudder Financial Management
                                              Company, AARP Financial Services Corp. and the Registrant, to be
                                              filed by amendment.

                                      (b)(1)  Member Services Agreement between AARP Financial Services Corp. and
                                              Scudder, Stevens & Clark, Inc. to be filed by amendment.

                                 Part C - Page 1

<PAGE>

                                      (c)     Service Mark License Agreement among Scudder, Stevens & Clark,
                                              Inc., American Association of Retired Persons, the Registrant,
                                              AARP Income Trust and AARP Insured Tax Free Income Trust to 
                                              be filed by amendment.

                                      (d)     Shareholder Service Agreement between the Registrant and Scudder
                                              Service Corporation to be filed by amendment.

                                      (e)     Fund Accounting Services Agreement between the Registrant, on behalf
                                              of AARP Diversified Income Portfolio and AARP Diversified Bond
                                              Portfolio and Scudder Fund Accounting Corporation to be filed by
                                              amendment.

                             10.              Inapplicable.

                             11.              Inapplicable.

                             12.              Inapplicable.

                             13.              Inapplicable.

                             14.      (a)     Individual Retirement Account (IRA) to be filed by amendment.

                                      (b)     Harvest Plan for Self-Employed Persons and Corporations to be filed
                                              by amendment.

                             15.              Inapplicable.

                             16.              Inapplicable.

                             17.              Inapplicable.

                             18.              Inapplicable.


Power of Attorney for Carole Lewis Anderson, Adelaide Attard, Cyril F. Brickfield, Robert N. Butler, Esther Canja,
Linda C. Coughlin, Horace Deets, Edgar R. Fiedler, Eugene P. Forrester, Wayne F. Haefer, George L. Maddox, Jr.,
Robert J. Myers, James H. Schulz and Gordon Shillinglaw is filed herein.

Power of Attorney for Cuyler W. Findlay to be filed by amendment.

Item 25.          Persons Controlled by or under Common Control with Registrant.
- --------          --------------------------------------------------------------

                  None

Item 26.          Number of Holders of Securities (as of October 31, 1996).
- --------          ---------------------------------------------------------

                                       (1)                                              (2)
                                 Title of Class                            Number of Record Shareholders
                                 --------------                            -----------------------------

                   Shares of beneficial interest
                   with par value of $.01
                       AARP Diversified Income Portfolio                                 0
                       AARP Diversified Growth Portfolio                                 0
</TABLE>

                                Part C - Page 2
<PAGE>

Item 27.          Indemnification.
- --------          ----------------

         A policy of insurance covering Scudder, Stevens & Clark, Inc., its
         affiliates, including Scudder Investor Services, Inc., and all of the
         registered investment companies advised by Scudder, Stevens & Clark,
         Inc. insures the Registrant's Trustees and officers and others against
         liability arising by reason of an alleged breach of duty caused by any
         negligent act, error or accidental omission in the scope of their
         duties.

         Article IV, Sections 4.1 - 4.3 of Registrant's Declaration of Trust
         provide as follows:

         Section 4.1 No Personal Liability of Shareholders, Trustees, Etc. No
         Shareholder shall be subject to any personal liability whatsoever to
         any Person in connection with Trust Property or the acts, obligations
         or affairs of the Trust. No Trustee, officer, employee or agent of the
         Trust shall be subject to any personal liability whatsoever to any
         Person, other than to the Trust or its Shareholders, in connection with
         Trust Property or the affairs of the Trust, save only that arising from
         bad faith, willful misfeasance, gross negligence or reckless disregard
         of his duties with respect to such Person; and all such Persons shall
         look solely to the Trust Property for satisfaction of claims of any
         nature arising in connection with the affairs of the Trust. If any
         Shareholder, Trustee, officer, employee, or agent, as such, of the
         Trust, is made a party to any suit or proceeding to enforce any such
         liability of the Trust, he shall not, on account thereof, be held to
         any personal liability. The Trust shall indemnify and hold each
         Shareholder harmless from and against all claims and liabilities, to
         which such Shareholder may become subject by reason of his being or
         having been a Shareholder, and shall reimburse such Shareholder for all
         legal and other expenses reasonably incurred by him in connection with
         any such claim or liability, provided that any such expenses shall be
         paid solely out of the funds and property of the series of the Trust
         with respect to which such Shareholders Shares are issued. The rights
         accruing to a Shareholder under this Section 4.1 shall not exclude any
         other right to which such Shareholder may be lawfully entitled, nor
         shall anything herein contained restrict the right of the Trust to
         indemnify or reimburse a Shareholder in any appropriate situation even
         though not specifically provided herein.

