AARP MANAGED INVESTMENT PORTFOLIOS
497, 1997-02-12
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                      AARP INVESTMENT PROGRAM FROM SCUDDER

                                   PROSPECTUS

                                February 1, 1997


There  are 15 pure  no-load(TM)  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 62 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 U.S. Stock 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 32. 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

Shareholder Transaction 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 U.S. Stock 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               .39%            .57%        .96%
AARP High Quality Tax Free Money           .46%            .39%        .85%
   Fund
AARP GNMA and U.S. Treasury Fund           .41%            .23%        .64%
AARP High Quality Bond Fund                .48%            .43%        .91%
AARP Bond Fund for Income                    0%*             0%*         0%*
AARP Insured Tax Free General Bond         .49%            .17%        .66%
   Fund
AARP Balanced Stock and Bond Fund          .48%            .40%        .88%
AARP Growth and Income Fund                .49%            .20%        .69%
    


                                   PROSPECTUS
                                       2
<PAGE>

AARP U.S. Stock Index Fund                   0%**          .50%        .50%**
AARP Global Growth Fund                    .29%***        1.46%       1.75%***
AARP Capital Growth Fund                   .62%            .28%        .90%
AARP International Stock Fund                0%****       1.75%       1.75%****
AARP Small Company Stock Fund              .51%*****      1.24%       1.75%*****

   
+         The above 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 64 for  information  on how the Effective  Management Fee Rate is
          calculated.
    

*         The AARP Bond Fund for Income was introduced on February 1, 1997. Fund
          expenses are  projected  given the asset  forecast as of September 30,
          1997. Until January 31, 1998, the Fund Manager has agreed to waive its
          management  fee for AARP Bond Fund for Income to the extent  necessary
          so that the total annualized  expenses of the Fund do not exceed 0% of
          average daily net assets.  If the Fund Manager had not agreed to waive
          its fee, it is  estimated  that the total  annualized  expenses of the
          Fund would be: investment management fee .57%, other expenses .84% and
          total operating expenses 1.41% for the initial fiscal year.

**        The AARP U.S.  Stock  Index Fund was  introduced  on February 1, 1997.
          Fund expenses are projected  given the asset  forecast as of September
          30, 1997. Until January 31, 1998, the Fund Manager has agreed to waive
          its  management  fee for AARP  U.S.  Stock  Index  Fund to the  extent
          necessary  so that the total  annualized  expenses  of the Fund do not
          exceed .50% of average daily net assets.  In addition,  the Subadviser
          has  agreed to waive a  portion  of its fee for the first 12 months of
          management.  If the Fund  Manager had not agreed to waive its fee, and
          the  Subadviser  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  .29%,  other  expenses  1.59%  and  total
          operating expenses 1.88% for the initial fiscal year.

   
***       (Annualized)  Until  January 31, 1998,  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  its fee,  it is  estimated  that the  total
          annualized  expenses of the Fund would be:  investment  management fee
          .84%, other expenses 1.47% and total operating  expenses 2.31% for the
          fiscal year.
    

****      The AARP International  Stock Fund was introduced on February 1, 1997.
          Fund expenses are projected  given the asset forecast of September 30,
          1997. Until January 31, 1998, the Fund Manager has agreed to waive its
          management  fee  for  AARP  International  Stock  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 its fee,  it is  estimated  that the total  annualized
          expenses of the Fund would be:  investment  management fee .89%, other
          expenses  2.44% and total  operating  expenses  3.33% for the  initial
          fiscal year.

*****     The AARP Small Company Stock Fund was  introduced on February 1, 1997.
          Fund expenses are projected  given the asset forecast of September 30,
          1997.  Until January 31, 1998,  the Fund Manager has agreed to waive a
          portion of its management fee for AARP Small Company Stock 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 .84%, other expenses 1.47% and total operating  expenses 2.31% for
          the initial fiscal year.

                                              Effective              Total Fund
                                              Management    Other     Operating
          Managed Investment Portfolios       Fee Rate    Expenses   Expenses@
          -----------------------------       ---------    --------   --------
                                                        
          AARP Diversified Income Portfolio       0%           0%         0%
          AARP Diversified Growth Portfolio       0%           0%         0%

   
@         AARP Managed  Investment  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.   Based  on   this
          information,    the range    for   the   average    weighted   expense
    

                                   PROSPECTUS
                                       3
<PAGE>

   
          ratio borne by the AARP Diversified Income Portfolio is expected to be
          .10% to  1.26%,  and .30% to 1.58%  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  is 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 U.S.  Stock 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 three 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 71.

Fund                                   1 Year    3 Years   5 Years  10 Years
- ----                                   ------    -------   -------  --------
AARP High Quality Money Fund            $ 10      $ 31      $ 53      $118
   
AARP High Quality Tax Free Money           
   Fund                                    9        27        47       105
    
AARP GNMA and U.S. Treasury Fund           7        20        36        80
AARP High Quality Bond Fund                9        29        50       112
AARP Bond Fund for Income                  0         0       N/A       N/A
AARP Insured Tax Free General Bond         7        21        37        82
   Fund
AARP Balanced Stock and Bond Fund          9        28        49       108
AARP Growth and Income Fund                7        22        38        86
AARP U.S. Stock Index Fund                 5        16       N/A       N/A
AARP Global Growth Fund                   18        55        95       206
AARP Capital Growth Fund                   9        29        50       111
AARP International Stock Fund             18        55       N/A       N/A
AARP Small Company Stock Fund             18        55       N/A       N/A
AARP Diversified Income Portfolio          7        22       N/A       N/A
AARP Diversified Growth Portfolio         10        30       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.



                                   PROSPECTUS
                                       4
<PAGE>

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
U.S. Stock 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, free of charge, of the Annual Report to Shareholders dated September
30,  1996  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
                                       5
<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
 Value at
 Beginning
 of Period ..   $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000       $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000
                -------------------------------------------------------------------------------------------------------------
Net
 Investment
 Income .....      .045       .049       .028       .021       .040          .060       .073       .080       .060       .050
Distributions
 from Net
 Investment
 Income .....     (.045)     (.049)     (.028)     (.021)     (.040)(a)     (.060)     (.073)     (.080)     (.060)     (.050)
                -------------------------------------------------------------------------------------------------------------
Net Asset
 Value at
 End of
 Period .....   $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000       $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000
                -------------------------------------------------------------------------------------------------------------
Total Return
 % (b) ......      4.62       4.99       2.84       2.13       4.12          6.22       7.58       8.32       6.15       5.13
Net Assets
 End of
 Period
 ($ millions)       412        384        333        254        323           357        376        324        224        178
Ratio of
 Operating
 Expenses
 Net to
 Average Net
 Assets % ...      .963       .978      1.125      1.312      1.151         1.053      1.058      1.071      1.097(c)   1.160
Ratio of
 Operating
 Expenses
 Before
 Expense
 Reductions
 to
 Average Net
 Assets % ...      .963       .978      1.125      1.312      1.190         1.132      1.169      1.181      1.178      1.593
Ratio of Net
 Investment
 Income to
 Average Net
 Assets % ...     4.535      4.887      2.889      2.123      3.613         6.050      7.319      8.061      6.025      5.090
(a)  Includes  approximately  $.005 per share of net realized short-term capita gains.
(b)  Total returns would have been lower had certain expenses not been reduced.
(c)  Reflects fees not imposed by the Fund Manager of $.001 per share.
</TABLE>
    

                                   PROSPECTUS
                                        6
<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
 Value at
 Beginning of
 Period ......   $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000    $  .996    $  .998    $ 1.008    $  .998    $ 1.027
                 ----------------------------------------------------------------------------------------------------------
Net
 Investment
 Income ......      .028       .029       .017       .016       .026       .055       .061       .059       .055       .049
Net Realized
 & Unrealized
 Investment
 Gain (Loss) .      --         --         --         --         --         .004      (.002)     (.010)      .010      (.026)
Distributions
 from Net
 Investment
 Income ......     (.028)     (.029)     (.017)     (.016)     (.026)     (.055)     (.061)     (.059)     (.055)     (.049)
Distributions
 from Net
 Realized
 Gains .......      --         --         --         --         --         --         --         --         --        (.003)
                 ----------------------------------------------------------------------------------------------------------
Total
 Distributions     (.028)     (.029)     (.017)     (.016)     (.026)     (.055)     (.061)     (.059)     (.055)     (.052)
                 ----------------------------------------------------------------------------------------------------------
Net Asset
 Value at End
 of Period ...   $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000    $  .996    $  .998    $ 1.008    $  .998
                 ----------------------------------------------------------------------------------------------------------
Total Return %
 (a) .........      2.80       2.99       1.76       1.62       2.58       6.10       6.02       4.98       6.65       2.25
Net Assets
 End of
 Period
 ($ millions)        111        120        129        134        127        119         98         90         79         70
Ratio of
 Operating
 Expenses
 Net  to
 Average Net
 Assets % ....       .85        .87        .90        .93        .95       1.06       1.12       1.17       1.27       1.31
Ratio of
 Operating
 Expenses
 Before
 Expense
 Reductions
 to Average
 Net Assets %        .85        .87        .91       1.15       1.13       1.13       1.12       1.17       1.30       1.35
Ratio of Net
 Investment
 Income to
 Average Net
 Assets % ....      2.77       2.94       1.75       1.60       2.54       5.43       6.06       5.85       5.47       4.80
Portfolio
 Turnover
 Rate % ......      --         --         --         --         --         --        39.88      21.28      62.73      22.20
(a)  Total returns would have been lower had certain expenses not been reduced.
(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
                                        7
<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
 Value at
 Beginning
 of Period ...   $ 15.19    $ 14.73    $ 15.96    $ 16.19    $ 15.72    $ 14.95    $ 14.98    $ 15.11    $ 14.89    $ 15.99
                 ----------------------------------------------------------------------------------------------------------
Net
 Investment
 Income ......       .99       1.01        .93       1.15       1.22       1.26       1.31       1.31       1.37       1.35
Net
 Realized
 & Unrealized
 Investment
 Gain (Loss) .      (.28)       .46      (1.23)      (.23)       .47        .77       (.03)      (.13)       .22      (1.09)
                 ----------------------------------------------------------------------------------------------------------
Total from
 Investment
 Operations ..       .71       1.47       (.30)       .92       1.69       2.03       1.28       1.18       1.59        .26
                 ----------------------------------------------------------------------------------------------------------

Distributions
 from Net
 Investment
 Income ......      (.99)      (.98)      (.93)     (1.15)     (1.22)     (1.26)     (1.31)     (1.31)     (1.37)     (1.35)
Distributions
 from Net
 Realized
 Gains .......      --         --         --         --         --         --         --         --         --         (.01)
Distributions
 from
 Capital .....      --         (.03)      --         --         --         --         --         --         --         --
                 ----------------------------------------------------------------------------------------------------------
Total
 Distributions      (.99)     (1.01)      (.93)     (1.15)     (1.22)     (1.26)     (1.31)     (1.31)     (1.37)     (1.36)
                 ----------------------------------------------------------------------------------------------------------
Net Asset
 Value at
 End of
 Period ......   $ 14.91    $ 15.19    $ 14.73    $ 15.96    $ 16.19    $ 15.72    $ 14.95    $ 14.98    $ 15.11    $ 14.89
                 ----------------------------------------------------------------------------------------------------------
Total
 Return % ....      4.79      10.31      (1.90)      5.89      11.19      14.12       8.86       8.17      11.07       1.54
Net Assets
 End of
 Period
 ($ millions)      4,904      5,252      5,585      6,712      5,232      3,311      2,583      2,518      2,837      2,827
Ratio of
 Operating
 Expenses
 to
 Average Net
 Assets % ....       .64        .67        .66        .70        .72        .74        .79        .79        .81        .88
Ratio of
 Net
 Investment
 Income to
 Average Net
 Assets % ....      6.55       6.77       6.09       7.15       7.69       8.23       8.71       8.76       9.09       8.76
Portfolio
 Turnover
 Rate % ......     83.44      70.35     114.54     105.49      74.33      86.64      60.54      48.35      84.72      50.68
</TABLE>


                                   PROSPECTUS
                                        8
<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
 Value at
 Beginning
 of Period ...   $ 16.01    $ 15.05    $ 17.19    $ 16.44    $ 15.71    $ 14.63    $ 15.04    $ 14.80    $ 14.45    $ 15.87
                 ----------------------------------------------------------------------------------------------------------
Net Investment
 Income ......       .92        .94        .85        .93       1.03       1.10       1.17       1.23       1.27       1.22
Net Realized
 & Unrealized
 Investment
 Gain (Loss) .      (.19)       .95      (1.76)       .93        .73       1.08       (.41)       .24        .46      (1.19)
                 ----------------------------------------------------------------------------------------------------------
Total from
 Investment
 Operations ..       .73       1.89       (.91)      1.86       1.76       2.18        .76       1.47       1.73        .03
                 ----------------------------------------------------------------------------------------------------------
Distributions
 from Net
 Investment
 Income ......      (.92)      (.93)      (.85)      (.93)     (1.03)     (1.10)     (1.17)     (1.23)     (1.27)     (1.22)
Distributions
 from Net
 Realized
 Gains .......      --         --         --         (.18)      --         --         --         --         (.05)      (.23)
Distributions
 from Capital ..    --         --         --         --         --         --         --         --         (.06)      --
Distributions
 in Excess
 of Net
 Realized
 Gains .......      --         --         (.38)      --         --         --         --         --         --         --
                 ----------------------------------------------------------------------------------------------------------
Total
 Distributions      (.92)      (.93)     (1.23)     (1.11)     (1.03)     (1.10)     (1.17)     (1.23)     (1.38)     (1.45)
                 ----------------------------------------------------------------------------------------------------------
Net Asset
 Value at
 End of
 Period ......   $ 15.82    $ 16.01    $ 15.05    $ 17.19    $ 16.44    $ 15.71    $ 14.63    $ 15.04    $ 14.80    $ 14.45
                 ----------------------------------------------------------------------------------------------------------
Total Return
 % (a) .......      4.59      12.98      (5.55)     11.88      11.56      15.44       5.21      10.38      12.38       (.09)
Net Assets
 End of
 Period
 ($ millions)        512        533        568        604        384        201        151        129        123        108
Ratio of
 Operating
 Expenses to
 Average Net
 Assets % ....       .91        .95        .95       1.01       1.13       1.17       1.14       1.16       1.17       1.18
Ratio of
 Operating
 Expenses
 Before
 Expense
 Reductions
 to Average
 Net Assets %        .91        .95        .95       1.01       1.13       1.17       1.20       1.21       1.20       1.40
Ratio of Net
 Investment
 Income to
 Average Net
 Assets % ....      5.76       6.13       5.31       5.64       6.40       7.26       7.86       8.33       8.55       7.81
Portfolio
 Turnover
 Rate % ......    169.96     201.07      63.75     100.98      63.00      90.43      47.39      57.69      23.57     192.80
(a)  Total returns would have been lower had certain expenses not been reduced.
</TABLE>
    


                                   PROSPECTUS
                                       9
<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
 Value at
 Beginning
 of Period ...   $ 17.74    $ 16.93    $ 19.00    $ 17.88    $ 17.30    $ 16.12    $ 16.61    $ 16.02    $ 15.00    $ 16.69
                 ----------------------------------------------------------------------------------------------------------
Net Investment
 Income ......       .87        .87        .86        .90        .93       1.00       1.04       1.08       1.08       1.07
Net Realized
 & Unrealized
 Investment
 Gain (Loss) .       .16        .81      (1.67)      1.55        .75       1.18       (.24)       .59       1.02      (1.49)
                 ----------------------------------------------------------------------------------------------------------
Total from
 Investment
 Operations ..      1.03       1.68       (.81)      2.45       1.68       2.18        .80       1.67       2.10       (.42)
                 ----------------------------------------------------------------------------------------------------------
Distributions
 from Net
 Investment
 Income ......      (.87)      (.87)      (.86)      (.90)      (.93)     (1.00)     (1.04)     (1.08)     (1.08)     (1.07)
Distributions
 in Excess
 of Net
 Realized
 Gains .......      --         --         (.34)      (.43)      (.17)      --         (.25)      --         --         (.20)
Distributions
 from Tax
 Return of
 Capital .....      --         --         (.06)      --         --         --         --         --         --         --
                 ----------------------------------------------------------------------------------------------------------
Total
 Distributions      (.87)      (.87)     (1.26)     (1.33)     (1.10)     (1.00)     (1.29)     (1.08)     (1.08)     (1.27)
                 ----------------------------------------------------------------------------------------------------------
Net Asset
 Value at
 End of
 Period ......   $ 17.90    $ 17.74    $ 16.93    $ 19.00    $ 17.88    $ 17.30    $ 16.12    $ 16.61    $ 16.02    $ 15.00
                 ----------------------------------------------------------------------------------------------------------
Total Return
 % ...........      5.88      10.21      (4.48)     14.31      10.01      13.85       4.89      10.66      14.39      (2.94)
Net Assets
 End of
 Period
 ($ millions)      1,755      1,807      1,914      2,087      1,487      1,068        771        527        312        238
Ratio of
 Operating
 Expenses to
 Average Net
 Assets % ....       .66        .69        .68        .72        .74        .77        .80        .84        .92       1.00
Ratio of Net
 Investment
 Income to
 Average Net
 Assets % ....      4.83       5.06       4.80       4.90       5.31       5.92       6.29       6.52       6.95       6.58
Portfolio
 Turnover
 Rate % ......     18.69      17.45      38.39      47.96      62.45      32.18      48.24     148.94     163.51     135.32
</TABLE>


                                   PROSPECTUS
                                       10
<PAGE>

<TABLE>
<CAPTION>
       AARP Balanced Stock and Bond Fund For the Years Ended September 30
       ------------------------------------------------------------------
                                                          1996       1995      1994(a)
                                                         -------    -------    -------
<S>                                                      <C>        <C>        <C>    
Net Asset Value at Beginning of Period ...............   $ 16.40    $ 14.64    $ 15.00
                                                         ---------------------------------
Net Investment Income ................................       .66        .61        .25
Net Realized & Unrealized Investment Gain (Loss) .....      1.44       1.79       (.37)(b)
                                                         ---------------------------------
Total from Investment Operations .....................      2.10       2.40       (.12)
                                                         ---------------------------------
Distributions from Net Investment Income .............      (.66)      (.60)      (.24)
Distributions from Net Realized Gains ................      (.21)      (.04)      --
Total Distributions ..................................      (.87)      (.64)      (.24)
                                                         ---------------------------------
Net Asset Value at End of Period .....................   $ 17.63    $ 16.40    $ 14.64
                                                         ---------------------------------
Total Return % .......................................     13.08      16.80       (.78)(d)
Net Assets End of Period ($ millions) ................       403        247        175
Ratio of Operating Expenses to Average Net Assets % ..       .88       1.01       1.31(e)
Ratio of Net Investment Income to Average Net Assets %      4.09       4.12       3.58(e)
Portfolio Turnover Rate % ............................     35.22      63.77      49.32(e)
Average Commission Rate Paid (c) .....................   $ .0549       --         --   
   
(a)  For the period February 1, 1994, commencement of operations, through 
     September 30, 1994.
(b)  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.
(c)  Average  commission  rate paid per share of common and preferred  stocks is
     calculated for fiscal years beginning on or after September 1, 1995.
(d)  Not annualized.
(e)  Annualized.
    
</TABLE>

                                   PROSPECTUS
                                       11
<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
 Value at
 Beginning of
 Period .......   $ 38.36    $ 34.13    $ 32.91    $ 28.67    $ 26.97    $ 22.30    $ 26.11    $ 20.94    $ 25.54    $ 20.88
                  ----------------------------------------------------------------------------------------------------------
Net Investment
 Income .......      1.17       1.11        .94        .83        .97       1.11       1.11       1.01       1.04        .67
Net Realized
 & Unrealized
 Investment
 Gain (Loss) ..      6.40       5.44       1.62       4.58       2.11       4.78      (3.69)      5.20      (3.93)      5.51
                  ----------------------------------------------------------------------------------------------------------
Total from
 Investment
 Operations ...      7.57       6.55       2.56       5.41       3.08       5.89      (2.58)      6.21      (2.89)      6.18
                  ----------------------------------------------------------------------------------------------------------
Distributions
 from Net
 Investment
 Income .......     (1.15)     (1.09)     (1.13)      (.87)      (.90)     (1.17)     (1.15)     (1.04)      (.94)      (.64)
Distributions
 from Net
 Realized
 Gains ........      (.84)     (1.23)      (.21)      (.30)      (.48)      (.05)      (.08)      --         (.77)      (.88)
                  ----------------------------------------------------------------------------------------------------------
Total
 Distributions      (1.99)     (2.32)     (1.34)     (1.17)     (1.38)     (1.22)     (1.23)     (1.04)     (1.71)     (1.52)
                  ----------------------------------------------------------------------------------------------------------
Net Asset
 Value at End
 of Period ....   $ 43.94    $ 38.36    $ 34.13    $ 32.91    $ 28.67    $ 26.97    $ 22.30    $ 26.11    $ 20.94    $ 25.54
                  ----------------------------------------------------------------------------------------------------------
Total Return %
 (b) ..........     20.20      20.43       7.99      19.38      11.59      27.19     (10.19)     30.58     (10.75)     30.92
Net Assets
 End of
 Period
 ($ millions) .     4,219      3,007      2,312      1,560        748        392        248        236        228        358
Ratio of
 Operating
 Expenses to
 Average Net
 Assets % .....       .69        .72        .76        .84        .91        .96       1.03       1.04       1.06       1.08
Ratio of
 Operating
 Expense
 Before Expense
 Reductions
 to Average
 Net Assets % .       .69        .72        .76        .84        .91        .96       1.03       1.04       1.06       1.12
Ratio of Net
 Investment
 Income to
 Average Net
 Assets % .....      2.94       3.28       3.00       3.08       3.84       4.61       4.76       4.19       4.52       3.81
Portfolio
 Turnover
 Rate % .......     25.02      31.26      31.82      17.44      36.40      53.68      58.47      55.21      61.34      43.25
Average
 Commission
 Paid Rate (a)    $ .0542       --         --         --         --         --         --         --         --         --
(a)  Average  commission  rate paid per share of common and preferred  stocks is
     calculated for fiscal years beginning on or after September 1, 1995.
(b)  Total returns would have been lower had certain expenses not been reduced.
    
</TABLE>


                                   PROSPECTUS
                                       12
<PAGE>

                             AARP Global Growth Fund
                                                                  For the period
                                                                February 1, 1996
                                                                (commencement of
                                                                  operations) to
                                                               September 30,1996
                                                               -----------------
Net Asset Value at Beginning of Period ......................        $  15.00
                                                                     --------
Net Investment Income .......................................             .06
Net Realized & Unrealized Investment Gain (Loss) ............             .43
                                                                     --------
Total from Investment Operations ............................             .49
                                                                     --------
Net Asset Value at End of Period ............................        $  15.49
                                                                     --------
Total Return % (a) ..........................................        3.27 (c)
Net Assets End of Period ($ millions) .......................              78
Ratio of Operating Expenses to Average Net Assets % .........             1.7(d)
Ratio of Operating Expenses to Average Net Assets Before
 Expense Reductions% ........................................            2.31(d)
Ratio of Net Investment Income to Average Net Assets % ......            1.03(d)
Portfolio Turnover Rate % ...................................           12.56(d)
Average Commission Rate Paid (b) ............................        $  .0150

   
(a)  Total returns would have been lower had certain expenses not been reduced.
(b)  Average commission rate paid per share of common and preferred stock
     is calculated for fiscal years beginning on or after September 1, 1995.
(c)  Not Annualized.
(d)  Annualized.
    


                                   PROSPECTUS

<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
 Value at
 Beginning
 of Period ...   $ 38.36    $ 31.74    $ 36.20    $ 30.30    $ 30.23    $ 23.32    $ 34.17       $ 23.88    $ 27.55    $ 21.13
                 ----------------------------------------------------------------------------------------------------------
Net Investment
 Income ......       .42        .36        .00        .06        .15        .24        .54(b)        .21        .10        .11
Net Realized
 & Unrealized
 Investment
 Gain (Loss) .      5.59       6.91      (1.51)      7.19       1.09       9.05      (9.27)        10.17      (1.97)      7.40
                 ----------------------------------------------------------------------------------------------------------
Total from
 Investment
 Operations ..      6.01       7.27      (1.51)      7.25       1.24       9.29      (8.73)        10.38      (1.87)      7.51
                 ----------------------------------------------------------------------------------------------------------
Distributions
 from Net
 Investment
 Income ......      (.39)      (.01)      (.05)      (.14)      (.23)      (.59)      (.19)         (.09)      (.15)      (.19)
Distributions
 from Net
 Realized
 Gains .......      (.51)      (.64)     (2.90)     (1.21)      (.94)     (1.79)     (1.93)         --        (1.65)      (.90)
                 ----------------------------------------------------------------------------------------------------------
Total
 Distributions      (.90)      (.65)     (2.95)     (1.35)     (1.17)     (2.38)     (2.12)         (.09)     (1.80)     (1.09)
                 ----------------------------------------------------------------------------------------------------------
Net Asset Value 
 at End of
 Period ......   $ 43.47    $ 38.36    $ 31.74    $ 36.20    $ 30.30    $ 30.23    $ 23.32       $ 34.17    $ 23.88    $ 27.55
                 ----------------------------------------------------------------------------------------------------------
Total Return
 % (c) .......     15.97      23.47      (4.70)     24.53       3.94      42.81     (26.94)        43.62      (5.44)     37.02
Net Assets
 End of
 Period ($
 millions) ...       826        692        683        607        424        242        160           180         91        116
Ratio of
 Operating
 Expenses to
 Average Net
 Assets % ....       .90        .95        .97       1.05       1.13       1.17       1.11          1.16       1.23       1.24
Ratio of
 Operating
 Expenses
 Before
 Expense
 Reductions
 to Average
 Net Assets %        .90        .95        .97       1.05       1.13       1.17       1.14          1.16       1.40       1.38
Ratio of Net
 Investment
 Income to
 Average Net
 Assets % ....      1.05       1.00        .02        .22        .61        .90       2.00           .89        .37        .62
Portfolio
 Turnover
 Rate % ......     64.84      98.44      79.65     100.63      89.20      99.62      83.28         63.51      45.37      53.61
Average
 Commission
 Rate Paid
 (a) .........   $ .0614       --         --         --         --         --         --            --         --         --

(a)  Average  commission  rate paid per share of common and preferred stocks 
     is  calculated for fiscal years beginning on or after September 1, 1995.
(b)  Net investment income per share includes a non-recurring dividend amounting
     to $.18 per share.
(c)  Total return would have been lower had certain expenses not been reduced.

</TABLE>
    


                                   PROSPECTUS
                                       14
<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. Over 40 years ago,
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.


                                   PROSPECTUS
                                       15
<PAGE>

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
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-load,  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 AARP GNMA and
     U.S.  Treasury Fund,  AARP Balanced Stock and Bond Fund and AARP Growth and
     Income Fund, and for $2000 for all other AARP Mutual Funds. You can open an
     AARP IRA or AARP UGMA/UTMA with an initial investment of only $250 per fund
     account.  So it's easy to get started.  See page 67 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 71 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


                                   PROSPECTUS
                                       16
<PAGE>

   
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
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-producing 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,  interest rates or foreign  currencies.  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 on page 19.

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.


                                   PROSPECTUS
                                       17
<PAGE>

     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
     fluctuation  in both the value of your  investment  and the income you earn
     and to  invest  for the  longer  term (3 to 5 years  or more  for the  AARP
     Diversified  Income  Portfolio,  3 years or more for the other funds listed
     above).

     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 U.S. Stock 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 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


                                   PROSPECTUS
                                       18
<PAGE>

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 54.

The Trustees can modify a Fund's  objectives  without the approval of a majority
of that  Fund's  shareholders.  If there is a change  in  investment  objective,
shareholders should consider whether the Fund is still an appropriate investment
for their situation.

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


                                   PROSPECTUS
                                       19
<PAGE>

     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
     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


                                   PROSPECTUS
                                       20
<PAGE>

     than a money  market fund  investing  in other  high-quality  money  market
     securities. See "Other Investment Policies and Risk Factors" on page 54.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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  61  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 and joined Scudder in 1996. 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.

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.


                                   PROSPECTUS
                                       21
<PAGE>

     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).
     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.

     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
     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


                                   PROSPECTUS
                                       22
<PAGE>

     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" on page 54.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP UGMA/UTMA with an initial investment of only $250.

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
     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


                                   PROSPECTUS
                                       23
<PAGE>

     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 61 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 of
     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 value 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


                                   PROSPECTUS
                                       24
<PAGE>

     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
     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" on page 54.

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" on page 54).  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.

What is the minimum initial investment?

     The minimum initial investment is $500.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.


                                   PROSPECTUS
                                       25
<PAGE>

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 61 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 joined Scudder in 1982 and 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.  Thomas M.  Poor,
     Portfolio  Manager,  joined the Fund in 1997 and Scudder in 1970.  Scott E.
     Dolan,  Portfolio  Manager,  also joined the team in 1997.  Mr. Dolan,  who
     joined Scudder in 1989, has four years of experience in compliance analysis
     and  account  administration  and has worked as a portfolio  manager  since
     1993.

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.

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 and total return may be lower.

What does the Fund invest in?

     Under normal circumstances,  the Fund will invest substantially all, and no
     less  than  65%,  of its  assets in U.S.  Government,  corporate  and other
     fixed-income securities.  All the Fund's securities will be rated or judged


                                   PROSPECTUS
                                       26
<PAGE>

     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,  trust preferred  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 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" on page 54.

     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.


                                   PROSPECTUS
                                       27
<PAGE>

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" on page 54). 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.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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 61 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. Scott E. Dolan, Portfolio Manager, joined the team in 1997. Mr.
     Dolan,  who  joined  Scudder  in 1989,  has four  years  of  experience  in
     compliance  analysis  and  account  administration  and  has  worked  as  a
     portfolio manager since 1993.

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
     value of its shares more stable than that of a long-term bond.

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 (up
     to 35% of total  assets).  Investors  should be  seeking  to invest for the
     longer term (at least 3 years or more) and be comfortable  with fluctuation


                                   PROSPECTUS
                                       28
<PAGE>

     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  securities  that 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, at times,  can have more
     price  volatility  than  higher  rated  securities.  See "Other  Investment
     Policies and Risk Factors" on page 54.

     The Fund may invest in U.S. Treasury and Agency securities, corporate bonds
     and  notes,   trust  preferred   securities,   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.

     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


                                   PROSPECTUS
                                       29
<PAGE>

     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" on page 54.

     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" on page 54).  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.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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 61 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.  Mr.  Hutchinson  joined  Scudder  in 1986 and is a
     member of Scudder's Global Bond Group. 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


                                   PROSPECTUS
                                       30
<PAGE>

     portfolio management prior to joining Scudder. Ms. Babson joined Scudder in
     1994.  Portfolio  Manager David H. Glen, also a member of Scudder's  Global
     Bond Group,  has over 15 years of experience in finance and investing.  Mr.
     Glen joined Scudder in 1982.

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.


                                   PROSPECTUS
                                       31
<PAGE>

     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
     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" on page 54.

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" on page 54.

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" on page 54.


                                   PROSPECTUS
                                       32
<PAGE>

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP UGMA/UTMA with an initial investment of only $250.

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
     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 61 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 and
     joined Scudder in 1983.  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.


                                   PROSPECTUS
                                       33
<PAGE>

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
     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


                                   PROSPECTUS
                                       34
<PAGE>

     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, preferred and convertible preferred securities and trust
     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
     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" on page 54.

What is the minimum initial investment?

     The minimum initial investment is $500.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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 61 for
     additional information on distributions and taxes.


                                   PROSPECTUS
                                       35
<PAGE>

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. Mr.
     Hutchinson  joined  Scudder  in 1986 and has  over 20  years of  investment
     experience. 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
     of 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
     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


                                   PROSPECTUS
                                       36
<PAGE>

     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" on page 54.

     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" on page 54.

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

What is the minimum initial investment?

     The minimum initial investment is $500.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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 61 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
     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. Deborah Chaplin,
     Portfolio Manager, joined the Fund in 1997 and Scudder in 1996. Ms. Chaplin


                                   PROSPECTUS
                                       37
<PAGE>

     has  five  years of  investment  experience  as a  securities  analyst  and
     institutional investment portfolio manager.

AARP U.S. STOCK 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,  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  computer 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.  In managing the
     Fund this way, the Fund Manager expects  performance  will be somewhat less
     volatile  than that of the S&P 500 over  time,  and the total  return  will
     generally  track the S&P 500 within 1% on an annualized  basis.  A tracking
     error of 0% would  indicate  perfect  correlation  to the Index.  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 Fund expects to
     come close to the capitalization  weights of the S&P 500.  Nonetheless,  to
     enhance  the yield and  liquidity  characteristics  of the Fund and  reduce
     transaction  costs,  the Fund  will not  exactly  replicate  the  portfolio
     weights of the S&P 500 and will not hold all 500 stocks  within that Index.
     The investment  approach is "passive" in that after the dividend  screening


                                   PROSPECTUS
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<PAGE>

     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 may also invest in Standard & Poor's  Depositary  Receipts
     ("SPDRs").  SPDRs  typically trade like a share of common stock and provide
     investment  results  that  generally  correspond  to the  price  and  yield
     performance of the component common stocks of the S&P 500 Index. See "Other
     Investment  Policies and Risk  Factors" on page 54.  Unlike most  non-index
     funds,  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.  Thus,  the Fund will not take specific steps to minimize
     losses  that  reflect a decline in the S&P 500.  In the event that the Fund
     does not track within an  annualized  1% total return of the S&P 500 for an
     extended period, the Fund Manager will consider alternative approaches.

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

What are the risks?

     The risk to principal is consistent  with the Fund's  investment  approach,
     which should  result in a  performance  pattern  similar to 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" on page 54.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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


                                   PROSPECTUS
                                       39
<PAGE>

     typically will be distributed  annually after September 30. See page 61 for
     additional information on distributions and taxes.

Who manages my investment?

     Lead Portfolio  Manager Philip S. Fortuna 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. James M. Eysenbach, Portfolio Manager, joined Scudder in 1991 as a
     senior  quantitative  analyst and is  currently  director  of  quantitative
     research for Scudder.  Mr.  Eysenbach has more than ten years of investment
     research and management experience.

     The Fund Manager has retained  Bankers  Trust  Company as Subadviser to the
     Fund.  The  Subadviser  will  handle  day-to-day   investment  and  trading
     functions.  The  Portfolio  Managers  will be in regular  contact  with the
     Subadviser,  receive  records of daily  transactions,  monitor  returns and
     relative risk, and scrutinize portfolio activity.

     Bankers Trust has a long and successful  history of equity index management
     dating back to 1977 and is currently one of the largest passive managers in
     the U.S.

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.

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


                                   PROSPECTUS
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<PAGE>

     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
     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.


                                   PROSPECTUS
                                       41
<PAGE>

     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" on page 54.

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 $22 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
     to the value of their  principal.  Because of the Fund's global  investment
     policies and the investment  considerations  discussed above, investment in


                                   PROSPECTUS
                                       42
<PAGE>

     shares of the Fund should be  considered  as part of a broadly  diversified
     portfolio. See "Other Investment Policies and Risk Factors" on page 54.

How does the Fund seek to manage risk?

     While the Fund involves above-average equity risk, it is designed to lessen
     the volatility of its share price relative to other global stock funds.  It
     does this by diversifying  widely among stocks issued in developed  markets
     worldwide.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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 61 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.


                                   PROSPECTUS
                                       43
<PAGE>

     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 U.S.  Stock 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.

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" on page 54.

     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 U.S. Stock 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" on page 54.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.


                                   PROSPECTUS
                                       44
<PAGE>

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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 61 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.

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


                                   PROSPECTUS
                                       45
<PAGE>

     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 most other AARP Funds.  See "What are the risks?"  below.
     Growth  will come  primarily  from  possible  appreciation  in the value of
     shares.

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-US 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


                                   PROSPECTUS
                                       46
<PAGE>

     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" on page 54.

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 $22  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  capital 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
     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" on page 54.


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<PAGE>

How does the Fund seek to manage risk?

     While the Fund involves above-average equity risk, it is designed to lessen
     volatility of its share price relative to other  international stock funds.
     It  normally  does  this  by  diversifying  widely  among  relatively  high
     dividend-paying stocks issued in developed foreign markets.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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 61 for additional information on distributions and taxes.

Who at Scudder manages my investment?

     Lead  Portfolio  Manager  Sheridan  Reilly  joined  Scudder in 1995. He has
     worked in Scudder's Global Equity Group and has over 10 years of investment
     industry experience.  Portfolio Manager Irene Cheng joined Scudder in 1993.
     In addition to her 13 years of investment experience,  Ms. Cheng has worked
     on Scudder's institutional international equity accounts.

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.

What does the Fund offer to investors?

     AARP Small Company Stock Fund combines the long-term  capital  appreciation
     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. 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.  These  securities  may be out of
     favor or not closely followed by investors, yet, in the opinion of the Fund


                                   PROSPECTUS
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<PAGE>

     Manager,  may reward  investors with  substantial  returns over time.  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  capital  growth,  the Fund normally
     remains  substantially   invested  in  the  common  stocks  of  small  U.S.
     companies.  Using a quantitative  investment approach developed by the Fund
     Manager,  the Fund focuses on equity  securities  of companies  with market
     capitalizations  below $1 billion that, as a group,  have a dividend  yield
     higher than the average of those in the  Russell 2000 Index(R) and that the
     Fund Manager believes are undervalued relative to the stocks in the Russell
     2000 Index(R). The Russell 2000 Index(R) is a widely used  measure of small
     stock  performance.  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.  After the Fund's  start-up phase, it will not be unusual for it 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" on page 54.

     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


                                   PROSPECTUS
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<PAGE>

     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  capital  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" on
     page 54.

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
     value-oriented investment style that focuses on small capitalization issues
     which,  grouped  together,  normally  provide higher than average  dividend
     income.  Risk is further  managed by  diversifying  among a large number of
     stocks, and by using specialized portfolio management techniques.

What is the minimum initial investment?

     The minimum initial  investment is $2,000.  You may open an account with as
     little as $500, if you establish an Automatic  Investment Plan for at least
     $100/month.

     You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of
     only $250.

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 61
     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 ten  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:
AARP DIVERSIFIED INCOME PORTFOLIO
AARP DIVERSIFIED GROWTH PORTFOLIO

The  AARP  Managed  Investment   Portfolios  are  two  professionally   managed,
diversified  portfolios  of the AARP Managed  Investment  Portfolios  Trust (the


                                   PROSPECTUS
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<PAGE>

"Trust").  In pursuit of its investment  objective,  each Portfolio invests in a
select mix of the  conservatively  managed AARP mutual funds  ("underlying  AARP
mutual  funds").  Each  portfolio is designed to serve as a complete  investment
program or as a core part of a larger portfolio,  while keeping the value of its
shares more stable than a similar mix of stock and bond investments.

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 through a single investment.

     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 an investment time horizon of 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, AARP stock and AARP 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,  AARP
          bond and AARP money market mutual funds.

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

     o    Both portfolios are managed by investment professionals at Scudder.

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


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<PAGE>

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 cash
          equivalents.

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

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  AARP  money  market  funds,   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  represented by 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


                                   PROSPECTUS
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<PAGE>

          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" on
page 54.

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.

What is the minimum initial investment?

The minimum initial investment is $2,000. You may open an account with as little
as $500, if you establish an Automatic Investment Plan for at least $100/month.

You can open an AARP IRA or AARP  UGMA/UTMA  with an initial  investment of only
$250.

When are distributions paid?

Dividends on the Diversified  Income  Portfolio will be declared 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 61 for additional
information on distributions and taxes.

Who at Scudder manages my investment?

Lead  Portfolio  Manager  Philip S. Fortuna 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.
Portfolio  Manager  Salvatore  J. Bruno  joined  Scudder in 1991 and serves as a
quantitative  analyst in Scudder's  Quantitative  Services Group.  Mr. Bruno has
over 5 years of  investment  experience  and is  responsible  for the  strategic
decision  making and  periodic  reallocation  of the funds.  Shahram  Tajbakhsh,
Portfolio  Manager,  joined  Scudder  in 1996  and is also  responsible  for the


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<PAGE>

strategic  decision making and allocation of the funds. Mr. Tajbakhsh has over 5
years of industry  experience,  which  includes  work in  developing  analytical
investment tools.

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 fund which
is designed to provide stability of principal and income:

     AARP High Quality Money Fund                           see page 19

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 24
     AARP High Quality Bond Fund                            see page 26
     AARP Bond Fund for Income                              see page 28

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 33
     AARP Growth and Income Fund                            see page 36
     AARP U.S. Stock Index Fund                             see page 38
     AARP Global Growth Fund                                see page 40
     AARP Capital Growth Fund                               see page 43
     AARP International Stock Fund                          see page 45
     AARP Small Company Stock Fund                          see page 48

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
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


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<PAGE>

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 U.S.
Stock 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,  the AARP
Balanced  Stock and Bond Fund and the AARP Bond Fund for  Income  may  invest in
mortgage-backed securities issued by other issuers, such as the Federal National


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<PAGE>

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 Funds' 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.


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<PAGE>

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


                                   PROSPECTUS
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<PAGE>

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
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 Trust 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 U.S. Stock 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.


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<PAGE>

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.

Convertible Securities

Each Fund in the AARP Growth Trust,  AARP High Quality Bond Fund,  and AARP Bond
Fund for Income may invest in  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


                                   PROSPECTUS
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<PAGE>

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
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 U.S.  Stock  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 each 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.


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<PAGE>

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
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


                                   PROSPECTUS
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<PAGE>

          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.

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  Funds was organized in January 1983, and 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 October 1996.

General Management

The Trustees have overall  responsibility for the management of the 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.


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<PAGE>

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:

             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
U.S. Stock Index Fund and 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                        .28%
     AARP Insured Tax Free General Bond Fund          .19%
     AARP Balanced Stock and Bond Fund                .19%
     AARP Growth and Income Fund                      .19%
     AARP U.S. Stock Index Fund                         0%
     AARP Global Growth Fund                          .55%


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<PAGE>

     AARP Capital Growth Fund                         .32%
     AARP International Stock Fund                    .60%
     AARP Small Company Stock Fund                    .55%

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
 .39 of 1% of the average  daily net assets of the AARP High Quality  Money Fund,
 .46 of 1% of the AARP High  Quality Tax Free Money  Fund,  .41 of 1% of the AARP
GNMA and U.S.  Treasury  Fund, .62 of 1% of the AARP Capital Growth Fund, .48 of
1% of the AARP High  Quality  Bond Fund,  .49 of 1% of the AARP Insured Tax Free
General  Bond  Fund and  AARP  Growth  and  Income  Fund,  .48 of 1% of the AARP
Balanced Stock and Bond Fund and .29 of 1% of the AARP Global Growth Fund.

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.

   
The fee paid to the Subadviser is calculated on a quarterly basis and depends on
the level of total  assets  in the AARP  U.S.  Stock  Index  Fund.  The fee rate
decreases as the level of total assets for the Fund increases.  The fee rate for
each level of assets is:  .07% of the first  $100  million of average  daily net
assets, .03% of the next $100 million, and .01% of such assets in excess of $200
million,  with a  minimum  annual  fee of  $75,000.  For the  first 12 months of
management,  the  Subadviser has agreed to waive a portion of its fee. After the
first year, the full fee will be charged.
    

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,


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<PAGE>

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  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.

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, AARP Tax Free Funds
and AARP  Diversified  Income  Portfolio,  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


                                   PROSPECTUS
                                       65
<PAGE>

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
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.


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<PAGE>

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.  For AARP High Quality  Money
Fund and AARP  High  Quality  Tax  Free  Money  Fund,  Scudder  Fund  Accounting
Corporation also determines net asset value per share as of noon 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  initial  investment  for the AARP GNMA and U.S.  Treasury Fund, the
AARP Balanced Stock and Bond Fund, and the AARP Growth and Income Fund is $500.

All other AARP Mutual Funds have a minimum initial investment of $2,000:

AARP High Quality Money Fund                 AARP U.S. Stock Index Fund
AARP High Quality Bond Fund                  AARP Global Growth Fund
AARP Bond Fund for Income                    AARP Capital Growth Fund
AARP High Quality Tax Free Money Fund        AARP International Stock Fund
AARP Insured Tax Free General Bond Fund      AARP Small Company Stock Fund
AARP Diversified Income Portfolio            AARP Diversified Growth Portfolio


                                   PROSPECTUS
                                       67
<PAGE>

You may open an account in one of the mutual  funds  listed above with as little
as $500, if you establish an Automatic  Investment Plan for at least $100/month.
Please  call an AARP  Mutual  Fund  Representative  at  1-800-253-2277  for more
information.

You can open an AARP IRA in any of the  AARP  Mutual  Funds,  except  AARP  High
Quality Tax Free Money Fund and AARP Insured Tax Free  General Bond Fund,  or an
AARP  UGMA/UTMA  in any of the AARP Mutual Funds with an initial  investment  of
only $250 per fund account.

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
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 U.S.  bank,  the Program will normally  execute  checks
(and wire  transfers)  received in good order on the same business day that they
are received. 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.

When do I start earning income on this purchase?

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

For the AARP Money  Funds,  purchases  made by wire and  received  in good order
before noon on any business day are  executed at noon and begin  earning  income
the same day.

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.


                                   PROSPECTUS
                                       68
<PAGE>

- --------------------------------------------------------------------------------
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 name(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:


- --------------------------------------------------------------------------------
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 70.
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.


                                   PROSPECTUS
                                       69
<PAGE>

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 73.
- --------------------------------------------------------------------------------
Wire the purchase        Have your  account  number  ready and  follow  the wire
                         instructions on page 69.
- --------------------------------------------------------------------------------
Exchange from an         See Exchanging below.
AARP Fund
- --------------------------------------------------------------------------------
Invest                   See page 74 for information on the Automatic Investment
Automatically            Plan.
- --------------------------------------------------------------------------------

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
request                  money and the AARP 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
Easy-Access Line         toll-free  line. It is available 24 hours a day, 7 days
                         a week.  Simply call  toll-free and follow the recorded
                         voice instructions.                                    
- --------------------------------------------------------------------------------


                                   PROSPECTUS
                                       70
<PAGE>

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.

- --------------------------------------------------------------------------------
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 72).  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 73
                         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 75 for information on the Automatic Withdrawal
Automatically            Plan or Systematic  Retirement Withdrawal Plan for AARP
                         IRA or AARP Keogh Plan accounts.                       
- --------------------------------------------------------------------------------


                                   PROSPECTUS
                                       71
<PAGE>

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 and from AARP High Quality  Money Fund will earn a dividend on
the day of redemption.  However,  for AARP High Quality Money Fund and AARP High
Quality Tax Free Money Fund, for redemption  requests  received in good order by
noon, proceeds will normally be wired that day, if requested by the shareholder,
but no dividend will be earned on the redeemed shares on that day.

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.

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.

The AARP Mutual Funds and Scudder Investor Services, Inc. each reserve the right
to reject  purchases or exchanges for any reason,  including when such a pattern
occurs.  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;


                                   PROSPECTUS
                                       72
<PAGE>

     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 notaries public are not acceptable.

INVESTOR SERVICES

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

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
                                                               
     o    Redeem money to your registered address              24 HOURS A DAY
                                                                             
     o    Get current performance information                  7 DAYS A WEEK 
                                                               
     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
$100,000.  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.


                                   PROSPECTUS
                                       73
<PAGE>

- --------------------------------------------------------------------------------
Buying Shares            Call us before 4:00 p.m.  Eastern time,  business days,
through Transact         when you want to buy additional  shares, and money will
By Phone:                be  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,
through Transact         when you want to sell  shares.  We'll sell your  shares
By Phone:                and    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
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


                                   PROSPECTUS
                                       74
<PAGE>

          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.

SERVICE PROVIDERS OF THE AARP FUNDS

Legal Counsel

Dechert Price & Rhoads,
Washington, D.C.

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.


                                   PROSPECTUS
                                       75
<PAGE>

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.,  Two  International  Place,  Boston,  MA  is
investment adviser for the AARP Funds.

Subadviser

Bankers Trust Company,  One Bankers Trust Plaza, New York, NY, is Subadviser for
the AARP U.S. Stock Index Fund.

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.

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*,  Chairman 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.


                                   PROSPECTUS
                                       76
<PAGE>

CUYLER W. FINDLAY*,  Trustee,  Advisory Managing Director of 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*, President

*Scudder, Stevens & Clark, Inc.


                                   PROSPECTUS
                                       77
<PAGE>

                                     NOTES












<PAGE>

                                     NOTES










<PAGE>


                                     NOTES


<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 U.S. STOCK 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 OF CONTENTS
                                                                           Page

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

   
THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES.................................3
         AARP Money Fund......................................................3
         AARP Income Funds....................................................4
         AARP Tax Free Income Funds...........................................7
         AARP Growth Funds...................................................12
         AARP Managed Investment Portfolios..................................16
         Special Investment Policies of the AARP Funds.......................17
         General Investment Policies of the AARP Funds.......................31
         Investment Restrictions.............................................32
    

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

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

EXCHANGES....................................................................42

TRANSACT BY PHONE............................................................42
         Purchasing Shares by Transact by Phone..............................43
         Redeeming Shares by Transact by Phone...............................43

FEATURES AND SERVICES OFFERED BY THE FUNDS...................................43
         Automatic Dividend Reinvestment.....................................43
         Distributions Direct................................................43
         Reports to Shareholders.............................................43
         Consolidated Statements.............................................44

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

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

DIVIDENDS AND YIELD..........................................................47
         Performance Information: Computation of Yields and Total Return.....48
         Taking a Global Approach............................................54

                                       i
<PAGE>

                                                                           Page

TRUST ORGANIZATION...........................................................55

MANAGEMENT OF THE FUNDS......................................................56
         Personal Investments by Employees of Scudder........................61

TRUSTEES AND OFFICERS........................................................62

REMUNERATION.................................................................65

DISTRIBUTOR..................................................................66

TAXES....................................................................... 67

BROKERAGE AND PORTFOLIO TURNOVER.............................................71
         Brokerage Commissions...............................................71
         Portfolio Turnover..................................................73

NET ASSET VALUE..............................................................73
         AARP Money Funds....................................................73
         AARP Non-Money Market Funds.........................................74

ADDITIONAL INFORMATION.......................................................75
         Experts.............................................................75
         Shareholder Indemnification.........................................75
         Ratings of Corporate Bonds..........................................75
         Ratings of Commercial Paper.........................................76
         Ratings of Municipal Bonds..........................................76
         Other Information...................................................77
         Tax-Exempt Income vs. Taxable Income................................78

FINANCIAL STATEMENTS.........................................................79

                                       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 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"),  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.")

         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.
       

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    $2000  Minimum  Starting  Investment  for 12 of  the  Funds  ($500  Minimum
     Starting  Investment for AARP Balanced Stock and Bond Fund, AARP Growth and
     Income Fund and AARP GNMA and U.S.  Treasury Fund): 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.

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 U.S.  Stock  Index Fund are  expected  to pay

<PAGE>

     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.

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

                                       2
<PAGE>

                  THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES

AARP Money Fund

         (See  "AARP  High  Quality  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
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;


                                       3
<PAGE>

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 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 three 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


                                       4
<PAGE>

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).

         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.

         Under normal  circumstances the Fund will invest substantially all, and
no less than 65%, of its assets invested in U.S. government, corporate and other
fixed-income  securities.  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,  trust  preferred  securities,  mortgage-backed  and  other


                                       5
<PAGE>

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.  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.  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. (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.

                                       6
<PAGE>

         The Fund may invest in U.S. Treasury and Agency  securities,  corporate
bonds  and  notes,  trust  preferred   securities,   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.

AARP Tax Free Income Funds

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

         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
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.

                                       7
<PAGE>

         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
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.

                                       8
<PAGE>

         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.

         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,


                                       9
<PAGE>

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,
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.

                                       10
<PAGE>

         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
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.
    

                                       11
<PAGE>

AARP Growth Funds

         (See  "AARP  Balanced  Stock and Bond  Fund,"  "AARP  Growth and Income
Fund," "AARP U.S.  Stock 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.

         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


                                       12
<PAGE>

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),  trust preferred securities,  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 U.S. Stock 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  computer 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.  In managing  the Fund this way, the Fund
Manager expects  performance will be somewhat less volatile than that of the S&P
500 over time, and the total return will  generally  track the S&P 500 within 1%
on  an  annualized  basis.  A  tracking  error  of  0%  would  indicate  perfect
correlation to the Index.  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 Fund expects to come close to the capitalization  weights of the
S&P 500. Nonetheless,  to enhance the yield and liquidity characteristics of the
Fund and reduce  transaction  costs,  the Fund will not  exactly  replicate  the
portfolio  weights of the S&P 500 and will not hold all 500 stocks  within  that
Index. 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 may also
invest in Standard & Poor's Depositary Receipts ("SPDRs"). SPDRs typically trade
like a share of common  stock and  provide  investment  results  that  generally


                                       13
<PAGE>

   
correspond to the price and yield  performance of the component common stocks of
the S&P 500 Index. There can be no assurance that this can be accomplished as it
may not be  possible  for the  trust  to  replicate  and  maintain  exactly  the
composition and relative  weightings of the S&P 500 Index securities.  SPDRs are
subject to the risks of an  investment  in a broadly  based  portfolio of common
stocks,  including  the risk that the general level of stock prices may decline,
thereby adversely affecting the value of such investment. SPDRs are also subject
to risks  other than those  associated  with an  investment  in a broadly  based
portfolio of common stocks in that the  selection of the stocks  included in the
trust may affect  trading in SPDRs,  as compared with trading in a broadly based
portfolio of common stocks.  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.  Thus the Fund will not take  specific  steps to minimize  losses that
reflect a  decline  in the S&P 500.  In the  event  that the Fund does not track
within an annualized 1% total return of the S&P 500 for an extended period,  the
Fund Manager will consider alternative approaches.
    

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

         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.

                                       14
<PAGE>

         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.

         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  capital  growth,  the Fund
normally  remains  substantially  invested  in the  common  stocks of small U.S.
companies.  Using a  quantitative  investment  approach  developed  by the  Fund
Manager,  the Fund  focuses  on  equity  securities  of  companies  with  market
capitalization  below $1 billion that, as a group,  have a dividend yield higher
than the average of those in the Russell 2000 Index(R) and that the Fund Manager
believes are  undervalued  relative to the stocks in Russell 2000 Index(R).  The
Russell 2000 Index(R) is a widely used measure of small stock  performance.  The
Fund will sell securities of companies that have grown in market  capitalization
above this level as necessary to keep the Fund focused on small companies.

                                       15
<PAGE>

         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 Index(R).  After the Fund's  start-up  phase, it will not be
unusual  for it 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,
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:

     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 cash
         equivalents.

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

                                       16
<PAGE>

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.

         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


                                       17
<PAGE>

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.

         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.

   
         Trust  Preferred  Securities.  AARP Balanced Stock and Bond Fund,  AARP
High  Quality  Bond  Fund and AARP  Bond  Fund for  Income  may  invest in Trust
Preferred  Securities,  which are hybrid instruments issued by a special purpose
trust (the "Special  Trust"),  the entire equity interest of which is owned by a
single  issuer.  The  proceeds of the  issuance to the Funds of Trust  Preferred
Securities are typically used to purchase a junior subordinated  debenture,  and
distributions from the Special Trust are funded by the payments of principal and
interest on the subordinated debenture.
    

         If payments on the underlying  junior  subordinated  debentures held by
the Special Trust are deferred by the debenture issuer,  the debentures would be
treated as original  issue  discount  ("OID")  obligations  for the remainder of
their term.  As a result,  holders of Trust  Preferred  Securities,  such as the
Funds, would be required to accrue daily for Federal income tax purposes,  their
share  of the  stated  interest  and  the  de  minimis  OID  on  the  debentures


                                       18
<PAGE>

(regardless of whether the Funds receive any cash distributions from the Special
Trust),  and the value of Trust Preferred  Securities would likely be negatively
affected.  Interest  payments on the underlying junior  subordinated  debentures
typically  may only be deferred if  dividends  are  suspended on both common and
preferred stock of the issuer.  The underlying  junior  subordinated  debentures
generally rank slightly higher in terms of payment priority than both common and
preferred securities of the issuer, but rank below other subordinated debentures
and debt  securities.  Trust  Preferred  Securities  may be subject to mandatory
prepayment  under certain  circumstances.  The market values of Trust  Preferred
Securities  may be more volatile  than those of  conventional  debt  securities.
Trust  Preferred  Securities  may be issued in  reliance  on Rule 144A under the
Securities  Act of 1933,  as  amended,  and,  unless and until  registered,  are
restricted  securities;  there can be no assurance as to the  liquidity of Trust
Preferred  Securities and the ability of holders of Trust Preferred  Securities,
such as the Funds, to sell their holdings.

         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
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.

                                       19
<PAGE>

         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
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.

                                       20
<PAGE>

         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.

         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.
       

         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.

                                       21
<PAGE>

         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.

         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.

                                       22
<PAGE>

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.

         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


                                       23
<PAGE>

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.

         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 Funds, most likely
will  be  deemed  the  beneficial  holder  of  the  underlying  U.S.  Government
securities.  The Funds  understand 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 Funds intend 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 Funds are
"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


                                       24
<PAGE>

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
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


                                       25
<PAGE>

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 U.S. Stock 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
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.

                                       26
<PAGE>

         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 Fund Manager  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, 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.  The AARP U.S.  Stock Index Fund  invests its assets in futures
contracts in order to invest uncommitted cash balances, to maintain liquidity or
to minimize trading costs.
    

         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.

         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


                                       27
<PAGE>

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.

   
         AARP Income Trust and AARP Tax Free Income Trust have 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 with the exception
of the AARP U.S.  Stock Index Fund 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 AARP U.S.  Stock  Index Fund  invests its
assets in covered call options in order to invest uncommitted cash balances,  to
maintain  liquidity or to minimize  trading  costs.  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"),
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 with
the  exception  of the AARP U.S.  Stock Index Fund may  purchase  put options on
    


                                       28
<PAGE>

   
stock  indices.  The AARP U.S. Stock Index Fund invests its assets in options on
stock  indices  in  order to  invest  uncommitted  cash  balances,  to  maintain
liquidity or to minimize  trading costs.  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
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.

                                       29
<PAGE>

         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.  Each Fund in the AARP Growth Trust, AARP High
Quality  Bond Fund and AARP  Bond  Fund for  Income  may  invest in  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.

         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


                                       30
<PAGE>

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.

         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.

                                       31
<PAGE>

         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 U.S.  Stock  Index  Fund,  AARP
International Stock Fund, AARP Small Company Stock Fund, 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 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.
       

   
(B)      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;

                                       32
<PAGE>

          (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 Trusts,  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.

   
(C)      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.

   
(D)      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.

   
(E)      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.

                                       33
<PAGE>

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  U.S.  Stock  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;

         (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;

                                       34
<PAGE>

         (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.

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  (B)(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  (B)(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.

                                       35
<PAGE>

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.

   
         (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  (B)(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  (B)(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;

                                       36
<PAGE>

         (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

         (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.  For AARP High  Quality  Money Fund and AARP High Quality Tax Free


                                       37
<PAGE>

Money Fund, Scudder Fund Accounting  Corporation also determines net asset value
per share as of noon  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-certificated   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.
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  custodians  are 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.

                                       38
<PAGE>

         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
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


                                       39
<PAGE>

                  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.

         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 a Trust 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


                                       40
<PAGE>

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 and AARP  Managed  Investment  Portfolios  Trust
reserve 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, AARP U.S. Stock Index Fund,
AARP  Diversified  Income Portfolio and AARP Diversified  Growth  Portfolio,  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 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
AARP Balanced Stock and Bond Fund, AARP Growth and Income Fund and AARP GNMA and
U.S.  Treasury Fund,  the minimum  investment is $500. For all other AARP Mutual
Funds,  the minimum is $2,000.  An account may be opened in any AARP Mutual Fund
for $500 if an Automatic Investment Plan of $100 per month is established.  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 the minimums set forth above; 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.
    

                                       41
<PAGE>

                                    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 $2000 for  non-retirement  plan accounts ($500
for AARP Balanced  Stock & Bond Fund,  AARP Growth and Income Fund and AARP GNMA
and U.S.  Treasury Fund). For IRA, Keogh Plan and UGMA/UTMA  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.

         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


                                       42
<PAGE>

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.

                   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.

                                       43
<PAGE>

         Investors   receive  a  brochure  entitled  Your  Guide  to  Simplified
Investment  Decisions  when they order an  investment  kit for the 15 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 U.S. Stock 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
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.


                                       44
<PAGE>

         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.)

                             Value of IRA at Age 65
                 Assuming $2,000 Deductible Annual Contribution

    --------------- -------------- ------------------------- ---------------
        Starting
         Age of                      Annual Rate of Return
                    --------------------------------------------------------
     Contributions        5%                 10%                   15%
    --------------- -------------- ------------------------- ---------------
           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

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.

                                       45
<PAGE>

         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 $500.  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)
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.  Investors may also invest in any AARP mutual fund for
$500 a month if they establish a plan with a minimum automatic  investment of at
least $100 per month.  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


                                       46
<PAGE>

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.)

   
AARP Income Funds,  AARP Growth Funds,  AARP Tax Free General Bond Fund and AARP
Managed Investment Portfolios
    

         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 U.S. Stock 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. 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.

   
         The net income of 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.

AARP Money Funds

         The net  investment  income of the AARP Money Funds is determined as of
the close of regular trading on the Exchange,  usually 4 p.m.,  eastern time, on
each day the Exchange is open for trading.

         All the  investment  income  of the  AARP  Money  Funds  so  determined
normally  will be  declared  as a  dividend  to  shareholders  of  record  as of
determination  of the net asset value at twelve  o'clock noon after the purchase
and redemption of shares.  Shares purchased as of the determination of net asset
value made as of the close of the Exchange  will not  participate  in that day's
dividend; in such cases dividends commence on the next business day. Checks will
be mailed to shareholders  electing to take dividends in cash, and confirmations
will be mailed to shareholders electing to invest dividends in additional shares
for  the  month's  dividends  on the  fourth  business  day of the  next  month.
Dividends  will be invested at the net asset  value per share,  normally  $1.00,
determined as of 4 p.m. on the first business day of each month.

         Dividends are declared  daily on each day on which the Exchange is open
for business.  The dividends for a business day immediately  preceding a weekend
or  holiday  will  normally  include  an amount  equal to the net income for the
subsequent days on which dividends are not declared.  However, no daily dividend
will  include  any amount of net income in respect of a  subsequent  semi-annual
accounting period.
    

                                       47
<PAGE>

   
         Because the net  investment  income of the AARP Money Funds is declared
as a dividend each time the net income of the Fund is determined,  the net asset
value per share of the Fund (i.e.,  the fair value of the net assets of the Fund
divided by the number of shares of the Fund  outstanding)  will  remain at $1.00
per share  immediately after each such  determination and dividend  declaration,
unless (i) there are unusual or extended  fluctuations  in  short-term  interest
rates or other factors,  such as unfavorable changes in the  creditworthiness of
issuers affecting the value of securities in the Fund's  portfolio,  or (ii) net
investment income is a negative amount.

         Net  investment  income  (from  the time of the  immediately  preceding
determination  thereof)  consists  of (i) all  interest  income  accrued  on the
portfolio assets of the Fund less (ii) all actual and accrued expenses. Interest
income included in the daily  computation of net income is comprised of original
issue discount  earned on discount paper accrued ratably to the date of maturity
as well as accrued  interest.  Expenses of the AARP Money Funds,  including  the
management fee payable to the Adviser, are accrued each day.

         Normally  the AARP  Money  Funds will have a  positive  net  investment
income at the time of each determination  thereof.  Net investment income may be
negative if an unexpected  liability must be accrued or a loss realized.  If the
net  investment  income  of the AARP  Money  Funds  determined  at any time is a
negative  amount,  the net asset  value per share  will be reduced  below  $l.00
unless one or more of the  following  steps are  taken:  the  Trustees  have the
authority (l) to reduce the number of shares in each shareholder's  account, (2)
to offset each  shareholder's pro rata portion of negative net investment income
from the shareholder's accrued dividend account or from future dividends, or (3)
to combine  these  methods in order to seek to maintain  the net asset value per
share at $l.00. The AARP Money Funds may endeavor to restore the net asset value
per share to $l.00 by not  declaring  dividends  from net  investment  income on
subsequent days until restoration,  with the result that the net asset value per
share will increase to the extent of positive net investment income which is not
declared as a dividend.

         Distributions  of realized  capital gains, if any, are paid in November
or December of the AARP Money Funds'  taxable year although the Fund may make an
additional  distribution  within three  months of the Fund's  fiscal year end of
September 30. The AARP Money Funds expect to follow the practice of distributing
all net realized capital gains to shareholders and expect to distribute realized
capital  gains at least  annually.  However,  if any realized  capital gains are
retained by the AARP Money Funds for  reinvestment  and federal income taxes are
paid  thereon by the Fund,  the Fund will elect to treat such  capital  gains as
having been distributed to shareholders; as a result, shareholders would be able
to claim  their  share of the taxes  paid by the Fund on such  gains as a credit
against their individual federal income tax liability.

         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
the Funds 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.
    

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


                                       48
<PAGE>

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.

         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,  AARP
         Insured  Tax  Free  General  Bond  Fund  and  AARP  Managed  Investment
         Portfolios

         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                          4.62%                 3.74%                 5.19%
AARP High Quality Tax Free Money Fund                 2.80%                 2.35%                 3.76%
AARP GNMA and U.S. Treasury                           4.79%                 5.95%                 7.30%
AARP High Quality Bond                                4.59%                 6.86%                 7.69%
AARP Bond Fund for Income+                            n.a.                  n.a.                  n.a.
AARP Insured Tax Free General Bond                    5.88%                 6.99%                 7.48%
AARP Balanced Stock and Bond Fund                    13.08%                 n.a.                 10.69%
AARP Growth and Income                               20.20%                15.80%                13.74%


                                       49
<PAGE>

AARP U.S. Stock Index Fund+                           n.a.                  n.a.                  n.a.
AARP Global Growth Fund                               n.a.                  n.a.                  3.27%
AARP Capital Growth                                  15.97%                12.05%                13.10%
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>

(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 and for the period February 1, 1996  (commencement  of operations)
         to September 30, 1996 for the AARP Global Growth 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  U.S.  Stock  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.

         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                     13.08%                 n.a.                 31.04%
AARP Growth and Income                                20.20%               108.24%               262.51%
AARP U.S. Stock Index Fund+                            n.a.                  n.a.                  n.a.
AARP Global Growth Fund                                n.a.                  n.a.                  3.27%
AARP Capital Growth                                   15.97%                76.63%               242.55%
AARP International Stock Fund+                         n.a.                  n.a.                  n.a.
AARP Small Company Stock Fund+                         n.a.                  n.a.                  n.a.
AARP Diversified Growth Portfolio+                     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 and for
         the period February 1, 1996  (commencement  of operations) to September
         30, 1996 for the AARP Global Growth Fund.

   
+        AARP U.S. Stock Index Fund, AARP International  Stock Fund,  AARP Small
         Company Stock Fund and  AARP  Diversified  Growth  Portfolio  commenced
         operations on February 1, 1997.
    

                                       50
<PAGE>

   
c)       The AARP Income Funds, AARP Insured Tax Free General Bond Fund and AARP
         Diversified Income Portfolio
    

         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.

                                                    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
AARP Diversified Income Portfolio+                              n.a.

+ AARP Bond Fund for  Income and AARP  Diversified  Income  Portfolio  commenced
operations on February 1, 1997.
    

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.

                                                    Equivalent Taxable Yields
                                                 period ended September 30, 1996
                                                 -------------------------------

           Fund                     Tax Bracket:       28%                 31%
           ----                       
AARP High Quality Tax Free Money                      4.18%               4.36%
AARP Insured Tax Free General Bond                    6.56%               6.84%

                                       51
<PAGE>

(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.

         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.

                                       52
<PAGE>

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.

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.

                                       53
<PAGE>

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.

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


                                       54
<PAGE>

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 U.S. Stock 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  October  21,  1996.  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
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 the Trusts,  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.

                                       55
<PAGE>

   
         The Trustees of the Trusts 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 has  retained  Scudder,  Stevens & Clark,  Inc.,  a Delaware
corporation (the "Fund Manager"),  to perform management and investment advisory
services for the Funds. Each Trust,  except AARP Managed  Investment  Portfolios
Trust,  has retained  the Fund Manager  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 an Investment Management Agreement dated February 1, 1997.
    

         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.

         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 $13 billion.

         All AARP Funds pay a flat  individual Fund fee monthly based on the net
assets of that Fund,  except AARP  Diversified  Investment  Income Portfolio and
AARP Diversified Investment Growth Portfolio.

                                       56
<PAGE>

         The individual Fund fees are as follows:
                                                      
<TABLE>
<S>         <C>                
         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, 28/1200 of 1% (or approximately .28 of 1% on an annual basis);  
         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 U.S. Stock Index Fund,  0/1200 of 1% (0 of 1% on an annual basis);
         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,  60/1200 of 1% (or  approximately  .60 of 1% on an annual basis);
         AARP Small Company Stock Fund,  55/1200 of 1% (or  approximately .55 of 1% on an annual basis);  
         AARP Diversified  Income Portfolio,  n/a; 
         AARP Diversified Growth Portfolio, n/a.
</TABLE>
            
         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:

<TABLE>
<CAPTION>
                                                                    1994              1995             1996
                                                                    ----              ----             ----
          <S>                                                    <C>               <C>              <C>       
          AARP High Quality Money Fund                          $ 1,244,322       $ 1,492,545      $1,522,929
          AARP GNMA and U.S. Treasury Fund                       26,198,841        22,095,173      21,113,592
          AARP High Quality Bond Fund                             2,952,999         2,600,629      2,550,245
          AARP Bond Fund for Income**                              n.a.             n.a.              n.a.
          AARP High Quality Tax Free Money Fund                     568,107           493,693       453,559
          AARP Insured Tax Free General Bond Fund                 9,944,429         8,813,051      8,665,253
          AARP Balanced Stock and Bond Fund@                        365,435           960,412      1,560,129
          AARP Growth and Income Fund                             9,533,476        12,406,325      17,423,770
          AARP U.S. Stock Index Fund**                             n.a.             n.a.              n.a.
          AARP Global Growth Fund*                                 n.a.             n.a.            266,155
          AARP Capital Growth Fund                                4,184,437         3,988,023      4,626,894
          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.  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>
                                                                    1994              1995             1996
                                                                    ----              ----             ----
          <S>                                                       <C>               <C>              <C> 
          AARP High Quality Money Fund                              1.13%             .98%             .96%
          AARP GNMA and U.S. Treasury Fund                           .66              .67               .64
          AARP High Quality Bond Fund                                .95              .95               .91
          AARP Bond Fund for Income**                                n.a.              n.a.             n.a.
          AARP High Quality Tax Free Money Fund                      .90              .87               .85


                                       57
<PAGE>

          AARP Insured Tax Free General Bond Fund                    .68              .69               .66
          AARP Balanced Stock and Bond Fund@                        1.31+             1.01              .88
          AARP Growth and Income Fund                                .76              .72               .69
          AARP U.S. Stock Index Fund**                              n.a.              n.a.             n.a.
          AARP Global Growth Fund*                                  n.a.              n.a.             1.75+
          AARP Capital Growth Fund                                   .97              .95               .90
          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>

   
         For the fiscal year ended September 30, 1994, the  reimbursement by the
Fund Manager based on the expense  limitation  then in effect was $8,083 to AARP
High Quality Tax Free Money Fund. For the fiscal year ended  September 30, 1996,
the reimbursement by the Fund Manager based on the expense  limitation in effect
was $175,025 to AARP Global Growth Fund.
    

         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.)

         The Management Agreements for all Funds except AARP Global Growth Fund,
AARP Bond Fund for Income,  AARP U.S. Stock 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


                                       58
<PAGE>

   
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 U.S.  Stock Index
Fund, AARP  International  Stock Fund, and AARP Small Company Stock Fund and the
Investment  Management  Agreement for the AARP Diversified  Income Portfolio and
AARP  Diversified  Growth  Portfolio will remain in effect until August 31, 1998
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 U.S. Stock Index Fund, AARP International  Stock Fund and AARP
Small Company Stock Fund, dated February 1, 1997 was approved by the Trustees on
December  16,  1996 and by the initial  shareholder  of each Fund on January 30,
1997. 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.
    

         Pursuant to a Subadvisory  Agreement entered into between the AARP U.S.
Stock Index Fund and Bankers  Trust  Company on February 1, 1997,  Bankers Trust
Company (the  "Subadviser")  serves as Subadviser  to the AARP U.S.  Stock Index
Fund.  The fee paid to the  Subadviser is  calculated  on a quarterly  basis and
depends on the level of total assets in the AARP U.S.  Stock Index Fund. The fee
rate decreases as the level of total assets for the Fund increases. The fee rate
for each level of assets is: .07% of the first $100 million of average daily net
assets,  .03% of such assets in excess of $100 million,  and .01% of such assets
in excess of $200  million with a minimum  annual fee of $75,000.  For the first
twelve months of management, the Subadviser has agreed to waive a portion of its
fee. After the first year, the full fee will be charged.

         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 February 1,
1997.  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.

                                       59
<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 Pathway  Series,  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.

                                       60
<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.
    

         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.

                                       61
<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>       
   
Linda Coughlin##* (45)                Chairman of the       Managing Director of Scudder,      Director and Senior
                                      Board and Trustee     Stevens & Clark, Inc.              Vice President
    

Horace B. Deets+* (58)                Vice Chairman and     Executive Director, American      --
                                      Trustee               Association of Retired Persons

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)

                                       62
<PAGE>
                                                                                               Position with
                                                                                               Underwriter,
Name, Age                             Position              Principal                          Scudder Investor
and Address                           with Trusts           Occupation**                       Services, Inc.
- -----------                           -----------           ------------                       --------------

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               Senior Fellow and Economic        --
845 Third Ave.                                              Counselor
New York, NY

   
Cuyler Findlay#* (64)                 Trustee               Advisory Managing Director of     --
                                                            Scudder, Stevens & Clark, 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

                                       63
<PAGE>

                                                                                               Position with
                                                                                               Underwriter,
Name, Age                             Position              Principal                          Scudder Investor
and Address                           with Trusts           Occupation**                       Services, Inc.
- -----------                           -----------           ------------                       --------------

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.

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 &    Assistant 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.              and Clerk
    

                                       64
<PAGE>

                                                                                               Position with
                                                                                               Underwriter,
Name, Age                             Position              Principal                          Scudder Investor
and Address                           with Trusts           Occupation**                       Services, Inc.
- -----------                           -----------           ------------                       --------------

Howard Schneider## (39)               Vice President        Managing Director of Scudder,     --
                                                            Stevens & Clark, Inc.

Cornelia M. Small# (52)               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.

         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., Scudder Fund Accounting Corp., 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 from each Fund, 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                        $19,028           
          AARP GNMA and U.S. Treasury Fund                     29,609
          AARP High Quality Bond Fund                          29,612
          AARP High Quality Tax Free Money Fund                25,712
          AARP Insured Tax Free General Bond Fund              25,715
          AARP Balanced Stock and Bond Fund                    24,005
          AARP Growth and Income Fund                          24,002


                                       65
<PAGE>

          AARP Global Growth Fund                              15,157
          AARP Capital Growth Fund                             24,009
 
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                         All AARP Trusts+
                              AARP Cash           AARP          Tax Free          AARP            and Scudder
Name                      Investment Fund+   Income Trust@   Income Trust#   Growth Trust##      Fund Complex
- ----                      ----------------   -------------   -------------   --------------      ------------

<S>                             <C>             <C>             <C>              <C>                <C>    
Carole L. Anderson              $3,837          $7,974          $1,854           3,708              $17,380
                                                                                                   (9 funds)

Adelaide Attard                   $927          $7,274          $1,854         $15,668              $25,730
                                                                                                   (9 funds)

Robert N. Butler                  $752          $7,093          $1,504         $14,371              $23,727
                                                                                                   (9 funds)

Mary Johnston Evans             $1,162              $0          $2,324          $5,438              $21,174
                                                                                                   (8 funds)

   
Edgar R. Fiedler                $3,337          $6,974          $6,674          $2,508            $108,082**
                                                                                                  (20 funds)
    

Eugene P. Forrester               $802          $7,674          $7,974          $3,208              $19,665
                                                                                                   (9 funds)

William B. Macomber                 $0              $0          $1,673          $4,137              $5,810
                                                                                                   (6 funds)

George L. Maddox, Jr.             $802          $7,674          $7,974          $3,208              $19,665
                                                                                                   (9 funds)

Robert J. Myers                 $3,831          $7,658          $1,604         $15,510              $28,610
                                                                                                   (9 funds)

James H. Schulz                   $927          $1,854          $7,274         $15,938              $26,000
                                                                                                   (9 funds)

Gordon Shillinglaw              $3,731          $1,604          $7,458         $15,710             $119,918
                                                                                                  (19 funds)
</TABLE>

+     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 U.S.  Stock 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 Diversified  Income Portfolio and AARP Diversified  Growth Portfolio,
      series of AARP Managed Investment  Portfolios Trust,  commenced operations
      on February 1, 1997.

*     AARP Global Growth Fund  commenced  operations  on February 1, 1996.  AARP
      Bond Fund for Income, AARP U.S. Stock Index Fund, AARP International Stock
      Fund, and AARP Small Company Stock Fund  commenced  operations on February
      1, 1997.

   
**    Mr. Fiedler  received  $40,927  through a deferred  compensation  program.
      As of December 31, 1996,  Mr. Fiedler had a total of $420,490 accrued in a
      deferred  compensation  program  for serving on the  Board of Directors of
      Scudder Institutional Fund, Inc. and Scudder Fund, Inc.
    

                                   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  for all of the Trusts  except AARP Managed  Investment
Portfolios  Trust dated September 4, 1985 will remain in effect until August 31,
    


                                       66
<PAGE>

   
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.  The underwriting
agreement for AARP Managed Investment Portfolios Trust is dated February 1, 1997
and  will  remain  in  effect  until  August  31,  1998  and  from  year to year
thereafter.
    

         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
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.


                                       67
<PAGE>

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
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 on such shares.

         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.

                                       68
<PAGE>

         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 security and at least
one option or other  position with respect to the 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.

         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.

                                       69
<PAGE>

         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.

         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,


                                       70
<PAGE>

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.

         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


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<PAGE>

(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.

         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
$3,453,660  and the AARP  Capital  Growth  Fund paid  brokerage  commissions  of
$1,156,320, $2,636,662, and $1,011,500, 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 $201,070,  respectively.  For the fiscal period February
1, 1996  (commencement of operations)  until September 30, 1996, the AARP Global
Growth Fund paid  brokerage  commissions  of $209,773.  In the fiscal year ended
September 30, 1996,  $2,850,943 (83% of the total brokerage  commissions paid by
AARP Growth and Income  Fund) and  $885,271  (88%) 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  $731,645,828 for the AARP Capital Growth Fund, (77% of
all  brokerage   transactions)   and   $1,675,776,125   (72%  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,  $179,452  (89%)  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 $116,364,001 for AARP Balanced Stock
and Bond Fund, (31% of all brokerage transactions).  For the fiscal period ended
September 30, 1996,  $133,074 (63%) 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 amount of such  transactions  aggregated  $45,080,153 for AARP Global Growth
    


                                       72
<PAGE>

   
Fund (53% of all brokerage transactions).  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 83.44%; AARP High Quality
Bond Fund,  63.75%,  201.07%,  and  169.96%;  AARP Insured Tax Free General Bond
Fund, 38.39%,  17.45%, and 18.69%; AARP Growth and Income Fund, 31.82%,  31.26%,
and  25.02%;  AARP  Capital  Growth  Fund,  79.65%,   98.44%,  and  64.84%,  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 35.22%,  respectively.  The
portfolio  turnover rate for AARP Global Growth Fund for the period  February 1,
1996 (commencement of operations) to September 30, 1996 was 12.56%. Under normal
investment  conditions,  it is anticipated that the AARP Bond Fund for Income's,
the AARP U.S.  Stock Index Fund's,  the AARP  International  Stock Fund's or the
AARP Small Company Stock Fund's annual  portfolio  turnover rate will not 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 Funds are 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  AARP  High  Quality   Money  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.

         The  valuation  of AARP High  Quality Tax Free Money  Fund's  portfolio
securities is based upon their  amortized  cost which does not take into account
unrealized securities gains or losses. This method involves initially valuing an
instrument  at its cost and  thereafter  amortizing  to maturity any discount or
premium,  regardless of the impact of  fluctuating  interest rates on the market
value of the instrument.  While this method provides certainty in valuation,  it
may result in periods  during which value,  as determined by amortized  cost, is
higher or lower  than the price  AARP High  Quality  Tax Free  Money  Fund would
receive if it sold the instrument.  During periods of declining  interest rates,
the quoted  yield on shares of AARP High Quality Tax Free Money Fund may tend to
be higher  than a like  computation  made by a fund with  identical  investments
    


                                       73
<PAGE>

   
utilizing a method of valuation based upon market prices and estimates of market
prices for all of its portfolio instruments.  Thus, if the use of amortized cost
by AARP High Quality Tax Free Money Fund resulted in a lower aggregate portfolio
value on a particular  day, a prospective  investor in the Fund would be able to
obtain a somewhat  higher yield if he purchased  shares of the Fund on that day,
than would result from investment in a fund utilizing solely market values,  and
existing  investors  in the Fund  would  receive  less  investment  income.  The
converse would apply in a period of rising interest rates.  Other securities and
assets for which market  quotations are not readily available are valued in good
faith at fair value using  methods  determined  by the Trustees and applied on a
consistent basis. 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.  The  Trustees  review the  valuation  of AARP High Quality Tax Free Money
Fund's  securities  through  receipt of regular reports from the Adviser at each
regular Trustees' meeting.  Determinations of net asset value 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 Funds are 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 most recent 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
purchased  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.

         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


                                       74
<PAGE>

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
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.

                                       75
<PAGE>

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
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.

                                       76
<PAGE>

         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.

The CUSIP for AARP High Quality  Money Fund is  000036E-10-7  
The CUSIP for AARP GNMA & U.S.  Treasury Fund is 00036M-10-9.  
The CUSIP for AARP High Quality Bond Fund  is  00036M-20-8.  
The CUSIP  for  AARP  Bond  Fund  for  Income  Fund  is 00036M-30-7.  
The CUSIP for AARP Tax Free Money Fund is  00036Q-10-0.  
The CUSIP for AARP Insured Tax Free General Bond Fund is  00036Q-20-9.  
The CUSIP for AARP Balanced Stock & Bond is 00036J-30-4. 
The CUSIP for AARP Growth & Income Fund is 00036J-10-6.  
The CUSIP for AARP Capital Growth Fund is  00036J-20-5.  
The CUSIP for AARP Global Growth Fund is 00036J-40-3.  
The CUSIP for AARP U.S. Stock Index Fund is 00036J-50-2. 
The CUSIP for AARP International  Stock Fund is 00036J-60-1.
The CUSIP  for AARP  Small  Company  Stock is  00036J-70-0.  
The CUSIP for AARP Diversified  Income  Portfolio is  00036W-10-7.  
The CUSIP for AARP  DiversifiedGrowth Portfolio is 00036W-20-6.

         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,  $1,526,580;  AARP  GNMA and U.S.  Treasury  Fund,  $7,340,012;  AARP High
Quality Bond Fund, $1,586,232;  AARP High Quality Tax Free Money Fund, $304,924;
AARP  Insured  Tax Free  General  Bond Fund,  $1,925,762;  AARP  Balanced  Fund,
$724,796; AARP Growth and Income Fund, $3,850,612; and AARP Capital Growth Fund,
$1,176,990,  for the fiscal year ended September 30, 1996.  Shareholder  service
expenses charged by SSC for AARP Global Growth Fund were $178,759 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


                                       77
<PAGE>

$1 billion, plus holding and transaction charges for this service. AARP Balanced
Stock and Bond Fund,  AARP Growth and Income Fund,  AARP U.S.  Stock 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.
       

         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 of $13,000  incurred by AARP Bond Fund for Income in  conjunction
with its organization are amortized over the five year period beginning February
1, 1997.

         Costs of $16,000  incurred by AARP U.S. Stock Index Fund in conjunction
with its organization are amortized over the five year period beginning February
1, 1997.

         Costs  of  $13,000  incurred  by  AARP  International   Stock  Fund  in
conjunction  with its  organization  are  amortized  over the five  year  period
beginning February 1, 1997.

         Costs  of  $13,000  incurred  by  AARP  Small  Company  Stock  Fund  in
conjunction  with its  organization  are  amortized  over the five  year  period
beginning February 1, 1997.

         Costs of $23,000  incurred  by AARP  Diversified  Income  Portfolio  in
conjunction  with its  organization  are  amortized  over the five  year  period
beginning February 1, 1997.

         Costs of $23,000  incurred  by AARP  Diversified  Growth  Portfolio  in
conjunction  with its  organization  are  amortized  over the five  year  period
beginning February 1, 1997.
    

         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.

                                       78
<PAGE>

<TABLE>
<CAPTION>
          1996 Taxable Income                           To Equal Hypothetical Tax-Free Yields of 5%, 
          Brackets                                            7% and 9%, a Taxable Investment 
                                                                     Would Have To Earn**

                 Individual             Federal
                   Return              Tax Rates            5%                7%                9%
                   ------              ---------            --                --                --

          <S>                             <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%
</TABLE>

**   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.

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.