         Section 4.2 Non-Liability of Trustees, Etc. No Trustee, officer,
         employee or agent of the Trust shall be liable to the Trust, its
         Shareholders, or to any Shareholder, Trustee, officer, employee, agent
         or service provider thereof for any action or failure to act by him (or
         her) or any other such Trustee, officer, employee, agent or service
         provider (including without limitation the failure to compel in any way
         any former or acting Trustee to redress any breach of trust) except for
         his own bad faith, willful misfeasance, gross negligence or reckless
         disregard of the duties involved in the conduct of his office. The term
         "service provider" as used in this Section 4.2, shall include any
         investment adviser, principal underwriter or other person with whom the
         Trust has an agreement for provision of services.

         Section 4.3  Mandatory Indemnification.

                  (a)      Subject to the exceptions and limitations contained 
         in paragraph (b) below:

                           (i) every person who is, or has been, a Trustee or
         officer of the Trust shall be indemnified by the Trust to the fullest
         extent permitted by law against all liability and against all expenses
         reasonably incurred or paid by him in connection with any claim,
         action, suit or proceeding in which he becomes involved as a party or
         otherwise by virtue of his being or having been a Trustee or officer
         and against amounts paid or incurred by him in the settlement thereof;

                           (ii) the words "claim," "action," "suit," or
         "proceeding" shall apply to all claims, actions, suits or proceedings
         (civil, criminal, or other, including appeals), actual or threatened;
         and the words "liability" and "expenses" shall include, without
         limitation, attorneys' fees, costs, judgments, amounts paid in
         settlement, fines, penalties and other liabilities.

                  (b)      No indemnification shall be provided hereunder to a 
         Trustee or officer:

                           (i) against any liability to the Trust or the
         Shareholders by reason of a final adjudication by the court or other
         body before which the proceeding was brought that he engaged in willful
         misfeasance, bad faith, gross negligence or reckless disregard of the
         duties involved in the conduct of his office;

                                Part C - Page 3
<PAGE>
                           (ii) with respect to any matter as to which he shall
         have been finally adjudicated not to have acted in good faith in the
         reasonable belief that his action was in the best interest of the
         Trust;

                           (iii) in the event of a settlement or other
         disposition not involving a final adjudication as provided in paragraph
         (b)(i) resulting in a payment by a Trustee or officer, unless there has
         been a determination that such Trustee or officer did not engage in
         willful misfeasance, bad faith, gross negligence or reckless disregard
         of the duties involved in the conduct of his office;


                           (A) by the court or other body approving the 
         settlement or other disposition; or

                           (B) based upon a review of readily available facts
         (as opposed to a full trial-type inquiry) by (x) vote of a majority of
         the Disinterested Trustees acting on the matter (provided that a
         majority of the Disinterested Trustees then in office act on the
         matter) or (y) written opinion of independent legal counsel.

                  (c) The rights of indemnification herein provided may be
         insured against by policies maintained by the Trust, shall be
         severable, shall not affect any other rights to which any Trustee or
         officer may now or hereafter be entitled, shall continue as to a person
         who has ceased to be such Trustee or officer and shall inure to the
         benefit of the heirs, executors, administrators and assigns of such a
         person. Nothing contained herein shall affect any rights to
         indemnification to which personnel of the Trust other than Trustees and
         officers may be entitled by contract or otherwise under law.

                  (d) Expenses of preparation and presentation of a defense to
         any claim, action, suit or proceeding of the character described in
         paragraph (a) of this Section 4.3 shall be advanced by the Trust prior
         to final disposition thereof upon receipt of an undertaking by or on
         behalf of the recipient to repay such amount if it is ultimately
         determined that he is not entitled to indemnification under this
         Section 4.3 provided that either:

                           (i) such undertaking is secured by a surety bond or 
         some appropriate security provided by the recipient, or the Trust shall
         be insured against losses arising out of any such advances: or

                           (ii) a majority of the Disinterested Trustees acting
         on the matter (provided that a majority of the Disinterested Trustees
         act on the matter) or an independent legal counsel in a written opinion
         shall determine, based upon a review of readily available facts (as
         opposed to a full trial-type inquiry), that there is reason to believe
         that the recipient ultimately will be found entitled to
         indemnification.