                                       79
<PAGE>


Annual
REPORT TO SHAREHOLDERS

SEPTEMBER 30, 1996

AARP Investment Program
from SCUDDER
<PAGE>

      TABLE OF CONTENTS


    Letter to Shareholders                                              2

    Special Section of the Annual Report                                7

    AARP Fund Reports                                                  11

    AARP High Quality Money Fund                                       12

    AARP High Quality Tax Free Money Fund                              13

    AARP GNMA and U.S. Treasury Fund                                   14

    AARP High Quality Bond Fund                                        16

    AARP Insured Tax Free General Bond Fund                            18

    AARP Balanced Stock and Bond Fund                                  20

    AARP Growth and Income Fund                                        22

    AARP Global Growth Fund                                            24

    AARP Capital Growth Fund                                           26

    AARP Funds' Investment Portfolios                                  28

    Financial Statements                                               74

    Financial Highlights                                               81

    Notes to Financial Statements                                      86

    Report of Independent Accountants                                  92

    Shareholder Meeting Results                                        93

    Officers and Trustees                                              95

    Service and Tax Information                                Back Cover
<PAGE>


LETTER TO SHAREHOLDERS

                                AARP Investment Program
                                           from Scudder

     

      Dear Shareholders,

               The period covered by this Annual Report -- October 1, 1995
      through September 30, 1996 -- was a volatile time for investors. While the
      stock market soared to new heights, there were significant dips along the
      way. At the same time, bond investments struggled for much of 1996, as
      long-term interest rates rose. The AARP Mutual Funds were shielded from
      some of this volatility because of the conservative investment strategies
      we use to reduce share price fluctuation. Beginning on page 12, you can
      find performance information on the AARP Mutual Funds. We think you will
      be pleased that despite some fluctuation, the AARP Mutual Funds provided
      generally healthy returns.

               During uncertain times such as that of the period covered by this
      Report, some of you may be wondering if you are invested properly --
      should you have less in stocks and more in bonds, more in stocks and less
      in bonds, or less invested in long-term investments and more in money
      market investments? If you are reassessing your portfolio, we encourage
      you to read the Special Section to the Report this year beginning on page
      7. It provides a basic guide to allocating your assets.

               First, though, we would like to spend a few paragraphs looking
      back on the past year in the financial markets and then review some
      matters specific to the AARP Investment Program.

      THE U.S. ECONOMY AND THE FINANCIAL MARKETS

               The volatility in the markets since the beginning of the year
      underscored the uncertainty about the direction of the U.S. economy.
      Though we have enjoyed a period of low inflation and low interest rates,
      intermittent signs of strengthening activity have raised fears of
      increasing inflation. At the same time, disappointing earnings
      announcements from time to time have caused the stock market to question
      the longevity of the economic expansion. Simultaneous fears of economic
      strengths and weaknesses have caused both markets to react dramatically.

                                       2
<PAGE>

      THE STOCK MARKET

               The stock market, as measured by the Dow Jones Industrial Average
      (the price-weighted average of 30 actively traded blue-chip stocks), has
      been on an upward trend for more than a year, reaching new highs. This
      strong stock market has not come easily, however. In fact, there have been
      a record number of days in 1996 when the Dow has been up or down 50 points
      from the previous day's close. If you look to the graph on page 4, you can
      see how much the Dow has fluctuated. What is compelling about this graph
      is that the Dow not only survived several setbacks, but sometimes recouped
      most of its losses within a day or two. Back in March, for example, in
      reaction to a strong employment report from the Federal Government
      announcing a 509,000 increase in employed individuals, investors began
      selling stocks at a furious pace fearing inflation. Consequently, the Dow
      dropped 171 points in one day -- the third largest point decline in the
      history of the Dow -- only to gain 110 points the next business day. From
      the beginning of the period covered by this Report on October 1, 1995 to
      its end on September 30, 1996, the Dow rose from 4761.26 to 5882.17,
      posting a 23.5% gain.

      THE BOND MARKET

               Bond investors have experienced a disappointing year as fears of
      inflation, fueled by strong economic growth, caused long-term interest
      rates to rise. As you can see in the graph on page 4, long-term interest
      rates, as measured by the 30-year Treasury bond, rose from 6.57% on
      September 30, 1995 to 6.92% on September 30, 1996. If you look closely,
      you will see that long-term rates were as low at 5.95% back in early
      January and as high as 7.25% in July.

               Unlike long-term rates, short-term interest rates are more
      directly driven by actions of the Federal Reserve Board (the Fed). The Fed
      lowered short-term interest rates back in January and, despite much
      speculation of impending changes, has not made any moves since. Short-term
      rates, in turn, have remained low over this period. Short-term rates (as
      measured by the three-month Treasury bill) were 5.40% on September 30,
      1995 and 5.01% on September 30, 1996.

      WHAT THIS MEANS FOR INVESTORS

               Stock investors should remember that while stock prices have
      historically trended upward, markets do not move up in a straight line.
      Volatility in the stock market, including periods when returns are
      negative, cannot be predicted but are normal and should be expected. For
      bonds, daily volatility remains high, but long-term interest rates have
      remained within a small band (6.75% - 7.25%) over the past several months.
      Yet, the direction of interest rates remains uncertain. It appears the Fed
      believes that the economy is cooling down, rather than heating up. After
      weeks of speculation that the Fed would take pre-emptive measures against
      inflation, its officials decided not to raise the federal funds rate --
      the rate which banks charge each other for overnight loans -- at their
      meeting on September 24, 1996.

                                       3
<PAGE>

LINE CHART TITLE:               Stock Market

CHART PERIOD:
         (PLOTTED WEEKLY FROM OCTOBER 1, 1995 TO SEPTEMBER 30, 1996)

CHART DATA:


                                 10/1/95           4789
                                                   4769
                                                   4794
                                                   4795
                                                   4755
                                                   4870
                                                   4990
                                                   5049
                                                   5074
                                                   5157
                                                   5177
                                                   5098
                                 12/31/95          5117
                                                   5181
                                                   5061
                                                   5185
                                                   5395
                                                   5542
                                                   5503
                                                   5630
                                                   5486
                                                   5470
                                                   5585
                                                   5637
                                 3/31/96           5587
                                                   5682
                                                   5532
                                                   5535
                                                   5567
                                                   5518
                                                   5687
                                                   5762
                                                   5643
                                                   5697
                                                   5649
                                                   5705
                                 6/30/96           5655
                                                   5588
                                                   5511
                                                   5427
                                                   5473
                                                   5681
                                                   5689
                                                   5723
                                                   5616
                                                   5660
                                                   5839
                                                   5888
                                 9/30/96           5873


CAPTION TO PRECEDING CHART:

The stock market, as measured by the unmanaged Dow Jones Industrial Average,
gained 23.5% over the last year.

LINE CHART TITLE:               Long-Term Interest Rates

CHART PERIOD:
         (PLOTTED WEEKLY FROM OCTOBER 1, 1995 TO SEPTEMBER 30, 1996)

CHART DATA:

                           10/1/95                6.57 %
                                                  6.42
                                                  6.3
                                                  6.35
                                                  6.33
                                                  6.32
                                                  6.23
                                                  6.25
                                                  6.13
                                                  6.05
                                                  6.09
                                                  6.05
                           12/31/95               5.95
                                                  6.04
                                                  6.16
                                                  5.97
                                                  6.03
                                                  6.1
                                                  6.22
                                                  6.41
                                                  6.47
                                                  6.69
                                                  6.74
                                                  6.64
                            3/31/96               6.67
                                                  6.66
                                                  6.81
                                                  6.79
                                                  6.78
                                                  6.92
                                                  6.83
                                                  6.83
                                                  6.99 
                                                  7.04
                                                  7.09
                                                  7.10
                            6/30/96               6.9
                                                  7.18
                                                  7.02
                                                  6.96
                                                  7.01
                                                  6.7
                                                  6.76
                                                  6.92
                                                  7.12
                                                  7.11
                                                  6.95
                                                  7.04
                            9/30/96                6.9


CAPTION TO PRECEDING CHART:

Long-term interest rates, as measured by the 30-year U.S. Treasury Bond, were
6.57% on October 1, 1995 and 6.92% at the end of September 1996.

               Moving forward, we continue to believe there is long-term
      opportunity in the stock and bond markets. New technology and global
      competition are two reasons inflation should stay low. Technology also
      provides exciting new products and new companies that generate equity
      investment opportunities. All of this is good news for the financial
      markets -- and for investors who are willing to stay committed for the
      long-term.

      A REMINDER FOR INVESTORS

      CALLOUT: If you can accept that both the bond and stock  markets  will
               have  volatility,  the inevitable  declines in the markets should
               not be cause for alarm.

               While you may be tempted to get distracted by the day-to-day
      changes in the financial markets, history tells us that long-term
      investors are best served by putting the inevitable downturns of the
      markets into proper perspective. If you can accept that both the bond and
      stock markets will have volatility, inevitable downturns in the markets
      should not be cause for alarm. In fact, these down periods often provide
      buying opportunities for investors. It is also important to diversify your
      assets in a mix of different investments such as stocks, bonds, and money
      market investments. This sensible strategy often helps provide a degree of
      protection from market volatility. Please refer to the Special Section for
      more information on diversification.

      THE AARP INVESTMENT PROGRAM FROM SCUDDER

               The AARP Mutual Funds are distinct from many other mutual funds
      that may seek higher returns, but do not focus on reducing share price
      fluctuation. The AARP Mutual Funds seek to moderate the share price
      volatility of your investment, while at the same time provide the
      opportunity for competitive returns -- as they have over the period
      covered by this Report. It is this commitment to conservative investing
      that has continued to appeal to AARP members. As of September 30, 1996,
      there were more than 650,000 investors participating in the Program and


                                       4
<PAGE>

      nearly $13 billion in assets under management. Of course, while the AARP
      Mutual Funds are conservatively managed, it is important that you 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 AARP Investment Program prides itself on the introduction of
      new services and features that will help meet shareholders' changing
      needs. We are pleased to note the following developments:

               o   INTRODUCTION OF THE AARP GLOBAL GROWTH FUND

               We were pleased to offer our newest AARP Mutual Fund to
      shareholders on February 1, 1996 -- the AARP Global Growth Fund. You can
      read about this Fund in the current Prospectus and can find information
      about it on page 24 of this Report.

               o   EASY-ACCESS LINE ENHANCEMENT

               Since its initial introduction in 1990, we have continued to
      improve the Easy-Access Line -- the toll-free automated service line -- as
      the needs of our shareholders have changed. In response to the request of
      shareholders, the latest enhancement allows you to get price, yield, and
      total return information more easily. When you call our toll-free number
      at 1-800-631-4636, you now have a choice. You can press the star (*) key
      on your touch-tone phone to receive only prices, yields, total returns, or
      AARP Fund descriptions (no sign-on required), or enter your Social
      Security number and PIN to receive information on your specific account or
      to make transactions.

               o   STATEMENT ENHANCEMENTS

               o Investment Flow Summary. The Investment Flow Summary section 
               was added to your consolidated statement in March to make it 
               easier to see how the AARP Mutual Funds are performing for you. 
               It summarizes the flow of your transactions and market activity 
               for each of the AARP Mutual Funds in your portfolio. The section 
               adds up all additions to your accounts (new share purchases), 
               your withdrawals (shares sold), and indicates how market value 
               changes have impacted your account.

               o Average Cost Information. In January, average cost information
               was added to your statement. As you know, the IRS requires you to
               report any gains from the sale or exchange of non-money market
               mutual fund shares. To determine your gain (or loss), first you
               need to know how much you paid for the shares you sold. To help
               you better manage your AARP Mutual Funds investment, we now
               provide you with an estimate of what you paid to obtain the
               shares. This estimate now appears on each of your monthly
               statements. Please refer to the January 1996 issue of Financial
               Focus for more information and consult a tax advisor.


                                       5
<PAGE>




      NEW FUNDS CENTER IN NEW YORK

               The newest Scudder Funds Center was opened in New York City in
      March. When you visit us on the northwest corner of 51st Street and
      Lexington Avenue, you can obtain information on the AARP Mutual Funds or
      speak face-to-face with one of our AARP Mutual Fund Representatives. If
      you need help in allocating your assets, have questions about planning for
      retirement, or want to learn more about the AARP Mutual Funds, stop in and
      see us. For directions or for information on other Funds Centers, please
      call us at 1-800-253-2277.

               We hope you find all the information in this Report helpful. If
      you have any questions or require assistance, please call us toll-free at
      1-800-253-2277. One of our knowledgeable AARP Mutual Fund Representatives
      will be happy to assist you between the hours of 8:00 A.M. to 8:00 P.M.
      Monday through Friday, eastern time.



      Sincerely,

      /s/Cuyler W. Findlay       /s/Linda C. Coughlin

      Cuyler W. Findlay          Linda C. Coughlin
      Chairman                   President


                                       6
<PAGE>
 
      ASSET ALLOCATION

      TAILORING YOUR INVESTMENTS TO HELP REACH YOUR GOALS

      As an investor, we encourage you to examine your asset mix annually to
ensure that the investments you have chosen still meet your needs. To assist
you, we have devoted this Special Section of the Annual Report to asset
allocation. We define asset allocation and offer some guidelines that can help
you choose the right mix of investments to meet your financial goals.

UNDERSTANDING ASSET ALLOCATION

CALL OUT: Because both the financial markets and your objectives change over
          time, an annual reassessment of your current investment mix is 
          generally a sensible exercise.

      Asset allocation is simply a plan that divides money among stocks, bonds,
and cash investments. Done properly, asset allocation offers the potential of
meeting investment objectives, and reducing risk to a portfolio through
diversification. This is because different kinds of investments do not always
react the same way to shifts in the economy or financial climate. By
diversifying, an investor is not relying on a single type of investment and may
be more able to ride out the ups and downs that are part of investing.

      Generally speaking, just as it is wise to spread investments across a
variety of securities, it may also make sense to spread a portion of them across
a number of countries. Since the U.S. and foreign markets do not always move in
step with each other, a portfolio that includes global investments offers the
opportunity for the poor performance of one market to be offset by another
market that did better than expected.

      Generally, you can allocate your investable assets among three major
investment categories:

      MONEY MARKET INVESTMENTS, such as insured CDs, savings accounts, or money
      market funds, which offer stability of principal and modest income;

      INCOME-ORIENTED INVESTMENTS, such as bonds or bond mutual funds, which
      offer higher regular income; 

      GROWTH-ORIENTED INVESTMENTS, such as stocks or stock mutual funds, which 
      generally tend to offer long-term growth of your money.

FACTORS THAT AFFECT YOUR ASSET ALLOCATION

      Before planning an asset allocation or reexamining an allocation already
in place, it is important to keep the following points in mind:

      o  Your Financial Situation

      Many of you need your investments to provide income to help meet current
living expenses like rent, food, or health care. In this case, you may have no
choice but to focus on investments such as money markets or bond investments,
which produce a steady stream of income. On the other hand, you may have other


                                       7
<PAGE>

sources of income that provide sufficient income to meet day-to-day expenses. In
this case, you may choose to diversify your portfolio among stocks, bonds, and
cash equivalents.

      o  Your Objectives

CALL OUT: It is important to consider your financial situation, your investment
          objectives, your time horizon, and your tolerance for risk when 
          allocating your assets.

      Most investors share the same basic investment objectives -- safety of
principal, income, and growth of capital -- or some combination of the three.
Investors differ as to how to pursue these objectives, which ones to emphasize
at various times, and to what degree. Are you retired and looking to earn
income? Are you looking to create a nest egg to provide a college education for
your child or grandchild? Or, are you investing to enjoy a secure, comfortable
retirement at some undetermined time in your future? Your investment objective
will help determine the mix of investments that could be right for you.

      o  Your Investment Time Horizon

      It is also important to determine a realistic time horizon over which your
money can work for you. Investors may confuse their investment time horizon with
their expected life span or with the number of years they have until retirement.
However, it is important to have a broad view of your investment time horizon.
For example, if you are eighty years old and investing for the college education
of your newborn grandchild, your investment time horizon is at least fifteen
years. If you're fifty and saving for retirement, your investment time horizon
could be your lifespan.

      o  Your Risk Tolerance

      To determine your tolerance for risk, you must first understand what risk
means. Broadly defined, risk is the chance of loss. However, financial risk is
multifaceted. Investments can have currency, interest rate, inflation, credit,
liquidity and prepayment risk, to name a few. Complicating the analysis of risk
even further is that each investor has his or her own tolerance and attitude
toward risk. An investment considered "high risk" by one investor may be
considered "low risk" by another. Determining your particular tolerance for risk
is important. If you do not honestly assess how much risk you are willing to
accept, you may not be able to stick to a disciplined investment plan when
market conditions inevitably change.

CHOOSING THE APPROPRIATE ASSET ALLOCATION THAT'S BEST FOR YOU

      Once you review the factors described above, you need to choose the right
mix of investments for your situation. To help illustrate, we have provided a
matrix of allocations on the following page that may assist you in deciding what
type of mix would work best for you. Of course, every investor's situation is
unique and will change. Keep in mind that these models are hypothetical and are
not intended as recommendations.


                                       8
<PAGE>

- --------------------------------------------------------------------------------
      CONSERVATIVE INVESTOR

PIE CHART INSERTED HERE:

          60%        U.S. Bonds
           5%        Non-U.S. Stocks
          25%        U.S. Stocks
          10%        Money Market Instruments

   If you are an income-oriented investor who is uncomfortable with too much
   risk and have an investment time horizon of at least three years, the
   conservative model may be of interest to you. As you can see, a majority of
   the portfolio is invested in bonds for income. Approximately one third of the
   portfolio is invested in stocks for growth -- 5% in non-U.S. stocks for
   further diversification. The remainder of the portfolio is invested in money
   market instruments for liquidity. (If your investment time horizon is less
   than three years and you are looking for stability of principal and easy
   access to your assets, chances are you can't afford to expose your money to
   short-term risk. Therefore, you may decide to change this allocation to at
   least 50% money market investments, with the remainder of the portfolio in
   bonds.)

- --------------------------------------------------------------------------------
      MODERATE INVESTOR

PIE CHART INSERTED HERE:

          35%        U.S. Bonds
          10%        Non-U.S. Stocks
          45%        U.S. Stocks
          10%        Money Market Instruments

   If you are looking for a combination of income and growth and have an
   investment time horizon of at least three to five years, you may want to use
   the moderate model as an example. Unlike the conservative model, a majority
   of this portfolio would be allocated to stock for growth -- 10% of which
   could be in non-U.S. stocks for further diversification. A little more than a
   third of the portfolio could be invested in bonds for income. The remainder
   of the portfolio could be invested in money market instruments for liquidity.

- --------------------------------------------------------------------------------
      AGGRESSIVE INVESTOR

PIE CHART INSERTED HERE:

          20%        U.S. Bonds
          15%        Non-U.S. Stocks
          60%        U.S. Stocks
           5%        Money Market Instruments

   If you are looking for long-term growth of capital, understand the risks that
   accompany high growth investments, and have an investment time horizon of
   5-10 years or more, the aggressive model may be of interest to you. As you
   can see, 75% of the portfolio is invested in stocks because stocks have
   provided the highest returns over the long term* -- 15% in non-U.S. stocks.
   Approximately 20% of the portfolio could be invested in bonds. Only a small
   portion of the portfolio is in money market investments. 

   *Past performance is not a guarantee of future results.

                                       9
<PAGE>


CHANGING YOUR ASSET ALLOCATION -- REBALANCING YOUR PORTFOLIO

CALL OUT:  Through regular monitoring of your portfolio's asset allocation, 
           you can ensure that your portfolio is in line with your investment 
           objectives.

      We suggest that you review your asset allocation at least once a year to
see if your assets are invested in a way that continues to help satisfy your
objectives. If they are not, you may want to consider shifting your allocations
to meet your changing needs. Rebalancing your portfolio is a discipline that you
may want to incorporate into your long-term investment program. Rebalancing
simply means bringing your asset allocation back to its original target. For
example, suppose you allocated 60% of your portfolio to bonds, 30% to stocks and
10% to money markets. After a year of rising stock prices, the stocks now
represent 40% of your portfolio (without adding any new money). You may want to
readjust your portfolio by transferring a portion of your stock holdings to
bonds or by directing any dividends from stocks to add to your bond investments.

      It is important to rebalance your portfolio to maintain a steady
allocation between stocks, bonds, and your money market investments. Your asset
allocation is determined by the risk you are willing to accept and the potential
rewards. If, for example, your stock portion were to rise above the original
level, your risk exposure increases. If the stock portion falls below its
target, your future earnings may be lower. Through regular monitoring of your
asset allocation, you can ensure that your portfolio is kept in line with your
investment objectives.


                                       10
<PAGE>



      AARP FUND REPORTS


   The following pages contain a summary of each Fund in the AARP Investment
   Program from Scudder. Each AARP Mutual Fund report contains the one-year
   total return, five-year total return, and ten-year total return (or, in the
   case of AARP Global Growth Fund, Life of Fund total return if the Fund is
   less than 10 years old). Because a one-year total return could be high or low
   depending on market conditions over a 12-month period, it is useful to have
   the perspective of the five-year and ten-year total return figures. Within
   some of the Fund descriptions, one-year total return is broken down into two
   components: distribution of income and capital change. Distribution of income
   is defined to include reinvested dividends. Capital change is defined as the
   change in the price per share including any reinvested capital gains
   distributions.

   You will also note that all of the AARP Funds, except the AARP Money Funds,
   have been compared to market indices. We are providing these comparisons to
   comply with the Securities and Exchange Commission's (SEC) disclosure
   requirements. Under these requirements, all mutual funds (except money funds)
   are required to compare their performance over the past ten years (or Life of
   Fund) to that of a broad-based securities market index. It is important to
   note, however, that these indices may have limited relevance to the
   performance of mutual funds. They do not reflect the deduction of any
   servicing, investment management, or administration expenses.

   Also, the AARP Mutual Funds are unique in the emphasis on seeking to reduce
   share price fluctuation. This, in turn, can have significant impact on
   performance. Therefore, when comparing an AARP Mutual Fund's performance with
   that of a major market index, remember that any comparison may be of limited
   value.

                                       11
<PAGE>

      AARP HIGH QUALITY MONEY FUND


FUND OVERVIEW

This Fund is designed to preserve your principal while you earn money market
returns. The AARP High Quality Money Fund has quality standards high enough to
have secured a AAAm rating from Standard & Poor's*, a leading national
independent rating firm. The Fund seeks to maintain a $1.00 share price,
although there may be circumstances under which this goal cannot be achieved. It
is important to note that unlike bank savings accounts, the Fund is not insured
or guaranteed by the U.S. Government and the yield of the Fund will fluctuate.

FOR WHOM THE
FUND IS DESIGNED

This Fund may be appropriate for investors who have short-term needs or who do
not want the risks associated with investing in stocks or bonds. These investors
include those seeking money market income to help meet regular day-to-day needs,
those who need immediate access to their assets through free checkwriting, those
who want to diversify their assets with an investment designed to provide a
degree of safety and stability, and those seeking a short-term investment prior
to making longer-term investment choices.

PORTFOLIO
MANAGEMENT TEAM

Stephen L. Akers
  Lead Portfolio Manager
K. Sue Cote
Debra A. Hanson
Robert T. Neff
  Portfolio Managers



 *The rating for the Fund is historical and is based on an analysis of the
portfolio's credit quality, market price exposure, and management.


HOW THE FUND HAS PERFORMED

      As with all money funds, the performance of the AARP High Quality Money
Fund mirrored what happened to short-term interest rates during the period
covered by this Report. Short-term interest rates, as measured by the
three-month U.S. Treasury Bill, declined from 5.40% on September 30, 1995 to
5.01% at the end of September 1996. This trend caused a gradual decline in the
Fund's 7-day net annualized yield from 4.97% on September 30, 1995 to 4.67% as
of September 30, 1996. The Fund's one-year total return as of September 30, 1996
was 4.62%, which was made up entirely of income. The five-year cumulative total
return was 20.13%; the five-year average annualized total return was 3.74%; the
10-year cumulative total return was 65.93%; and the 10-year average annualized
total return was 5.19%. Of course past performance is not a guarantee of future
results, and yield will fluctuate.

THE FUND'S INVESTMENT STRATEGY

      As of September 30, 1996, the average maturity of the Fund was 46 days,
which is shorter than the average maturity of 55 days at the beginning of
October 1995. We allowed the average maturity of the Fund to decline by
investing in securities with maturities of one month or less. We took this step
due to the uncertain outlook for the economy and interest rates. By maintaining
a more neutral average maturity we were better positioned to take advantage of
the direction of interest rates, whether they rose or declined.

      We are cautious in predicting the direction of short-term interest rates,
and therefore will not likely make significant changes in the portfolio during
the coming months. We believe this is the best way to offer shareholders both
competitive yields and stability. 


                                       12
<PAGE>
      AARP HIGH QUALITY TAX FREE MONEY FUND


FUND OVERVIEW

The AARP High Quality Tax Free Money Fund is designed to offer you stability of
principal, along with income free from federal taxes.^1 The quality of the Fund
is high enough to have secured a AAAm rating from Standard & Poor's (S&P).^2 The
AARP High Quality Tax Free Money Fund is designed to maintain a $1.00 share
price, although there may be circumstances under which this goal cannot be
achieved. It is important to note that the Fund is not insured or guaranteed by
the U.S. Government, and yield will fluctuate.

FOR WHOM THE
FUND IS DESIGNED

This Fund may be appropriate for investors seeking tax-free income or who do not
want the risks associated with stocks or bonds. These investors include those
seeking money market income to meet regular day-to-day expenses, those needing
immediate access to their assets through free checkwriting, those creating a
diversified portfolio who want a portion of their assets in a conservative
investment designed to offer stability, and those seeking a short-term
investment prior to making longer-term investment choices.

PORTFOLIO
MANAGEMENT TEAM


K. Sue Cote
  Lead Portfolio Manager
Donald C. Carleton
  Portfolio Manager

^1 It is the policy of the Fund not to invest in taxable issues. However, the
Fund's income may be subject to state and local taxes. Capital gains may be
subject to taxes as well.

^2 The rating for the Fund is historical and is based on an analysis of the 
portfolio's credit quality, market price exposure, and management.



HOW THE FUND HAS PERFORMED

      Over the past year, the yield on the AARP High Quality Tax Free Money Fund
declined as short-term interest rates declined. The Fund's 7-day net annualized
yield declined from 3.37% on September 30, 1995 to 3.01% on September 30, 1996.
This is a taxable equivalent yield of 4.98% for shareholders in the 39.6% tax
bracket. The Fund's one-year total return was 2.80%, which was made up entirely
of income. The five-year cumulative total return was 12.31%; the five-year
average annualized total return was 2.35%, the ten-year cumulative total return
was 44.62%; and the ten-year average annualized total return was 3.76%.

      Please note that the ten-year figures include the performance of the AARP
Insured Tax Free Short Term Fund, which changed its name and objective to the
AARP High Quality Tax Free Money Fund on August 1, 1991. Of course, past
performance is not a guarantee of future results, and yield will fluctuate.

THE FUND'S INVESTMENT STRATEGY

      Due to the uncertain outlook for the economy and interest rates, we
shortened the average maturity of the Fund from 55 days on September 30, 1995,
to 49 days as of September 30, 1996. We decreased our holdings of securities
with maturities of six to 12 months and increased our investment in securities
with maturities of less than six months. By maintaining a more neutral average
maturity we were better positioned to take advantage of the direction of
interest rates, whether they rose or declined.

      As always, all securities we bought were rated within the two highest
quality ratings of at least one of the three leading national independent rating
firms: Fitch Investors Service Inc., Moody's Investors Service Inc., or Standard
& Poor's. For those funds rated by S&P, there are particular guidelines with
which any tax-free money fund must comply in order to maintain its AAAm rating.
In addition, within the universe of securities that fit the S&P criteria,
Scudder credit analysts approve only a small percentage of that universe.
Therefore, the number of securities that we have to choose from is much smaller
and in most cases of better quality than other tax-free money funds.

      We expect the short-term volatility of interest rates to continue over the
near term and therefore will not be extending the average maturity of the Fund.
We believe this strategy should continue to offer shareholders competitive
tax-free income and stability.

                                       13
<PAGE>

      AARP GNMA AND U.S. TREASURY FUND

FUND OVERVIEW

The AARP GNMA and U.S. Treasury Fund seeks to produce monthly income from a
conservatively managed high-quality portfolio. Although your principal is not
guaranteed as it is with an insured fixed-rate Certificate of Deposit (CD) or
savings account, the Fund is managed to help reduce share price fluctuation.
While the securities in the Fund are guaranteed as to the timely payment of
principal and interest, the guarantee is not related to the Fund's yield or
share price, both of which will fluctuate daily.

                                  Total Return

                                   CUMULATIVE

                                      FUND     INDEX^+
                                      ----     -------
                            1 yr.     4.79%     5.88%
                            5 yr.    33.51%    41.70%
                           10 yr.   102.33%   136.10%

                                 AVERAGE ANNUAL

                                      FUND    INDEX^+
                                      ----    -------
                            1 yr.     4.79%    5.88%
                            5 yr.     5.95%    7.21%
                           10 yr.     7.30%    8.96%


HOW THE FUND HAS PERFORMED

      As stated in the Letter to Shareholders, 1996 has been a disappointing
time for bond investors. Shareholders in the AARP GNMA and U.S. Treasury Fund
were shielded from some of this volatility because of the Fund's unique strategy
to keep 20% to 50% of its assets in short-term securities. It is this strategy,
however, that often causes the Fund to lag the unmanaged Lehman Brothers
Mortgage GNMA Index. When you look to the chart below, you will see that the
AARP GNMA and U.S. Treasury Fund's one-year total return of 4.79% (representing
6.63% in distributions of income and -1.84% in capital change) underperformed
the Index total return of 5.88%. Please note that the Index return does not
reflect investment in cash or the deduction of any servicing, investment
management, or administrative expenses as a mutual fund does.

      While 12-month returns for the Fund will vary from year to year, by
maintaining a long-term focus and staying invested through good and bad times,
your investment has the opportunity to provide high monthly income and overcome
down periods in the market. As the graph to right shows, if you invested $10,000
in the Fund on September 30, 1986, your investment would have grown to $20,233,
assuming all distributions were reinvested. If you took your distributions in
cash, the value of your investment would have been $9,325, and you would have
received $7,442 in distributions.

LINE CHART TITLE:   GROWTH OF A $10,000 INVESTMENT

CHART PERIOD:     Yearly Periods ended September 30

CHART DATA:


                         AARP GNMA and U.S.                Lehman Brothers
                           Treasury Fund                Mortgage GNMA Index^+
                           -------------                ---------------------

       1986                  $ 10000                          $ 10000
       1987                    10154                            10194
       1988                    11277                            11728
       1989                    12199                            13055
       1990                    13280                            14288
       1991                    15155                            16662
       1992                    16851                            18556
       1993                    17843                            19789
       1994                    17503                            19548
       1995                    19308                            22299
       1996                    20233                            23610


BAR CHART TITLE:      ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Yearly Periods ended September 30
                           (Total Return%)

CHART DATA:

                         AARP GNMA and U.S.                Lehman Brothers
                           Treasury Fund                Mortgage GNMA Index^+
                           -------------                ---------------------

       1992                    11.19 %                          11.43 %
       1993                     5.89 %                           6.59 %
       1994                    -1.90 %                          -1.22 %
       1995                    10.31 %                          14.07 %
       1996                     4.79 %                           5.88 %
                                                                      

- --------------------------------------------------------------------------------
^+ The unmanaged Lehman Brothers Mortgage GNMA Index is a market value weighted
   measure of all fixed-rate securities backed by mortgage pools of the GNMA.
   Index returns are calculated monthly and assume reinvestment of dividends.
   Unlike Fund returns, Index returns do not reflect any fees or expenses.

   All performance is historical and assumes reinvestment of all dividends and
   capital gains and is not indicative of future results. Investment return and
   principal value will fluctuate so an investor's shares, when redeemed, may be
   worth more or less than when purchased.

                                       14
<PAGE>

The Fund's Investment Strategy

      In an environment of rising long-term interest rates, such as that of most
of 1996, we favored GNMA securities with coupons of 7.5% or lower. We found
these mortgages attractive because the prepayment risk associated with such
securities is low. Moreover, the income from these mortgages is still above the
income from many other high-quality fixed-income investments such as U.S.
Treasurys. We also continued to maintain our position in older, higher-coupon
mortgages. Most of these mortgages are more than five years old and therefore
have had plenty of opportunities to be refinanced but have not been. We feel
that these securities offer high current income to shareholders while exposing
the portfolio to little risk of prepayment.


CALLOUT: It has been an ongoing strategy to keep 20% to 50% of the Fund's assets
         in short-term U.S. Treasury obligations and cash equivalents to help 
         moderate share price volatility.

      To help dampen share price volatility during a period of rising interest
rates, we increased the portion of the portfolio invested in short-term U.S.
Treasury obligations. Shareholders in this Fund should feel comfortable that the
current blend of GNMA securities has the potential to provide a competitive
stream of income, while the short-term Treasury securities and cash equivalents
will continue to dampen share price volatility.

PIE CHART TITLE:     ASSET ALLOCATION

CHART PERIOD:    As of September 30, 1996

CHART DATA:

   Government National Mortgage
      Association                  66%
   U.S. Treasury Obligations       33%
   Cash Equivalents                 1%
                                  ----
                                  100%
                                  ====


For Whom the
Fund is Designed

The Fund is designed for conservative investors who want relatively high current
income and a degree of protection from day-to-day share price volatility.
Investors should be seeking to invest for the longer term (at least one to three
years) and be comfortable with fluctuation in the value of their principal and
yield.

Portfolio
Management Team

David H. Glen
  Lead Portfolio Manager
Mark S. Boyadjian
  Portfolio Manager


                                       15
<PAGE>

      AARP HIGH QUALITY BOND FUND


FUND OVERVIEW

The AARP High Quality Bond Fund offers you monthly income and the opportunity
for higher returns than you can expect from the AARP GNMA and U.S. Treasury
Fund. In pursuing higher returns, fluctuation in the value of your principal may
also be greater. The Fund has quality standards that are among the highest of
any general bond fund currently available, with at least 65% of the portfolio
invested in AAA-rated and AA-rated issues, and the other 35% in nothing less
than A-rated bonds.

                                  Total Return

                                   CUMULATIVE

                                      FUND       INDEX^+
                                      ----       -------
                            1 yr.     4.59%       4.90%
                            5 yr.    39.31%      43.32%
                           10 yr.   109.70%     126.02%

                                 AVERAGE ANNUAL

                                      FUND       INDEX^+
                                      ----       -------
                            1 yr.     4.59%       4.90%
                            5 yr.     6.86%       7.46%
                           10 yr.     7.69%       8.49%


HOW THE FUND HAS PERFORMED

      The past year was a disappointing year for bond investors, as long-term
interest rates rose. When you look to the chart below, the AARP High Quality
Bond Fund's one-year total return of 4.59% slightly underperformed the unmanaged
Lehman Brothers Aggregate Bond Index return of 4.90%. It is important to note
that the quality of the securities in the Fund is higher than the index and the
index return does not reflect investment in cash or the deduction of any
servicing, investment management, or administrative expenses, as a mutual fund
does.

      While 12-month returns for the Fund will vary from year to year, by
maintaining a long-term focus and staying invested through good and bad times,
your investment has the opportunity to earn monthly income over time. As the
graph to the right shows, if you invested $10,000 in the Fund on September 30,
1986, your investment would have grown to $20,970, assuming all distributions
were reinvested. If you took your dividends in cash, your investment would have
been $9,962, and you would have received $7,285 in distributions.

LINE CHART TITLE:   GROWTH OF A $10,000 INVESTMENT

CHART PERIOD:     Yearly Periods ended September 30

CHART DATA:

                         AARP High Quality                Lehman Brothers
                             Bond Fund                  Aggregate Bond Index^+
                         ------------------             ----------------------

       1986                  $ 10000                          $ 10000
       1987                     9991                            10027
       1988                    11228                            11360
       1989                    12394                            12640
       1990                    13040                            13596
       1991                    15053                            15770
       1992                    16793                            17749
       1993                    18787                            19520
       1994                    17746                            18890
       1995                    20049                            21547
       1996                    20970                            22602


BAR CHART TITLE:      ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Yearly Periods ended September 30
                           (Total Return%)

CHART DATA:

                         AARP High Quality                Lehman Brothers
                              Bond Fund                 Aggregate Bond Index^+
                         -----------------              ----------------------

       1992                    11.56 %                          12.55 %
       1993                    11.88 %                           9.98 %
       1994                    -5.55 %                          -3.22 %
       1995                    12.98 %                          14.06 %
       1996                     4.59 %                           4.90 %
                                                                      

- --------------------------------------------------------------------------------
^+ The unmanaged Lehman Brothers Aggregate Bond Index is a market value
   weighted measure of treasury issues, agency issues, corporate bond issues and
   mortgage securities. Index returns are calculated monthly and assume
   reinvestment of dividends. Unlike Fund returns, Index returns do not reflect
   any fees or expenses.

   All performance is historical and assumes reinvestment of all dividends and
   capital gains and is not indicative of future results. Investment return and
   principal value will fluctuate so an investor's shares, when redeemed, may be
   worth more or less than when purchased.



                                       16
<PAGE>




THE FUND'S INVESTMENT STRATEGY

      During the past 12-month period, we increased our investment in corporate
securities, which included issues from some of the country's leading consumer
staples, durable goods manufacturing, financial, and transportation companies.
We also continued to add income to the portfolio from attractively priced
mortgage-backed securities. We maintained a large portion of the Fund's assets
in mortgage-backed securities (approximately 20% as of September 30, 1996)
because of their high quality, income potential, and attractive prices.


CALLOUT:  The Fund attempts to reduce share price fluctuation by investing in 
          a variety of different sectors.

      The Fund continued to maintain its objective of investing in high-quality
securities. As of September 30, 1996, 63% of the portfolio was invested in
government, AAA-rated or AA-rated securities; 18% of the Fund was invested in
A-rated bonds; and 19% was invested in AAA-rated cash equivalents.

      We believe that the AARP High Quality Bond Fund's current portfolio is
well positioned for the current economic environment and we will always be
looking for new opportunities to add returns to the portfolio. We believe the
Fund should continue to provide shareholders with high income and less share
price fluctuation than a long-term bond. Our emphasis remains on delivering both
competitive yields with potential price appreciation, as well as maintaining
high credit quality and diversification across various types of issues.

PIE CHART TITLE:    ASSET ALLOCATION

CHART PERIOD:    As of September 30, 1996

CHART DATA:

   U.S. Treasury Obligations                26%
   Corporate Bonds                          24%
   Cash Equivalents                         21%
   U.S. Government Agency Pass-Thrus        19%
   Foreign Bonds--U.S. $ Denominated         5%
   Asset Backed                              5%
                                           ----
                                           100%
                                           ====


FOR WHOM THE
FUND IS DESIGNED

The Fund is designed for investors who want competitive returns from a portfolio
of high credit quality. Investors should be seeking to invest for the longer
term (at least one to three years) and be comfortable with fluctuation in the
value of their principal and yield.

PORTFOLIO
MANAGEMENT TEAM

David H. Glen
  Lead Portfolio Manager
William M. Hutchinson
Stephen A. Wohler
  Portfolio Managers


                                       17
<PAGE>

      AARP INSURED TAX FREE GENERAL BOND FUND


FUND OVERVIEW

The AARP Insured Tax Free General Bond Fund seeks to pay high monthly income
that is free from federal taxes. The Fund invests in a portfolio consisting
primarily of high-grade municipal securities that are insured against default.
This insurance does not apply to the value of your shares or the yield of the
Fund, both of which will fluctuate daily.*The Fund also aims to keep the value
of its shares more stable than that of a long-term municipal bond.

                                  Total Return

                                   CUMULATIVE

                                      FUND        INDEX^+
                                      ----        -------
                          1 yr.      5.88%         6.04%
                          5 yr.     40.20%        43.23%
                         10 yr.    105.67%       113.71%

                                 AVERAGE ANNUAL

                                      FUND        INDEX^+
                                      ----        -------
                          1 yr.      5.88%         6.04%
                          5 yr.      6.99%         7.44%
                          10 yr.     7.48%         7.88%

*It is the policy of the Fund not to invest in taxable issues. However, the 
Fund's income may be subject to state and local taxes. Gains on sales of Fund 
shares and distributions of capital gains generally will be subject to federal,
state and local taxes.


HOW THE FUND HAS PERFORMED

      As stated in the Letter to Shareholders, the past year has been a
disappointing time for bond investors, including those in the municipal market.
Long-term interest rates rose and as a result, the value of the securities held
by the Fund decreased. When we look at the total return, as illustrated in the
chart below, the AARP Insured Tax Free General Bond Fund's one-year total return
of 5.88% underperformed the unmanaged Lehman Brothers Municipal Bond Index's
return of 6.04%. However, it outperformed the unmanaged Lehman Brothers
Municipal Bond 10 Year Index return of 4.88%. Over the past year, the portfolio
managers have tried to reduce the Fund's volatility by shortening the average
maturity. As of September 30, 1996, the Fund's average maturity was 11 years.
This helps explain the Fund's underperformance of the Lehman Brothers Municipal
Bond Index, which has an average maturity of 14 years.

      It is important to note that 12-month returns for the Fund will vary from
year to year. However, by maintaining a long-term focus and staying invested
through good and bad times, your investment has the opportunity to earn income
free from federal taxes and grow over time and overcome down periods in the
market. As the graph to the right shows, if you invested $10,000 in the Fund on
September 30, 1986, your investment would have grown to $20,567, assuming all
distributions were reinvested. If you took your dividends in cash, your
investment would have grown to $10,725, and you would have received $6,665 in
distributions.


LINE CHART TITLE:   GROWTH OF A $10,000 INVESTMENT

CHART PERIOD:     Yearly Periods ended September 30

CHART DATA:

                   AARP Insured Tax Free General           Lehman Brothers
                             Bond Fund                  Municipal Bond Index^+
                  ------------------------------        ----------------------

       1986                  $ 10000                          $ 10000
       1987                     9706                            10053
       1988                    11102                            11357
       1989                    12286                            12343
       1990                    12886                            13182
       1991                    14670                            14921
       1992                    16140                            16480
       1993                    18450                            18580
       1994                    17625                            18127
       1995                    19424                            20154
       1996                    20567                            21371
 
BAR CHART TITLE:      ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Yearly Periods ended September 30
                          (Total Return%)

CHART DATA:

                   AARP Insured Tax Free General           Lehman Brothers
                             Bond Fund                  Municipal Bond Index^+
                   -----------------------------        ----------------------

       1992                    10.01 %                          10.45 %
       1993                    14.31 %                          12.74 %
       1994                    -4.88 %                          -2.44 %
       1995                    10.21 %                          11.18 %
       1996                     5.88 %                           6.04 %
                                                                      

- --------------------------------------------------------------------------------
^+ The unmanaged Lehman Brothers Municipal Bond Index is a market value weighted
   measure of municipal bonds with a maturity of at least two years. Index
   returns are calculated monthly and assume reinvestment of dividends. Unlike
   Fund returns, Index returns do not reflect any fees or expenses.

   All performance is historical and assumes reinvestment of all dividends and
   capital gains and is not indicative of future results. Investment return and
   principal value will fluctuate so an investor's shares, when redeemed, may be
   worth more or less than when purchased.


                                       18
<PAGE>


THE FUND'S INVESTMENT STRATEGY

      Purchasing bonds with call protection remained a fundamental part of
the Fund's investment strategy over the past year. Generally, a bond is called
in by its issuer so that it can be refinanced at a lower prevailing rate. Our
call-protection strategy provided a more reliable income stream than would have
existed if the Fund held a significant amount of bonds that could be called in
before their stated maturity. As of September 30, 1996, 84% of the portfolio was
invested in non-callable bonds.

CALLOUT:  Investing in insured securities of varying maturities helps dampen the
          share price volatility of this Fund.

      We also continued to favor intermediate-term bonds, with 41% of the Fund
invested in bonds maturing in 10 to 15 years. This strategy added to the Fund's
performance because bonds with maturities in the 15-year range that were
non-callable performed better than longer-term bonds. In addition, 22% of the
portfolio was invested in the hospital sector, 16% in municipal bonds of large
urban cities, and 16% in electric utilities.

      As of September 30, 1996, 90% of the portfolio was invested in insured
securities (or securities escrowed in U.S. Treasurys that provide the backing of
the U.S. Government). Remember that this insurance protects the bond from
default but does not apply to the value of your shares or to the yield of the
Fund, both of which will fluctuate daily.

      We believe that the Fund's strategy outlined above reflects our commitment
to providing high tax-free income while seeking to keep its share price more
stable than that of a long-term municipal bond.

PIE CHART TITLE:    ASSET ALLOCATION -- MUNICIPAL BOND EFFECTIVE MATURITIES

CHART PERIOD:                 As of September 30, 1996

CHART DATA:

                         Less than 1 year              8% 
                         1 to less than 5 years       10% 
                         5 to less than 10 years      21% 
                         10 to less than 15 years     41% 
                         Greater than 15 years        20%
                                                     ----
                                                     100%
                                                     ====


FOR WHOM THE
FUND IS DESIGNED

The Fund is designed for investors in higher tax brackets who want income that
is free from federal income taxes. Investors should be seeking to invest for the
longer term (at least one to three years) and be comfortable with fluctuation in
the value of their principal and yield.


PORTFOLIO
MANAGEMENT TEAM

Donald C. Carleton
  Lead Portfolio Manager
Philip G. Condon
  Portfolio Manager


                                       19
<PAGE>

      AARP BALANCED STOCK AND BOND FUND


FUND OVERVIEW

Through a combination of stocks, bonds, and cash reserves, the AARP Balanced
Stock and Bond Fund seeks to offer you long-term growth of capital and quarterly
income. The Fund attempts to keep the value of its shares more stable than other
potentially higher returning, higher risk balanced mutual funds.


                                  Total Return

                                   CUMULATIVE

                                                 BLENDED
                                      FUND        INDEX^+
                                      ----        -------
                           1 yr.     13.08%       14.50%
                           Life of
                           Fund*     31.04%       36.84%


                                 AVERAGE ANNUAL

                                                 BLENDED
                                      FUND        INDEX^+
                                      ----        -------
                           1 yr.     13.08%       14.50%
                           Life of
                           Fund*     10.69%       12.49%


HOW THE FUND HAS PERFORMED

      The AARP Balanced Stock and Bond Fund performed well. The Fund's solid
one-year total return of 13.08% underperformed the blended index's total return
of 14.50%, primarily because of the Fund's conservative investment strategy to
reduce share price volatility. The blended index is made up of the unmanaged
Standard & Poor's 500 Index 50%, the unmanaged Lehman Brothers Aggregate Bond
Index 40%, and the 3-month Treasury Bill Index 10%. Please note that the Fund
was introduced on February 1, 1994. Therefore, five-year and ten-year data are
not available.

      We would also like to note that by maintaining a long-term focus and
staying invested through good and bad times, your investment has the opportunity
to grow significantly over time. As the graph to the right shows, if you
invested $10,000 in the Fund when it was introduced in February of 1994, your
investment would have grown to $13,104 by September 30, 1996, assuming all
distributions were reinvested. If you took your distributions as cash, your
investment would have grown to $11,753, and you would have received $1,166 in
distributions.

LINE CHART TITLE:   GROWTH OF A $10,000 INVESTMENT

CHART PERIOD:     Semiannual Periods from February 1, 1994 
                         to September 30, 1996

CHART DATA:

<TABLE>
<CAPTION>
                                   Standard & Poor's          Lehman           
             AARP Balanced Stock    500 Stock Price          Brothers               Blended
                and Bond Fund           Index          Aggregate Bond Index         Index^+
             -------------------   -----------------   --------------------       ------------
                                                                                            
<S>                <C>                   <C>                   <C>                   <C>  
 2/1/94*         $ 10000               $ 10000               $ 10000               $ 10000
 3/31/94            9642                  9304                  9584                  9452
 9/30/94           10050                  9800                  9543                  9742
 3/31/95           10467                 10753                 10062                 10498
 9/30/95           11738                 12716                 10885                 11951
 3/31/96           12669                 14205                 11147                 12930
 9/30/96           13272                 15302                 11418                 13684
</TABLE>


BAR CHART TITLE:      ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Yearly Periods ended September 30
                          (Total Return%)

CHART DATA:

                    AARP Balanced Stock         Blended
                       and Bond Fund            Index^+
                    -------------------         -------
                                                
      2/1/94*-            -0.78%                 -3.83%
     9/30/94

      1995                16.80%                 20.43%

      1996                13.08%                 14.50%


THE FUND'S INVESTMENT STRATEGY

      In general, the stock portion of the Fund (representing 57% of the

- --------------------------------------------------------------------------------
^+ The performance of the blended benchmark is a weighting comprised of 50%
   Standard & Poor's 500 Stock Price Index (S&P), 40% Lehman Brothers Aggregate
   Bond Index (LBAB), and the 3-Month Treasury Bill Index (10%). The 50/40/10
   measure is meant to reflect the anticipated long range asset mix of the Fund,
   which may change over time. The unmanaged Standard & Poor's 500 Stock Price
   Index is a market value-weighted measure of 500 widely held common stocks
   listed on the New York Stock Exchange, American Stock Exchange, and
   Over-the-Counter market. The unmanaged Lehman Brothers Aggregate Bond Index
   is a market value-weighted measure of treasury issues, agency issues,
   corporate bond issues and mortgage securities. Index returns are calculated
   monthly and assume reinvestment of dividends. Unlike Fund returns, Index
   returns do not reflect any fees or expenses.


   All performance is historical and assumes reinvestment of all dividends and
   capital gains and is not indicative of future results. Investment return and
   principal value will fluctuate so an investor's shares, when redeemed, may be
   worth more or less than when purchased.


 * The Fund commenced operations on February 1, 1994.


                                       20
<PAGE>

portfolio as of September, 30 1996) uses an approach similar to the AARP Growth
and Income Fund. The Fund will usually invest in stocks that are believed to
have favorable long-term capital appreciation outlooks and have above-average
dividend yields. Since the stock portion of the Fund is managed by the same team
and with the same strategy as the AARP Growth and Income Fund, refer to the AARP
Growth and Income Fund Report on page 60 for details on specific stock
selection. (The Fund may invest up to 70% of its assets in stocks.)


CALLOUT:  The Fund attempts to reduce share price fluctuation by following a
          strict discipline for stocks, by investing in bonds with varying 
          maturities, and by maintaining a significant cash position.

      The portion of the Fund invested in bonds (representing 40% of the
portfolio as of September 30, 1996) can include corporate issues, U.S.
Government securities, mortgage-backed obligations, and other fixed-income
securities. At least 75% of these securities will be securities rated within the
three highest quality ratings (AAA, AA, and A) by Moody's or S&P, independent
rating organizations. (At all times, at least 30% of the Fund's assets will be a
combination of bonds and cash equivalents.) Over this period, we favored
corporate debt issues whose values stand to benefit from signs of economic
strength and the accompanying perception of lower credit risk. We also focused
on mortgage-backed securities, which had experienced price weakness and
presented relative value. Corporates and mortgage-backed securities represented
12% and 13% of the portfolio as of September 30, 1996. The remaining 3% of the
Fund's assets were invested in cash equivalents.

      We continue to believe that stocks will outperform bonds and cash over the
longer term and therefore a majority of the portfolio will continue to be
invested in stocks. While we are comfortable with our current asset allocation
of 57% stocks, 40% bonds, and 3% cash equivalents, this allocation may be
gradually changed depending upon our expectations for the financial markets.

PIE CHART TITLE:    ASSET ALLOCATION

CHART PERIOD:    As of September 30, 1996

CHART DATA:

Stocks                      57%
Bonds                       40%
Cash Equivalents             3%
                           ----
                           100%
                           ====


FOR WHOM THE
FUND IS DESIGNED

This Fund is designed for investors who are seeking long-term growth of their
assets, but who want less risk than an investment solely in stocks. Investors
should be able to invest for the longer term (three or more years) and be
comfortable with the value of their principal fluctuating up and down.



PORTFOLIO
MANAGEMENT TEAM

Robert T. Hoffman
  Lead Portfolio Manager
William M. Hutchinson
Benjamin W. Thorndike
  Portfolio Managers


                                       21
<PAGE>

      AARP GROWTH AND INCOME FUND

FUND OVERVIEW

The AARP Growth and Income Fund is a conservatively managed stock fund that
provides the potential for long-term growth and quarterly income, while still
seeking to moderate share price volatility. It invests in stocks with
above-average dividend yields that may offer the opportunity for long-term
growth of capital.

                                  Total Return

                                   CUMULATIVE

                                      FUND      INDEX^+
                                      ----      -------
                           1 yr.     20.20%     20.34%
                           5 yr.    108.24%    103.15%
                          10 yr.    262.51%    304.29%

                                 AVERAGE ANNUAL

                                      FUND      INDEX^+
                                      ----      -------
                           1 yr.     20.20%     20.34%
                           5 yr.     15.80%     15.21%
                          10 yr.     13.74%     14.98%


HOW THE FUND HAS PERFORMED

      The AARP Growth and Income Fund performed well over the past year. Its
one-year total return of 20.20% (representing 3.22% in distributions of income
and 16.98% in capital change) slightly underperformed the unmanaged Standard &
Poor's Stock Price Index of 20.34%. Due to the Fund's conservative investment
strategy, the Fund will often lag the index when the stock market rallies
strongly, as it did over the past 12 months, and outperform when the market
declines.

      It is important to note that 12-month returns for the Fund will vary from
year to year. However, by maintaining a long-term focus of staying invested
through good and bad times, your investment has the opportunity to grow
significantly over time. As the graph to the right shows, if you invested
$10,000 in the Fund on September 30, 1986, your investment would have grown to
$36,251 by September 30, 1996, assuming reinvestment of any distributions. If
you took your distributions as cash, your investment would have grown to
$21,044, and you would have received $7,145 in distributions.

LINE CHART TITLE:   GROWTH OF A $10,000 INVESTMENT

CHART PERIOD:     Yearly Periods ended September 30

CHART DATA:

                          AARP Growth and             Standard & Poor's 
                            Income Fund           500 Stock Price Index^+
                          ---------------         -----------------------

       1986                  $ 10000                     $ 10000
       1987                    13089                       14342
       1988                    11677                       12569
       1989                    15241                       16717
       1990                    13687                       15173
       1991                    17408                       19901
       1992                    19425                       22100
       1993                    23189                       24974
       1994                    25041                       25894
       1995                    30158                       33596
       1996                    36251                       40429


BAR CHART TITLE:   ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Yearly Periods ended September 30
                           (Total Return%)

CHART DATA:

                          AARP Growth and             Standard & Poor's 
                            Income Fund            500 Stock Price Index^+
                          ---------------          -----------------------

           1992               11.59 %                       11.04 %
           1993               19.38 %                       12.97 %
           1994                7.99 %                        3.68 %
           1995               20.43 %                       29.75 %
           1996               20.20 %                       20.34 %
                                                                  


THE FUND'S INVESTMENT STRATEGY

      Stocks had a much higher degree of volatility over the period covered by
this Report than we have seen in the recent past, but yet closer to historical
norm. Because of the volatile nature of the stock market, we did not make great
strategic shifts in the portfolio over this period. Instead, we continued to
employ some of the strategies we initiated late last year. We favored cyclical
stocks that we believe were historically undervalued. New or increased portfolio

- --------------------------------------------------------------------------------
^+ The unmanaged Standard & Poor's 500 Stock Price Index is a market value
   weighted measure of 500 widely held common stocks listed on the New York
   Stock Exchange, American Stock Exchange, and Over-the-Counter market. Index
   returns are calculated monthly and assume reinvestment of dividends. Unlike
   Fund returns, Index returns do not reflect any fees or expenses.


   All performance is historical and assumes reinvestment of all dividends and
   capital gains and is not indicative of future results. Investment return and
   principal value will fluctuate so an investor's shares, when redeemed, may be
   worth more or less than when purchased.

                                       22
<PAGE>


positions in cyclicals include Ford Motor Company, PACCAR (a heavy duty truck
manufacturer), Weyerhaeuser and Westvaco (two paper/forest product stocks), and
Phelps Dodge and Allegheny Teledyne (two metals companies). We also continued to
look for opportunities in consumer cyclicals, namely in retail-oriented stocks.
Valuations in this group have looked appealing for quite some time given the
sector's less-than-favorable performance in 1994 and 1995. We added to existing
holdings of May Department Stores and Sears. We also established a position in
KMart, via its new convertible preferred issue. This offered us an attractive
way to participate in the anticipated turnaround of this company.

CALLOUT:  The Fund focuses on stocks with above-average dividends and sound 
          fundamentals to help reduce share price volatility.

      We were able to buy these cyclical stocks by taking profits from many of
the non-economically sensitive consumer stocks that have done well for the Fund.
We also took profits in several strong-performing consumer staples such as Avon,
Colgate, and Clorox, and redirected proceeds into more attractively valued
stocks in the same sector such as Duracell. Duracell's stock had fallen as
investors questioned the sustainability of the company's historical growth rate.
The stock subsequently moved up sharply after the company announced in
mid-September that it plans to merge with Gillette. (Please note that portfolio
changes should not be considered recommendations for action by individual
investors.)

      Over the near term, we do not envision any radical shifts in the Fund's
composition. In general, our focus on high dividend-paying stocks tends to lead
us in the direction of value investing. This has and should continue to benefit
the Fund over time.


PIE CHART TITLE:    ASSET ALLOCATION -- SECTORS OF EQUITY HOLDINGS

CHART PERIOD:                  As of September 30, 1996

CHART DATA:
                         Financial                      20%
                         Manufacturing                  19%
                         Health                         11%
                         Consumer Staples                9%
                         Durables                        8%
                         Energy                          8%
                         Communications                  6%
                         Consumer Discretionary          6%
                         Utilities                       5%
                         Other                           8%
                                                       ----
                                                       100%
                                                       ====

FOR WHOM THE
FUND IS DESIGNED

The Fund is suitable for investors who are seeking long-term growth of their
assets and the opportunity to keep ahead of inflation. Investors should be able
to invest for at least three years or more and be comfortable with fluctuation
in the value of their principal that is associated with investing in stocks.


PORTFOLIO
MANAGEMENT TEAM

Robert T. Hoffman
  Lead Portfolio Manager
Lori J. Ensinger
Kathleen T. Millard
Benjamin W. Thorndike
  Portfolio Managers


                                       23
<PAGE>

      AARP GLOBAL GROWTH FUND

FUND OVERVIEW

The AARP Global Growth 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 stock funds.

                                  Total Return

                                      FUND      INDEX^+
                                      ----      -------
                             Life of
                             Fund*   3.27%     6.60%

HOW THE FUND HAS PERFORMED

CALLOUT:  The Fund seeks to offer less share price volatility than many global
          growth funds by maintaining core holdings that are from 
          well-established companies in mature countries.

      The AARP Global Growth Fund was introduced to shareholders on February 1,
1996. For the life of the Fund -- February 1, 1996 through September 30, 1996 --
the total return of 3.27% (not annualized) underperformed the MSCI World Index
of 6.60% for the same time period. This underperformance was due to the high
cash flows into this new Fund, occurring simultaneously with rapidly rising
markets, especially in the U.S. The short-term impact of these conditions was
reinforced by the Fund's underweighting in the U.S. relative to the Index and to
the Fund's peers. This relative underweighting reflects the view of the
portfolio management team that more long-term investment values lie in other
markets, which have not appreciated as much. We expect this short-term
performance distortion to wash out over time.

LINE CHART TITLE:   GROWTH OF A $10,000 INVESTMENT

CHART PERIOD:     Monthly Periods from February 1, 1996* 
                         to September 30, 1996

CHART DATA:

                            AARP Global               MSCI World
                            Growth Fund                 Index^+
                            -----------                 -------

     2/1/96^*               $ 10000                   $ 10000
                              10000                     10059
     3/31/96                  10180                     10224
                              10320                     10462
     5/31/96                  10407                     10469
                              10280                     10520
     7/31/96                   9980                     10146
                              10213                     10261
     9/30/96                  10327                     10660


BAR CHART TITLE:   ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Yearly Periods ended September 30
                           (Total Return%)

CHART DATA:

                            AARP Global           MSCI World
                            Growth Fund            Index^+
                            -----------           ----------
             2/1/96^*-
             9/30/96           3.27 %                 6.6 %


THE FUND'S INVESTMENT STRATEGY

      Since the Fund was introduced in February, we have adhered to a "theme
approach" of investing. What this means is that we develop global themes and
search for the appropriate stock values to represent them, rather than weight
the portfolio according to countries or economic sectors. For example, we
targeted companies with new technologies and secure large market shares.
Portfolio examples include Reuters, and First Data. Another theme focuses on the
world's demographics. Due to an aging population, we believe pharmaceutical

- --------------------------------------------------------------------------------
^+ The MSCI (Morgan Stanley Capital International) World Index is an unmanaged
   capitalization-weighted measure of global stock markets, including the U.S.,
   Canada, Europe, Australia, and the Far East. Index returns assume dividends
   reinvested net of withholding tax and, unlike Fund returns, do not reflect
   any fees or expenses.


   All performance is historical and assumes reinvestment of all dividends and
   capital gains and is not indicative of future results. Investment return and
   principal value will fluctuate so an investor's shares, when redeemed, may be
   worth more or less than when purchased.

*  The Fund commenced operations on February 1, 1996.



                                       24
<PAGE>

products and health providers will continue to thrive. We therefore favor
companies such as Astra, Sandoz, and Ciba-Geigy. A third theme focuses on German
and French companies that are restructuring and joining the global capital
markets. We believe stocks such as Daimler-Benz (an automobile and truck
manufacturer) and Hoechst (a chemical producer) should benefit from this trend.
(Please note that portfolio changes should not be considered recommendations for
action by individual investors.)

      The portfolio is currently broadly invested among more than 20 countries
and over 110 different companies. The largest allocations by country are the
United States, Germany, and the United Kingdom. We expect this diversified
portfolio to benefit from many global trends underway: the global economy and
capital markets in aggregate are functioning well; growth is being achieved
without inflation; and new technologies are emerging and old industries are
restructuring.

PIE CHART TITLE:    ASSET ALLOCATION -- COUNTRIES OF EQUITY HOLDINGS

CHART PERIOD:    As of September 30, 1996

CHART DATA:

          United States              23%
          Germany                    18%
          United Kingdom             11%
          Switzerland                 9%
          Japan                       9%
          Sweden                      8%
          Canada                      4%
          France                      4%
          Australia                   3%
          Other                      11%
                                   ----
                                   100%
                                   ====

PIE CHART TITLE:    ASSET ALLOCATION -- SECTORS OF EQUITY HOLDINGS

CHART PERIOD:    As of September 30, 1996

CHART DATA:

          Manufacturing              26%
          Financial                  19%
          Metals and Minerals        10%
          Consumer Staples            8%
          Technology                  6%
          Energy                      5%
          Construction                5%
          Service Industries          5%
          Durables                    4%
          Other                      12%
                                    ----
                                    100%
                                    ====


FOR WHOM THE
FUND IS DESIGNED

The new Fund, which commenced operations on February 1, 1996, is suitable for
investors who want to add worldwide stock opportunities to their portfolio.
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. Because
the Fund invests globally, it will be affected by up and down movements in U.S.
and international stock markets. The Fund will also be subject to international
investment risks such as currency exchange risk.

PORTFOLIO
MANAGEMENT TEAM

William E. Holzer
  Lead Portfolio Manager
Nicholas Bratt
Alice Ho
  Portfolio Managers


                                       25
<PAGE>


      AARP Capital Growth Fund

FUND OVERVIEW

The AARP Capital Growth Fund is designed to help investors take advantage of the
high growth potential of stocks while attempting to keep the value of its shares
more stable than other potentially higher returning, higher risk capital growth
mutual funds.

                                  Total Return

                                   CUMULATIVE

                                     FUND         INDEX^+
                                     ----         -------
                        1 yr.       15.97%         20.34%
                        5 yr.       76.63%        103.15%
                       10 yr.      242.55%        304.29%


                                 AVERAGE ANNUAL

                                     FUND         INDEX^+
                                     ----         -------
                        1 yr.       15.97%        20.34%
                        5 yr.       12.05%        15.21%
                       10 yr.       13.10%        14.98%

HOW THE FUND HAS PERFORMED

         The AARP Capital Growth Fund performed well over the past year. It
provided a one-year total return of 15.97%, (representing 1.15% in distributions
of income and 14.82% in capital change), although it underperformed the
unmanaged Standard & Poor's 500 Stock Price Index of 20.34%. The Fund's
valuation disciplines and focused diversification kept it from participating
more fully in the strong rise of the broad market index.

         It is important to note that 12-month returns for the Fund will vary
from year to year. However, by maintaining a long-term focus and staying
invested through good and bad times, your investment has the opportunity to grow
significantly over time. As the graph to the right shows, if you invested
$10,000 in the Fund on September 30, 1986, your investment would have grown to
$34,255 by September 30, 1996, assuming you reinvested any distributions. If you
took your distributions as cash, your investment would have grown to $20,573,
and you would have received $6,865 in distributions.

LINE CHART TITLE:   GROWTH OF A $10,000 INVESTMENT

CHART PERIOD:     Yearly Periods ended September 30

CHART DATA:

                            AARP Capital                  Standard & Poor's
                            Growth Fund                500 Stock Price Index^+
                            -----------                -----------------------

       1986                  $ 10000                          $ 10000
       1987                    13697                            14342
       1988                    12946                            12569
       1989                    18593                            16717
       1990                    13580                            15173
       1991                    19393                            19901
       1992                    20158                            22100
       1993                    25102                            24974
       1994                    23923                            25894
       1995                    29538                            33596
       1996                    34255                            40429


BAR CHART TITLE:      ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Yearly Periods ended September 30
                          (Total Return%)

CHART DATA:

                            AARP Capital                  Standard & Poor's
                            Growth Fund                500 Stock Price Index^+
                            -----------                -----------------------

        1992                   3.94 %                         11.04 %
        1993                  24.53 %                         12.97 %
        1994                  -4.70 %                          3.68 %
        1995                  23.47 %                         29.75 %
        1996                  15.97 %                         20.34 %
                                                                     


THE FUND'S INVESTMENT STRATEGY

         We continued to emphasize our strategy of maintaining a quality
portfolio diversified across many sectors of the market. The top sectors include
technology, health care, and finance. We believe technology has been and will
continue to be a fruitful sector for above-average growth opportunities. Since
technology stocks are characterized by a high degree of share price volatility,

- --------------------------------------------------------------------------------
^+ The unmanaged Standard & Poor's 500 Stock Price Index is a market value
   weighted measure of 500 widely held common stocks listed on the New York
   Stock Exchange, American Stock Exchange, and Over-the-Counter market. Index
   returns are calculated monthly and assume reinvestment of dividends. Unlike
   Fund returns, Index returns do not reflect any fees or expenses.


   All performance is historical and assumes reinvestment of all dividends and
   capital gains and is not indicative of future results. Investment return and
   principal value will fluctuate so an investor's shares, when redeemed, may be
   worth more or less than when purchased.



                                       26
<PAGE>

we have focused our investments in quality companies such as Hewlett-Packard and
Intel -- market leaders in their particular market segment.


CALLOUT:  Through a broadly diversified portfolio consisting primarily of
          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.

      Over the past few months, we began to focus on aerospace stocks due to the
restructuring throughout the industry as a whole. We see strong growth potential
in companies such as Rockwell, Lockheed Martin, and Textron. We also continued
to favor the financial sector of the market. We believe that many financial
stocks were attractively priced with price earnings multiples equal to or less
than their earnings growth rates. We anticipate attractive earnings growth from
stocks such as Federal National Mortgage Assn., American Express, and Citicorp
- -- three of the Fund's top five holdings. (Please note that portfolio changes
should not be considered recommendations for action by individual investors.)

      Given the uncertain outlook for economic growth and individual company
profits, we continue to emphasize quality companies such as Pfizer and
McDonalds, in addition to those mentioned above, whose profits in our opinion
are sustainable through varying market conditions.

PIE CHART TITLE:    ASSET ALLOCATION -- Sectors of Equity Holdings

CHART PERIOD:    As of September 30, 1996

CHART DATA:

               Financial                17%
               Technology               16%
               Health                   15%
               Manufacturing            12%
               Energy                   11%
               Consumer Staples          7%
               Consumer Discretionary    7%
               Durables                  5%
               Service Industries        4%
               Other                     6%
                                       ----
                                       100%
                                       ====


FOR WHOM THE
FUND IS DESIGNED

The Fund is designed for investors seeking long-term growth of their principal.
Investors should be able to invest for the longer term (five years or more) and
be comfortable with the fluctuation of their principal that is associated with
investing in stocks.



PORTFOLIO
MANAGEMENT TEAM

William F. Gadsden
  Lead Portfolio Manager
Bruce F. Beaty
  Portfolio Manager


                                       27
<PAGE>


I N V E S T M E N T  P O R T F O L I O S,

F I N A N C I A L  S T A T E M E N T S

A N D  A D D I T I O N A L

I N F O R M A T I O N








                                       28
<PAGE>

  AARP HIGH QUALITY MONEY FUND

<TABLE>
- --------------------------------------------------------------------------------------------------------------------
  LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>

Principal
Amount($)                                                                                                  Value($)
- --------------------------------------------------------------------------------------------------------------------

<S>  <C>            <C>                                                                                  <C>
- --------------------------------------------------------------------------------------------------------------------
  REPURCHASE AGREEMENTS 9.7%
- --------------------------------------------------------------------------------------------------------------------

     35,000,000     Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 9/30/96 at 5.7% 
                      to be repurchased at $35,005,542 on 10/1/96 collateralized by a $32,832,000
                      U.S. Treasury Note, 8.5%, 2/15/00 ..............................................    35,000,000
      4,998,000     Repurchase Agreement with State Street Bank dated 9/30/96 at 5.3%
                      to be repurchased at $4,998,736 on 10/1/96 collateralized by a $5,065,000
                      U.S. Treasury Note, 6%, 8/31/97 ................................................     4,998,000
                                                                                                         -----------
                    TOTAL REPURCHASE AGREEMENTS (COST $39,998,000) ...................................    39,998,000
                                                                                                         ----------- 
- --------------------------------------------------------------------------------------------------------------------
  COMMERCIAL PAPER 50.0%
- --------------------------------------------------------------------------------------------------------------------

HEALTH 3.4%
Pharmaceuticals
     14,000,000     Eli Lilly & Co., 5.38%, 12/11/96 .................................................    13,850,964
                                                                                                         -----------

FINANCIAL 41.3%
Business Finance 3.6%
     15,000,000     CIT Group Holdings Inc., 5.16%, 10/9/96 ..........................................    14,980,680
                                                                                                         -----------
Other Financial Companies 37.7%
     16,000,000     AIG Funding Inc., 5.51%, 1/7/97 ..................................................    15,761,080
     10,000,000     American Express Credit Corp., 3.51%, 10/3/96 ....................................     9,997,072
     14,000,000     American General Finance Corp., 5.38%, 12/18/96 ..................................    13,836,643
     16,000,000     Associates Corp. of North America, 5.38%, 12/18/96 ...............................    15,813,306
     10,000,000     Beneficial Corp., 5.59%, 4/9/97 ..................................................     9,711,908
     10,000,000     Chevron Oil Finance Co., 5.14%, 10/9/96 ..........................................     9,987,168
     10,000,000     Ciesco L.P., 4.61%, 10/7/96 ......................................................     9,991,050
     13,000,000     Credit Agricole USA Inc., 5.43%, 12/5/96 .........................................    12,871,777
     10,000,000     Dresdner U.S. Finance Inc., 4.91%, 10/2/96 .......................................     9,997,271
     10,000,000     General Electric Capital Corp., 5.32%, 3/19/97 ...................................     9,743,583
      5,000,000     General Electric Capital Services Inc., 5.59%, 4/7/97 ............................     4,857,463
     17,000,000     New Center Asset Trust, 5.14%, 10/23/96 ..........................................    16,944,369
     16,000,000     Private Export Funding Corp., 5.39%, 11/14/96 ....................................    15,892,979
                                                                                                         -----------
                                                                                                         155,405,669
                                                                                                         -----------

MEDIA 1.5%
Broadcasting & Entertainment
      6,100,000     Walt Disney Co., 5.38%, 12/10/96 .................................................     6,035,955
                                                                                                         -----------

DURABLES 3.8%
Automobiles
     16,000,000     Ford Motor Credit Co., 5.40%, 11/26/96 ...........................................    15,864,467
                                                                                                         -----------
                    TOTAL COMMERCIAL PAPER (COST $206,154,345) .......................................   206,137,735
                                                                                                         -----------

- --------------------------------------------------------------------------------------------------------------------
  CERTIFICATES OF DEPOSIT 4.9%
- --------------------------------------------------------------------------------------------------------------------

      5,000,000     Mellon Bank Corp., 6.13%, 9/9/97 .................................................     5,025,415
     15,000,000     United States National Bank of Oregon, 5.36%, 10/22/96 ...........................    15,000,000
                                                                                                         -----------
                    TOTAL CERTIFICATES OF DEPOSIT (COST $20,000,000) .................................    20,025,415
                                                                                                         -----------
</TABLE>


    The accompanying notes are an integral part of the financial statements

                                       29

<PAGE>



  AARP HIGH QUALITY MONEY FUND

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------

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


Principal
Amount($)                                                                                                  Value($)
- --------------------------------------------------------------------------------------------------------------------

<S>  <C>            <C>                                                                                  <C>
- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
  U.S. GOVERNMENT AGENCIES 26.4%
- --------------------------------------------------------------------------------------------------------------------

      5,000,000     Federal Home Loan Bank, 5.31%, 12/12/96 ..........................................     5,000,000
      2,900,000     Federal Home Loan Mortgage Corp., 5.7%, 10/1/96 ..................................     2,900,000
     17,000,000     Federal National Mortgage Association, 5.149%, 7/14/99* ..........................    16,872,500
     20,000,000     Student Loan Marketing Association, 5.695%, 11/27/96* ............................    20,026,813
     38,690,000     Student Loan Marketing Association, 5.56%, 1/23/97* ..............................    38,760,416
     10,000,000     Student Loan Marketing Association, 5.51%, 10/30/97* .............................    10,013,900
     15,500,000     Student Loan Marketing Association, 5.14%, 7/12/99* ..............................    15,377,550
                                                                                                         -----------
                    TOTAL U.S. GOVERNMENT AGENCIES (COST $109,098,204) ...............................   108,951,179
                                                                                                         -----------

- --------------------------------------------------------------------------------------------------------------------
  SHORT_TERM NOTES 8.4%
- --------------------------------------------------------------------------------------------------------------------

FINANCIAL 6.8%
Banks 5.6%
      5,000,000     Bank of America Illinois, 5.7%, 5/28/97 ..........................................     5,001,291
      8,000,000     FCC National Bank Note, 5.8%, 10/10/96 ...........................................     7,999,959
     10,000,000     Pittsburgh National Bank, 5.322%, 7/1/97* ........................................     9,992,000
                                                                                                         -----------
                                                                                                          22,993,250
                                                                                                         -----------
Other Financial Companies 1.2%
      5,000,000     General Electric Capital Corp., 5.35%, 10/22/96 ..................................     5,000,000
                                                                                                         -----------

AUTOMOBILE RECEIVABLES 1.6%
      6,605,783     Ford Motor Credit Co., 5.67%, 7/15/97 ............................................     6,605,584
                                                                                                         -----------
                    TOTAL SHORT_TERM NOTES (COST $34,595,734) ........................................    34,598,834
                                                                                                         -----------

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
  SUMMARY                                                                      % OF NET ASSETS
- --------------------------------------------------------------------------------------------------------------------

<S>  <C>            <C>                                                             <C>                  <C>
                    TOTAL INVESTMENT PORTFOLIO (COST $409,846,283)(a) ..........     99.4                409,711,163
                    OTHER ASSETS AND LIABILITIES, NET ..........................      0.6                  2,415,030
                                                                                    -----                -----------
                    NET ASSETS .................................................    100.0                412,126,193
                                                                                    =====                ===========
- --------------------------------------------------------------------------------------------------------------------


    *  Floating rate notes are securities whose interest rates vary with a designated market index or market rate,
       such as the coupon equivalent of the U.S. Treasury bill rate. These securities are shown at their rate as of
       September 30, 1996.

  (a)  At September 30, 1996, the net unrealized depreciation on investments based on cost for federal income tax
       purposes of $409,846,283 was as follows:

       Aggregate gross unrealized appreciation for all investments in which there 
       is an excess of value over tax cost .........................................................     $ 142,758

       Aggregate gross unrealized depreciation for all investments in which there 
       is an excess of tax cost over value .........................................................      (277,878)
                                                                                                         ---------

       Net unrealized depreciation .................................................................     $(135,120)
                                                                                                         =========
- --------------------------------------------------------------------------------------------------------------------

       At September 30, 1996, and to the extent provided in regulations, the Fund had capital loss carryforwards of
       approximately $74,841 which expire September 30, 2004. In addition, from November 1, 1995 through September
       30, 1996, the Fund incurred approximately $57,258 of net realized capital losses which the Fund intends to
       elect to defer and treat as arising in the fiscal year ended September 30, 1997.

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

       Percentage breakdown of investments is based on total net assets of the Fund. The total net assets of the
       Fund are comprised of the Fund's investment portfolio, other assets and liabilities. The percentage of the
       investment portfolio may be greater or less than 100% due to the inclusion of the Fund's assets and
       liabilities in the calculation. The Fund's other assets and liabilities are disclosed in the Statement of
       Assets and Liabilities.
   
- --------------------------------------------------------------------------------------------------------------------
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       30

<PAGE>
  AARP HIGH QUALITY TAX FREE MONEY FUND


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
  LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>


                                                                                     Principle     Credit 
                                                                                     Amount($)    Rating(b)    Value($)
- -----------------------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>            <C>       <C>      
- -----------------------------------------------------------------------------------------------------------------------
  MUNICIPAL INVESTMENTS 99.3%
- -----------------------------------------------------------------------------------------------------------------------

ALASKA
Alaska Housing Finance Corp., General Mortgage Revenue, Series 1991-A, Weekly
 Demand Note, 3.85%, 6/1/26* ......................................................  3,000,000      A-1+      3,000,000

ARIZONA
Apache County, AZ, Industrial Development Authority, Tucson Electric Power Co.,
 Series 1983 C, Weekly Demand Note, 3.85%, 12/15/18* ..............................  1,000,000      A-1       1,000,000
Maricopa County, AZ, Pollution Control Revenue, Palos Verde Project,
 Series 1985 G, Tax Exempt Commercial Paper, 3.6%, 10/16/96 .......................  2,000,000      A-1       2,000,000
Maricopa County, AZ, Pollution Control Revenue, Public Service of New Mexico,
 Weekly Demand Note, 3.9%, 11/1/22* ...............................................  4,000,000      A-1+      4,000,000
Pima County, AZ, Industrial Development Authority, Tucson Electric Power Co.,
 Weekly Demand Note, 3.8%, 10/1/22* ...............................................  3,900,000      A-1+      3,900,000
Pima County, AZ, Industrial Development Authority, Tucson Electric Power Co.
 Series 1982 A, Weekly Demand Note, 3.8%, 7/1/22* .................................  1,000,000      A-1+      1,000,000
Pinal County, AZ, Pollution Control Revenue, Magma Copper, Weekly Demand
 Note, 3.9%, 12/1/11* .............................................................  1,900,000      A-1       1,900,000

CALIFORNIA
Anaheim, CA, Multi-Family Housing Revenue, Harbor Cliff Project,
 Variable Rate Demand Note, 3.55%, 7/1/06* ........................................  1,000,000      MIG1      1,000,000
California State Revenue Anticipation Note, Series 1996, 4.5%, 6/30/97 ............  1,000,000      SP1+      1,003,798
Orange County, CA, Irvine Ranch Water District, Series 1985 B,
 Variable Rate Demand Bond, 3.65%, 10/1/05* .......................................  1,000,000      A-1       1,000,000
Los Angeles County, CA, Tax and Revenue Anticipation Notes, Series 1996 A,
 4.5%, 6/30/97 ....................................................................  2,000,000      MIG1      2,009,326
Southern California Pollution Control Revenue, Edison Co., Series 1986 A,
 Daily Demand Note, 3.85%, 2/28/08* ...............................................  1,000,000      A-1+      1,000,000

COLORADO
Clear Creek County, CO, Colorado Counties Financing Program, Series 1988,
 Weekly Demand Note, 3.9%, 6/1/98* ................................................    155,000      A-1+        155,000
Colorado Health Facilities Authority, Composite Issue for Kaiser Permanente,
 Series 1995 A, Weekly Demand Note, 3.9%, 8/1/15* .................................  3,000,000      A-1+      3,000,000

FLORIDA
Dade County, FL, Industrial Development Authority Revenue, Dolphins
 Stadium Project:
   Series C, Weekly Demand Note, 3.85%, 1/1/16* ...................................  1,000,000      A-1+      1,000,000
   Series D, Weekly Demand Note, 3.85%, 1/1/16* ...................................  1,300,000      A-1+      1,300,000
Jacksonville, FL, Pollution Control Revenue, Florida Power and Light, Series 1994,
 Tax Exempt Commercial Paper, 3.6%, 10/10/96 ......................................  1,000,000      MIG1      1,000,000
Orlando, FL, Wastewater Systems Revenue, Series 1990 A, Tax Exempt
 Commercial Paper, 3.5%, 11/19/96 .................................................  2,000,000      A-1+      2,000,000
Putnam County, FL, Pollution Control Revenue, Seminole Electric, Cooperative
 Finance Corp., Series 1984 H-1, Weekly Demand Note, 3.4%, 3/15/14* ...............  4,250,000      A-1+      4,250,000
Sarasota County, FL, Public Hospital District, Sarasota Memorial, Series 1985 A
 Tax Exempt Commercial Paper, 3.6%, 10/18/96 ......................................  2,500,000      P1        2,500,000

GEORGIA
Gordon County, GA, Industrial Development Authority Revenue, Sara Lee Corp.
 Project, Series 1989, Weekly Demand Note, 3.85%, 3/1/02* .........................  1,400,000      A-1+      1,400,000

INDIANA
City of Sullivan, IN, National Rural Utilities Cooperative Finance Corp.,
Hoosier Energy Rural Electric, Tax Exempt Commercial Paper, 3.5%, 11/21/96 ........  2,000,000      A-1+      2,000,000
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       31

<PAGE>

  AARP HIGH QUALITY TAX FREE MONEY FUND


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
  
- -----------------------------------------------------------------------------------------------------------------------

                                                                                     Principle     Credit 
                                                                                     Amount($)    Rating(b)    Value($)
- -----------------------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>            <C>       <C>      
Hoosier City of Sullivan, IN, Cooperative Finance Corporation, Series, 1985 L4,
 Tax Exempt Commercial Paper, 3.55%, 10/8/96 ......................................  2,200,000      A-1+      2,200,000

IOWA
Iowa School Corporation Warrant Certificates, Iowa Schools Cash Anticipation
 Program, Series B, 4.25%, 1/30/97(c) .............................................  1,750,000      SP1+      1,754,764
West Des Moines, IA, Commercial Development Revenue, Greyhound Lines,
 Weekly Demand Note, 3.8%, 12/1/14* ...............................................  6,400,000      A-1+      6,400,000

KENTUCKY
Kentucky Development Finance Authority, Health Care System, Appalachian
 Regional Health Care, Series 1991, Weekly Demand Note, 3.85%, 9/1/06* ............  6,800,000      MIG1      6,800,000

MARYLAND
Ann Arrundel County, MD, Baltimore Electric & Gas Company, Tax Exempt
 Commercial Paper, 3.65%, 12/10/96 ................................................    900,000      A-1         900,000

MASSACHUSETTS
Massachusetts Bay Transportation Authority, MA, Series B, 4.75%, 9/5/97 ...........  2,000,000      SP-1      2,014,284

MINNESOTA
Cottage Grove, MN, Minnesota Mining and Manufacturing, Series 1982,
 Weekly Demand Note, 3.79%, 8/1/12* ...............................................    300,000      A-1+        300,000

MISSISSIPPI
Jackson County, MS, Pollution Control Revenue Refunding, Chevron USA Project,
 Series 1993, Daily Demand Note 3.7%, 6/1/23* .....................................    900,000      P1          900,000
Perry County, MS, Pollution Control Revenue, Leaf River Forest Products,
 Daily Demand Note, 3.75%, 3/1/02* ................................................    800,000      P1          800,000

MISSOURI
Missouri HEFA School District Advance Funding Note, Series 1996 C, Kansas City
 School District, 4.5%, 9/8/97 ....................................................  1,000,000      SP1+      1,005,416

NEVADA
Clark County, NV, Airport System, McCarran International Airport, Series A,
 Weekly Demand Note, 3.8%, 7/1/12*(c) .............................................  3,000,000      A-1+      3,000,000

NEW HAMPSHIRE
New Hampshire Business Finance Authority, Connecticut Light & Power, 
 Weekly Demand Note, 3.9%, 12/1/22* ...............................................  1,700,000      A-1+      1,700,000

NEW MEXICO
Albuquerque, NM, Gross Receipts/Lodger's Tax, Series 19991 A, Weekly Demand
 Note, 3.9%, 7/1/22* ..............................................................  2,000,000      A-1+      2,000,000
Farmington, NM, Pollution Control Revenue, Arizona Public Service Co.,
 Series 1994 B, Daily Demand Note, 3.75%, 9/1/24* .................................    300,000      P1          300,000

NEW YORK
New York State Energy Research & Development Authority, Pollution Control,
 NYS Electric and Gas, Daily Demand Note, 3.75%, 6/1/29* ..........................    500,000      A-1+        500,000
New York Municipal Water Authority, Series 1994 G, 3.75%, 6/15/24*(c) .............    350,000      MIG1        350,000
New York City General Obligation, Series 1994 H-3, Tax Exempt
 Commercial Paper, 3.75%, 11/12/96(c) .............................................  1,000,000      A-1+      1,000,000
New York City, NY, General Obligation, Series A-4, Daily Demand Note,
 4%, 8/1/22* ......................................................................    900,000      MIG1        900,000

PENNSYLVANIA
Allegheny County, PA, General Obligation, Tender Option Bond, Weekly Demand
 Note, Series C38, 3.9%, 9/1/04*(c) ...............................................  1,000,000      MIG1      1,000,000
Emmaus, PA, General Authority, Local Government Revenue Bond Pool Program:
 1989 Series E, Weekly Demand Note, 3.95%, 3/1/24* ................................  1,800,000      A-1       1,800,000
 1989 Series E-6, Weekly Demand Note, 3.95%, 3/1/24* ..............................  2,000,000      A-1+      2,000,000
 1989 Series E-8, Weekly Demand Note, 3.95%, 3/1/24* ..............................  1,200,000      A-1+      1,200,000
</TABLE>


    The accompanying notes are an integral part of the financial statements

                                       32

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
  
- -----------------------------------------------------------------------------------------------------------------------

                                                                                     Principle     Credit 
                                                                                     Amount($)    Rating(b)    Value($)
- -----------------------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>            <C>     <C>      
Langhorne, PA, Franciscan Health System Pooled Financing, Saint Mary Hospital
 Authority, Series A, Daily Demand Note, 3.85%, 12/1/24* ..........................    200,000      A-1+        200,000
Philadelphia, PA, Tax and Revenue Anticipation Notes, Series 1996 A, 4.5%,
 6/30/97 ..........................................................................  2,000,000      MIG1      2,007,874
Philadelphia, PA, School District, Tax and Revenue Anticipation Notes,
 Series 1996-1997, 4.5%, 6/30/97 ..................................................  3,000,000      SP1       3,010,763

TENNESSEE
Franklin, TN, Industrial Development Revenue, Franklin Oaks Apartments,
 Weekly Demand Note, 3.65%, 12/1/07* ..............................................  5,000,000      MIG1      5,000,000

TEXAS
Brazos, TX, Harbor Institutional Project, Series 1986, Tax Exempt
 Commercial Paper, 3.6%, 10/9/96 ..................................................    960,000      A-1         960,000
Grapevine, TX, Industrial Development Corp., American Airlines, Series B2
 Daily Demand Note, 3.9%, 12/1/24* ................................................    500,000      P1          500,000
Grapevine, TX, Industrial Development Corp., American Airlines, Series B4,
 Daily Demand Note, 3.9%, 12/1/24* ................................................    600,000      P1          600,000
Harris County, TX, Tax Anticipation Notes, Series 1996, 4.5%, 2/28/97 .............  1,000,000      MIG1      1,002,973
Lone Star, TX, Airport Improvement Authority, 1995 Series A-3, Daily Demand
 Note, 3.9%, 12/1/14* .............................................................    200,000      MIG1        200,000
San Antonio, TX, Electric and Gas, City Public Services, Series 1995 A, Tax Exempt
 Commercial Paper, 3.1%, 10/25/96 .................................................  1,500,000      A-1+      1,500,000
Texas General Obligation, Veterans Housing Assistance Refunding Bonds,
 Series 1995, Weekly Demand Note, 3.8%, 12/1/16* ..................................  1,500,000      A-1+      1,500,000
State of Texas, Tax and Revenue Anticipation Notes, Series 1996, 4.75%, 8/29/97 ...  2,000,000      SP1+      2,014,612

UTAH
Salt Lake City UT, Pooled Hospital Financing, Tax Exempt Commercial Paper,
 3.5%, 10/15/96 ...................................................................  1,000,000      A-1+      1,000,000

VERMONT
Vermont Educational and Health Buildings Financing Agency, Revenue
 Capital Asset Financing, Series 2005 A, 3.8%, 8/1/05* ............................  3,600,000      MIG1      3,600,000

WASHINGTON
Seattle, WA, Municipal Light & Power, Series 1993, Weekly Demand Note,
 3.9%, 11/1/18* ...................................................................  1,900,000      A-1+      1,900,000
Washington Health Care Facilities Authority:
 Sisters of Providence, Series 1985-E, Daily Demand Note, 3.75%, 10/1/05* .........  1,000,000      A-1+      1,000,000
 Yakima Valley Memorial Hospital Association, Series 1996, 3.6%, 12/1/96 ..........    800,000      AAA         800,000

WISCONSIN
Milwaukee, WI, Promissory Notes, General Obligation, Series 1996 B-6,
 3.8%, 2/15/97 ....................................................................  1,495,000      AA        1,498,545

WYOMING
Sweetwater County, WY, Pollution Control Revenue Refunding, Pacificorp Project,
 Series 1990 A, Weekly Demand Note, 3.8%, 7/1/15* .................................  2,000,000      MIG1      2,000,000
                                                                                                            -----------
TOTAL MUNICIPAL INVESTMENTS (COST $110,537,355) ...................................                         110,537,355
                                                                                                            -----------

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
  SUMMARY                                                                               % OF NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------

<S>                                                                                           <C>           <C>        
                    TOTAL INVESTMENT PORTFOLIO (COST $110,537,355)(a) ....................     99.3         110,537,355
                    OTHER ASSETS AND LIABILITIES, NET ....................................      0.7             727,373
                                                                                              -----         -----------
                    NET ASSETS ...........................................................    100.0         111,264,728
                                                                                              =====         ===========
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       33

<PAGE>

  AARP HIGH QUALITY TAX FREE MONEY FUND

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

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

    *  Floating rate demand notes are securities whose interest rates vary with
       a designated market index or market rate, such as the coupon-equivalent
       of the U.S. Treasury bill rate. Variable rate demand notes are securities
       whose interest rates are reset periodically at levels that are generally
       comparable to tax-exempt commercial paper. These securities are payable
       on demand within seven calendar days and normally incorporate an
       irrevocable letter of credit or line of credit from a major bank. Since
       these securities are payable on demand, they are valued at 100% of their
       principal.