                  As used in this Section 4.3, a "Disinterested Trustee" is one
         who is not (i) an "Interested Person" of the Trust (including anyone
         who has been exempted from being an "Interested Person" by any rule,
         regulation or order of the Commission), or (ii) involved in the claim,
         action, suit or proceeding.

Item 28.          Business or Other Connections of Investment Adviser
- --------          ---------------------------------------------------

                  The Adviser has stockholders and employees who are denominated
                  officers but do not as such have corporation-wide
                  responsibilities. Such persons are not considered officers for
                  the purpose of this Item 28.

<TABLE>
<CAPTION>
                           Business and Other Connections of Board
           Name            of Directors of Registrant's Adviser
           ----            ------------------------------------

<S>                        <C>    
Stephen R. Beckwith        Director, Vice President, Assistant Treasurer, Chief Operating Officer & Chief
                                 Financial Officer, Scudder, Stevens & Clark, Inc. (investment adviser)**

Lynn S. Birdsong           Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Supervisory Director, The Latin America Income and Appreciation Fund N.V. 
                                 (investment company) +

                                Part C - Page 4
<PAGE>

                           Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
                           Supervisory Director, Scudder Mortgage Fund (investment company)+
                           Supervisory Director, Scudder Floating Rate Funds for Fannie Mae  Mortgage Securities I
                                 & II (investment company) +
                           Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #
                           Trustee, Scudder Funds Trust (investment company)*
                           President & Director, The Latin America Dollar Income Fund, Inc.  (investment company)**
                           President & Director, Scudder World Income Opportunities Fund, Inc.  (investment
                                 company)**
                           Director, Canadian High Income Fund (investment company)#
                           Director, Hot Growth Companies Fund (investment company)#
                           President, The Japan Fund, Inc. (investment company)**
                           Director, Sovereign High Yield Investment Company (investment company)+

Nicholas Bratt             Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           President & Director, Scudder New Europe Fund, Inc. (investment company)**
                           President & Director, The Brazil Fund, Inc. (investment company)**
                           President & Director, The First Iberian Fund, Inc. (investment company)**
                           President & Director, Scudder International Fund, Inc.  (investment company)**
                           President & Director, Scudder Global Fund, Inc. (President on all series except Scudder
                                 Global Fund) (investment company)**
                           President & Director, The Korea Fund, Inc. (investment company)**
                           President & Director, Scudder New Asia Fund, Inc. (investment company)**
                           President, The Argentina Fund, Inc. (investment company)**
                           Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
                           Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
                           Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
                                 Toronto, Ontario, Canada
                           Vice President, Scudder, Stevens & Clark Overseas Corporationoo

E. Michael Brown           Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Trustee, Scudder GNMA Fund (investment company)*
                           Trustee, Scudder U.S. Treasury Fund (investment company)*
                           Trustee, Scudder Tax Free Money Fund (investment company)*
                           Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
                           Director & President, Scudder Realty Holding Corporation (a real estate holding
                                 company)*
                           Director & President, Scudder Trust Company (a trust company)+++ 
                           Director, Scudder Trust (Cayman) Ltd.

Mark S. Casady             Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)*
                           Vice President, Scudder Service Corporation (in-house transfer agent)*
                           Director, SFA, Inc. (advertising agency)*

Linda C. Coughlin          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
                           President & Trustee, AARP Cash Investment Funds  (investment company)**
                           President & Trustee, AARP Growth Trust (investment company)**
                           President & Trustee, AARP Income Trust (investment company)**
                           President & Trustee, AARP Tax Free Income Trust  (investment company)**
                           Director, SFA, Inc. (advertising agency)*

                                Part C - Page 5
<PAGE>

Margaret D. Hadzima        Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*