  (a)  At September 30, 1996, the net unrealized depreciation on investments
       based on cost for federal income tax purposes of $110,631,317 was as
       follows:

       Aggregate gross unrealized depreciation for all investments
       in which there is an excess of tax cost over value .........   $(93,962)
                                                                      ======== 

  (b)  (Unaudited) All of the securities held have been determined to be of
       appropriate credit quality as required by the Fund's investment
       objectives. Credit ratings shown are either Standard & Poor's Ratings
       Group, Moody's Investors Service, Inc. or Fitch Investors Service, Inc.
       Unrated securities (NR) and securities rated by Scudder (SS&C) have been
       determined to be of comparable quality to rated eligible securities.

  (c)  (Unaudited) Bond is insured by one of these companies: AMBAC, FGIC, FSA,
       or MBIA.

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

       At September 30, 1996, and to the extent provided in regulations, the
       Fund had capital loss carryforwards of approximately $608,379 of which
       $170,432 expires September 30, 1997, $19,559 expires September 30, 1999,
       $323,801 expires September 30, 2000, $401 expires September 30, 2001,
       $89,046 expires September 30, 2003, $5,140 expires September 30, 2004. In
       addition, from November 1, 1995 through September 30, 1996, the Fund
       incurred approximately $217,594 of net realized capital losses which the
       Fund intends to elect to defer and treat as arising in the fiscal year
       ended September 30, 1997.

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

       Percentage breakdown of investments is based on total net assets of the
       Fund. The total net assets of the Fund are comprised of the Fund's
       investment portfolio, other assets and liabilities. The percentage of the
       investment portfolio may be greater or less than 100% due to the
       inclusion of the Fund's assets and liabilities in the calculation. The
       Fund's other assets and liabilities are disclosed in the Statement of
       Assets and Liabilities.





    The accompanying notes are an integral part of the financial statements

                                       34

<PAGE>
  AARP GNMA AND U.S. TREASURY FUND

<TABLE>
- ----------------------------------------------------------------------------------------------------------------------
  LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996 
- ----------------------------------------------------------------------------------------------------------------------

Principal                                                                                                    Market
Amount($)                                                                                                   Value($)
- ----------------------------------------------------------------------------------------------------------------------

<S>     <C>           <C>                                                                                <C>
- ----------------------------------------------------------------------------------------------------------------------
  REPURCHASE AGREEMENTS 0.5%
- ----------------------------------------------------------------------------------------------------------------------

         26,622,000   Repurchase Agreement with Donaldson, Lufkin and Jenrette dated 9/30/96 at 5.70% 
                        to be repurchased at $26,626,215 on 10/1/96, collateralized by a $27,114,000
                        U.S. Treasury Note, 6.125%,  9/30/00, (COST $26,622,000) ......................     26,622,000
                                                                                                         -------------
- ----------------------------------------------------------------------------------------------------------------------
  U.S. TREASURY OBLIGATIONS 33.1%
- ----------------------------------------------------------------------------------------------------------------------

        150,000,000   U.S. Treasury Note, 5.625%, 10/31/97 ............................................    149,649,000
        300,000,000   U.S. Treasury Note, 5.25%, 12/31/97 .............................................    297,609,000
        175,000,000   U.S. Treasury Note, 6.125%, 5/15/98 .............................................    175,218,750
        200,000,000   U.S. Treasury Note, 5.0%, 1/31/99 ...............................................    194,938,000
        250,000,000   U.S. Treasury Note, 5.50%, 2/28/99 ..............................................    246,132,500
        200,000,000   U.S. Treasury Note, 6.875%, 7/31/99 .............................................    202,968,000
        360,000,000   U.S. Treasury Note, 6.0%, 8/15/99 ...............................................    357,469,200
                                                                                                         -------------
                      TOTAL U.S. TREASURY OBLIGATIONS (COST $1,630,584,011) ...........................  1,623,984,450
                                                                                                         -------------

- ----------------------------------------------------------------------------------------------------------------------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION* 65.9%
- ----------------------------------------------------------------------------------------------------------------------

        618,529,061   6.50% with various maturities to 5/15/26 ........................................    580,354,367
        673,093,309   7.00% with various maturities to 7/15/25 ........................................    651,628,516
        207,213,441   7.50% with various maturities to 6/15/26 ........................................    205,020,978
        188,611,417   8.00% with various maturities to 11/15/23 .......................................    191,260,566
        444,138,044   8.50% with various maturities to 9/15/26 ........................................    458,101,856
        496,933,743   9.00% with various maturities to 4/15/26 ........................................    525,485,170
        299,492,348   9.50% with various maturities to 9/15/24 ........................................    322,676,078
        227,243,557   10.00% with various maturities to 12/15/24 ......................................    248,342,764
            141,203   10.25% with a maturity of 12/15/98 ..............................................        148,087
         19,246,842   10.50% with various maturities to 1/20/21 .......................................     21,319,891
          4,025,582   11.50% with various maturities to 2/15/16 .......................................      4,593,671
          7,952,389   12.00% with various maturities to 7/15/15 .......................................      9,258,471
          6,109,038   12.50% with various maturities to 8/15/15 .......................................      7,171,566
          1,441,856   13.00% with various maturities to 8/20/15 .......................................      1,707,313
            865,092   13.50% with various maturities to 10/15/14 ......................................      1,041,010
            331,829   14.00% with various maturities to 12/15/14 ......................................        404,767
             95,793   14.50% with a maturity of 10/15/14 ..............................................        118,214
            237,143   15.00% with various maturities to 10/15/12 ......................................        292,642
            276,833   16.00% with a maturity of 2/15/12 ...............................................        344,458
                                                                                                         -------------
                      TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 
                        (COST $3,225,098,366) .........................................................  3,229,270,385
                                                                                                         -------------

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
  SUMMARY       % OF NET ASSETS
- ----------------------------------------------------------------------------------------------------------------------

<S>                   <C>                                                                   <C>          <C>
                      TOTAL INVESTMENT PORTFOLIO (COST $4,882,304,377)(a) ................   99.5        4,879,876,835
                      OTHER ASSETS AND LIABILITIES, NET ..................................    0.5           24,563,009
                                                                                            -----        -------------
                      NET ASSETS .........................................................  100.0        4,904,439,844
                                                                                            =====        =============
</TABLE>




    The accompanying notes are an integral part of the financial statements

                                       35

<PAGE>


  AARP GNMA AND U.S. TREASURY FUND

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

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


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

    *  Effective maturities will be shorter due to prepayments.

<TABLE>
  (a)  At September 30, 1996, the net unrealized depreciation on investments
       based on cost for federal income tax purposes of $4,882,304,377 was as
       follows:
<CAPTION>

       <S>                                                         <C>
       Aggregate gross unrealized appreciation for all investments
       in which there is an excess of value over tax cost ........ $ 33,904,328

       Aggregate gross unrealized depreciation for all investments 
       in which there is an excess of tax cost over value ........  (36,331,870)
                                                                   ------------ 

       Net unrealized depreciation ............................... $ (2,427,542)
                                                                   ============ 
</TABLE>

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

       Purchases and sales of investment securities, all of which were U.S.
       Government obligations and U.S. Government Agencies (excluding short-term
       investments), for the year ended September 30, 1996, aggregated
       $5,937,809,268 and $4,285,162,696, respectively.

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

       At September 30, 1996, and to the extent provided in regulations, the
       Fund had capital loss carryforwards of approximately $322,435,519 all of
       which expires September 30, 2003.

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

       Percentage breakdown of investments is based on total net assets of the
       Fund. The total net assets of the Fund are comprised of the Fund's
       investment portfolio, other assets and liabilities. The percentage of the
       investment portfolio may be greater or less than 100% due to the
       inclusion of the Fund's assets and liabilities in the calculation. The
       Fund's other assets and liabilities are disclosed in the Statement of
       Assets and Liabilities.





    The accompanying notes are an integral part of the financial statements

                                       36

<PAGE>

AARP HIGH QUALITY BOND FUND

<TABLE>
- ----------------------------------------------------------------------------------------------
LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996
- ----------------------------------------------------------------------------------------------
<CAPTION>

Principal                                                                             Market
Amount($)                                                                            Value($)
- ----------------------------------------------------------------------------------------------

<S>                                                                                <C>        
- ----------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS 9.7%
- ----------------------------------------------------------------------------------------------

    27,994,000  Repurchase Agreement with Donaldson, Lufkin & Jenrette 
                  dated 9/30/96 at 5.7% to be repurchased at 
                  $27,998,432 on 10/1/96 collateralized by a 
                  $26,773,000 U.S. Treasury Note, 7.75%, 1/31/00 ...............    27,994,000

    21,940,000  Repurchase Agreement with State Street Bank dated 
                  9/30/96 at 5.3% to be repurchased at $21,943,230 
                  on 10/1/96 collateralized by a $22,233,000 U.S. 
                  Treasury Note, 6%, 8/31/97 ...................................    21,940,000
                                                                                   -----------
                TOTAL REPURCHASE AGREEMENTS (COST $49,934,000) .................    49,934,000
                                                                                   -----------
- ----------------------------------------------------------------------------------------------
SHORT-TERM NOTES 7.6%
- ----------------------------------------------------------------------------------------------

    20,000,000  Federal Farm Credit Bank, 4.63%, 10/9/96 .......................    19,976,889
    19,000,000  Federal Home Loan Bank, 2.59%, 10/2/96 .........................    18,997,271
                                                                                   -----------
                TOTAL SHORT-TERM NOTES (COST $38,974,160) ......................    38,974,160
                                                                                   -----------
- ----------------------------------------------------------------------------------------------
COMMERCIAL PAPER 3.9%
- ----------------------------------------------------------------------------------------------

    20,000,000  Associates Corp. of North America, 5.21%, 10/29/96 
                  (COST $19,916,000) ...........................................    19,916,000
                                                                                   -----------
- ----------------------------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS 25.9%
- ----------------------------------------------------------------------------------------------

    40,000,000  U.S. Treasury Note, 5.75%, 10/31/97 (c) ........................    39,962,400
    30,000,000  U.S. Treasury Note, 6.75%, 5/31/99 (c) .........................    30,360,900
    12,500,000  U.S. Treasury Note, 6.875%, 7/31/99 ............................    12,685,500
    25,000,000  U.S. Treasury Note, 5.75%, 8/15/03 .............................    23,847,750
    25,000,000  U.S. Treasury Note, 7.25%, 8/15/04 (c) .........................    25,898,500
                                                                                   -----------
                TOTAL U.S. TREASURY OBLIGATIONS (COST $133,291,993) ............   132,755,050
                                                                                   -----------
- ----------------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCY PASS-THRUS* 19.9%
- ----------------------------------------------------------------------------------------------

    10,122,945  Federal Home Loan Mortgage Corp., 8%, 4/1/08 ...................    10,355,570
     6,576,814  Federal National Mortgage Association, 8%, 5/1/07 ..............     6,725,910
     9,025,211  Federal National Mortgage Association, 8.5%, 11/1/09 ...........     9,372,049
     8,718,803  Federal National Mortgage Association, 8%, 12/1/09 .............     8,916,459
     6,822,599  Federal National Mortgage Association, 6.5%, 10/1/25 ...........     6,413,243
    24,106,730  Federal National Mortgage Association, 6.5%, 11/1/25 ...........    22,660,327
     2,440,099  Federal National Mortgage Association, 6.5%, 11/1/25 ...........     2,291,400
     2,381,781  Federal National Mortgage Association, 6.5%, 11/1/25 ...........     2,238,875
    32,000,000  Federal National Mortgage Association, 8.5%, TBA (b) ...........    32,819,840
                                                                                   -----------
                TOTAL U.S. GOVERNMENT AGENCY PASS-THRUS (COST $103,052,596) ....   101,793,673
                                                                                   -----------
- ----------------------------------------------------------------------------------------------
FOREIGN BONDS - U.S.$ DENOMINATED 5.5%
- ----------------------------------------------------------------------------------------------

    15,000,000  Abbey National PLC Global Medium Term Note, 6.69%, 10/17/05 ....    14,441,250
    15,000,000  Province of Ontario Global, 6%, 2/21/06 ........................    13,829,100
                                                                                   -----------
                TOTAL FOREIGN BONDS - U.S.$ DENOMINATED (COST $29,928,700) .....    28,270,350
                                                                                   -----------
</TABLE>




    The accompanying notes are an integral part of the financial statements

                                       37


<PAGE>

AARP HIGH QUALITY BOND FUND

<TABLE>
<CAPTION>

Principal                                                                              Market
Amount($)                                                                             Value($)
- ----------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------
ASSET BACKED 5.4%
- ----------------------------------------------------------------------------------------------
<S>                                                                      <C>       <C>
HOME EQUITY LOANS 4.5%
     22,727,121  The Money Store Inc. Home Equity Trust Series 
                   1996-B A1, 6.72%, 3/15/10 ...................................    22,762,632
MANUFACTURED HOUSING 0.9%
      4,500,000  Merrill Lynch Mortgage Investors Inc., "B", Series 
                   1991-D, 9.85%, 7/15/11 ......................................     4,734,810
                                                                                   -----------
                 TOTAL ASSET BACKED (COST $27,186,340) .........................    27,497,442
                                                                                   -----------
- ----------------------------------------------------------------------------------------------
CORPORATE BONDS 24.0%
- ----------------------------------------------------------------------------------------------

CONSUMER STAPLES 3.2%
     15,000,000  Coca Cola Enterprises, Inc., 8.5%, 2/1/22 .....................    16,362,450
                                                                                   -----------
FINANCIAL 9.9%
      1,500,000  American Express Credit Corp., 11.625%, 12/12/00 ..............     1,606,875
     15,000,000  Associates Corp. of North America, 6.625%, 5/15/01 ............    14,849,400
      7,550,000  BankAmerica Corp., 7.125%, 5/1/06 .............................     7,431,465
     20,000,000  Fleet Financial Group Inc., 6%, 10/26/98 ......................    19,842,400
      7,450,000  Wells Fargo & Co., 6.875%, 4/1/06 .............................     7,193,869
                                                                                   -----------
                                                                                    50,924,009
                                                                                   -----------
TECHNOLOGY 2.7%
     15,000,000  In-ternational Business Machines Corp., 7%, 10/30/45 ..........    13,704,600
                                                                                   -----------
ENERGY 6.4%
     15,000,000  Atlantic Richfield Co., 9.125%, 8/1/31 ........................    17,619,000
     15,000,000  Norsk Hydro AS, 7.75%, 6/15/23 ................................    14,919,300
                                                                                   -----------
                                                                                    32,538,300
                                                                                   -----------
UTILITIES 1.8%
     10,000,000  Public Service Electric & Gas Co. 1st Refunding 
                   Mortgage, 6.25%, 1/1/07 .....................................     9,145,800
                                                                                   -----------
                 TOTAL CORPORATE BONDS (COST $124,101,989) .....................   122,675,159
                                                                                   -----------

- ----------------------------------------------------------------------------------------------
SUMMARY                                                            % OF NET ASSETS
- ----------------------------------------------------------------------------------------------

                 TOTAL INVESTMENT PORTFOLIO (COST $526,385,778) (a) ...  101.9     521,815,834
                 OTHER ASSETS AND LIABILITIES, NET ....................   (1.9)     (9,910,668)
                                                                         -----     -----------
                 NET ASSETS ...........................................  100.0     511,905,166
                                                                         =====     ===========

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


*    Effective maturities will be shorter due to prepayments.

TBA To be announced

<CAPTION>
<S>                                                                                <C>
(a)  At September 30, 1996, the net unrealized depreciation on investments based
     on cost for federal income tax purposes of $526,385,778 was as follows:

     Aggregate gross unrealized appreciation for all investments in which there
     is an excess of value over tax cost .......................................   $ 1,610,998

     Aggregate gross unrealized depreciation for all investments in which there
     is an excess of tax cost over value .......................................    (6,180,942)
                                                                                   -----------
     Net unrealized depreciation ...............................................   $(4,569,944)
                                                                                   ===========

(b)  Security purchased on a when-issued basis (See Note 1 of Notes to the Financial Statements).

</TABLE>




    The accompanying notes are an integral part of the financial statements

                                       38

<PAGE>


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


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



(c)  At September 30, 1996, these securities, in whole or in part, have been
     segregated to cover when-issued securities.
- -------------------------------------------------------------------------------
     The aggregate face value of futures contracts opened and closed during the
     year ended September 30, 1996 was $2,745,543,197 and $2,745,543,197,
     respectively.
- -------------------------------------------------------------------------------
     For the year ended September 30, 1996, purchases and sales of investment
     securities (excluding short-term and U.S. Government obligations and U.S.
     Government agencies) aggregated $135,968,590 and $74,784,828, respectively.
     Purchases and sales of U.S. Government obligations and U.S. Government
     Agencies aggregated $639,930,969 and $725,671,135, respectively. In
     addition, the Fund wrote and closed options on U.S. Treasury Bonds
     (premiums received $268,688).
- -------------------------------------------------------------------------------
     At September 30, 1996, and to the extent provided in regulations, the Fund
     had a capital loss carryforward of approximately $7,897,530 which expires
     September 30, 2003. In addition, from November 1, 1995 through September
     30, 1996, the Fund incurred approximately $860,534 of net realized capital
     losses which the Fund intends to elect to defer and treat as arising in the
     fiscal year ended September 30, 1997.
- -------------------------------------------------------------------------------
     Percentage breakdown of investments is based on total net assets of the
     Fund. The total net assets of the Fund are comprised of the Fund's
     investment portfolio, other assets and liabilities. The percentage of the
     investment portfolio may be greater or less than 100% due to the inclusion
     of the Fund's assets and liabilities in the calculation. The Fund's other
     assets and liabilities are disclosed in the Statement of Assets and
     Liabilities.





    The accompanying notes are an integral part of the financial statements

                                       39

<PAGE>

AARP INSURED TAX FREE GENERAL BOND FUND


<TABLE>
- -------------------------------------------------------------------------------------------------------------
LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------


<S>                                                                          <C>            <C>    <C>      
- -------------------------------------------------------------------------------------------------------------
SHORT-TERM MUNICIPAL INVESTMENTS (Under 1 year) - 6.6%
- -------------------------------------------------------------------------------------------------------------

ALABAMA
Phoenix City, AL, Industrial Development Bond, Mead Coated 
   Board Project, Daily Demand Note, 4.1%, 10/1/25* .......................   3,100,000     A1      3,100,000

CALIFORNIA
San Diego County, California, Water Authority, Certificate of Participation:
   5.632%, 4/25/07*(c) ....................................................   6,300,000     AAA     6,481,629
   5.681%, 4/22/09*(c) ....................................................   4,500,000     AAA     4,605,795

DISTRICT OF COLUMBIA
District of Columbia, General Obligation, Refunding Bonds, 
   Series A6, Daily Demand Note, 4.1%, 10/1/07* ...........................     400,000     A         400,000

FLORIDA
Halifax Hospital Medical Center, FL, Hospital Revenue, Auction 
   Reset Security, Series A, 3.7%, 10/1/19*(c) ............................  11,000,000     AAA    11,000,000
Volusia County, FL, Health Facility Authority Revenue Health 
   FAC-S Alliance Community, Variable Rate Demand Note, 4%, 9/1/20* .......   1,000,000     A1+     1,000,000

ILLINOIS
Illinois Educational Facilities Authority, University Pooled 
   Finance Program, Weekly Demand Note, 3.9%, 12/1/05*(c) .................   5,000,000     MIG1    5,000,000
Illinois Health Facilities Authority, Rush Presbyterian St. 
   Luke's Hospital, Tax Exempt Commercial Paper, 
   Series 1989, 3.5%, 10/22/96 ............................................   1,100,000     A1+     1,100,000

INDIANA
Trustees of Purdue University Student Fee Revenue Bonds, 
   Series 1995K, Weekly Demand Bond, 3.8%, 7/1/20* ........................   5,000,000     MIG1    5,000,000

KANSAS
Burlington, KS, Environmental Improvement Revenue, Kansas City
   Power & Light, Municipal Auction Security, 
   Series B, 3.64%, 12/1/23* ..............................................  16,000,000     A      16,000,000

MASSACHUSETTS
Massachusetts Education Loan Authority Revenues, Issue E, 
   Series 1996A, Weekly Demand Note, 3.8%, 7/1/14* ........................   1,000,000     A1+     1,000,000
Massachusetts Health & Educational Facilities Authority, Capital
   Asset Program:
   Series 1989G-1, Weekly Demand Note, 3.7%, 1/1/19*(c) ...................     800,000     AAA       800,000
   Series D, Weekly Demand Note, 3.75%, 1/1/35*(c) ........................     100,000     SP1+      100,000
Massachusetts Industrial Finance Agency, Resource Recovery, 
   Ogden Haverhill Project, Weekly Demand Note, 3.8%, 12/1/06* ............   1,600,000     MIG1    1,600,000
Massachusetts State Health and Educational Facilities, 
   Boston University, Select Auction Variable Rate 
   Securities, 3.53%, 10/1/31*(c) .........................................   1,000,000     AAA     1,000,000

MICHIGAN
Grand Rapids, MI, Water Supply Revenue Bonds, Series 1993,
    Weekly Demand Note, 3.7%, 1/1/20*(c) ..................................   3,000,000     MIG1    3,000,000

NEW YORK
New York City Municipal Water Finance Authority, Series 1994G 
    Variable Rate Demand Note, 3.75%, 6/15/24*(c) .........................     300,000     MIG1      300,000
New York City, NY, General Obligation, Unlimited Tax 
    Series A4, 3.9%, 8/1/21* ..............................................   7,600,000     MIG1    7,600,000
New York State Energy, Brooklyn Union Gas, Select Auction 
    Variable Rate Securities, 3.59%, 4/1/20* ..............................  10,000,000     A      10,000,000
New York State General Obligation, Tax Exempt Commercial Paper,
    Series R, 3.45%, 10/9/96 ..............................................   4,000,000     A       4,000,000

NORTH CAROLINA
Durham, NC, General Obligation, Variable Rate 
    Demand Note, 3.8%, 2/1/12* ............................................     100,000     A1        100,000


</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       40

<PAGE>
<TABLE>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
OHIO
Cuyahoga County, OH, Health & Education, University Hospital 
   of Cleveland, Daily Demand Note, 3.95%, 1/1/16* ........................   1,300,000     MIG1    1,300,000

PENNSYLVANIA
Philadelphia, PA, Hospital and Higher Education Facilities Authority, Daily
Demand Note, 4%, 3/1/27* ..................................................   5,300,000     A1+     5,300,000

PUERTO RICO
Puerto Rico, Series 1996, Variable Rate Demand Bond, 3.65%, 7/1/01*(c) ....   3,000,000     AAA     3,000,000

SOUTH CAROLINA
Charleston, SC, Industrial Refunding Revenue Bonds, Massey Coal
   Terminal, Daily Demand Bond, 3.75%, 1/1/07* ............................     450,000     P1        450,000

TEXAS
Grapevine, TX, Industrial Development Authority Corp., Series A4,
   Daily Demand Note, 3.9%, 12/1/24* ......................................   1,700,000     P1      1,700,000

UTAH
Intermountain Power Agency, UT, Power Supply Revenue,
   Series 1993, 5.55%, 7/1/11* ............................................   7,000,000     AAA     6,760,250

VIRGINIA
Peninsula Port Authority, VA, Shell Oil, Daily 
   Demand Note, 3.75%, 12/1/05* ...........................................   3,600,000     SS&C    3,600,000
Winchester County, VA, Industrial Development Authority, 
   Hospital Revenue, 6.3%, 1/1/15*(c) .....................................   5,700,000     AAA     5,432,442

WASHINGTON
Tacoma, WA, Electric System Revenue, 6.51%, 1/2/15*(c) ....................   6,000,000     AAA     6,268,620
                                                                                                  -----------
TOTAL SHORT-TERM MUNICIPAL INVESTMENTS (COST $116,519,925) ................                       116,998,736
                                                                                                  -----------
- -------------------------------------------------------------------------------------------------------------
LONG-TERM MUNICIPAL INVESTMENTS (Over 1 year) - 92.5%
- -------------------------------------------------------------------------------------------------------------
ALASKA
Alaska State Housing Finance Corp., Veterans Mortgage, First 
   Program, Series F, GNMA Collateralized, 8.1%, 9/1/20 ...................   4,340,000     AAA     4,455,227
Anchorage, AK, Electric Utility Revenue, Senior Lien, 6.5%, 12/1/07 (c) ...   2,620,000     AAA     2,910,296
North Slope Borough, AK, General Obligation:
    Capital Appreciation, Series A, Zero Coupon, 6/30/06 (c) ..............   4,000,000     AAA     2,343,360
    Capital Appreciation, Series B, Zero Coupon:
       6/30/05 (c) ........................................................  25,600,000     AAA    15,978,496
       6/30/04 (c) ........................................................  15,500,000     AAA    10,287,350
    Series B, Zero Coupon, 1/1/03 (c) .....................................  16,000,000     AAA    11,557,440

ARIZONA
Arizona State, Municipal Finance Program, Certificate of 
    Participation, Series 25, 7.875%, 8/1/14 (c) ..........................   3,500,000     AAA     4,436,740
Maricopa County, AZ:
    School District #28, Kyrene Elementary, 
        Series B, Zero Coupon, 1/1/04(c) ..................................   6,000,000     AAA     4,152,360
    School District #6, Washington Elementary, 
        Series B, 4.1%, 7/1/13 (c) ........................................   2,950,000     AAA     2,443,574
    Unified School District #41, Gilbert School, 
        Zero Coupon, 1/1/05 (c) ...........................................   5,280,000     AAA     3,445,411
    Unified School District #68, Alhambra Elementary, 
        Zero Coupon, 7/1/05 (c) ...........................................   2,850,000     AAA     1,812,258
Scottsdale, AZ, Industrial Development Authority, Scottsdale Memorial
        Hospital, 8.5%, 9/1/17 (c) ........................................   1,050,000     AAA     1,114,050

CALIFORNIA
Alameda County, CA, Certificate of Participation, Santa Rita Jail Project,
        5.375%, 6/1/09 ....................................................  10,415,000     AAA    10,385,734
Banning, CA, Water System, Certificate of Participation, 8%, 1/1/19 (c) ...     960,000     AAA     1,245,053
Banning, CA, Wastewater, Certificate of Participation, 8%, 1/1/19 (c) .....   1,080,000     AAA     1,400,684

</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       41


<PAGE>
AARP INSURED TAX FREE GENERAL BOND FUND


<TABLE>
- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
Big Bear Lake, California Department of Water and Power, Series 1996,
        6%, 4/1/11 (c) ....................................................   3,800,000     AAA     4,015,498
State of California, General Obligation, 6.4%, 2/1/06 (c) .................   4,500,000     AAA     4,936,860
California Housing Finance Agency Revenue, 5.7%, 8/1/16 ...................   7,210,000     AAA     7,083,392
California Housing Finance Authority Revenue, 5.3%, 8/1/14 (c) ............   4,000,000     AAA     4,002,120
California State Public Works Board, Lease Revenue, 
    Series A, 6.3%, 12/1/06 (c) ...........................................   8,095,000     AAA     8,918,504
Irvine Ranch, California Water District, Joint Powers Agency 
    Local Pool Revenue, 7.875%, 2/15/23 ...................................   3,000,000     AA      3,128,820
Los Angeles County, CA, Convention & Exhibition Center Authority, 
    Certificate of Participation:
         Zero Coupon, 8/15/02 (c) .........................................   5,000,000     AAA     3,738,650
         Zero Coupon, 8/15/03 (c) .........................................   6,270,000     AAA     4,435,085
Los Angeles County, CA, Public Works Financing Authority Lease Revenue,
        Series 1996B, 5.25%, 9/1/11 (c) ...................................   3,000,000     AAA     2,921,220
Los Angeles County, CA, Capital Asset Leasing, 6%, 12/1/06 (c) ............   9,000,000     AAA     9,702,450
Los Angeles County, CA, Public Works Finance Authority, Lease Revenue,
        Multiple Projects IV, 4.75%, 12/1/10 (c) ..........................  11,140,000     AAA    10,201,009
Madera, CA, Certificates of Participation, Valley Children's 
    Hospital Project, Series 1995, 6.5%, 3/15/10 (c) ......................   2,840,000     AAA     3,127,408
Oakland, CA, Redevelopment Agency, Tax Allocation, Central District,
    6%, 2/1/07 (c) ........................................................   2,000,000     AAA     2,138,080
Riverside, CA, Transportation Commission, Sales Tax Revenue:
    Series A, 5.7%, 6/1/06 (c) ............................................   5,400,000     AAA     5,648,670
    Series A, 5.75%, 6/1/07 (c) ...........................................    3,000,000    AAA     3,146,100
San Francisco, CA, Bay Area Rapid Transit District, Sales Tax, 
    Revenue Refunding, 6.75%, 7/1/10 (c) ..................................   2,000,000     AAA     2,263,660
San Joaquin, CA, Certificates of Participation, County Public 
    Facilities Project, 5.5%, 11/15/13 (c) ................................   2,000,000     AAA     1,997,660
Sweetwater, CA, Water Revenue, 5.25%, 4/1/10 (c) ..........................  13,240,000     AAA    13,051,330
Three Valleys, CA, Municipal Water District, Certificates 
    of Participation, 5%, 11/1/14 (c) .....................................   3,000,000     AAA     2,774,310
Whittier, CA, Presbyterian Intercommunity Hospital, Health 
    Facilities Revenue, 6.25%, 6/1/08 (c) .................................   1,780,000     AAA     1,936,943

COLORADO
Castle Rock Ranch Colorado Public Improvements Authority, 
    Public Facilities Revenue:
       Series 1996, 6.3%, 12/1/07 .........................................   3,115,000     AA      3,286,014
       Series 1996, 6.4%, 12/1/08 .........................................   3,310,000     AA      3,502,079
       Series 1996, 6.375%, 12/1/11 .......................................   2,000,000     AA      2,088,020

CONNECTICUT
Connecticut Resource Recovery Authority:
    Series 1996, 6.25%, 11/15/05 (c) ......................................   2,000,000     AAA     2,166,000
    Series 1996A, 6.25%, 11/15/06 (c) .....................................   4,525,000     AAA     4,895,009
Connecticut State Housing Authority, Housing Mortgage 
    Finance Program, Series 1992B, 6.15%, 11/15/04 ........................   5,000,000     AA      5,194,000

DISTRICT OF COLUMBIA
District of Columbia, General Obligation:
    Series A1, 6.5%, 6/1/10 (c) ...........................................   2,270,000     AAA     2,483,630
    Refunding, 1993 Series A, 5.875%, 6/1/05 (c) ..........................   4,750,000     AAA     4,924,135
    Series A, Prerefunded 6/1/99 at 102, 7.5%, 6/1/09***(c) ...............   5,000,000     AAA     5,481,600
    Series B, Zero Coupon, 6/1/00 (c) .....................................   3,500,000     AAA     2,929,325
    Series B, 6.125%, 6/1/03 (c) ..........................................   4,000,000     AAA     4,219,760
    Series B, 5.4%, 6/1/06 (c) ............................................  18,905,000     AAA    18,861,329
    Series B3, 5.4%, 6/1/06 (c) ...........................................  10,000,000     AAA     9,976,900




</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       42


<PAGE>
<TABLE>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
   Series B, 5.5%, 6/1/07 (c) .............................................  25,000,000     AAA    25,058,000
   Series B, 5.5%, 6/1/08 (c) .............................................  21,300,000     AAA    21,279,978
   Series B, 5.5%, 6/1/09 (c) .............................................  15,150,000     AAA    15,039,708
   Series B, 5.5%, 6/1/09 (c) .............................................   2,840,000     AAA     2,819,325
   Series B, 5.5%, 6/1/10 (c) .............................................  15,590,000     AAA    15,382,653
   Series B, 5.5%, 6/1/12 (c) .............................................   1,050,000     AAA     1,024,097
District of Columbia, Georgetown University, Series B, 7.1%, 4/1/12 .......   3,000,000     AAA     3,202,440

FLORIDA
Florida State Department of Natural Resources, Preservation 2000-A,
   4.75%, 7/1/12 (c) ......................................................  10,000,000     AAA     9,039,400
Florida Municipal Power Agency, Stanton II Project, Refunding 
   Revenue Bonds, Series 1993, 4.5%, 10/1/16 (c) ..........................   4,400,000     AAA     3,732,652
Orange County, FL, Health Facilities Authority Refunding Program,
   Series A, 7.875%, 12/1/25 (c) ..........................................  16,830,000     AAA    17,545,107
Sarasota County, FL, School Board Finance Corp., Lease Revenue,
   Refunding, 5%, 7/1/09 (c) ..............................................   5,595,000     AAA     5,355,366

GEORGIA
Cobb County, GA, Kennestone Hospital Authority, 
   Series A, 5.625%, 4/1/11 (c) ...........................................   5,305,000     AAA     5,370,676
Macon-Bibb County, GA, Hospital Authority, Medical Center of Central
   Georgia, Series C, 5.25%, 8/1/11 (c) ...................................   8,225,000     AAA     8,074,894
Municipal Electric Authority of Georgia, 5th Crossover, 
   Project #1, 6.4%, 1/1/13 (c) ...........................................   3,500,000     AAA     3,807,615

ILLINOIS
Central Lake County, IL, Joint Action Water Agency, 
   Refunding Revenue, Zero Coupon, 5/1/02 (c) .............................   2,245,000     AAA     1,698,185
Chicago O'Hare International Airport, IL, Refunding Revenue:
   Series 1996A, Passenger Facilities Charge, 6%, 1/1/06 (c) ..............   2,000,000     AAA     2,104,140
   Series C, 5%, 1/1/11 (c) ...............................................   6,500,000     AAA     6,071,520
Chicago, IL, Board of Education, Certificate of Participation, 
   Series 1992A, Non Callable, 6.125% 1/1/06 (c) ..........................   4,000,000     AAA     4,268,640
Chicago, IL, Wastewater Transmission Revenue:
   5.5%, 1/1/09 (c) .......................................................  11,990,000     AAA    12,010,023
   5.5%, 1/1/10 (c) .......................................................   7,220,000     AAA     7,212,563
Chicago, IL, General Obligation:
   6.25%, 1/1/11 (c) ......................................................   3,000,000     AAA     3,201,600
   Series A, 5.375%, 1/1/13 (c) ...........................................  15,410,000     AAA    15,009,648
   Series B, 5%, 1/1/08 (c) ...............................................   3,485,000     AAA     3,374,003
   Series B, 5%, 1/1/10 (c) ...............................................   5,200,000     AAA     4,910,360
   Series B, 5%, 1/1/11 ...................................................   1,620,000     AAA     1,528,324
   Series B, 5%, 1/1/12 (c) ...............................................   5,000,000     AAA     4,679,950
   Series B, 5.125%, 1/1/15 (c)(d) ........................................   9,550,000     AAA     8,993,044
   Emergency Telephone System, 5.55%, 1/1/08 ..............................   5,820,000     AAA     5,898,279
Chicago, IL, General Obligation Lease, Board of Education:
   Series 1996, 6.25%, 12/1/11 (c) ........................................   1,600,000     AAA     1,711,984
   Series A, 6.25%, 1/1/15 (c) ............................................  23,000,000     AAA    24,583,780
   Series A, 6.25%, 1/1/10 (c) ............................................  11,550,000     AAA    12,345,218
   Series A 6%, 1/1/16 (c) ................................................  11,025,000     AAA    11,473,166
   Series A, 6%, 1/1/20 (c)(d) ............................................  36,625,000     AAA    38,027,005
Chicago, IL, Motor Fuel Tax Revenue, Prerefunded 1/1/01 at 
   100, 6.5%, 1/1/16***(c) ................................................   2,000,000     AAA     2,138,720
Chicago, IL, Public Building Commission, Building Revenue:
   Series A, 5.25%, 12/1/07 (c) ...........................................   3,500,000     AAA     3,482,220
   Series A, 5.25%, 12/1/09 (c) ...........................................  10,420,000     AAA    10,158,250



</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       43

<PAGE>

AARP INSURED TAX FREE GENERAL BOND FUND


<TABLE>
- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
   Series A, 5.25%, 12/1/11 (c) ...........................................   9,705,000     AAA     9,331,358
   Series A, Zero Coupon, 1/1/06 (c)                                          2,430,000     AAA     1,478,849
Cook & Dupage Counties, Illinois High School District Number 210, Zero Coupon:
   12/1/07 (c) ............................................................   2,550,000     AAA     1,385,033
   12/1/08 (c) ............................................................   2,625,000     AAA     1,334,051
   12/1/09 (c) ............................................................   2,860,000     AAA     1,357,356
Cook County, IL, General Obligation:
   Zero Coupon, 11/1/04 (c) ...............................................   3,205,000     AAA     2,132,928
   Series C, 6%, 11/15/07 (c) .............................................   5,000,000     AAA     5,334,350
Decatur, IL, General Obligation, Series 1991:
   Zero Coupon, 10/1/03 (c) ...............................................   1,455,000     AAA     1,019,111
   Zero Coupon, 10/1/04 (c) ...............................................   1,415,000     AAA       935,372
Decatur, IL, Public Building Commission, Certificate of Participation:
   6.5%, 1/1/03 (c) .......................................................   1,725,000     AAA     1,871,936
   6.5%, 1/1/06 (c) .......................................................   1,500,000     AAA     1,641,630
Evergreen Park, Illinois Hospital Facilities, Little County 
   Mary's Hospital, 7.75%, 2/15/09 (c) ....................................   2,935,000     AAA     3,120,257
Illinois State, Dedicated Tax Revenue, Civic Center Project:
   6.25%, 12/15/11 (c) ....................................................   3,000,000     AAA     3,229,530
   6.25%, 12/15/20 (c) ....................................................   6,975,000     AAA     7,493,801
   Series A, 6.5%, 12/15/07 ...............................................   4,765,000     AAA     5,285,719
   Series A, 6.5%, 12/15/08 (c) ...........................................   5,255,000     AAA     5,816,024
Illinois Educational Facilities Authority, Loyola University:
   Zero Coupon, 7/1/05 (c) ................................................   4,000,000     AAA     2,521,920
   Revenue Refunding, Series 1991A, Zero Coupon, 7/1/04 (c) ...............   2,860,000     AAA     1,915,170
Illinois Health Facilities Authority:
   Brokaw-Mennonite Healthcare:
       6%, 8/15/06 (c) ....................................................   1,380,000     AAA     1,450,187
       6%, 8/15/07 (c) ....................................................   1,460,000     AAA     1,526,342
       6%, 8/15/08 (c) ....................................................   1,550,000     AAA     1,611,318
       6%, 8/15/09 (c) ....................................................   1,640,000     AAA     1,694,924
   Children's Memorial Hospital, 6.25%, 8/15/13 (c) .......................   3,400,000     AAA     3,593,120
   Felician Healthcare Inc., Series A, 6.25%, 1/1/15 (c) ..................  17,000,000     AAA    18,050,430
   Memorial Medical Center, 6.75%, 10/1/11 (c) ............................   2,135,000     AAA     2,311,351
   Methodist Health Service, Series 1985G, 8%, 8/1/15 (c) .................  10,015,000     AAA    11,025,614
   Sherman Hospital, 6.75%, 8/1/11 (c) ....................................   2,700,000     AAA     2,960,172
   SSM Healthcare System, Series AA, 6.4%, 6/1/08 (c) .....................   1,350,000     AAA     1,474,200
Joliet, IL, Junior College Assistance Corp., Lease Revenue, North Campus
   Extension Center, 6.7%, 9/1/12 (c) .....................................   2,500,000     AAA     2,809,675
Kane County, Illinois School District -129 Aurora West Side, 
   Series 1996A, 6.5%, 2/1/10 (c) .........................................   1,775,000     AAA     1,939,276
Kendall, Kane and Will Counties, IL, Community Unit School 
   District Number 308, Oswego:
       Zero Coupon, 3/1/02 (c) ............................................   1,055,000     AAA       804,712
       Zero Coupon, 3/1/05 (c) ............................................   1,540,000     AAA       988,156
       Zero Coupon, 3/1/06 (c) ............................................   1,595,000     AAA       962,040
Metropolitan Pier & Exposition Authority, IL, McCormick Place Expansion
   Project:
       Zero Coupon, 12/15/03 (c) ..........................................   3,200,000     AAA     2,218,048
       Zero Coupon, 6/15/04 (c) ...........................................  10,300,000     AAA     6,913,154
State of Illinois, Northwest Suburban Municipal Joint Action 
   Water Agency, Supply System Revenue, 6.45%, 5/1/07 (c) .................   2,575,000     AAA     2,812,415
Rosemont, IL, Tax Increment, Series C:
   Zero Coupon, 12/1/05 (c) ...............................................   4,455,000     AAA     2,747,799



</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       44


<PAGE>
<TABLE>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
   Zero Coupon, 12/1/07 (c) ...............................................   2,655,000     AAA     1,442,063
State University Retirement System, IL, Special Revenue, 
   Zero Coupon, 10/1/03 (c) ...............................................   2,750,000     AAA     1,926,155
University of Illinois, Board of Trustees, Series 1991:
   Zero Coupon, 4/1/03 (c) ................................................   3,890,000     AAA     2,794,771
   Zero Coupon, 4/1/05 (c) ................................................   3,830,000     AAA     2,446,796
Will County, IL, Community Unit School District #201-U, Crete-Monee, 
   Capital Appreciation:
       Zero Coupon, 12/15/00 (c) ..........................................   1,325,000     AAA     1,087,017
       Zero Coupon, 12/15/01 (c) ..........................................   1,730,000     AAA     1,340,369

INDIANA
Fort Wayne, IN, Parkview Memorial Hospital, 6.5%, 11/15/12 (c) ............   1,400,000     AAA     1,488,564
Indiana Health Facility Finance Authority, Hospital Revenue:
   Ancilla Systems Inc., Series A, 6%, 7/1/18 (c) .........................  27,635,000     AAA    28,588,131
   Community Hospital Project, 6.4%, 5/1/12 (c) ...........................   5,000,000     AAA     5,275,750
Indiana Municipal Power Agency, Power Supply System, 
   Series B, 6%, 1/1/12 (c) ...............................................   2,000,000     AAA     2,095,800
Indiana University:
   Student Fees Revenue, Series H, Zero Coupon, 8/1/06 (c) ................   8,500,000     AAA     5,013,470
   Series H, Zero Coupon, 8/1/08 (c) ......................................  10,000,000     AAA     5,177,200
   Student Fee Bonds, Series J, 5%, 8/1/18 (c) ............................   4,200,000     AAA     3,801,042
Madison County, IN, Community Hospital of Anderson, 
   Prerefunded 1/1/98 at 102, 8%, 1/1/14***(c) ............................   7,055,000     AAA     7,530,366
Merrillville, IN, Multiple School Building Corp., First Mortgage,
   Zero Coupon, 1/15/11 (c) ...............................................   4,000,000     AAA     1,757,000

IOWA
Polk County, IA, Mercy Hospital, 6.75%, 11/1/05 (c) .......................   5,000,000     AAA     5,462,600

KANSAS
Kansas City, KS, Utility System Revenue:
   ETM, Zero Coupon, 9/1/04** .............................................   3,575,000     AAA     2,421,562
   ETM, Zero Coupon, 9/1/05** .............................................   5,300,000     AAA     3,393,961
   ETM, Zero Coupon, 9/1/06** .............................................   1,875,000     AAA     1,130,081
   Zero Coupon, 9/1/04 ....................................................   2,640,000     AAA     1,766,266
   Zero Coupon, 9/1/05 ....................................................   3,950,000     AAA     2,490,159
   Zero Coupon, 9/1/06 ....................................................   1,375,000     AAA       815,224

LOUISIANA
Louisiana Public Facilities Authority, Prerefunded 2/15/08 
   at 100, 4.75%, 5/1/16***(c) ............................................   5,765,000     AAA     5,548,813
New Orleans, Louisiana Exhibition Hall Authority, Series 1993, 
   Zero Coupon, 7/15/06 ...................................................   4,350,000     AAA     2,392,457
New Orleans, LA, General Obligation, Zero Coupon, 9/1/07 (c) ..............  10,000,000     AAA     5,565,000
Orleans, LA, Levee District, Levee Improvement Bonds, 
   Series 1986, 5.95%, 11/1/14 (c) ........................................   2,000,000     AAA     2,034,480

MASSACHUSETTS
Commonwealth of Massachusetts, General Obligation:
   Series A, 7%, 3/1/99 (c) ...............................................   4,850,000     AAA     5,143,037
   Series D, 7%, 10/1/03 (c) ..............................................   7,000,000     AAA     7,631,680
Massachusetts Municipal Wholesale Electric Company,
   Power Supply System Revenue, Series A, 5.1%, 7/1/07 (c) ................   1,640,000     AAA     1,610,611

MICHIGAN
Brighton, MI, Area School District, Series I, Zero Coupon,
   Prerefunded 5/1/05 at 34.134, 5/1/20***(c) .............................  22,000,000     AAA     4,861,120
Detroit, MI, General Obligation, Distributable State 
   Aid Refunding, 5.2%, 5/1/07 (c) ........................................   3,000,000     AAA     2,971,470



</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       45


<PAGE>

AARP INSURED TAX FREE GENERAL BOND FUND


<TABLE>
- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
Detroit, MI, Unlimited Tax, General Obligation, Distributable 
    State Aid, 5.25%, 5/1/08 (c) ..........................................   1,500,000     AAA     1,478,190
Kalamazoo, MI, Hospital Finance Authority, Hospital Revenue,
    Borgess Medical Center, Series A, 6%, 7/1/09 (c) ......................   8,250,000     AAA     8,585,858
Michigan State Hospital Finance Authority, Sisters of Mercy
    Healthcorp Obligated Group, Series P, 5.25%, 8/15/08 (c) ..............   8,655,000     AAA     8,571,566
Michigan State Housing Development Authority, Rental Revenue, 
    Series B, 5.7%, 4/1/12 ................................................   6,275,000     AAA     6,161,109

MINNESOTA
Northern Minnesota Municipal Power Agency, Series A, 7.25%, 1/1/16 ........   7,500,000     AAA     7,998,675

MISSOURI
MissouriHealth & Educational Facilities Authority, SSM Healthcare,
    1992 Series 1992AA:
       6.35%, 6/1/08 (c) ..................................................   8,125,000     AAA     8,837,481
       6.4%, 6/1/09 (c) ...................................................   8,640,000     AAA     9,408,010

NEVADA
Clark County, NV, School District, General Obligation, 
   Zero Coupon, 3/1/05 (c) ................................................   8,070,000     AAA     5,199,420

NEW JERSEY
New Jersey Highway Authority, Garden State Parkway 
   General Revenue, ETM 6.5%, 1/1/11** ....................................   5,055,000     AAA     5,404,048
New Jersey Housing and Mortgage Finance Agency, Home 
   Mortgage Purchase Revenue, Zero Coupon, 10/1/16 (c) ....................   5,155,000     AAA       648,138
New Jersey Turnpike Authority:
   6.5%, 1/1/09 (c) .......................................................   5,000,000     AAA     5,501,950
   IBC Series 1991A, 6.3%, 1/1/01 (c) .....................................   1,250,000     AAA     1,329,638

NEW YORK
New York City, New York, General Obligation:
   Unlimited Series 1987A, 8%, 11/1/01 (c) ................................     760,000     AAA       804,559
   Unlimited Series 1994H, Subseries H-1, 5.8%, 8/1/04 (c) ................   5,000,000     AAA     5,270,250
   Series G, 5.9%, 2/1/05 .................................................   5,500,000     AAA     5,772,470
   Series 1989E, 7%, 12/1/07 ..............................................     115,000     AAA       120,791
   8.125%, 11/1/05 (c) ....................................................   1,400,000     AAA     1,483,930
   Series A, ETM, 8%, 11/1/01** ...........................................     740,000     AAA       803,892
   Series A, 3%, 8/15/02 (c) ..............................................   9,000,000     AAA     8,230,860
   Series C, 6.4%, 8/1/04 (c) .............................................     500,000     AAA       541,955
   Series C, 6.4%, 8/1/05 (c) .............................................     430,000     AAA       463,811
   Series C, Prerefunded 8/1/02 at 101.50, 6.4%, 8/1/05***(c) .............  10,000,000     AAA    11,004,800
   Series D, 8%, 8/1/05 (c) ...............................................     170,000     AAA       178,826
   Series D, Prerefunded 8/1/97 at 102, 8%, 8/1/05***(c) ..................     830,000     AAA       874,803
   Series D, 6%, 8/1/06 (c) ...............................................     140,000     AAA       143,760
   Series D, 6%, 8/1/08 (c) ...............................................     370,000     AAA       377,777
   Series E, ETM, 7%, 12/1/07**(c) ........................................   1,385,000     AAA     1,429,486
New York State Dormitory Authority:
   College and University Pooled Capital Program, 7.8%, 12/1/05 (c) .......   9,905,000     AAA    10,728,106
   Revenue, City University, 7%, 7/1/09 (c) ...............................   4,000,000     AAA     4,604,000
   Revenue, City University, 7.5%, 7/1/10 (c) .............................   5,750,000     AAA     6,898,333
   Lease Revenue Bonds, Dormitory Facilities, Series A, 6%, 7/1/09 (c) ....   2,000,000     AAA     2,101,840
New York State Energy Research and Development Authority, Pollution
   Control Revenue, Electric and Gas, 5.9%, 12/1/06 (c) ...................   5,300,000     AAA     5,622,399
New York State, Urban Development Corporation Revenue, 
   Correctional Capital Facilities, Series A, 6.5%, 1/1/11 ................   4,500,000     AAA     4,935,420
Suffolk County, NY, Industrial Development Agency, Southwest Sewer
   System, 6%, 2/1/07 (c) .................................................   8,000,000     AAA     8,585,520


</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       46

<PAGE>

<TABLE>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
NORTH CAROLINA
North Carolina Eastern Municipal Power Agency:
   Refunding Link Certificate, 5.5%, 1/1/07 (c) ...........................   2,000,000     AAA     2,024,840
   Refunding Link Certificate, 6%, 1/1/18 (c) .............................   8,775,000     AAA     9,195,849
   Power System Revenue Bond, 7.25%, 1/1/21 ...............................   1,505,000     AAA     1,541,782
North Carolina Municipal Power Agency, Catawba Electric Revenue:
   7.5%, 1/1/17 ...........................................................   4,520,000     A       4,740,621
   5.25%, 1/1/08 (c) ......................................................   2,500,000     AAA     2,497,675
   6%, 1/1/11 (c) .........................................................   8,235,000     AAA     8,687,431

NORTH DAKOTA
Bismarck, ND, Hospital Revenue, St. Alexius Medical Center, Series 1991,
   Zero Coupon, 5/1/02 (c) ................................................   2,850,000     AAA     2,161,725

OHIO
Cleveland, OH, Water Works Revenue, Series 1993G, 
   5.5%, 1/1/13 (c) .......................................................  10,000,000     AAA     9,988,400
Hamilton County, OH, Electric System Mortgage Revenue, 
   Series B, Prerefunded 10/15/98 at 102, 8%, 10/15/22***(c) ..............   3,720,000     AAA     4,060,826
Ohio Air Quality Development Authority, Ohio Power Company, 
   Series B, 7.4%, 8/1/09 (c) .............................................   5,000,000     AAA     5,475,350

OKLAHOMA
Tulsa, OK, Industrial Development Authority:
   Hospital Revenue, St. John's Medical Center, Zero Coupon, 12/1/04 (c) ..   5,430,000     AAA     3,558,605
   St. John's Medical Center, Zero Coupon, 12/1/02 (c) ....................   3,930,000     AAA     2,887,371

PENNSYLVANIA
Pennsylvania Industrial Development Authority, Economic Development
   Revenue:
       5.8%, 1/1/08 (c) ...................................................   4,250,000     AAA     4,429,435
       5.8%, 7/1/08 (c) ...................................................   4,875,000     AAA     5,087,501
       5.8%, 1/1/09 (c) ...................................................   2,500,000     AAA     2,591,725
Philadelphia, PA, Water & Wastewater Refunding Revenue, 
   5.625%, 6/15/09 (c) ....................................................  20,000,000     AAA    20,398,800
Philadelphia, PA, Water & Wastewater Revenue:
   5.625%, 6/15/08 (c) ....................................................   2,100,000     AAA     2,156,028
   5.625%, 6/15/09 (c) ....................................................  10,855,000     AAA    11,071,449
   5.5%, 6/15/07 (c) ......................................................   5,000,000     AAA     5,088,650
Philadelphia, PA Municipal Authority Revenue, Justice Lease, 
   Series B, 6.9%, 11/15/03 (c) ...........................................   2,000,000     AAA     2,235,540
Westmoreland County, PA, Industrial Development Revenue, 
   Westmoreland Health System, 5.375%, 7/1/11 (c) .........................   7,300,000     AAA     7,164,585

PUERTO RICO
Commonwealth of Puerto Rico, Highway & Transportation
   Authority Revenue, 5.5%, 7/1/09 ........................................  10,940,000     AAA    11,089,331

RHODE ISLAND
Rhode Island Clean Water Protection Agency, Pollution Control Revenue,
   Revolving Fund, Series A, 5.4%, 10/1/15 (c) ............................   2,000,000     AAA     1,930,920
Rhode Island Convention Center Authority, Refunding Revenue:
   Series 1993B, 5%, 5/15/10 (c) ..........................................   5,000,000     AAA     4,776,000
   1993 Series B, 5.25%, 5/15/15 (c) ......................................  22,000,000     AAA    20,871,400
Rhode Island Depositors Economic Protection Corp., Special Obligation:
   Series B, 5.8%, 8/1/10 (c) .............................................   6,200,000     AAA     6,380,420
   Series B, 5.8%, 8/1/11 (c) .............................................   4,525,000     AAA     4,639,799
   Series B, 5.8%, 8/1/12 (c) .............................................   2,500,000     AAA     2,560,825
   Series B, 5.8%, 8/1/13 (c) .............................................   7,340,000     AAA     7,493,259
Rhode Island Public Building Authority, Public Projects, 
   Series A, Prerefunded 2/1/98 at 102, 8.2%, 2/1/08***(c) ................   2,200,000     AAA     2,354,330



</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       47

<PAGE>
AARP INSURED TAX FREE GENERAL BOND FUND


<TABLE>
- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
SOUTH CAROLINA
Piedmont Municipal Power Agency, SC, Electric Revenue:
    Series A, 6.5%, 1/1/16 (c) ............................................   3,000,000     AAA     3,326,640
    Series C, 5.5%, 1/1/12 (c) ............................................   5,000,000     AAA     5,004,650
    5.5%, 1/1/08 (c) ......................................................   1,915,000     AAA     1,946,981

SOUTH DAKOTA
South Dakota Building Authority, Certificate of Participation, 
    Series A, 7.5%, 12/1/16 ...............................................  15,000,000     AAA    15,390,000

TENNESSEE
Knox County, TN, Health, Educational Hospital Housing Facilities Board,
    Fort Sanders Alliance:
        6.25%, 1/1/13 (c) .................................................   4,000,000     AAA     4,301,320
        7.25%, 1/1/09 (c) .................................................   3,750,000     AAA     4,374,713
        5.75%, 1/1/11 (c) .................................................  15,405,000     AAA    15,780,574
        5.75%, 1/1/12 (c) .................................................  17,880,000     AAA    18,298,571
Knox County, TN, Health, Education and Housing Facilities 
    Board, Fort Sanders Alliance, Series 1995, 5.75%, 1/1/14 (c) ..........   2,000,000     AAA     2,039,380

TEXAS
Austin, TX, Combined Utility Systems Revenue, Series A,
    Zero Coupon, 11/15/08 (c) .............................................   3,460,000     AAA     1,783,665
Cedar Hill, Texas Independent School District, Zero Coupon:
    Series 1996, 8/15/07 ..................................................   1,500,000     AAA       819,225
    Series 1996, 8/15/09 ..................................................   1,500,000     AAA       714,855
    Series 1996, 8/15/10 ..................................................   3,130,000     AAA     1,389,376
Dallas, TX, Housing Finance Corp., Single Family, Capital Appreciation,
    Zero Coupon, 10/1/16 (c) ..............................................   6,805,000     AAA       855,593
Dallas-Fort Worth, TX, Airport Revenue:
    7.75%, 11/1/03 (c) ....................................................   1,000,000     AAA     1,168,180
    7.8%, 11/1/05 (c) .....................................................   2,000,000     AAA     2,378,720
    7.8%, 11/1/06 (c) .....................................................   2,025,000     AAA     2,411,309
    7.375%, 11/1/08 (c) ...................................................   4,500,000     AAA     5,223,285
    7.375%, 11/1/10 (c) ...................................................   3,500,000     AAA     4,050,515
Harris County, TX, Health Facilities:
    Texas Medical Center Project, Series 1996, 6.25%, 5/15/08 (c) .........   2,785,000     AAA     2,972,319
    6.25%, 5/15/09 (c) ....................................................   2,965,000     AAA     3,151,380
Harris County, TX, General Obligation;
    Capital Appreciation Bond, Zero Coupon, 10/1/06 (c) ...................   9,035,000     AAA     5,333,270
    Flood Control District, Zero Coupon, 10/1/00 (c) ......................   1,000,000     AAA       831,610
    Toll Road Authority, Subordinate Lien, Unlimited Tax, 
         Series A, Zero Coupon, 8/15/04 ...................................   2,050,000     AAA     1,374,628
    Toll Road Authority, Subordinate Lien, Series A, 
         Zero Coupon, 8/15/05 .............................................   4,025,000     AAA     2,543,317
    Toll Road Revenue, Subordinate Lien, Series A, 
         Zero Coupon, 8/15/06 (c) .........................................   4,010,000     AAA     2,383,063
Houston, TX, Water & Sewer System Authority, Series C:
    Zero Coupon, 12/1/06 (c) ..............................................  14,575,000     AAA     8,528,270
    Zero Coupon, 12/1/08 (c) ..............................................  19,000,000     AAA     9,770,940
    Zero Coupon, 12/1/09 (c) ..............................................  14,750,000     AAA     7,090,620
Houston,TX, Water & Sewer System Revenue Compound Interest, 
    Junior Lien, Zero Coupon, Series 1991C:
         12/1/10 (c) ......................................................   5,000,000     AAA     2,242,450
         12/1/12 (c) ......................................................   3,350,000     AAA     1,331,156



</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       48

<PAGE>
<TABLE>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
Lubbock, TX, Health Facilities Development Corp., Methodist Hospital, Series B:
   5.5%, 12/1/06 (c) ......................................................   3,945,000     AAA     4,056,091
   5.6%, 12/1/07 (c) ......................................................   2,415,000     AAA     2,480,205
   5.625%, 12/1/08 (c) ....................................................   4,400,000     AAA     4,504,852
   5.625%, 12/1/09 (c) ....................................................   4,640,000     AAA     4,713,034
Montgomery County, TX, General Obligation, Library Refunding:
   Zero Coupon, 9/1/03 (c) ................................................   3,475,000     AAA     2,460,821
   Zero Coupon, 9/1/04 (c) ................................................   3,475,000     AAA     2,324,914
   Zero Coupon, 9/1/05 (c) ................................................   3,475,000     AAA     2,190,710
North Central Texas Health Facilities Development Corp. Hospital Revenue,
   Presbyterian Hospital, Prerefunded 12/1/97 at 102, 
       8.75%, 12/1/15***(c) ...............................................   5,000,000     AAA     5,372,250
San Antonio, TX, Electric and Gas, Revenue Refunding, Series A:
   Zero Coupon, 2/1/06 (c) ................................................  17,900,000     AAA    10,944,060
   Zero Coupon, 2/1/05 (c) ................................................   2,500,000     AAA     1,624,350
   Zero Coupon, 2/1/05 (c) ................................................   8,000,000     AAA     5,197,920
San Antonio, TX, Hotel Revenue, Series 1996, 6%, 8/15/06 (c) ..............   2,000,000     AAA     2,125,400
San Antonio, TX, Electric and Gas, Series 1991B, Zero Coupon, 2/1/08 (c) ..   8,115,000     AAA     4,367,655
San Antonio, TX, Zero Coupon, 2/1/09 (c) ..................................   4,400,000     AAA     2,215,488
Tarrant County, TX, Health Facilities Development Corp., Hospital Refunding
   Revenue, Fort Worth Osteopathic Hospital:
       6%, 5/15/11 (c) ....................................................   4,615,000     AAA     4,830,244
       6%, 5/15/21 (c) ....................................................   6,235,000     AAA     6,505,786
Texas General Obligation, Superconductor Revenue, Series C, 
   Zero Coupon, 4/1/05 (c) ................................................   8,390,000     AAA     5,404,502
Texas General Obligation, Capital Appreciation Bond, Super Collider, 
   Series C, Zero Coupon, 4/1/06 (c) ......................................   7,385,000     AAA     4,475,679
Texas Municipal Power Agency:
   6.1%, 9/1/07 (c) .......................................................   9,250,000     AAA     9,960,493
   5.25%, 9/1/07 ..........................................................   1,500,000     AAA     1,509,855
   6.1%, 9/1/09 ...........................................................   4,435,000     AAA     4,733,609
Texas State Public Finance Authority, Building Authority:
   Zero Coupon, 2/1/06 (c) ................................................  13,915,000     AAA     8,507,631
   Series B, 6.25%, 2/1/08 (c) ............................................   5,190,000     AAA     5,610,286

UTAH
Associated Municipal Power System, UT, Hunter Project, Refunding Revenue:
   Zero Coupon, 7/1/00 (c) ................................................   2,755,000     AAA     2,309,158
   Zero Coupon, 7/1/02 (c) ................................................   5,200,000     AAA     3,900,832
   Zero Coupon, 7/1/04 (c) ................................................   5,895,000     AAA     3,947,528
   Zero Coupon, 7/1/05 (c) ................................................   5,900,000     AAA     3,719,832
   Zero Coupon, 7/1/06 (c) ................................................   5,895,000     AAA     3,492,552
   Zero Coupon, 7/1/07 (c) ................................................   3,750,000     AAA     2,083,725
Intermountain Power Agency, UT, Power Supply Revenue:
   5%, 7/1/12 (c) .........................................................   1,000,000     AAA       927,770
   Series A, Zero Coupon, 7/1/02 (c) ......................................   1,655,000     AAA     1,245,007
   Series A, Zero Coupon, 7/1/03 (c) ......................................   1,000,000     AAA       711,720
   Series A, Zero Coupon, 7/1/04 (c) ......................................   1,730,000     AAA     1,162,854
   Series B, Zero Coupon, 7/1/02 (c) ......................................   8,230,000     AAA     6,191,182
Provo, UT, Electric System Revenue, ETM, 10.375%, 9/15/15**(c) ............   1,800,000     AAA     2,482,740

VIRGINIA
Roanoke, VA, Industrial Development Authority, Roanoke Memorial Hospital,
   Series B, 6.125%, 7/1/17 (c) ...........................................   5,500,000     AAA     5,851,175
Southeastern Public Service Authority, VA, Refunding Revenue,
   5.25%, 7/1/10 (c) ......................................................   7,380,000     AAA     7,301,108


</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       49

<PAGE>
AARP INSURED TAX FREE GENERAL BOND FUND


<TABLE>
- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
Virginia Beach, VA, Development Authority, Virginia Beach 
    General Hospital Project:
        5%, 2/15/06 (c) ...................................................   1,750,000     AAA     1,748,600
        5%, 2/15/07 (c) ...................................................   1,800,000     AAA     1,784,106
        6%, 2/15/11 (c) ...................................................   1,595,000     AAA     1,679,902
        5.125%, 2/15/18 (c) ...............................................   3,000,000     AAA     2,798,730
        5.1%, 2/15/08 (c) .................................................   1,345,000     AAA     1,330,071

WASHINGTON
Clark County, WA, Public Utility District #1:
    6%, 1/1/06 (c) ........................................................   7,500,000     AAA     7,935,525
    6%, 1/1/08 (c) ........................................................   2,200,000     AAA     2,306,238
King County, WA, Public Hospital District #1, Valley Medical Center, 
    Series 1992, 5.5%, 9/1/17 (c) .........................................   3,500,000     AAA     3,332,840
North Shore, WA, General Obligation, School 
    District #417, 5.6%, 12/1/10 (c) ......................................   1,650,000     AAA     1,668,876
Snohomish County, WA, School District #6, 6.5%, 12/1/07 (c) ...............   3,325,000     AAA     3,672,596
Washington Health Care Facilities Authority, Empire Health Services-Spokane:
    5.65%, 11/1/05 (c) ....................................................   2,155,000     AAA     2,230,727
    5.7%, 11/1/06 (c) .....................................................   3,440,000     AAA     3,570,754
    5.75%, 11/1/07 (c) ....................................................   7,350,000     AAA     7,605,486
    5.8%, 11/1/09 (c) .....................................................   4,595,000     AAA     4,736,894
    5.8%, 11/1/10 (c) .....................................................   2,100,000     AAA     2,168,166
Washington State Public Power Supply System, Revenue Refunding:
    Nuclear Project #1, Series A, Prerefunded 7/1/99 at 
       102, 7.5%, 7/1/15***(c) ............................................   2,405,000     AAA     2,638,093
    Nuclear Project #1, Series A, 7%, 7/1/11 (c) ..........................   3,830,000     AAA     4,203,540
    Nuclear Project #1, Series A, 7.5%, 7/1/15 (c) ........................   1,595,000     AAA     1,746,956
    Nuclear Project #1, Series B, 7.25%, 7/1/12 (c) .......................  10,895,000     AAA    12,086,368
    Nuclear Project #2, Series A, 7.25%, 7/1/03 (c) .......................   2,000,000     AAA     2,216,500
    Nuclear Project #2, Series A, 5.7%, 7/1/08 (c) ........................   5,000,000     AAA     5,077,450
    Nuclear Project #2, Series C, 7.375%, 7/1/11 (c) ......................   1,370,000     AAA     1,533,263
    Nuclear Project #2, Series C, 7%, 7/1/01 (c) ..........................  10,000,000     AAA    10,884,200
    Nuclear Project #3, Series A, Prerefunded 7/1/99 at 102, 
       7.25%, 7/1/16***(c) ................................................   3,630,000     AAA     3,958,551
    Nuclear Project #3, Series A, Zero Coupon, 7/1/04 (c) .................   3,625,000     AAA     2,427,445
    Nuclear Project #3, Series A, Zero Coupon, 7/1/05 (c) .................   4,125,000     AAA     2,600,730
    Nuclear Project #3, 7.5%, 7/1/08 ......................................   4,000,000     AAA     4,692,880
Washington Public Power Supply System, Nuclear Power Project #1,
    6%, 7/1/08 (c) ........................................................   5,000,000     AAA     5,187,450
Washington Public Power Supply System, Nuclear Project #1, 
    Series 1989A, 7.5%, 7/1/15 ............................................   1,500,000     AAA     1,647,015
Washington State Housing Finance, Series A, 7.1%, 12/1/17 .................   7,930,000     AAA     8,167,900

WEST VIRGINIA
West Virginia, School Building Authority Revenue, 
    Series B, 6.75%, 7/1/10 (c) ...........................................   4,000,000     AAA     4,340,160

WISCONSIN
Kenosha, WI, General Obligation, Series C, Zero Coupon, 6/1/04 (c) ........   3,475,000     AAA     2,354,591
Wisconsin Health & Educational Facilities Authority Aurora Medical:
    Series 1996, 5.75%, 11/15/06 (c) ......................................   2,000,000     AAA     2,064,930
    Series 1996, 5.75%, 11/15/07 (c) ......................................   1,500,000     AAA     1,534,545
    Series 1996, 6%, 11/15/08 (c) .........................................   4,085,000     AAA     4,249,013
    Series 1996, 6%, 11/15/09 (c) .........................................   4,330,000     AAA     4,476,917
    Felician Healthcare Inc., Series B, 6.25%, 1/1/22 (c) .................   5,285,000     AAA     5,685,867
    Hospital Sisters Services Inc. - Obligated Group, 5.375%, 6/1/18 ......   4,800,000     AAA     4,527,168
    6.1%, 8/15/09 (c) .....................................................   2,000,000     AAA     2,092,580
    Riverview Hospital Association Project, 9%, 5/1/11 ....................   2,500,000     AAA     2,560,900



</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       50

<PAGE>

<TABLE>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                              Principal   Credit     Market
                                                                              Amount($)   Rating(b)  Value($)
- -------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>    <C>      
    SSM Healthcare:
        Series 1992A, 6.4%, 6/1/08 ........................................   2,335,000     AAA     2,543,445
        Series 1992AA, 6.45%, 6/1/09 (c) ..................................   2,485,000     AAA     2,710,017
        Series 1992AA, 6.45%, 6/1/10 (c) ..................................   2,650,000     AAA     2,886,778
        Series 1992AA, 6.5%, 6/1/11 (c) ...................................   2,820,000     AAA     3,053,665
        Series 1992AA, 6.5%, 6/1/12 (c) ...................................   3,000,000     AAA     3,312,060
    St. Luke's Medical Center, 7.1%, 8/15/11 (c) ..........................   2,000,000     AAA     2,220,200
    Villa St. Francis Inc., Series C, 6.25%, 1/1/22 (c) ...................   9,230,000     AAA     9,930,096
    Wheaton Franciscan Services, Series 1993, 6.1%, 8/15/08 (c) ...........   4,580,000     AAA     4,862,174
                                                                                                -------------
TOTAL LONG-TERM MUNICIPAL INVESTMENTS (COST $1,544,992,355) ...............                     1,623,395,173
                                                                                                -------------
- -------------------------------------------------------------------------------------------------------------
SUMMARY                                                                     % OF NET ASSETS
- -------------------------------------------------------------------------------------------------------------

        TOTAL INVESTMENT PORTFOLIO (COST $1,661,512,280) (a) ..............        99.1         1,740,393,909

        OTHER ASSETS AND LIABILITIES, NET .................................         0.9            15,018,313
                                                                                  -----         -------------
        NET ASSETS ........................................................       100.0         1,755,412,222
                                                                                  =====         =============

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


*    Floating rate demand notes are securities whose interest rates vary with a designated market index or market rate, such as the
     coupon-equivalent of the U.S. Treasury bill rate. Variable rate demand notes are securities whose interest rates are reset
     periodically at levels that are generally comparable to tax-exempt commercial paper. These securities are payable on demand
     within seven calendar days and normally incorporate an irrevocable letter of credit or line of credit from a major bank. Since
     these securities are payable on demand, they are valued at 100% of their principal.

**   ETM: Bonds bearing the description ETM (escrowed to maturity) are collateralized by U.S. Treasury securities which are held in
     escrow by a trustee and used to pay principal and interest on bonds so designated.

***  Prerefunded: Bonds which are prerefunded are collateralized by U.S. Treasury securities which are held in escrow and are used
     to pay principal and interest on tax-exempt issues and to retire the bonds in full at the earliest refunding date.

(a)  At September 30, 1996, the net unrealized appreciation on investments based on cost for federal income tax purposes of
     $1,661,808,939 was as follows:
       
     Aggregate gross unrealized appreciation for all investments in which there
     is an excess of value over tax cost ....................................................  $ 83,434,667

     Aggregate gross unrealized depreciation for all investments in which there
     is an excess of tax cost over value ....................................................    (4,849,697)
                                                                                               ------------ 
     Net unrealized appreciation ............................................................  $ 78,584,970
                                                                                               ============
(b)  (Unaudited) All of the securities held have been determined to be of appropriate credit quality as required by the Fund's
     investment objectives. Credit ratings shown are either Standard & Poor's Ratings Group or Moody's Investors Service, Inc.
     Unrated securities (NR) and securities rated by Scudder (SS&C) have been determined to be of comparable quality to rated
     eligible securities.

(c)  (Unaudited) Bond is insured by one of these companies: AMBAC, MBIA, FGIC, FSA or Capital Guaranty

(d)  At September 30, 1996, this security, in whole or in part, has been pledged to cover initial margin requirements for open
     futures contracts.

     At September 30, 1996, open futures contracts sold short were as follows (Note 1):

                                                          Aggregate            Market
Futures                   Expiration       Contracts     Face Value($)         Value($)
- -------                   ----------       ---------     -------------         --------


U.S. Treasury Bond ..... December 1996       1,150       123,673,550         125,565,625
                                                         -----------         -----------

Total net unrealized depreciation on open futures contracts sold short ...... (1,892,075)
                                                                             ===========
</TABLE>
  
     The aggregate face value of futures contracts opened and closed during the
     year ended September 30, 1996 was $730,013,519 and $777,225,705,
     respectively.

- -------------------------------------------------------------------------------
     Purchases and sales of investment securities (excluding short-term
     investments), for the year ended September 30, 1996, aggregated
     $314,764,373 and $409,484,784, respectively.
- -------------------------------------------------------------------------------

     Percentage breakdown of investments is based on total net assets of the
     Fund. The total net assets of the Fund are comprised of the Fund's
     investment portfolio, other assets and liabilities. The percentage of the
     investment portfolio may be greater or less than 100% due to the inclusion
     of the Fund's assets and liabilities in the calculation. The Fund's other
     assets and liabilities are disclosed in the Statement of Assets and
     Liabilities.