Jerard K. Hartman          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President, Scudder California Tax Free Trust (investment company)*
                           Vice President, Scudder Equity Trust (investment company)**
                           Vice President, Scudder Cash Investment Trust (investment company)*
                           Vice President, Scudder Fund, Inc. (investment company)**
                           Vice President, Scudder Global Fund, Inc. (investment company)**
                           Vice President, Scudder GNMA Fund (investment company)*
                           Vice President, Scudder Portfolio Trust (investment company)*
                           Vice President, Scudder Institutional Fund, Inc. (investment company)**
                           Vice President, Scudder International Fund, Inc. (investment company)**
                           Vice President, Scudder Investment Trust (investment company)*
                           Vice President, Scudder Municipal Trust (investment company)*
                           Vice President, Scudder Mutual Funds, Inc. (investment company)**
                           Vice President, Scudder New Asia Fund, Inc. (investment company)**
                           Vice President, Scudder New Europe Fund, Inc. (investment company)**
                           Vice President, Scudder Securities Trust (investment company)*
                           Vice President, Scudder State Tax Free Trust (investment company)*
                           Vice President, Scudder Funds Trust (investment company)**
                           Vice President, Scudder Tax Free Money Fund (investment company)*
                           Vice President, Scudder Tax Free Trust (investment company)*
                           Vice President, Scudder U.S. Treasury Money Fund (investment company)*
                           Vice President, Scudder Variable Life Investment Fund (investment company)*
                           Vice President, The Brazil Fund, Inc. (investment company)**
                           Vice President, The Korea Fund, Inc. (investment company)**
                           Vice President, The Argentina Fund, Inc. (investment company)**
                           Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
                                 investment adviser) Toronto, Ontario, Canada
                           Vice President, The First Iberian Fund, Inc. (investment company)**
                           Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
                           Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**

Richard A. Holt            Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President, Scudder Variable Life Investment Fund (investment company)*

Dudley H. Ladd             Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Director, Scudder Global Fund, Inc. (investment company)**
                           Director, Scudder International Fund, Inc. (investment company)**
                           Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*
                           President & Director, SFA, Inc. (advertising agency)*
                           Vice President & Trustee, Scudder Cash Investment Trust  (investment company)*
                           Trustee, Scudder Investment Trust (investment company)*
                           Trustee, Scudder Portfolio Trust (investment company)*
                           Trustee, Scudder Municipal Trust (investment company)*
                           Trustee, Scudder Securities Trust (investment company)*
                           Trustee, Scudder State Tax Free Trust (investment company)*
                           Trustee, Scudder Equity Trust (investment company)**
                           Vice President, Scudder U.S. Treasury Money Fund  (investment company)*

John T. Packard            Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           President, Montgomery Street Income Securities, Inc. (investment company) o
                           Director, Scudder Realty Advisors, Inc. (realty investment adviser) x

                                Part C - Page 6
<PAGE>

Daniel Pierce              Chairman & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
                           Trustee, Scudder California Tax Free Trust (investment company)*
                           President & Trustee, Scudder Equity Trust (investment company)**
                           Director, The First Iberian Fund, Inc. (investment company)**
                           President & Trustee, Scudder GNMA Fund (investment company)*
                           President & Trustee, Scudder Portfolio Trust (investment company)*
                           President & Trustee, Scudder Funds Trust (investment company)**
                           President & Director, Scudder Institutional Fund, Inc. (investment company)**
                           President & Director, Scudder Fund, Inc. (investment company)**
                           Chairman & Director, Scudder International Fund, Inc. (investment company)**
                           President & Trustee, Scudder Investment Trust (investment company)*
                           Vice President & Trustee, Scudder Municipal Trust (investment company)*
                           President & Director, Scudder Mutual Funds, Inc. (investment company)**
                           Director, Scudder New Asia Fund, Inc. (investment company)**
                           President & Trustee, Scudder Securities Trust (investment company)*
                           Trustee, Scudder State Tax Free Trust (investment company)*
                           Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
                           Director, The Brazil Fund, Inc. (until 7/94) (investment company)**
                           Vice President & Assistant Treasurer, Montgomery Street Income Securities, Inc.
                                 (investment company)o
                           Chairman, Vice President & Director, Scudder Global Fund, Inc.  (investment company)**
                           Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
                                 (broker/dealer)*
                           President & Director, Scudder Service Corporation (in-house transfer agent)*
                           Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
                                 adviser), Toronto, Ontario, Canada
                           President & Director, Scudder Precious Metals, Inc. xxx
                           Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg 
                           Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England 
                           Director, Scudder Fund Accounting Corporation (in-house fund accounting agent)*
                           Director, Vice President & Assistant Secretary, Scudder Realty Holdings Corporation (a 
                                 real estate holding company)*
                           Director, Scudder Latin America Investment Trust PLC (investment company)@ 
                           Incorporator, Scudder Trust Company (a trust company)+++ 
                           Director, Fiduciary Trust Company (banking & trust company) Boston, MA
                           Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA 
                           Trustee, New England Aquarium, Boston, MA

Kathryn L. Quirk           Director & Secretary, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President, Scudder Fund, Inc. (investment company)**
                           Vice President, Scudder Institutional Fund, Inc. (investment company)**
                           Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc.
                                 (investment company)**
                           Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)**
                           Vice President & Assistant Secretary, The Argentina Fund, Inc. (investment company)**
                           Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)**
                           Vice President & Assistant Secretary, Scudder International Fund, Inc. (investment
                                 company)**
                           Vice President & Assistant Secretary, Scudder Equity Trust (investment company)** 
                           Vice President & Assistant Secretary, Scudder Securities Trust (investment company)* 

                                Part C - Page 7
<PAGE>

                           Vice President & Assistant Secretary, Scudder Funds Trust (investment company)**
                           Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)** 
                           Vice President &  Assistant Secretary, Montgomery Street Income Securities, Inc.
                                 (investment company)o
                           Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
                           Vice President & Assistant Secretary, Scudder New Europe Fund, Inc. (investment
                                 company)**
                           Vice President & Assistant Secretary, Scudder Variable Life Investment Fund (investment
                                 company)*
                           Vice President & Assistant Secretary, The First Iberian Fund, Inc. (investment
                                 company)**
                           Vice President & Assistant Secretary, The Latin America Dollar Income Fund, Inc.
                                 (investment company)**
                           Vice President & Secretary, AARP Growth Trust (investment company)** 
                           Vice President & Secretary, AARP Income Trust (investment company)** 
                           Vice President & Secretary, AARP Tax Free Income Trust (investment company)** 
                           Vice President & Secretary, AARP Cash Investment Funds (investment company)**
                           Vice President, Scudder GNMA Fund (investment company)* 
                           Vice President & Secretary, The Japan Fund, Inc. (investment company)** 
                           Director, Vice President & Secretary, Scudder Fund Accounting Corporation (in-house 
                                 fund accounting agent)*
                           Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
                           Director, Vice President & Secretary, Scudder Realty Holdings Corporation (a real
                                 estate holding company)*
                           Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx

Cornelia M. Small          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President, Scudder Global Fund, Inc. (investment company)**
                           Vice President, AARP Cash Investment Funds (investment company)**
                           Vice President, AARP Growth Trust (investment company)**
                           Vice President, AARP Income Trust (investment company)**
                           Vice President, AARP Tax Free Income Trust (investment company)**

Edmond D. Villani          Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc.
                                 (investment adviser)**
                           Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
                           Chairman & Director, The Argentina Fund, Inc. (investment company)**
                           Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
                           Supervisory Director, Scudder Mortgage Fund (investment company) +
                           Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
                           Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
                           Chairman & Director, Scudder World Income Opportunities Fund, Inc.  (investment
                                 company)**
                           Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
                                 & II (investment company)+
                           Director, The Brazil Fund, Inc. (investment company)**
                           Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
                           President & Director, Scudder, Stevens & Clark Overseas Corporationoo
                           President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
                                 adviser)**
                           Director, IBJ Global Investment Management S.A., (Luxembourg investment management
                                 company) Luxembourg, Grand-Duchy of Luxembourg

                                Part C - Page 8
<PAGE>

Stephen A. Wohler          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President, Montgomery Street Income Securities, Inc. (investment company)o

         *        Two International Place, Boston, MA
         x        333 South Hope Street, Los Angeles, CA
         **       345 Park Avenue, New York, NY
         ++       Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
         +++      5 Industrial Way, Salem, NH
         o        101 California Street, San Francisco, CA
         #        Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
         +        John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
         xx       De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
         ##       2 Boulevard Royal, Luxembourg
         ***      B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
         xxx      Grand Cayman, Cayman Islands, British West Indies
         oo       20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
         ###      1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
         @        c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon
</TABLE>

Item 29.          Principal Underwriters.
- --------          -----------------------