    The accompanying notes are an integral part of the financial statements

                                       51

<PAGE>
   AARP BALANCED STOCK AND BOND FUND


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
  LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996
- -----------------------------------------------------------------------------------------------------------------------

Principal                                                                                                     Market
Amount($)                                                                                                    Value($)
- -----------------------------------------------------------------------------------------------------------------------

<S>      <C>             <C>                                                                                <C>
- -----------------------------------------------------------------------------------------------------------------------
  REPURCHASE AGREEMENTS 2.9%
- -----------------------------------------------------------------------------------------------------------------------

         11,492,000      Repurchase Agreement with Donaldson, Lufkin, and Jenrette dated 9/30/96 
                           at 5.7% to be repurchased at $11,493,820 on 10/1/96, collateralized by
                           a $11,336,000 U.S. Treasury Note, 7.125%, 9/30/99 (COST $11,492,000) ...........  11,492,000
                                                                                                             ----------
 
- -----------------------------------------------------------------------------------------------------------------------
  U.S. TREASURY OBLIGATIONS 11.0%
- -----------------------------------------------------------------------------------------------------------------------

          8,000,000      U.S. Treasury Note, 5.5%, 9/30/97 ................................................   7,980,000
          5,000,000      U.S. Treasury Note, 5.13%, 4/30/98 ...............................................   4,932,800
          2,500,000      U.S. Treasury Note, 5.875%, 3/31/99 ..............................................   2,481,250
          3,000,000      U.S. Treasury Note, 6.75%, 5/31/99 ...............................................   3,036,090
          6,000,000      U.S. Treasury Note, 6.875%, 7/31/99 ..............................................   6,089,040
          4,500,000      U.S. Treasury Note, 6%, 10/15/99 .................................................   4,464,855
          2,000,000      U.S. Treasury Note, 6.125%, 7/31/00 ..............................................   1,981,560
          1,500,000      U.S. Treasury Note, 5.75%, 10/31/00 ..............................................   1,463,910
          4,500,000      U.S. Treasury Note, 5.875%, 2/15/04 ..............................................   4,305,240
            750,000      U.S. Treasury Bond, 7.875%, 2/15/21 ..............................................     819,143
          6,000,000      U.S. Treasury Bond, 6.25%, 8/15/23 ...............................................   5,421,540
          3,500,000      U.S. Treasury Separate Trading Registered Interest and Principal, 2/15/09 
                           (7.01%***) .....................................................................   1,492,295
                                                                                                             ----------
                         TOTAL U.S. TREASURY OBLIGATIONS (COST $44,435,599) ...............................  44,467,723
                                                                                                             ----------

- -----------------------------------------------------------------------------------------------------------------------
  GOVERNMENT NATIONAL MORTGAGE ASSOCIATION** 3.3%
- -----------------------------------------------------------------------------------------------------------------------

          4,543,846      Government National Mortgage Association, 10%, with various maturities to
                           2/15/25 ........................................................................   4,965,355
          8,111,741      Government National Mortgage Association, 8.5%, 11/15/25 .........................   8,342,358
                                                                                                             ----------
                         TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (COST $13,258,632) ................  13,307,713
                                                                                                             ----------

- -----------------------------------------------------------------------------------------------------------------------
  U.S. GOVERNMENT AGENCY MORTGAGE PASS-THRUS** 9.7%
- -----------------------------------------------------------------------------------------------------------------------

          15,091,192     Federal National Mortgage Association, 6.5%, with various
                           maturities to 3/1/26 ...........................................................  14,175,178
          26,015,434     Federal National Mortgage Association, 7%, with various
                           maturities to 8/1/26 ...........................................................  25,099,772
                                                                                                             ----------
                         TOTAL U.S. GOVERNMENT AGENCY MORTGAGE PASS-THRUS (COST $39,549,999) ..............  39,274,950
                                                                                                             ----------

- -----------------------------------------------------------------------------------------------------------------------
  FOREIGN BONDS -- U.S.$ DENOMINATED 1.0%
- -----------------------------------------------------------------------------------------------------------------------

          1,000,000      ABN-AMRO Bank NV, Subordinated Note, 7.13%, 10/15/93 .............................     904,590
          3,000,000      Province of Ontario, Global Medium Term Note, 6%, 2/21/06 ........................   2,765,820
            575,000      Royal Bank of Scotland, 6.375%, 2/1/11 ...........................................     515,223
                                                                                                             ----------
                         TOTAL FOREIGN BONDS -- U.S.$ DENOMINATED (COST $4,410,708) .......................   4,185,633
                                                                                                             ----------
 
- -----------------------------------------------------------------------------------------------------------------------
  ASSET BACKED 3.2%
- -----------------------------------------------------------------------------------------------------------------------

AUTOMOBILE RECEIVABLES 1.7%
          4,000,000      Ford Credit Automobile Trust Series 1996-A A4,  6.75%, 9/15/00 ...................   4,027,480
          3,000,000      Premier Auto Trust Asset Backed Certificate Series 1996-3 A4, 6.75%,
                           11/6/00 ........................................................................   3,018,750
                                                                                                             ----------
                                                                                                              7,046,230
                                                                                                             ----------
</TABLE>


    The accompanying notes are an integral part of the financial statements

                                       52

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------

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

Principal                                                                                                     Market
Amount($)                                                                                                    Value($)
- -----------------------------------------------------------------------------------------------------------------------

<S>       <C>            <C>                                                                                 <C>
CREDIT CARD RECEIVABLES 1.5%
          4,000,000      Chase Manhattan Credit Card Master Trust, Series 1996-4A, 6.73%, 2/15/02 .........   4,022,480
          2,000,000      Sears Credit Account Master Trust Series 1995-4, 6.25%, 1/15/03 ..................   1,999,360
                                                                                                              ---------
                                                                                                              6,021,840
                                                                                                             ----------
                         TOTAL ASSET BACKED (COST $12,997,645) ............................................  13,068,070
                                                                                                             ----------

- -----------------------------------------------------------------------------------------------------------------------
  CORPORATE BONDS 11.6%
- -----------------------------------------------------------------------------------------------------------------------

CONSUMER DISCRETIONARY 0.9%
          4,000,000      ITT Corp., 7.375%, 11/15/15 ......................................................   3,720,640
                                                                                                             ----------

CONSUMER STAPLES 0.4%
          2,000,000      Borden Inc., 7.875%, 2/15/23 .....................................................   1,634,080
                                                                                                             ----------

FINANCIAL 4.7%
          5,850,000      Associates Corp. of North America, 6.625%,  5/15/01 ..............................   5,791,266
          4,000,000      Capital One Bank Medium Term Note, 5.95%, 2/15/01 ................................   3,819,160
          1,000,000      General Electric Capital Services Inc., 7.5%, 8/21/35 ............................     990,780
          2,500,000      Societe Generale, 7.4%, 6/1/06 ...................................................   2,497,075
          4,000,000      Southern National Corp., 7.05%, 5/23/03 ..........................................   3,976,960
          2,000,000      Wells Fargo & Co., 6.875%, 4/1/06 ................................................   1,931,240
                                                                                                             ----------
                                                                                                             19,006,481
                                                                                                             ----------

MEDIA 2.4%
          2,000,000      News America Holdings Inc., 8.5%, 2/15/05 ........................................   2,116,600
          4,000,000      Tele-Communications, Inc., 8%, 8/1/05 ............................................   3,909,360
          3,500,000      Time Warner Inc., 9.125%, 1/15/13 ................................................   3,710,420
                                                                                                             ----------
                                                                                                              9,736,380
                                                                                                             ----------

DURABLES 2.0%
          1,000,000      Boeing Co., 6.875%, 10/15/43 .....................................................     907,820
          3,000,000      Comdisco, Inc., Senior Note, 5.75%, 2/15/01 ......................................   2,876,310
          1,000,000      Ford Motor Co., 8.875%, 1/15/22 ..................................................   1,117,940
          2,000,000      Lockheed Martin Corp., 7.75%, 5/1/26 .............................................   2,011,540
          1,000,000      McDonnell Douglas Corp., 9.75%, 4/1/12 ...........................................   1,190,960
                                                                                                             ----------
                                                                                                              8,104,570
                                                                                                             ----------

TECHNOLOGY 0.4%
          1,500,000      Loral Corp., 8.375%, 6/15/24 .....................................................   1,604,520
                                                                                                             ----------

TRANSPORTATION 0.8%
          2,500,000      AMR Corp., 9.75%, 8/15/21 ........................................................   2,935,650
                                                                                                             ----------
                         TOTAL CORPORATE BONDS (COST $46,912,533) .........................................  46,742,321
                                                                                                             ----------

- -----------------------------------------------------------------------------------------------------------------------
  CONVERTIBLE BONDS 0.4%
- -----------------------------------------------------------------------------------------------------------------------

HEALTH 0.1%
Pharmaceuticals
            290,000      Sandoz Capital BVI Ltd., 2%, 10/6/02 .............................................     324,075
                                                                                                             ----------

FINANCIAL 0.1%
Other Financial Companies
            200,000      First Financial Management Corp., 5%, 12/15/99 ...................................     384,000
                                                                                                             ----------

SERVICE INDUSTRIES 0.2%
Miscellaneous Commercial Services
          1,000,000      ADT Operations Inc., Liquid Yield Option Note, 7/6/10 ............................     567,500
            260,000      Jardine Strategic Holdings Ltd., 7.5%, 5/7/49 ....................................     282,100
                                                                                                             ----------
                                                                                                                849,600
                                                                                                             ----------
</TABLE>




    The accompanying notes are an integral part of the financial statements

                                       53

<PAGE>

   AARP BALANCED STOCK AND BOND FUND


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
  
- --------------------------------------------------------------------------------------------------------

Principal                                                                                       Market
Amount($)                                                                                      Value($)
- --------------------------------------------------------------------------------------------------------

<S>       <C>       <C>                                                                       <C>
CONSTRUCTION 0.0%
Homebuilding
          30,000    Empresa ICA Sociedad Controladora S.A., 5%, 3/15/04 ....................      21,000
                                                                                              ----------
                    TOTAL CONVERTIBLE BONDS (COST $1,201,871) ..............................   1,578,675
                                                                                              ----------

- --------------------------------------------------------------------------------------------------------
  CONVERTIBLE PREFERRED STOCKS 1.6%
- --------------------------------------------------------------------------------------------------------

Shares
- ---------
CONSUMER DISCRETIONARY 0.3%
Department & Chain Stores
          23,500    Kmart 7.75% ............................................................   1,148,563
                                                                                              ----------

HEALTH 0.3%
Health Industry Services
          45,600    FHP International Corp.,"A", Cum. $1.25 ................................   1,419,300
                                                                                              ----------

FINANCIAL 0.4%
Consumer Finance 0.3%
          33,100    Advanta Corp. 6.75% ....................................................   1,381,925
                                                                                              ----------

REAL ESTATE 0.1%
          14,600    Security Capital Industrial Trust "B" 7% ...............................     357,700
                                                                                              ----------

MANUFACTURING 0.5%
Containers & Paper 0.2%
           3,300    Boise Cascade Corp. "G", Cum. $1.58 ....................................      92,400
          15,400    Bowater, Inc. 7% "B" ...................................................     483,175
          2,100     International Paper Co. 5.25% ..........................................      99,750
                                                                                              ----------
                                                                                                 675,325
                                                                                              ----------

Industrial Specialty 0.2%
          31,300    Cooper Industries, Inc. 6% .............................................     641,650
                                                                                              ----------
Wholesale Distributors 0.1%
           4,700    Alco Standard Corp. 6.5% ...............................................     427,700
                                                                                              ----------

ENERGY 0.1%
Oil & Gas Production
           4,200    Parker & Parsley Capital Corp. 6.25% ...................................     227,325
                                                                                              ----------
                    TOTAL CONVERTIBLE PREFERRED STOCKS (COST $5,563,150) ...................   6,279,488
                                                                                              ----------

- --------------------------------------------------------------------------------------------------------
  COMMON STOCKS 55.2%
- --------------------------------------------------------------------------------------------------------

CONSUMER DISCRETIONARY 2.5%
Department & Chain Stores
          54,200    J.C. Penney Co., Inc. ..................................................   2,933,575
          38,000    May Department Stores ..................................................   1,847,750
          89,800    Rite Aid Corp. .........................................................   3,255,250
          48,100    Sears, Roebuck & Co. ...................................................   2,152,475
                                                                                              ----------
                                                                                              10,189,050
                                                                                              ----------

CONSUMER STAPLES 5.4%
Alcohol 0.6%
          67,600    Anheuser Busch Companies, Inc. .........................................   2,543,450
                                                                                              ----------
Consumer Electronic & Photographic Products 0.6%
          11,700    Duracell International Inc. ............................................     750,263
          33,800    Whirlpool Corp. ........................................................   1,711,125
                                                                                              ----------
                                                                                               2,461,388
                                                                                              ----------
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       54

<PAGE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
  
- --------------------------------------------------------------------------------------------------------

                                                                                                Market
Shares                                                                                         Value($)
- --------------------------------------------------------------------------------------------------------

<S>      <C>        <C>                                                                       <C>
Food & Beverage 2.0%
          43,900    General Mills, Inc. ..................................................     2,650,463
         114,550    H.J. Heinz Co. .......................................................     3,866,063
           9,200    Unilever NV (New York shares) ........................................     1,450,150
                                                                                              ----------
                                                                                               7,966,676
                                                                                              ----------
Package Goods/Cosmetics 2.2%
          36,000    Avon Products Inc. ...................................................     1,786,500
          11,400    Clorox Co. ...........................................................     1,092,975
          48,900    Kimberly-Clark Corp. .................................................     4,309,313
          37,700    Tambrands Inc. .......................................................     1,588,113
                                                                                              ----------
                                                                                               8,776,901
                                                                                              ----------

HEALTH 7.0%
Medical Supply & Specialty 0.8%
          84,200    Bausch & Lomb, Inc. ..................................................     3,094,350
                                                                                              ----------
Pharmaceuticals 6.2%
          47,600    American Home Products Corp. .........................................     3,034,500
          67,600    Baxter International Inc. ............................................     3,160,300
          32,600    Bristol-Myers Squibb Co. .............................................     3,141,825
          28,400    Eli Lilly & Co. ......................................................     1,831,800
          68,200    Schering-Plough Corp. ................................................     4,194,300
          39,200    SmithKline Beecham PLC (ADR) .........................................     2,386,300
          64,800    Warner-Lambert Co. ...................................................     4,276,800
         122,100    Zeneca Group PLC .....................................................     3,034,936
                                                                                              ----------
                                                                                              25,060,761
                                                                                              ----------

COMMUNICATIONS 3.6%
Telephone/Communications
          72,700    Alltel Corp. .........................................................     2,026,513
          30,200    Bell Atlantic Corp. ..................................................     1,808,225
          65,600    GTE Corp. ............................................................     2,525,600
          33,000    Hong Kong Telecommunications Ltd. (ADR) ..............................       594,000
          40,400    Koninklijke PTT Nederland ............................................     1,389,524
          54,500    NYNEX Corp. ..........................................................     2,370,750
          22,000    SBC Communications, Inc. .............................................     1,058,750
          56,600    Sprint Corp. .........................................................     2,200,325
          100,000   Telecom Corp. of New Zealand .........................................       469,762
                                                                                              ----------
                                                                                              14,443,449
                                                                                              ----------

FINANCIAL 11.0%
Banks 4.5%
          44,300    Bankers Trust New York Corp. .........................................     3,483,088
          41,100    Chase Manhattan Corp. (New) ..........................................     3,293,138
          67,400    CoreStates Financial Corp. ...........................................     2,915,050
          42,900    First Bank System Inc. ...............................................     2,868,938
          34,100    J.P. Morgan & Co., Inc. ..............................................     3,030,638
          54,200    KeyCorp (New) ........................................................     2,384,800
                                                                                              ----------
                                                                                              17,975,652
                                                                                              ----------
Insurance 1.9%
          30,728    Allstate Corp. .......................................................     1,513,404
          62,600    EXEL, Ltd. ...........................................................     2,175,345
          17,400    Hartford Steam Boiler Inspection & Insurance Co. .....................       778,650
          73,300    Lincoln National Corp. ...............................................     3,216,038
                                                                                              ----------
                                                                                               7,683,437
                                                                                              ----------
</TABLE>




    The accompanying notes are an integral part of the financial statements

                                       55

<PAGE>


   AARP BALANCED STOCK AND BOND FUND


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
  
- --------------------------------------------------------------------------------------------------------

                                                                                                Market
Shares                                                                                         Value($)
- --------------------------------------------------------------------------------------------------------

<S>      <C>        <C>                                                                       <C>
Other Financial Companies 1.7%
          74,600    Federal National Mortgage Association ..................................   2,601,675
          55,300    Student Loan Marketing Association .....................................   4,126,763
                                                                                              ----------
                                                                                               6,728,438
                                                                                              ----------
Real Estate 2.9%
          15,500    Developers Diversified Realty Corp. ....................................     497,938
          46,800    Equity Residential Properties Trust (REIT) .............................   1,673,100
          66,600    Health Care Property Investment Inc. (REIT) ............................   2,172,825
          61,700    Meditrust SBI (REIT) ...................................................   2,136,363
         101,600    Nationwide Health Properties Inc. (REIT) ...............................   2,235,200
          26,000    Omega Healthcare Investors (REIT) ......................................     780,000
          53,083    Security Capital Industrial Trust ......................................     968,765
          54,128    Simon DeBartolo Group, Inc. ............................................   1,380,264
                                                                                              ----------
                                                                                              11,844,455
                                                                                              ----------

MEDIA 0.2%
Print Media
          20,900    Reader's Digest Association Inc. "A" ...................................     854,288
                                                                                              ----------

SERVICE INDUSTRIES 0.2%
Printing/Publishing
          13,900    Dun & Bradstreet Corp. .................................................     828,788
                                                                                              ----------

DURABLES 4.7%
Aerospace 2.9%
           7,200    AAR Corp. ..............................................................     166,500
          40,972    Lockheed Martin Corp. ..................................................   3,692,602
           4,000    Northrop Grumman Corp. .................................................     321,000
          62,900    Rockwell International Corp. ...........................................   3,545,988
          32,900    United Technologies Corp. ..............................................   3,952,113
                                                                                              ----------
                                                                                              11,678,203
                                                                                              ----------
Automobiles 1.5%
          53,200    Dana Corp. .............................................................   1,609,300
          15,000    Eaton Corp. ............................................................     905,625
          70,700    Ford Motor Co. .........................................................   2,209,375
          28,900    Genuine Parts Co. ......................................................   1,264,375
                                                                                              ----------
                                                                                               5,988,675
                                                                                              ----------
Construction/Agricultural Equipment 0.3%
          20,300    PACCAR, Inc. ...........................................................   1,111,425
                                                                                              ----------

MANUFACTURING 9.3%
Chemicals 2.8%
          46,500    DSM NV (ADR) ...........................................................   1,139,250
          22,800    Dow Chemical Co. .......................................................   1,829,700
          45,800    E.I. du Pont de Nemours & Co. ..........................................   4,041,850
          26,400    Eastman Chemical Co. ...................................................   1,541,100
          11,000    Imperial Chemical Industries PLC (ADR) (New) ...........................     580,250
          93,300    Lyondell Petrochemical Co. .............................................   2,169,225
                                                                                              ----------
                                                                                              11,301,375
                                                                                              ----------
Containers & Paper 0.7%
          81,500    Stone Container Corp. ..................................................   1,273,438
          48,400    Westvaco Corp. .........................................................   1,433,850
                                                                                              ----------
                                                                                               2,707,288
                                                                                              ----------
Diversified Manufacturing 1.9%
          47,100    Dresser Industries Inc. ................................................   1,401,225
          21,400    Olin Corp. .............................................................   1,797,600
          50,200    TRW Inc. ...............................................................   4,668,600
                                                                                              ----------
                                                                                               7,867,425
                                                                                              ----------
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       56

<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
                                                              
- ------------------------------------------------------------------------------
                                                              
                                                                      Market
Shares                                                               Value($)
- ------------------------------------------------------------------------------
                                                              
<S><C>     <C>                                                       <C>
                                                              
                                                              
Electrical Products 0.9%                                      
   32,200  Philips NV (New York shares) ..........................   1,155,175
   57,100  Thomas & Betts Corp. ..................................   2,341,100
                                                                    ----------
                                                                     3,496,275
                                                                    ----------
Industrial Specialty 0.2%                                     
   16,100  Corning Inc. ..........................................     627,900
                                                                    ----------
Machinery/Components/Controls 0.1%                            
   10,400  Timken Co. ............................................     408,200
                                                                    ----------
Office Equipment/Supplies 1.8%                                
  135,900  Xerox Corp. ...........................................   7,287,633
                                                                    ----------
Specialty Chemicals 0.9%                                      
   55,300  Betz Laboratories Inc. ................................   2,903,250
   24,900  Witco Corp. ...........................................     818,583
                                                                    ----------
                                                                     3,721,833
                                                                    ----------
                                                              
ENERGY 4.6%                                                   
Oil Companies                                                 
   20,400  Exxon Corp. ...........................................   1,698,300
   55,500  Murphy Oil Corp. ......................................   2,677,875
   31,400  Pennzoil Co. ..........................................   1,660,275
   39,900  Repsol SA (ADR) .......................................   1,321,688
   15,000  Royal Dutch Petroleum Co. (New York shares) ...........   2,341,875
   61,981  Societe Nationale Elf Aquitaine (ADR) .................   2,440,502
   12,400  Texaco Inc. ...........................................   1,140,800
   60,701  Total SA (ADR) ........................................   2,374,927
  123,500  YPF S.A. "D" (ADR) ....................................   2,825,061
                                                                    ----------
                                                                    18,481,303
                                                                    ----------
                                                              
METALS & MINERALS 1.9%                                        
Steel & Metals                                                
   99,335  Allegheny Teledyne Inc. ...............................   2,247,454
   84,000  Freeport McMoRan Copper & Gold, Inc. "A" ..............   2,478,000
  101,500  Oregon Steel Mills, Inc. ..............................   1,560,563
   21,900  Phelps Dodge Corp. ....................................   1,404,338
                                                                    ----------
                                                                     7,690,355
                                                                    ----------
                                                              
CONSTRUCTION 1.1%                                             
Forest Products                                               
   30,700  Georgia Pacific Corp. .................................   2,429,138
   48,600  Louisiana-Pacific Corp. ...............................   1,105,650
   22,400  Weyerhaeuser Co. ......................................   1,033,200
                                                                    ----------
                                                                     4,567,988
                                                                    ----------
                                                              
TRANSPORTATION 0.7%                                           
Railroads                                                     
   59,100  Canadian National Railway Co. .........................   1,211,550
   19,500  Union Pacific Corp. ...................................   1,428,375
                                                                    ----------
                                                                     2,639,925
                                                                    ----------
                                                              
UTILITIES 3.0%                                                
Electric Utilities                                            
   32,900  CINergy Corp. .........................................   1,015,788
   20,700  CMS Energy Corp. ......................................     623,588
   59,300  National Power PLC (GDR) ..............................   1,475,088
   26,100  PacifiCorp ............................................     538,313
   50,800  Pacific Gas & Electric Co. ............................   1,104,900
   57,000  PowerGen PLC (ADR) ....................................   1,759,875
   30,900  Southern Company ......................................     699,113
</TABLE>


    The accompanying notes are an integral part of the financial statements

                                       57

<PAGE>


   AARP BALANCED STOCK AND BOND FUND

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                                              
- --------------------------------------------------------------------------------
                                                              
                                                                        Market
Shares                                                                 Value($)
- --------------------------------------------------------------------------------
                                                              
<S> <C>      <C>                                                     <C>

    124,600  TNP Enterprises Inc. .................................    3,083,850
     10,500  Texas Utilities Co., Inc. ............................      416,063
     63,600  Unicom Corp. .........................................    1,597,950
                                                                     -----------
                                                                      12,314,528
                                                                     -----------
             TOTAL COMMON STOCKS (COST $181,331,287) ..............  222,341,414
                                                                     ===========
<CAPTION>

- --------------------------------------------------------------------------------
   SUMMARY                                           % OF NET ASSETS
- --------------------------------------------------------------------------------
<S>          <C>                                          <C>        <C>
             Total Investment Portfolio (Cost 
               $361,153,424) (a) .......................   99.9      402,737,987
             Other Assets and Liabilities, Net .........    0.1          441,952
                                                          -----      -----------
             Net Assets ................................  100.0      403,179,939
                                                          =====      ===========

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


  REIT   Real Estate Investment Trust

    **   Effective maturities will be shorter due to prepayments.

   ***   Yield (unaudited); bond equivalent yield to maturity; not a coupon
         rate.

   (a)   At September 30, 1996, the net unrealized appreciation on investments 
         based on cost for federal income tax purposes of $361,182,456 was as 
         follows:

         Aggregate gross unrealized appreciation for all 
         investments in which there is an excess of value
         over tax cost ...........................................  $44,701,820

         Aggregate  gross unrealized depreciation for all
         investments in which there is an excess of tax 
         cost over value .........................................   (3,146,289)
                                                                    ----------- 
         Net unrealized appreciation .............................  $41,555,531
                                                                    ===========

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

         For the year ended September 30, 1996, purchases and sales of
         investment securities (excluding short-term investments, U.S.
         Government obligations and U.S. Government Agencies) aggregated
         $169,718,696 and $55,986,876, respectively. Purchases and sales of U.S.
         Government obligations and U.S. Government Agencies aggregated
         $96,989,449 and $44,895,774, respectively.

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

         The aggregate face value of future contracts closed during the year
         ended September 30, 1996 was $3,641,641.

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

         Percentage breakdown of investments is based on total net assets of the
         Fund. The total net assets of the Fund are comprised of the Fund's
         investment portfolio, other assets and liabilities. The percentage of
         the investment portfolio may be greater or less than 100% due to the
         inclusion of the Fund's assets and liabilities in the calculation. The
         Fund's other assets and liabilities are disclosed in the Statement of
         Assets and Liabilities.
</TABLE>

         The accompanying notes are an integral part of the financial statements

                                       58

<PAGE>
  AARP GROWTH AND INCOME FUND

<TABLE>
- --------------------------------------------------------------------------------------------------------------------
  LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996 
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>

Principal                                                                                                  Market
Amount($)                                                                                                 Value($)
- --------------------------------------------------------------------------------------------------------------------

<S>     <C>         <C>                                                                                  <C>

- --------------------------------------------------------------------------------------------------------------------
  REPURCHASE AGREEMENTS 0.1%
- --------------------------------------------------------------------------------------------------------------------

         2,188,000  Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 9/30/96 
                      at 5.7% to be repurchased at $2,188,346 on 10/1/96, collateralized
                      by a $1,635,000 U.S. Treasury Note, 11.625%, 11/15/04 (COST $2,188,000) ........     2,188,000
                                                                                                         -----------

- --------------------------------------------------------------------------------------------------------------------
  COMMERCIAL PAPER 2.6%
- --------------------------------------------------------------------------------------------------------------------
        35,000,000  American Express Credit Corp., 11/21/96 ..........................................    34,731,044
        20,000,000  Associates Corp. of North America, 10/17/96 ......................................    19,949,756
        20,000,000  General Electric Capital Services Inc., 12/4/96 ..................................    19,805,722
        15,300,000  Pitney Bowes Credit Corp., 10/15/96 ..............................................    15,266,085
        20,000,000  Walt Disney Co. Discount Note, 10/23/96 ..........................................    19,932,022
                                                                                                         -----------
                    TOTAL COMMERCIAL PAPER (COST $109,704,595) .......................................   109,684,629
                                                                                                         -----------

- --------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS 0.1%
- --------------------------------------------------------------------------------------------------------------------

FINANCIAL
         4,500,000  Siemens Capital Corp. with warrants, 8%, 6/24/02 (COST $5,885,818) ...............     6,075,000
                                                                                                         -----------

- --------------------------------------------------------------------------------------------------------------------
  CONVERTIBLE BONDS 3.3%
- --------------------------------------------------------------------------------------------------------------------

CONSUMER DISCRETIONARY 1.0%
Department & Chain Stores
         4,000,000  Federated Department Stores, Inc. debenture, 5%, 10/1/03 .........................     4,480,000
        34,500,000  Home Depot Inc. Convertible until 10/1/01, 3.25%, 10/1/01 ........................    35,103,750
 .....................................................................................................   -----------
                                                                                                          39,583,750
                                                                                                         -----------

HEALTH 0.2%
Pharmaceuticals
         6,260,000  Sandoz Capital BVI Ltd., 2%, 10/6/02 .............................................     6,995,550
                                                                                                         -----------

COMMUNICATIONS 0.0%
Telephone/Communications
         1,000,000  Compania de Telefonos de Chile, S.A., 4.5%, 1/15/03 ..............................     1,200,000
                                                                                                         -----------

FINANCIAL 1.1%
Banks 0.5%

        17,290,000  MBL International Finance Bermuda, 3.0%, 11/30/02 ................................    19,624,150
                                                                                                         -----------
Real Estate 0.4%
        18,250,000  Security Capital Corp., 6.5%, 3/29/16(b)(c) ......................................    18,250,000
                                                                                                         -----------
Other Financial Companies 0.2%
         5,200,000  First Financial Management Corp., 5.0%, 12/15/99 .................................     9,984,000
                                                                                                         -----------

SERVICE INDUSTRIES 0.5%
Miscellaneous Commercial Services
        25,000,000  ADT Operations Inc., Liquid Yield Option Note, 7/6/10 ............................    14,187,500
         7,036,000  Jardine Strategic Holdings Ltd., 7.5%, 5/7/49 ....................................     7,634,060
                                                                                                         -----------
                                                                                                          21,821,560
                                                                                                         -----------

DURABLES 0.1%
Automobiles
         4,000,000  Magna International, Inc., 5.0%, 10/15/02 ........................................     4,300,000
                                                                                                         -----------

MANUFACTURING 0.1%
Diversified Manufacturing
         5,000,000  Thermo Electron Corp., 4.25%, 1/1/03 .............................................     6,000,000
                                                                                                         -----------
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       59

<PAGE>

  AARP GROWTH AND INCOME FUND

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
  
- --------------------------------------------------------------------------------------------------------------------

Principal                                                                                                  Market
Amount($)                                                                                                 Value($)
- --------------------------------------------------------------------------------------------------------------------

<S>     <C>         <C>                                                                                  <C>
TECHNOLOGY 0.1%
Electronic Data Processing
         8,000,000  Silicon Graphics Inc., Zero Coupon, 11/2/13 ......................................     3,980,000
                                                                                                         -----------

CONSTRUCTION 0.2%
Homebuilding
        10,670,000  Empresa ICA Sociedad Controladora S.A., 5.0%, 3/15/04 ............................     7,469,000
                                                                                                         -----------
                    TOTAL CONVERTIBLE BONDS (COST $127,964,368) ......................................   139,208,010
                                                                                                         -----------

- --------------------------------------------------------------------------------------------------------------------
  CONVERTIBLE PREFERRED STOCKS 2.8%
- --------------------------------------------------------------------------------------------------------------------

Shares
- ---------------
CONSUMER DISCRETIONARY 0.5%
Department & Chain Stores
           439,800  Kmart 7.75% ......................................................................    21,495,225
                                                                                                         -----------

HEALTH 0.7%
Health Industry Services 0.7%
           848,700  FHP International Corp.,"A", Cum. $1.25 ..........................................    26,415,788
                                                                                                         -----------
Medical Supply & Specialty 0.0%
            25,000  U.S. Surgical Corp. "A", Cum. $2.20 ..............................................     1,034,375
                                                                                                         -----------

FINANCIAL 0.3%
Consumer Finance 0.1%
           129,000  Advanta Corp. 6.75% ..............................................................     5,385,750
                                                                                                         -----------
Real Estate 0.2%
           302,400  Security Capital Industrial Trust "B" 7% .........................................     7,408,800
                                                                                                         -----------

MANUFACTURING 0.6%
Containers & Paper 0.1%
            61,900  Boise Cascade Corp. "G", Cum $1.58 ...............................................     1,733,200
            50,200  International Paper Co. 5.25% ....................................................     2,384,500
                                                                                                         -----------
                                                                                                           4,117,700
                                                                                                         -----------
Industrial Specialty 0.3%
           652,400  Cooper Industries, Inc. 6.0% .....................................................    13,374,200
                                                                                                         -----------
Wholesale Distributors 0.2%
           102,800  Alco Standard Corp. 6.5% .........................................................     9,354,800
                                                                                                         -----------

TECHNOLOGY 0.1%
Electronic Data Processing 0.1%
            50,000  Ceridian Corp. 5.5% ..............................................................     5,462,500
                                                                                                         -----------

ENERGY 0.3%
Oil & Gas Production
           215,300  Parker & Parsley Capital Corp. 6.25% .............................................    11,706,938
                                                                                                         -----------

METALS & MINERALS 0.3%
Precious Metals
           500,000  Freeport McMoRan Copper & Gold, Inc., Cum.$1.25 ..................................    13,875,000
                                                                                                         -----------
                    TOTAL CONVERTIBLE PREFERRED STOCKS (COST $102,560,937) ...........................   119,631,076
                                                                                                         -----------

- --------------------------------------------------------------------------------------------------------------------
  COMMON STOCKS 91.7%
- --------------------------------------------------------------------------------------------------------------------

CONSUMER DISCRETIONARY 4.3%
Department & Chain Stores
           909,800  J.C. Penney Co., Inc. ............................................................    49,242,925
           577,200  May Department Stores ............................................................    28,066,350
         1,855,200  Rite Aid Corp. ...................................................................    67,251,000 
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       60

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
  
- --------------------------------------------------------------------------------

                                                                       Market
Shares                                                                Value($)
- --------------------------------------------------------------------------------

<S>     <C>         <C>                                              <C>
          812,900   Sears, Roebuck & Co. .........................    36,377,275
                                                                     -----------
 .................................................................   180,937,550
                                                                     -----------

CONSUMER STAPLES 8.7%
Alcohol 1.1%

        1,262,600   Anheuser-Busch Companies, Inc. ...............    47,505,325
                                                                     -----------
Consumer Electronic & Photographic Products 1.1%
          218,000   Duracell International Inc. ..................    13,979,250
          605,600   Whirlpool Corp. ..............................    30,658,500
                                                                     -----------
                                                                      44,637,750
                                                                     -----------
Consumer Specialties 0.0%
          159,200   A.T. Cross Co. "A" ...........................     1,810,900
                                                                     -----------
Food & Beverage 3.1%
          598,400   General Mills, Inc. ..........................    36,128,400
        2,064,900   H.J. Heinz Co. ...............................    69,690,375
          165,200   Unilever NV (New York shares) ................    26,039,650
                                                                     -----------
                                                                     131,858,425
                                                                     -----------
Package Goods/Cosmetics 3.4%
          618,100   Avon Products Inc. ...........................    30,673,213
          215,300   Clorox Co. ...................................    20,641,888
          701,300   Kimberly-Clark Corp. .........................    61,802,063
          713,000   Tambrands Inc. ...............................    30,035,125
                                                                     -----------
                                                                     143,152,289
                                                                     -----------

HEALTH 10.4%
Medical Supply & Specialty 1.2%
        1,347,200   Bausch & Lomb, Inc. ..........................    49,509,600
                                                                     -----------
Pharmaceuticals 9.2%
          772,800   American Home Products Corp. .................    49,266,000
        1,166,300   Baxter International Inc. ....................    53,816,300
          577,000   Bristol-Myers Squibb Co. .....................    55,608,375
          546,600   Eli Lilly & Co. ..............................    35,255,700
          905,500   Schering-Plough Corp. ........................    55,688,250
          661,300   SmithKline Beecham PLC (ADR) .................    40,256,638
          926,600   Warner-Lambert Co. ...........................    61,155,600
        1,446,900   Zeneca Group PLC .............................    35,964,369
              300   Zeneca Group PLC (ADR) .......................        22,275
                                                                     -----------
                                                                     387,033,507
                                                                     -----------

COMMUNICATIONS 5.9%
Telephone/Communications
        1,374,000   Alltel Corp. .................................    38,300,250
          502,700   Bell Atlantic Corp. ..........................    30,099,163
        1,068,500   GTE Corp. ....................................    41,137,250
          591,800   Hong Kong Telecommunications Ltd. (ADR) ......    10,652,400
          862,000   Koninklijke PTT Nederland ....................    29,647,766
        1,043,100   NYNEX Corp. ..................................    45,374,850
        1,127,000   Sprint Corp. .................................    43,812,125
        2,036,000   Telecom Corp. of New Zealand .................     9,564,345
                                                                     -----------
                                                                     248,588,149
                                                                     -----------

FINANCIAL 18.3%
Banks 8.9%
          286,000   AmSouth Bancorp. .............................    12,727,000
          590,000   Argentaria Corporacion Bancaria de Espana ....    24,428,360
          125,500   BankAmerica Corp. ............................    10,306,688
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       61

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
  
- --------------------------------------------------------------------------------

                                                                       Market
Shares                                                                Value($)
- --------------------------------------------------------------------------------

<S>  <C>          <C>                                                <C>
       804,600    Bankers Trust New York Corp. ....................   63,261,675
       649,200    Chase Manhattan Corp. (New) .....................   52,017,150
       983,800    CoreStates Financial Corp. ......................   42,549,350
       712,300    First Bank System Inc. ..........................   47,635,063
       299,400    First Chicago NBD Corp. .........................   13,547,850
       574,800    J.P. Morgan & Co., Inc. .........................   51,085,350
       980,200    KeyCorp (New) ...................................   43,128,800
       120,900    NationsBank Corp. ...............................   10,503,188
       128,500    Nordbanken AB ...................................    3,293,630
                                                                     -----------
                                                                     374,484,104
                                                                     -----------
Insurance 2.9%
       477,423    Allstate Corp. ..................................   23,513,085
       979,100    EXEL, Ltd. ......................................   34,023,725
       306,600    Hartford Steam Boiler Inspection &
                    Insurance Co. .................................   13,720,350
     1,110,200    Lincoln National Corp. ..........................   48,710,025
                                                                     -----------
                                                                     119,967,185
                                                                     -----------
Other Financial Companies 2.8%
     1,237,800    Federal National Mortgage Association ...........   43,168,275
     1,045,000    Student Loan Marketing Association ..............   77,983,125
                                                                     -----------
                                                                     121,151,400
                                                                     -----------
Real Estate 3.7%
      245,800     Avalon Properties, Inc. (REIT) ..................    5,714,850
      386,200     Camden Property Trust (REIT) ....................    9,896,375
       88,500     Charles E. Smith Residential Realty, Inc. (REIT)     2,135,063
      235,000     Developers Diversified Realty Corp. (REIT) ......    7,549,375
       28,000     Equity Residential Properties Trust (REIT) ......    1,001,000
    1,716,600     General Growth Properties, Inc. (REIT) ..........   42,700,425
      409,800     Health Care Property Investment Inc. (REIT) .....   13,369,725
       31,100     Mark Centers Trust (REIT) .......................      338,213
      457,900     Meditrust SBI (REIT) ............................   15,854,788
      680,800     Nationwide Health Properties Inc. (REIT) ........   14,977,600
       71,200     Post Properties Inc. (REIT) .....................    2,607,700
       17,398     Security Capital Corp.(b)(c) ....................   18,510,962
      431,708     Security Capital Industrial Trust (REIT) ........    7,878,671
      451,200     South West Property Trust Inc. (REIT) ...........    6,260,400
      150,000     Spieker Properties, Inc. (REIT) .................    4,406,250
      102,100     Vornado Realty Trust (REIT) .....................    4,135,050
                                                                     -----------
                                                                     157,336,447
                                                                     -----------

MEDIA 0.3%
Print Media
      336,400     Reader's Digest Association Inc. "A" ............   13,750,350
                                                                     -----------

SERVICE INDUSTRIES 0.3%
Printing/Publishing
      242,200     Dun & Bradstreet Corp. ..........................   14,441,175
                                                                     -----------

DURABLES 7.5%
Aerospace 4.3%
      128,700     AAR Corp. .......................................    2,976,188
      604,700     Lockheed Martin Corp. ...........................   54,498,588
       79,000     Northrop Grumman Corp. ..........................    6,339,750
      934,300     Rockwell International Corp. ....................   52,671,163
      546,900     United Technologies Corp. .......................   65,696,363
                                                                     -----------
                                                                     182,182,052
                                                                     -----------
</TABLE>


    The accompanying notes are an integral part of the financial statements

                                       62

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
  
- --------------------------------------------------------------------------------

                                                                       Market
Shares                                                                Value($)
- --------------------------------------------------------------------------------

<S>  <C>          <C>                                                <C>
Automobiles 2.7%
       941,900    Dana Corp. .....................................    28,492,475
       444,100    Eaton Corp. ....................................    26,812,538
     1,145,700    Ford Motor Co. .................................    35,803,125
       471,400    Genuine Parts Co. ..............................    20,623,750
                                                                     -----------
                                                                     111,731,888
                                                                     -----------
Construction/Agricultural Equipment 0.5%
       383,400    PACCAR, Inc. ...................................    20,991,150
                                                                     -----------

MANUFACTURING 18.0%
Chemicals 5.2%
       390,900    DSM Group NV ...................................    38,348,146
       518,300    Dow Chemical Co. ...............................    41,593,575
       823,600    E.I. du Pont de Nemours & Co. ..................    72,682,700
       489,900    Eastman Chemical Co. ...........................    28,597,913
       800,000    Imperial Chemical Industries PLC ...............    10,581,083
     1,254,000    Lyondell Petrochemical Co. .....................    29,155,500
                                                                     -----------
                                                                     220,958,917
                                                                     -----------
Containers & Paper 1.9%
       566,900    Bowater, Inc. ..................................    21,542,200
     2,150,500    Stone Container Corp. ..........................    33,601,563
       883,900    Westvaco Corp. .................................    26,185,538
                                                                     -----------
                                                                      81,329,301
                                                                     -----------
Diversified Manufacturing 3.1%
       941,000    Dresser Industries Inc. ........................    27,994,750
       299,900    Olin Corp. .....................................    25,191,600
       833,100    TRW Inc. .......................................    77,478,300
                                                                     -----------
                                                                     130,664,650
                                                                     -----------
Electrical Products 2.0%
      815,000     Philips Electronics N.V. .......................    29,411,387
      367,300     Philips NV (New York shares) ...................    13,176,888
    1,014,600     Thomas & Betts Corp. ...........................    41,598,600
                                                                     -----------
                                                                      84,186,875
                                                                     -----------
Industrial Specialty 0.5%
      525,600     Corning Inc. ...................................    20,498,400
                                                                     -----------
Machinery/Components/Controls 0.7%
      925,000     S.K.F. AB "B" (Free)* ..........................    22,244,629
      214,500     Timken Co. .....................................     8,419,125
                                                                     -----------
                                                                      30,663,754
                                                                     -----------
Office Equipment/Supplies 2.8%
    2,192,100     Xerox Corp. ....................................   117,551,363
                                                                     -----------
Specialty Chemicals 1.8%
      204,800     ARCO Chemical Co. ..............................    10,240,000
      709,000     Betz Laboratories Inc. .........................    37,222,500
      306,400     Petrolite Corp. ................................    10,264,400
      501,600     Witco Corp. ....................................    16,490,100
                                                                     -----------
                                                                      74,217,000
                                                                     -----------

ENERGY 7.2%
Oil Companies
      309,500     Exxon Corp. ....................................    25,765,875
      395,300     Murphy Oil Corp. ...............................    19,073,225
      527,100     Pennzoil Co. ...................................    27,870,413
      545,900     Repsol SA (ADR) ................................    18,082,938
      264,700     Royal Dutch Petroleum Co. (New York shares) ....    41,326,288
</TABLE>


    The accompanying notes are an integral part of the financial statements

                                       63

<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
  
- --------------------------------------------------------------------------------

                                                                       Market
Shares                                                                Value($)
- --------------------------------------------------------------------------------

<S>  <C>          <C>                                              <C>
       488,800    Societe Nationale Elf Aquitaine ..............      38,220,176
       255,900    Texaco Inc. ..................................      23,542,800
       558,448    Total SA "B" .................................      43,947,171
       569,496    Total SA (ADR) ...............................      22,281,531
     1,941,300    YPF S.A. "D" (ADR) ...........................      44,407,238
                                                                   -------------
                                                                     304,517,655
                                                                   -------------

METALS & MINERALS 2.5%
Precious Metals 0.3%
       405,000    De Beers Consolidated Mines Ltd. (ADR) .......      12,555,000
                                                                   -------------

STEEL & METALS 2.2%
     1,815,310    Allegheny Teledyne Inc. ......................      41,071,389
       579,010    Freeport McMoRan Copper & Gold, Inc. "A" .....      17,080,795
     1,061,900    J & L Specialty Steel, Inc. ..................      14,468,388
       297,500    Phelps Dodge Corp. ...........................      19,077,188
                                                                   -------------
                                                                      91,697,760
                                                                   -------------

CONSTRUCTION 1.4%
Forest Products
      509,600     Georgia Pacific Corp. ........................      40,322,100
      394,900     Weyerhaeuser Co. .............................      18,214,763
                                                                   -------------
                                                                      58,536,863
                                                                   -------------

TRANSPORTATION 1.8%
Airlines 0.3%
      171,180     Delta Air Lines, Inc. ........................      12,324,960
                                                                   -------------
Railroads 1.5%
    1,200,900     Canadian National Railway Co. ................      24,618,450
      141,100     Norfolk Southern Corp. .......................      12,893,013
      339,200     Union Pacific Corp. ..........................      24,846,400
                                                                   -------------
                                                                      62,357,863
                                                                   -------------

UTILITIES 5.1%
Electric Utilities
      519,300     CINergy Corp. ................................      16,033,388
      261,200     CMS Energy Corp. .............................       7,868,650
    1,468,800     China Light & Power Co. Ltd. (ADR) ...........       6,829,920
      577,367     National Power PLC ...........................       3,560,669
      250,000     National Power PLC (GDR) .....................       6,218,750
      553,600     PacifiCorp ...................................      11,418,000
      824,500     Pacific Gas & Electric Co. ...................      17,932,875
    8,586,000     PowerGen PLC .................................      65,045,862
      942,503     PowerGen PLC (Sponsored ADR) .................      29,099,780
      636,400     Southern Company .............................      14,398,550
      224,600     Texas Utilities Co., Inc. ....................       8,899,775
    1,035,400     Unicom Corp. .................................      26,014,410
                                                                   -------------
                                                                     213,320,629
                                                                   -------------
                  TOTAL COMMON STOCKS (COST $2,933,400,128) ....   3,866,450,236
                                                                   -------------

<CAPTION>
- --------------------------------------------------------------------------------
  SUMMARY                                           % OF NET ASSETS
- --------------------------------------------------------------------------------
<S>               <C>                                    <C>      <C>
                  TOTAL INVESTMENT PORTFOLIO (COST                
                    $3,281,703,846)(a) ................  100.6    4,243,236,951
                                                                  
                  OTHER ASSETS AND LIABILITIES, NET ...   (0.6)     (24,253,553)
                                                         -----    -------------
                  NET ASSETS ..........................  100.0    4,218,983,398
                                                         =====    =============
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       64


<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


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

REIT  Real Estate Investment Trust

<TABLE>

  (a) At September 30, 1996, the net unrealized appreciation on investments based on cost for federal income tax purposes of
      $3,279,384,207 was as follows:

      <S>                                                                                                    <C>
      Aggregate gross unrealized appreciation for all investments in which there is an excess of value 
        over tax cost ...................................................................................    $989,964,050

      Aggregate gross unrealized depreciation for all investments in which there is an excess of tax 
        cost over value .................................................................................     (26,111,306)
                                                                                                             ------------
      Net unrealized appreciation .......................................................................    $963,852,744
                                                                                                             ============
</TABLE>

  (b) Securities valued in good faith by the Valuation Committee of the
      Board of Trustees amounted to $36,760,962 (.87% of net assets). The
      cost of these securities at September 30, 1996 was $36,500,000.

<TABLE>

  (c) Restricted Securities -- securities which have not been registered
      with the Securities and Exchange Commission under the Securities Act
      of 1933. Information concerning such restricted securities at
      September 30, 1996 is as follows:
<CAPTION>

      Security                                 Acquisition Date       Cost ($)
      --------                                 ----------------       --------

      <S>                                          <C>               <C>
      Security Capital Corp.                       4/19/96           18,250,000

      Security Capital Corp., 6.5%, 3/29/16        4/19/96           18,250,000
</TABLE>

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

<TABLE>

  At September 30, 1996, outstanding written call options were as follows (Note 1):

<CAPTION>


                              Number of    Expiration     Strike        Market   
                              Contracts       Date       Price ($)     Value ($)
                           -----------------------------------------------------

<S>                               <C>        <C>           <C>          <C>                                
  Xerox Corp.
  (Premiums received $19,199) ... 400        Nov. 96       60.00        20,000
</TABLE>

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

     Purchases and sales of investment securities (excluding short#term
     investments) for the year ended September 30, 1996, aggregated
     $1,515,643,194 and $863,095,769, respectively. In addition the Fund wrote a
     call option on Xerox Corp. (premium received $19,199).
- --------------------------------------------------------------------------------
     Percentage breakdown of investments is based on total net assets of the
     Fund. The total net assets of the Fund are comprised of the Fund's
     investment portfolio, other assets and liabilities. The percentage of the
     investment portfolio may be greater or less than 100% due to the inclusion
     of the Fund's assets and liabilities in the calculation. The Fund's other
     assets and liabilities are disclosed in the Statement of Assets and
     Liabilities.