         (a)      Scudder California Tax Free Trust
                  Scudder Cash Investment Trust
                  Scudder Equity Trust
                  Scudder Fund, Inc.
                  Scudder Funds Trust
                  Scudder Global Fund, Inc.
                  Scudder GNMA Fund
                  Scudder Institutional Fund, Inc.
                  Scudder International Fund, Inc.
                  Scudder Investment Trust
                  Scudder Municipal Trust
                  Scudder Mutual Funds, Inc.
                  Scudder Portfolio Trust
                  Scudder Securities Trust
                  Scudder State Tax Free Trust
                  Scudder Tax Free Money Fund
                  Scudder Tax Free Trust
                  Scudder U.S. Treasury Money Fund
                  Scudder Variable Life Investment Fund
                  AARP Cash Investment Funds
                  AARP Growth Trust
                  AARP Income Trust
                  AARP Managed Investment Portfolios Trust
                  AARP Tax Free Income Trust
                  The Japan Fund, Inc.

                                Part C - Page 9
<PAGE>
<TABLE>
<CAPTION>

         (b)

         (1)                               (2)                                     (3)

         Name and Principal                Position and Offices with               Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------

          <S>                                  <C>                                   <C>  
         E. Michael Brown                  Assistant Treasurer                     None
         Two International Place
         Boston, MA  02110

         Mark S. Casady                    Director and Vice President             None
         Two International Place
         Boston, MA  02110

         Linda Coughlin                    Director and Senior Vice President      President and Trustee
         Two International Place
         Boston, MA  02110

         Richard W. Desmond                Vice President                          None
         345 Park Avenue
         New York, NY  10154

         Coleen Downs Dinneen              Assistant Clerk                         None
         Two International Place
         Boston, MA  02110

         Paul J. Elmlinger                 Senior Vice President                   None
         345 Park Avenue
         New York, NY  10154

         Margaret D. Hadzima               Assistant Treasurer                     Vice President
         Two International Place
         Boston, MA  02110

         Thomas W. Joseph                  Director, Vice President,               Vice President
         Two International Place           Treasurer and Assistant Clerk
         Boston, MA 02110

         Dudley H. Ladd                    Director and Senior Vice President      None
         Two International Place
         Boston, MA 02110

         David S. Lee                      Director, President and Assistant       Vice President and
         Two International Place           Treasurer                               Assistant Treasurer
         Boston, MA 02110

         Thomas F. McDonough               Clerk                                   Vice President and
         Two International Place                                                   Assistant Secretary
         Boston, MA 02110

         Thomas H. O'Brien                 Assistant Treasurer                     None
         345 Park Avenue
         New York, NY  10154

                                Part C - Page 10
<PAGE>
         Name and Principal                Position and Offices with               Positions and                    
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant 
         ----------------                  -------------------------------         -----------------------  
        
         Edward J. O'Connell               Assistant Treasurer                     Vice President and                 
         345 Park Avenue                                                           Assistant Treasurer
         New York, NY 10154

         Daniel Pierce                     Director, Vice President                None
         Two International Place           and Assistant Treasurer
         Boston, MA 02110

         Kathryn L. Quirk                  Senior Vice President                   Vice President and
         345 Park Avenue                                                           Secretary
         New York, NY  10154

         Edmund J. Thimme                  Director and Vice President             None
         345 Park Avenue
         New York, NY  10154

         Benjamin Thorndike                Vice President                          None
         Two International Place
         Boston, MA 02110

         David B. Watts                    Assistant Treasurer                     None
         Two International Place
         Boston, MA 02110

         Linda J. Wondrack                 Vice President                          None
         Two International Place
         Boston, MA 02110

         The Underwriter has employees who are denominated officers of an
         operational area. Such persons do not have corporation-wide
         responsibilities and are not considered officers for the purpose of
         this Item 29.

         (c)

                     (1)                     (2)                 (3)                 (4)                 (5)
                                       Net Underwriting    Compensation on
              Name of Principal         Discounts and        Redemptions          Brokerage             Other 
                 Underwriter             Commissions       and Repurchases       Commissions        Compensation
                 -----------             -----------       ---------------       -----------        ------------

               Scudder Investor              None                None                None               None
                Services, Inc.
</TABLE>

Item 30.          Location of Accounts and Records.
- --------          ---------------------------------

                  Certain accounts, books and other documents required to be
                  maintained by Section 31(a) of the 1940 Act and the Rules
                  promulgated thereunder are maintained by Scudder, Stevens &
                  Clark, Inc., Two International Place, Boston, Massachusetts
                  02110-4103. Records relating to the duties of the custodian of
                  AARP Diversified Income Portfolio and AARP Diversified Growth
                  Portfolio are maintained
                  by__________________________________________________________.
                  Records relating to the duties of the Registrant's transfer
                  agent are maintained by Scudder Service Corporation, Two
                  International Place, Boston, Massachusetts 02110-4103.

                                Part C - Page 11
<PAGE>

Item 31.          Management Services.
- --------          --------------------

                  Inapplicable.

Item 32.          Undertakings.
- --------          -------------

                  The Registrant hereby undertakes to file post-effective
                  amendments, using reasonably current financial statements of
                  AARP Diversified Income Portfolio and AARP Diversified Growth
                  Portfolio, within four to six months from the effectiveness
                  date of the Registrant's Registration Statement under the 1933
                  Act.

                  The Registrant hereby undertakes to furnish each person to
                  whom a prospectus is delivered with a copy of a Fund's latest
                  annual report to shareholders upon request and without change.

                  The Registrant hereby undertakes to call a meeting of
                  shareholders for the purpose of voting on the question of
                  removal of a Trustee or Trustees when requested to do so by
                  the holders of at least 10% of the Registrant's outstanding
                  shares and in connection with such meeting to comply with the
                  provisions of Section 16(c) of the Investment Company Act of
                  1940 relating to shareholder communications.

                  The Registrant hereby undertakes, insofar as indemnification
                  for liability arising under the Securities Act of 1933 may be
                  permitted to trustees, officers and controlling persons of the
                  registrant pursuant to the foregoing provisions, or otherwise,
                  the registrant has been advised that in the opinion of the
                  Securities and Exchange Commission such indemnification is
                  against public policy as expressed in the Act, and is,
                  therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the registrant of expenses incurred or paid by a
                  trustee, officer or controlling person of the registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such trustee, officer or controlling person in
                  connection with the securities being registered, the
                  registrant will submit unless in the opinion of its counsel
                  the matter has been settled by controlling precedent, to a
                  court of appropriate jurisdiction the question of whether such
                  indemnification by it is against public policy as expressed in
                  the Act and will be governed by the final adjudication of such
                  issue.

                                Part C - Page 12



<PAGE>


                                         SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration  Statement
to be signed on its behalf by the undersigned,  thereto duly authorized,  in the
City of Boston and the  Commonwealth of Massachusetts on the 15 day of November,
1996. 
                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By  /s/Thomas F.McDonough
                                            ---------------------
                                            Thomas F. McDonough, Assistant 
                                             Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

SIGNATURE                                   TITLE                                        DATE
- ---------                                   -----                                        ----
<S>                                          <C>                                          <C>    


- --------------------------------------
Cuyler W. Findlay                           Chairman and Trustee                         November   , 1996


/s/Carole Lewis Anderson
- --------------------------------------
Carole Lewis Anderson*                      Trustee                                      November 15, 1996


/s/Adelaide Attard
- --------------------------------------
Adelaide Attard*                            Trustee                                      November 15, 1996


/s/Cyril F. Brickfield
- --------------------------------------
Cyril F. Brickfield*                        Trustee                                      November 15, 1996


/s/Robert N. Butler
- --------------------------------------
Robert N. Butler*                           Trustee                                      November 15, 1996


/s/Esther Canja
- --------------------------------------
Esther Canja*                               Trustee                                      November 15, 1996


/s/Linda C. Coughlin
- --------------------------------------
Linda C. Coughlin*                          President and Trustee                        November 15, 1996


/s/Horace Deets
- --------------------------------------
Horace Deets*                               Vice Chairman and Trustee                    November 15, 1996


/s/Edgar R. Fiedler
- --------------------------------------
Edgar R. Fiedler*                           Trustee                                      November 15, 1996


/s/Eugene P. Forrester
- --------------------------------------
Eugene P. Forrester*                        Trustee                                      November 15, 1996


/s/Wayne F. Haefer
- --------------------------------------
Wayne F. Haefer*                            Trustee                                      November 15, 1996


/s/George L. Maddox, Jr.
- --------------------------------------
George L. Maddox, Jr.*                      Trustee                                      November 15, 1996


/s/Robert J. Myers
- --------------------------------------
Robert J. Myers*                            Trustee                                      November 15, 1996


<PAGE>

/s/James H. Schulz
- --------------------------------------
James H. Schulz*                            Trustee                                      November 15, 1996


/s/Gordon Shillinglaw
- --------------------------------------
Gordon Shillinglaw*                         Trustee                                      November 15, 1996


/s/Pamela A. McGrath
- --------------------------------------
Pamela A. McGrath                           Treasurer (Principal Financial and           November 15, 1996
                                            Accounting Officer)

</TABLE>


*By      /s/Thomas F. McDonough
         ----------------------
         Thomas F. McDonough
         Attorney-in-fact pursuant
         to a power of attorney
         contained in the
         signature pages of
         Pre-Effective Amendment
         No. 1 filed herein.



                                       2


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F.McDonough
                                             ---------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                         TITLE                        DATE


/s/Carole Lewis Anderson
- --------------------------
Carole Lewis Anderson             Trustee                      November 4, 1996


                                       4

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                         By  /s/Thomas F. McDonough
                                             ----------------------
                                              Thomas F. McDonough,
                                              Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                  TITLE                              DATE


/s/Adelaide Attard
- ---------------------
Adelaide Attard            Trustee                            November 15, 1996

                                      
                                        5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                      TITLE                          DATE

/s/Cyril F. Brickfield
- ------------------------
Cyril F. Brickfield            Trustee                        November 11, 1996

                                       
                                       6

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                  TITLE                               DATE

/s/Robert N. Butler
- ---------------------
Robert N. Butler           Trustee                             November 1, 1996

                                       
                                       7

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                         By  /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                  TITLE                               DATE

/s/Esther Canja
- -------------------
Esther Canja               Trustee                             November 7, 1996

                                       
                                       8

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                         By  /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                   TITLE                              DATE

/s/Linda C. Coughlin
- -----------------------
Linda C. Coughlin           President and Trustee              November 5, 1996

                                       
                                       9

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                  TITLE                               DATE

/s/Horace Deets
- ----------------
Horace Deets               Vice Chairman and Trustee           November 9, 1996

                                       
                                       10

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                  TITLE                              DATE

/s/Edgar R. Fiedler
- -------------------
Edgar R. Fiedler           Trustee                            November 15, 1996

                                       
                                       11

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F.  McDonough
                                             -----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                   TITLE                             DATE

/s/Eugene P. Forrester
- -----------------------
Eugene P. Forrester         Trustee                           November 15, 1996

                                       
                                       12

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                  TITLE                               DATE

/s/Wayne F. Haefer
- -------------------
Wayne F. Haefer            Trustee                             November 1, 1996

                                      
                                       13

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                   TITLE                             DATE

/s/George L. Maddox
- ---------------------
George L. Maddox, Jr.       Trustee                           November 15, 1996

                                       
                                       14

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                   TITLE                             DATE

/s/Robert J. Myers
- --------------------
Robert J. Myers             Trustee                           November 15, 1996

                                      
                                       15

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                  TITLE                              DATE

/s/James H. Schulz
- -------------------
James H. Schulz            Trustee                            November 15, 1996

                                       
                                       16

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts onthe 15 day of November, 1996.

                                        AARP MANAGED INVESTMENT PORTFOLIOS TRUST


                                        By   /s/Thomas F. McDonough
                                             ----------------------
                                             Thomas F. McDonough,
                                             Assistant Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in her capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, her true and lawful attorney and agent to execute in her name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.


SIGNATURE                   TITLE                              DATE

/s/Gordon Shillinglaw
- ---------------------
Gordon Shillinglaw          Trustee                            November 4, 1996

                                      
                                       17
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                                                                 File No.
                                                                 File No.




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM N-1A


                          PRE-EFFECTIVE AMENDMENT NO. 1

                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                       AND


                                 AMENDMENT NO. 1

                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940




                     AARP MANAGED INVESTMENT PORTFOLIO TRUST


<PAGE>


                    AARP MANAGED INVESTMENT PORTFOLIOS TRUST

                                  EXHIBIT INDEX




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