    The accompanying notes are an integral part of the financial statements

                                       65

<PAGE>
    AARP GLOBAL GROWTH FUND

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
    LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

Principal                                                                                                                   Market
Amount ($)                                                                                                                 Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C>                <C>                                                                                                 <C>
- ------------------------------------------------------------------------------------------------------------------------------------
    REPURCHASE AGREEMENTS 8.4%
- ------------------------------------------------------------------------------------------------------------------------------------

      6,496,000        Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 9/30/96 at 5.7% to be
                         repurchased at $6,497,029 on 10/1/96, collateralized by a $6,488,000 U.S. Treasury Note,
                         5.875%, 7/31/97 (COST $6,496,000) ...........................................................     6,496,000
                                                                                                                           ---------
- ------------------------------------------------------------------------------------------------------------------------------------
    CONVERTIBLE BONDS 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------

GHANA
         13,000        Ashanti Capital Corp., 5.5%, 3/15/03 (COST $13,000) ...........................................        11,765
                                                                                                                           ---------
- ------------------------------------------------------------------------------------------------------------------------------------
    PREFERRED STOCKS 2.4%
- ------------------------------------------------------------------------------------------------------------------------------------

Shares
- ---------------
GERMANY

         36,582        RWE AG (Producer and marketer of petroleum and chemical products) .............................     1,117,474
          4,455        SAP AG (Computer software manufacturer) .......................................................       748,261
                                                                                                                           ---------
                       TOTAL PREFERRED STOCKS (COST $1,782,317) ......................................................     1,865,735
                                                                                                                           ---------
- ------------------------------------------------------------------------------------------------------------------------------------
    COMMON STOCKS 91.6%
- ------------------------------------------------------------------------------------------------------------------------------------

ARGENTINA 0.2%
          8,300        YPF S.A. "D" (ADR) (Petroleum company) ........................................................       189,863
                                                                                                                           ---------

AUSTRALIA 2.9%
         46,619        Broken Hill Proprietary Co. Ltd. (Petroleum, minerals and steel) ..............................       597,952
        493,058        Fosters Brewing Group Ltd. (Leading brewery) ..................................................       886,160
        118,000        Woodside Petroleum Ltd. (Major oil and gas producer) ..........................................       782,914
                                                                                                                           ---------
                                                                                                                           2,267,026
                                                                                                                           ---------
AUSTRIA 1.0%
         14,100        Flughafen Wien AG (Operator of terminals and facilities at Vienna International Airport) ......       743,003
                                                                                                                           ---------

BERMUDA 0.2%
          3,450        Mid Ocean Limited (Property and casualty insurance company) ...................................       147,052
                                                                                                                           ---------

BRAZIL 2.2%
         77,300        Aracruz Celulose S.A. (ADR) (Producer of eucalyptus kraft pulp) ...............................       676,375
      3,071,000        Centrais Eletricas Brasileiras S/A "B" (pfd.) (Electric utility) ..............................       809,068
      6,200,000        Companhia Energetica de Minas Gerais (Electric power utility) .................................       210,097
        771,000        Companhia Energetica de Minas Gerais (pfd.) (Electric power utility) ..........................        23,031
                                                                                                                           ---------
                                                                                                                           1,718,571
                                                                                                                           ---------

CANADA 3.6%
         26,505        Barrick Gold Corp. (Gold exploration and production in North and South America) ...............       662,552
         16,200        Canadian National Railway Co. (Operator of one of Canada's two principal railroads) ...........       332,100
         49,650        Canadian Pacific Ltd. (Ord.) (Transportation and natural resource conglomerate) ...............     1,151,811
         28,145        Placer Dome Inc. (Gold, silver and copper mining company) .....................................       665,322
                                                                                                                           ---------
                                                                                                                           2,811,785
                                                                                                                           ---------

FRANCE 3.5%
          5,051        Alcatel Alsthom (Manufacturer of transportation, telecommunication and energy equipment) ......       425,847
          9,328        Compagnie Financiere de Paribas (Finance and investment company) ..............................       599,535
         11,800        Lafarge SA (Leading producer of cement, concrete and aggregates) ..............................       695,596
         21,466        Schneider SA (Manufacturer of electronic components and automated manufacturing systems) ......     1,009,822
                                                                                                                           ---------
                                                                                                                           2,730,800
                                                                                                                           ---------
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       66

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                           Market
Shares                                                                                                                    Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>     <C>            <C>                                                                                                <C>
GERMANY 14.3%
            365        Allianz AG Holding (Insurance holding company) ................................................       643,886
         51,510        BASF AG (Leading international chemical producer) .............................................     1,619,016
         43,320        Bayer AG (Leading chemical producer) ..........................................................     1,588,528
         18,740        Bayerische Vereinsbank Girozentrale (Commercial bank) .........................................       650,375
         17,300        Daimler-Benz AG (Automobile and truck manufacturer)* ..........................................       950,444
         43,550        Hoechst AG (Chemical producer) ................................................................     1,587,836
          2,537        Mannesmann AG (Bearer) (Diversified construction and technology) ..............................       950,243
            525        Muenchener Rueckversicherungs AG (Insurance company) ..........................................       928,200
          8,860        Schering AG (Pharmaceutical and chemical producer) ............................................       684,595
         12,350        Siemens AG (Leading electrical engineering and electronics company) ...........................       650,677
         16,036        VEBA AG (Electric utility, distributor of oil and chemicals) ..................................       838,998
                                                                                                                          ----------
                                                                                                                          11,092,798
                                                                                                                          ----------

GHANA 1.1%
         51,600        Ashanti Goldfields Co., Ltd. (ADS) (Leading gold producer) ....................................       864,300
                                                                                                                          ----------

HONG KONG 1.8%
        136,000        Hutchison Whampoa, Ltd. (Container terminal and real estate company) ..........................       914,522
        131,000        Television Broadcasts, Ltd. (Television broadcasting) .........................................       487,036
                                                                                                                          ----------
                                                                                                                           1,401,558
                                                                                                                          ----------

INDONESIA 0.9%
          2,730        Asia Pulp & Paper Co., Ltd. (ADR) (Producer of pulp and paper)* ...............................        32,419
         53,500        HM Sampoerna (Foreign registered) (Tobacco company) ...........................................       520,715
        184,071        Indah Kiat Pulp & Paper (Foreign registered) (Producer of pulp and paper) .....................       140,709
          5,775        Indah Kiat Pulp & Paper Warrants* .............................................................         2,363
         18,000        Pabrik Kertas Tjiwi Kimia (Operator of pulp and paper factory) ................................        17,636
                                                                                                                          ----------
                                                                                                                             713,842
                                                                                                                          ----------

JAPAN 8.1%
         33,000        Bridgestone Corp. (Leading automobile tire manufacturer) ......................................       594,302
         46,000        Canon Inc. (Leading producer of visual image and information equipment) .......................       902,607
         44,000        Hitachi Ltd. (General electronics manufacturer) ...............................................       425,768
          6,000        Japan Associated Finance Co. (Venture capital company) ........................................       542,962
         52,000        Matsushita Electrical Industrial Co., Ltd. (Leading manufacturer of consumer
                         electronic products) ........................................................................       871,248
          1,000        Nichiei Co., Ltd. (Finance company for small- and medium-sized firms) .........................        65,765
         10,300        SMC Corp. (Leading maker of pneumatic equipment) ..............................................       719,828
          1,300        Shohkoh Fund & Co., Ltd. (Finance company for small- and medium-sized firms) ..................       292,357
         10,000        Sony Corp. (Consumer electronic products manufacturer) ........................................       629,872
        128,000        Sumitomo Metal Industries, Ltd. (Leading integrated crude steel producer) .....................       362,405
        101,000        Sumitomo Metal Mining Co., Ltd. (Leading gold, nickel and copper mining company) ..............       851,546
                                                                                                                          ----------
                                                                                                                           6,258,660
                                                                                                                          ----------

KOREA 2.1%
         24,600        Korea Electric Power Co. (ADR) (Electric utility) .............................................       464,325
         25,250        Korea Express Co., Ltd. (EDR) .................................................................       366,125
         32,000        Yukong, Ltd. (Korea's leading oil refiner) ....................................................       813,559
            752        Yukong, Ltd. Rights* ..........................................................................         4,916
                                                                                                                          ----------
                                                                                                                           1,648,925
                                                                                                                          ----------

NETHERLANDS 1.7%
         13,299        AEGON Insurance Group NV (Insurance company) ..................................................       656,213
         21,607        Internationale Nederland Groep NV (Insurance and financial services) ..........................       673,760
                                                                                                                          ----------
                                                                                                                           1,329,973
                                                                                                                          ----------

NEW ZEALAND 0.7%
        108,700        Telecom Corp. of New Zealand (Telecommunication services) .....................................       510,631
                                                                                                                          ----------

</TABLE>


    The accompanying notes are an integral part of the financial statements


                                       67


<PAGE>

    AARP GLOBAL GROWTH FUND

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

<TABLE>
<CAPTION>
                                                                                                                           Market
Shares                                                                                                                    Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>     <C>            <C>                                                                                                <C>
SOUTH AFRICA 0.9%
         24,343        Rustenburg Platinum Holdings, Ltd. (ADR) (Leading platinum producer) ..........................       374,274
         29,030        Sasol Ltd. (Coal mining and processing, crude oil exploration and refining,
                         petrochemical production) ...................................................................       342,358
                                                                                                                           ---------
                                                                                                                             716,632
                                                                                                                           ---------

SWEDEN 7.2%
         53,000        AGA AB Free "B" (Producer and distributor of industrial and medical gases) ....................       863,023
         19,585        Astra AB "A" (Free) (Pharmaceutical company) ..................................................       826,807
         10,600        Autoliv AB (Manufacturer of automobile safety bags) ...........................................       457,083
         11,078        Diligentia AB (Real estate investment co.)* ...................................................       131,951
         38,765        S.K.F. AB "B" (Free) (Manufacturer of roller bearings) ........................................       932,230
         33,252        Skandia Foersaekrings AB (Free) (Financial conglomerate) ......................................       919,976
        127,585        Skandinaviska Enskilda Banken (Commercial bank) ...............................................     1,115,708
         15,100        Volvo AB "B" (Free) (Automobile manufacturer) .................................................       324,425
                                                                                                                           ---------
                                                                                                                           5,571,203
                                                                                                                           ---------

SWITZERLAND 8.2%
         11,748        CS Holdings (Registered) (Provider of bank services, management services and life insurance) ..     1,160,944
            680        Ciba-Geigy AG (Bearer) (Pharmaceutical company) ...............................................       865,445
          1,605        Holderbank Financiere Glaris AG (Bearer) (Cement producer) ....................................     1,163,970
          1,257        Nestle SA (Registered) (Food manufacturer) ....................................................     1,400,451
              2        Sandoz AG (Bearer) (Pharmaceutical company) ...................................................         2,391
            702        Sandoz Ltd. AG (Registered) (Pharmaceutical company) ..........................................       842,534
            226        Swiss Reinsurance (Registered) (Life, accident and health insurance company) ..................       238,103
          2,354        Zurich Insurance Group (Registered) (Insurance company) .......................................       650,971
                                                                                                                           ---------
                                                                                                                           6,324,809
                                                                                                                           ---------

UNITED KINGDOM 9.9%
         66,700        BOC Group PLC (Producer of industrial gases) ..................................................       914,040
        105,333        Carlton Communications PLC (Television post production products and services) .................       796,334
         96,800        General Electric Co., PLC (Manufacturer of power, communications and defense
                         equipment and other various electrical components) ..........................................       599,246
        126,620        Grand Metropolitan PLC (Food and drink producer and retailer) .................................       944,384
         61,190        Kingfisher PLC (Retailer of wide range of consumer goods and merchandise) .....................       606,751
        224,915        Lonrho PLC (Widely diversified industrial holding company) ....................................       600,242
         75,605        PowerGen PLC (Electric utility) ...............................................................       572,769
         54,354        RTZ Corp., PLC (Mining and finance company) ...................................................       832,484
         57,941        Reuters Holdings PLC (International news agency) ..............................................       669,761
         76,300        Shell Transport & Trading PLC (Part owner of Royal Dutch Shell Co.) ...........................     1,165,735
                                                                                                                           ---------
                                                                                                                           7,701,746
                                                                                                                           ---------

UNITED STATES 21.1%
         30,000        Anheuser-Busch Companies, Inc. (Leading brewery) ..............................................     1,128,750
          4,100        Boeing Co. (Manufacturer of jet airplanes) ....................................................       387,450
         15,000        Champion International Corp. (Manufacturer of wood-based products) ............................       688,125
         15,500        Charles Schwab Corp. (Discount brokerage services) ............................................       358,438
         30,520        EXEL, Ltd. (Provider of liability insurance) ..................................................     1,060,570
         22,010        Enron Corp. (Major natural gas pipeline system) ...............................................       896,908
         11,650        First Data Corp. (Credit-card processing services) ............................................       950,931
          1,700        General Re Corp. (Property and casualty reinsurance) ..........................................       240,975
         39,250        Homestake Mining Co. (Major international gold producer) ......................................       574,031
          7,750        International Business Machines Corp. (Principal manufacturer and servicer of
                         business and computing machines) ............................................................       964,875
          8,800        J.P. Morgan & Co., Inc. (Commercial banking and financial services) ...........................       782,100
         36,470        Louisiana-Pacific Corp. (Producer of lumber, plywood and pulp) ................................       829,693
</TABLE>


    The accompanying notes are an integral part of the financial statements


                                       68



<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                           Market
Shares                                                                                                                    Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------

         <S>           <C>                                                                                               <C>

         18,110        MBIA Inc. (Insurer of municipal bonds) ........................................................    1,552,933
         24,600        National Semiconductor Corp. (Manufacturer of integrated circuits and transistors)* ...........      495,075
         14,200        Newmont Mining Corp. (International gold exploration and mining company) ......................      670,950
          7,800        Parametric Technology Corp. (Mechanical design software producer)* ............................      385,125
          8,700        Parker-Hannifin Group (Fluid control components) ..............................................      365,400
         17,000        Praxair Inc. (Producer of industrial gases and specialized coatings) ..........................      731,000
         32,400        Stillwater Mining Co. (Exploration and development of mines in Montana producing
                         platinum, palladium and associated metals)* .................................................      607,500
         14,900        UNUM Corp. (Provider of disability, health and life insurance and group pension products) .....      955,463
         25,650        WMX Technologies Inc. (Solid and chemical waste management services) ..........................      843,244
         17,250        Xerox Corp. (Leading manufacturer of copiers and duplicators) .................................      925,031
                                                                                                                         ----------
                                                                                                                         16,394,567
                                                                                                                         ----------
                       TOTAL COMMON STOCKS (COST $70,237,701) ........................................................   71,137,744
                                                                                                                         ----------

<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
    SUMMARY                                                                                          % OF NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
                       <S>                                                                                 <C>           <C>
                       TOTAL INVESTMENT PORTFOLIO (COST $78,529,018) (a) ..........................        102.4         79,511,244
                       OTHER ASSETS AND LIABILITIES, NET ..........................................         (2.4)        (1,859,266)
                                                                                                           -----         ----------
                       NET ASSETS .................................................................        100.0         77,651,978
                                                                                                           =====         ==========

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

     *    Non income producing security.
</TABLE>
<TABLE>

     (a)  At September 30, 1996, the net unrealized appreciation on investments based on cost for federal income tax purposes of
          $78,552,697 was as follows:

          <S>                                                                                                    <C>
          Aggregate gross unrealized appreciation for all investments in which there is an excess of
            value over tax cost ............................................................................     $ 3,538,505
          Aggregate gross unrealized depreciation for all investments in which there is an excess of
            tax cost over value ............................................................................      (2,579,958)
                                                                                                                 -----------
          Net unrealized appreciation ......................................................................     $   958,547
                                                                                                                 ===========

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     Purchases and sales of investment securities, (excluding short-term
     investments) from February 1, 1996 through September 30, 1996, aggregated
     $75,990,024 and $3,917,974, respectively.
- --------------------------------------------------------------------------------
     From February 1, 1996 through September 30, 1996, the Fund incurred
     approximately $33,467 of net realized capital losses which the Fund intends
     to elect to defer and treat as arising in the fiscal year ended September
     30, 1997.
- --------------------------------------------------------------------------------
     Percentage breakdown of investments is based on total net assets of the
     Fund. The total net assets of the Fund are comprised of the Fund's
     investment portfolio, other assets and liabilities. The percentage of the
     investment portfolio may be greater or less than 100% due to the inclusion
     of the Fund's assets and liabilities in the calculation. The Fund's other
     assets and liabilities are disclosed in the Statement of Assets and
     Liabilities.
- --------------------------------------------------------------------------------
     Sector breakdown of the Fund's equity securities is noted on page 25.



    The accompanying notes are an integral part of the financial statements


                                       69

<PAGE>
AARP CAPITAL GROWTH FUND

<TABLE>
- -----------------------------------------------------------------------------------------------
LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1996
- -----------------------------------------------------------------------------------------------
<CAPTION>
Principal                                                                             Market
Amount ($)                                                                            Value ($)
- -----------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS 2.0%
- -----------------------------------------------------------------------------------------------
<S>                   <C>                                                          <C>       
     16,328,000       Repurchase Agreement with Donaldson, Lufkin & Jenrette 
                        dated 9/30/96 at 5.7% to be repurchased at $16,330,585 
                        on 10/1/96, collateralized by a $15,967,000 U.S. 
                        Treasury Note, 6.5%, 4/30/97 (COST $16,328,000) ..........   16,328,000
                                                                                   ------------

- -----------------------------------------------------------------------------------------------
COMMON STOCKS 98.0%
- -----------------------------------------------------------------------------------------------

Shares
- ------
CONSUMER DISCRETIONARY 6.4%
Department & Chain Stores 3.6%
        200,000       J.C. Penney Co., Inc. ......................................   10,825,000
        200,000       May Department Stores ......................................    9,725,000
        250,000       Walgreen Co. ...............................................    9,250,000
                                                                                   ------------
                                                                                     29,800,000
                                                                                   ------------
Restaurants 2.0%
        350,000       McDonald's Corp. ...........................................   16,581,250
                                                                                   ------------
Specialty Retail 0.8%
        346,800       Intimate Brands, Inc. ......................................    6,329,100
                                                                                   ------------
CONSUMER STAPLES 7.1%
Alcohol 1.5%
        330,000       Anheuser-Busch Companies, Inc. .............................   12,416,250
                                                                                   ------------
Food & Beverage 2.1%
        185,000       Albertson's Inc. ...........................................    7,793,125
        200,000       ConAgra Inc. ...............................................    9,850,000
                                                                                   ------------
                                                                                     17,643,125
                                                                                   ------------
Package Goods/Cosmetics 3.5%
        130,000       Clorox Co. .................................................   12,463,750
        145,600       Estee Lauder Companies "A" .................................    6,533,800
        100,000       Procter & Gamble Co. .......................................    9,750,000
                                                                                   ------------
                                                                                     28,747,550
                                                                                   ------------
HEALTH 14.3%
Health Industry Services 1.2%
        300,000       Bergen Brunswig Corp. "A" ..................................    9,525,000
                                                                                   ------------
Hospital Management 1.7%
        250,000       Columbia/HCA Healthcare Corp. ..............................   14,218,750
                                                                                   ------------
Medical Supply & Specialty 1.6%
        308,000       Becton, Dickinson & Co. ....................................   13,629,000
                                                                                   ------------
Pharmaceuticals 9.8%
        180,000       American Home Products Corp. ...............................   11,475,000
        180,000       Johnson & Johnson ..........................................    9,225,000
        150,000       Merck & Co. Inc. ...........................................   10,556,250
        215,000       Pfizer, Inc. ...............................................   17,011,875
        197,100       Sandoz Ltd. AG (ADR) .......................................   11,813,681
        115,000       Schering-Plough Corp. ......................................    7,072,500
        210,000       Warner-Lambert Co. .........................................   13,860,000
                                                                                   ------------
                                                                                     81,014,306
                                                                                   ------------
FINANCIAL 16.8%
Banks 5.0%
        225,000       Citicorp ...................................................   20,390,625
        125,000       First Chicago NBD Corp. ....................................    5,656,250
</TABLE>

    The accompanying notes are an integral part of the financal statements.

                                       70

<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
<CAPTION>
                                                                                      Market
Shares                                                                                Value ($)
- -----------------------------------------------------------------------------------------------
<S>                   <C>                                                          <C>       
         80,000       J.P. Morgan & Co., Inc. ....................................    7,110,000
        200,000       Norwest Corp. ..............................................    8,175,000
                                                                                   ------------
                                                                                     41,331,875
                                                                                   ------------
Insurance 5.5%
        180,000       American International Group, Inc. .........................   18,135,000
        360,000       EXEL, Ltd. .................................................   12,510,000
        176,000       MBIA Inc. ..................................................   15,092,000
                                                                                   ------------
                                                                                     45,737,000
                                                                                   ------------
Consumer Finance 1.1%
        211,700       Associates First Capital Corp. .............................    8,679,700
                                                                                   ------------
Other Financial Companies 5.2%
        410,000       American Express Credit Corp. ..............................   18,962,500
        700,000       Federal National Mortgage Association ......................   24,412,500
                                                                                   ------------
                                                                                     43,375,000
                                                                                   ------------
MEDIA 1.0%
Broadcasting & Entertainment
        130,000       Walt Disney Co. ............................................    8,238,750
                                                                                   ------------
SERVICE INDUSTRIES 3.7%
Investment 2.5%
        200,000       Franklin Resources Inc. ....................................   13,275,000
        120,000       Merrill Lynch & Co., Inc. ..................................    7,875,000
                                                                                   ------------
                                                                                     21,150,000
                                                                                   ------------
Miscellaneous Commercial Services 1.2%
        291,000       Manpower, Inc. .............................................    9,675,750
                                                                                   ------------
DURABLES 4.9%
Aerospace 4.3%
        100,000       Lockheed Martin Corp. ......................................    9,012,500
        235,000       Rockwell International Corp. ...............................   13,248,125
        110,000       United Technologies Corp. ..................................   13,213,750
                                                                                   ------------
                                                                                     35,474,375
                                                                                   ------------
Telecommunications Equipment 0.6%
         80,000       Ascend Communications, Inc.* ...............................    5,290,000
                                                                                   ------------
MANUFACTURING 11.7%
Chemicals 3.5%
        140,000       E.I. du Pont de Nemours & Co. ..............................   12,355,000
        195,700       Praxair Inc. ...............................................    8,415,100
        145,000       Sigma-Aldrich Corp. ........................................    8,265,000
                                                                                   ------------
                                                                                     29,035,100
                                                                                   ------------
Diversified Manufacturing 3.6%
         95,000       General Electric Co. .......................................    8,645,000
        120,000       TRW Inc. ...................................................   11,160,000
        120,000       Textron, Inc. ..............................................   10,200,000
                                                                                   ------------
                                                                                     30,005,000
                                                                                   ------------
Electrical Products 1.9%
         75,000       ABB AB (ADR) ...............................................    7,875,000
         83,000       Emerson Electric Co. .......................................    7,480,375
                                                                                   ------------
                                                                                     15,355,375
                                                                                   ------------
Machinery/Components/Controls 2.7%
        200,000       Ingersoll-Rand Co. .........................................    9,500,000
        297,000       Parker-Hannifin Group ......................................   12,474,000
                                                                                   ------------
                                                                                     21,974,000
                                                                                   ------------


</TABLE>

    The accompanying notes are an integral part of the financal statements.

                                       71



<PAGE>

AARP CAPITAL GROWTH FUND
<TABLE>
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
<CAPTION>
                                                                                      Market
Shares                                                                                Value ($)
- -----------------------------------------------------------------------------------------------
<S>                   <C>                                                          <C>       

TECHNOLOGY 16.1%
Diverse Electronic Products 3.5%
        485,000       Applied Materials, Inc.* ...................................   13,398,125
        270,000       General Motors Corp. "H" ...................................   15,592,500
                                                                                   ------------
                                                                                     28,990,625
                                                                                   ------------
Electronic Data Processing 5.5%
        510,000       Hewlett-Packard Co. ........................................   24,862,500
         35,000       International Business Machines Corp. ......................    4,357,500
        260,000       Sun Microsystems, Inc. * ...................................   16,152,500
                                                                                   ------------
                                                                                     45,372,500
                                                                                   ------------
Military Electronics 1.0%
        150,000       Raytheon Co. ...............................................    8,343,750
                                                                                   ------------
Office/Plant Automation 2.0%
        120,000       Cabletron Systems Inc.* ....................................    8,205,000
        126,400       Cisco Systems, Inc.* .......................................    7,844,700
                                                                                   ------------
                                                                                     16,049,700
                                                                                   ------------
Semiconductors 4.1%
        410,000       Atmel Corp.* ...............................................   12,658,750
        225,000       Intel Corp. ................................................   21,473,438
                                                                                   ------------
                                                                                     34,132,188
                                                                                   ------------
ENERGY 11.1%
Engineering 0.8%
        110,000       Fluor Corp. ................................................    6,765,000
                                                                                   ------------
Oil Companies 8.8%
        125,000       Amoco Corp. ................................................    8,812,500
        100,000       Atlantic Richfield Co. .....................................   12,750,000
        143,000       Exxon Corp. ................................................   11,904,750
        105,000       Mobil Corp. ................................................   12,153,750
        254,800       Repsol SA (ADR) ............................................    8,440,250
        116,000       Royal Dutch Petroleum Co. (New York shares) ................   18,110,500
                                                                                   ------------
                                                                                     72,171,750
                                                                                   ------------
Oil/Gas Transmission 1.5%
        220,000       Enron Corp. ................................................    8,965,000
         70,000       Williams Cos., Inc. ........................................    3,570,000
                                                                                   ------------
                                                                                     12,535,000
                                                                                   ------------
TRANSPORTATION 2.9%
Airlines 1.3%
        135,000       AMR Corp.* .................................................   10,749,375
                                                                                   ------------
Railroads 1.6%
        300,000       Canadian Pacific Ltd. ......................................    6,937,500
        173,300       Wisconsin Central Transportation Co.* ......................    6,217,137
                                                                                   ------------
                                                                                     13,154,637
                                                                                   ------------
UTILITIES 2.0%
Electric Utilities
        350,000       Eastern Utilities Association ..............................    5,906,250
         60,000       Illinova Corp. .............................................    1,590,000
        285,000       PowerGen PLC (Sponsored ADR) ...............................    8,799,375
                                                                                   ------------
                                                                                     16,295,625
                                                                                   ------------
                       TOTAL COMMON STOCKS (COST $635,558,418) ...................  809,786,406
                                                                                   ------------

</TABLE>

    The accompanying notes are an integral part of the financal statements.

                                       72



<PAGE>

<TABLE>
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
<CAPTION>
                                                                                      Market
                                                                                      Value ($)
- -----------------------------------------------------------------------------------------------
SUMMARY                                                           % OF NET ASSETS
- -----------------------------------------------------------------------------------------------
<S>                                                                   <C>           <C>       
           TOTAL INVESTMENT PORTFOLIO (COST $651,886,418) (a) ....... 100.0         826,114,406
           OTHER ASSETS AND LIABILITIES, NET ........................   0.0              22,307
                                                                      -----         -----------
           NET ASSETS ............................................... 100.0         826,136,713
                                                                      =====         ===========
                                                                                     
- -----------------------------------------------------------------------------------------------

 *   Nonincome producing security.

(a)  At September 30, 1996, the net unrealized appreciation on investments based
     on cost for federal income tax purposes of $651,886,418 was as follows:

     Aggregate gross unrealized appreciation for all investments in which there
     is an excess of value over tax cost ......................................... $186,762,238

     Aggregate gross unrealized depreciation for all investments in which there
     is an excess of tax cost over value .........................................  (12,534,250)
                                                                                   ------------
     Net unrealized appreciation ................................................. $174,227,988
                                                                                   ============

- -----------------------------------------------------------------------------------------------
     Purchases and sales of investment securities, (excluding short-term investments), for the
     year ended September 30, 1996, aggregated $505,361,929 and $477,699,166, respectively.
- -----------------------------------------------------------------------------------------------
     Percentage breakdown of investments is based on total net assets of the Fund. The total 
     net assets of the Fund are comprised of the Fund's investment portfolio, other assets and
     liabilities. The percentage of the investment portfolio may be greater or less than 100%
     due to the inclusion of the Fund's assets and liabilities in the calculation. The Fund's
     other assets and liabilities are disclosed in the Statement of Assets and Liabilities.


</TABLE>

    The accompanying notes are an integral part of the financal statements.

                                       73



<PAGE>

   FINANCIAL STATEMENTS
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
   STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                      AARP HIGH         AARP HIGH          AARP GNMA          AARP HIGH
                                                      QUALITY       QUALITY TAX FREE        AND U.S.           QUALITY
SEPTEMBER 30, 1996                                   MONEY FUND        MONEY FUND        TREASURY FUND        BOND FUND
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>               <C>                 <C>         
   ASSETS                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------
Investments, at value (for identified cost, see
  accompanying lists of investment portfolios).     $409,711,163      $110,537,355      $4,879,876,835      $521,815,834
Cash ..........................................          615,980            94,688                 713               396
Receivable on investments sold ................               --                --                  --        17,818,066
Dividends and interest receivable .............        1,794,041           544,805          40,856,909         6,387,797
Receivable on Fund shares sold ................        1,798,471           389,494           1,507,742           158,373
Daily variation margin on futures
  contracts (Note 1) ..........................               --                --                  --            32,687
Deferred organization expenses (Note 1) .......               --                --                  --                --
Other assets ..................................            3,624             1,215              46,575             1,968
                                                    ------------      ------------      --------------      ------------
Total assets ..................................      413,923,279       111,567,557       4,922,288,774       546,215,121


- ------------------------------------------------------------------------------------------------------------------------
   LIABILITIES
- ------------------------------------------------------------------------------------------------------------------------
Investments purchased (Note 1) ................               --                --                  --        32,903,000
Fund shares redeemed ..........................        1,294,574           151,000           3,738,944           270,184
Dividends payable .............................          144,916            49,223          11,149,116           704,498
Management fee (Note 2) .......................          131,854            35,772           1,674,064           201,910
Transfer and dividend disbursing agent (Note 2)          128,559            24,379             583,890           127,309
Written options, at market (Note 1) ...........               --                --                  --                -- 
Other accrued expenses ........................           97,183            42,455             702,916           103,054
                                                    ------------      ------------      --------------      ------------
Total liabilities .............................        1,797,086           302,829          17,848,930        34,309,955
- ------------------------------------------------------------------------------------------------------------------------
Net assets at value ...........................     $412,126,193      $111,264,728      $4,904,439,844      $511,905,166
- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
   NET ASSETS CONSIST OF:
- ------------------------------------------------------------------------------------------------------------------------
Accumulated undistributed net
        investment income .....................     $         --      $         --      $           --      $    176,290
Net unrealized appreciation (depreciation) on:
  Investments .................................         (135,120)               --          (2,427,542)       (4,569,944)
  Futures contracts ...........................               --                --                  --                --
  Options .....................................               --                --                  --                --
  Foreign currency related transactions .......               --                --                  --                --
Accumulated net realized capital gain (loss) ..          (64,326)         (825,973)       (322,435,519)       (8,938,091)
Paid-in capital ...............................      412,325,639       112,090,701       5,229,302,905       525,236,911
- ------------------------------------------------------------------------------------------------------------------------
Net assets at value ...........................     $412,126,193      $111,264,728      $4,904,439,844      $511,905,166
- ------------------------------------------------------------------------------------------------------------------------
Shares of beneficial interest outstanding, $.01
  par value, unlimited number of shares
  authorized. (Note) AARP High Quality Tax
  Free Money Fund has a $.001 par value .......      412,261,312       111,270,214         328,879,292        32,366,706
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, offering and redemption
  price per share .............................     $       1.00      $       1.00      $        14.91      $      15.82
- ------------------------------------------------------------------------------------------------------------------------

</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       74


<PAGE>
<TABLE>


<CAPTION>
- -------------------------------------------------------------------------------------------------------
  AARP INSURED         AARP BALANCED           AARP GROWTH           AARP GLOBAL           AARP CAPITAL
TAX FREE GENERAL      STOCK AND BOND           AND INCOME               GROWTH                GROWTH
    BOND FUND              FUND                   FUND                   FUND                  FUND
- -------------------------------------------------------------------------------------------------------
                                          
<C>                     <C>                  <C>                     <C>                  <C>         
$1,740,393,909          $402,737,987         $4,243,236,951          $79,511,244          $826,114,406
        34,236                   505                 19,171                  954                   688
     3,256,885             1,755,752             36,747,825                   --            18,840,209
    22,192,373             2,525,052             12,475,946              136,433               777,228
       344,041               636,205              4,127,346              128,702               451,210
                                                                                       
       323,437                    --                     --                   --                    --
            --                21,057                     --               13,013                    --
         4,388                    --                  4,287                   --                 1,395
- --------------          ------------         --------------          -----------          ------------
 1,766,549,269           407,676,558          4,296,611,526           79,790,346           846,185,136
                                                                                   
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------

     6,074,420             3,870,932             72,648,281            1,671,784            18,645,035
     1,258,613               267,646              2,262,116               70,499               711,333
     2,783,961                    --                     --                   --                    --
       691,980               156,076              1,633,200               91,130               404,190
       153,812                65,804                341,417              178,759                99,288
            --                    --                 20,000                   --                    --
       174,261               136,161                723,114              126,196               188,577
- --------------          ------------         --------------          -----------          ------------
    11,137,047             4,496,619             77,628,128            2,138,368            20,048,423
- -------------------------------------------------------------------------------------------------------
$1,755,412,222          $403,179,939         $4,218,983,398          $77,651,978          $826,136,713
- -------------------------------------------------------------------------------------------------------

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

$           --          $    535,899         $    7,239,912          $   288,631          $  7,179,969

    78,881,629            41,584,563            961,533,105              982,226           174,227,988
    (1,892,075)                   --                     --                   --                    --
            --                    --                   (801)                  --                    --
            --                   163                (10,386)                (336)                   74
   (10,611,830)            4,039,132            149,472,235              (33,467)           66,173,430
 1,689,034,498           357,020,182          3,100,749,333           76,414,924           578,555,252
- -------------------------------------------------------------------------------------------------------
$1,755,412,222          $403,179,939         $4,218,983,398          $77,651,978          $826,136,713
- -------------------------------------------------------------------------------------------------------


    98,088,821            22,865,594             96,018,596            5,012,508            19,005,749
- -------------------------------------------------------------------------------------------------------

$        17.90          $      17.63         $        43.94          $     15.49          $      43.47
- -------------------------------------------------------------------------------------------------------

</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       75


<PAGE>

   FINANCIAL STATEMENTS

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
   STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                            AARP HIGH      AARP HIGH        AARP GNMA       AARP HIGH
YEAR ENDED SEPTEMBER 30, 1996                               QUALITY    QUALITY TAX FREE      AND U.S.        QUALITY
                                                           MONEY FUND     MONEY FUND      TREASURY FUND     BOND FUND
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>            <C>                <C>         
INVESTMENT INCOME
- ------------------------------------------------------------------------------------------------------------------------

Income:
  Interest ..............................................  $21,267,455     $4,174,016     $ 366,995,391      $35,170,631
  Dividends .............................................           --             --                --               --
                                                           -----------     ----------     -------------      -----------
                                                            21,267,455      4,174,016       366,995,391       35,170,631
  Less foreign taxes withheld ...........................           --             --                --               --
                                                           -----------     ----------     -------------      -----------
                                                            21,267,455      4,174,016       366,995,391       35,170,631
- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
   EXPENSES
- ------------------------------------------------------------------------------------------------------------------------
  Management fee (Note 2) ...............................    1,522,929        453,559        21,113,592        2,550,245
  Services to shareholders:
    Transfer and dividend disbursing
      expense (Note 2) ..................................    1,526,580        304,924         7,340,012        1,586,232
    Other expenses ......................................      297,429         37,433         1,801,487          219,955
  Trustees' fees and expenses (Note 2) ..................       19,028         25,712            29,609           29,612
  Shareholder communications ............................      150,104         43,965         1,211,761          173,354
  Legal .................................................       11,258         11,829            11,787            8,672
  Auditing ..............................................       29,100         27,600            67,550           48,950
  Custodian and accounting fees (Note 2) ................       84,436         54,551         1,051,789          139,911
  Registration expenses .................................       61,916         13,885            42,116           16,194
  Amortization of organization expenses
    (Note 1) ............................................           --             --                --               --
  Other .................................................       21,199          9,303           174,069           21,990
                                                           -----------     ----------     -------------      -----------
Total Expenses before reductions ........................    3,723,979        982,761        32,843,772        4,795,115
Expense reductions (Note 2) .............................           --             --                --               --
                                                           -----------     ----------     -------------      -----------
Expenses, net ...........................................    3,723,979        982,761        32,843,772        4,795,115
- ------------------------------------------------------------------------------------------------------------------------
Net investment income ...................................   17,543,476      3,191,255       334,151,619       30,375,516
- ------------------------------------------------------------------------------------------------------------------------



- ------------------------------------------------------------------------------------------------------------------------
   NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
- ------------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss) from:
    Investments .........................................        2,595          1,553        23,690,016       (2,756,840)
    Futures contracts (Note 1) ..........................           --             --                --        4,190,615
    Options (Note 1) ....................................           --             --                --         (214,688)
    Foreign currency related transactions
      (Note 1) ..........................................           --             --                --               --
    Net unrealized appreciation (depreciation) on:
      Investments .......................................      355,595             --      (117,084,004)      (7,844,325)
      Futures contracts .................................           --             --                --               --
      Options ...........................................           --             --                --               --
      Foreign currency related transactions .............           --             --                --               --
                                                           -----------     ----------     -------------      -----------
Net gain (loss) on investments ..........................      358,190          1,553       (93,393,988)      (6,625,238)
- ------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting
  from operations .......................................  $17,901,666     $3,192,808     $ 240,757,631      $23,750,278
- ------------------------------------------------------------------------------------------------------------------------
(a)   The AARP Global Growth Fund commenced operations on February 1, 1996.

</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       76


<PAGE>

<TABLE>

<CAPTION>
- -------------------------------------------------------------------------------------------------
  AARP INSURED         AARP BALANCED       AARP GROWTH           AARP GLOBAL         AARP CAPITAL
TAX FREE GENERAL      STOCK AND BOND       AND INCOME              GROWTH              GROWTH
    BOND FUND              FUND               FUND                FUND (A)              FUND
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                          
<C>                     <C>                 <C>                  <C>                <C>         
$ 98,356,689            $ 9,549,607         $ 13,744,132         $  253,066         $  1,040,466
          --              6,619,276          118,199,105            684,211           13,894,916
- ------------            -----------         ------------         ----------         ------------
  98,356,689             16,168,883          131,943,237            937,277           14,935,382
          --               (126,777)          (1,440,225)           (60,508)            (291,581)
- ------------            -----------         ------------         ----------         ------------
  98,356,689             16,042,106          130,503,012            876,769           14,643,801
- -------------------------------------------------------------------------------------------------
                                                                                
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                                                                
   8,665,253              1,560,129           17,423,770            266,155            4,626,894
   1,925,762                724,796            3,850,612            178,759            1,176,990
     308,444                208,777            1,515,869             43,414              435,337
      25,715                 24,005               24,002             15,157               24,009
     336,591                114,481              851,852             23,459              212,913
       7,957                  8,292               18,364              8,015               11,779
      60,000                 33,550               49,000              8,000               46,200
     344,648                132,564              740,183            121,145              189,744
      33,718                 19,409              187,847             59,009                7,837
          --                  8,926                   --              1,995                   --
      64,193                  8,886               94,181              1,212               19,991
- ------------            -----------         ------------         ----------         ------------
  11,772,281              2,843,815           24,755,680            726,320            6,751,694
                                                                                
          --                     --                   --           (175,025)                  --
- ------------            -----------         ------------         ----------         ------------
  11,772,281              2,843,815           24,755,680            551,295            6,751,694
- -------------------------------------------------------------------------------------------------
  86,584,408             13,198,291          105,747,332            325,474            7,892,107
- -------------------------------------------------------------------------------------------------
                                                                                
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                                                                
  15,073,015              4,984,143          161,815,047            (33,467)          71,644,200
   3,404,797                 34,436                   --                 --                   --
          --                     --                   --                 --                   --
                                                                                
          --                334,451             (411,014)           (36,843)             (38,602)

  (1,155,352)            20,509,469          381,330,506            982,226           32,512,381
                                                                                
  (1,262,186)                 3,391                   --                 --                   --
                                                                                
          --                     --                 (801)                --                   --
          --               (159,786)             (16,214)              (336)               4,863
- ------------            -----------         ------------         ----------         ------------
  16,060,274             25,706,104          542,717,524            911,580          104,122,842
- -------------------------------------------------------------------------------------------------
                                                                                
$102,644,682            $38,904,395         $648,464,856         $1,237,054         $112,014,949
- -------------------------------------------------------------------------------------------------
                                                                             
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       77



<PAGE>

FINANCIAL STATEMENTS
<TABLE>

- ------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                             AARP HIGH                       AARP HIGH
                                                              QUALITY                     QUALITY TAX FREE
                                                             MONEY FUND                      MONEY FUND
- ------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------------------------------------
                                                             Years Ended                      Years Ended
                                                               Sept. 30,                        Sept. 30,
                                                        1996             1995             1996            1995
                                                   -------------    -------------    ------------    ------------
<S>                                                <C>              <C>              <C>             <C>         
Operations:
  Net investment income ........................   $  17,543,476    $  18,316,417    $  3,191,255    $  3,691,193
  Net realized gain (loss) from:
    Investments ................................           2,595           (2,594)          1,553          (5,140)
    Futures contracts ..........................              --               --              --              --
    Options ....................................              --               --              --              --
    Foreign currency related transactions ......              --               --              --              --
  Net unrealized appreciation (depreciation) on:
    Investments ................................         355,595         (235,013)             --              --
    Futures contracts ..........................              --               --              --              --
    Options ....................................              --               --              --              --
    Foreign currency related transactions ......              --               --              --              --
                                                   -------------    -------------    ------------    ------------
Net increase (decrease) in net assets resulting
 from operations ...............................      17,901,666       18,078,810       3,192,808       3,686,053
                                                   -------------    -------------    ------------    ------------
Distributions to shareholders:
  Net investment income ........................     (17,543,476)     (18,316,417)     (3,191,255)     (3,691,193)
  Net realized gains ...........................              --               --              --              --
  Tax return of capital ........................              --               --              --              --
                                                   -------------    -------------    ------------    ------------
                                                     (17,543,476)     (18,316,417)     (3,191,255)     (3,691,193)
                                                   -------------    -------------    ------------    ------------
Fund share transactions:
  Proceeds from sale of shares .................     370,605,211      405,381,235      30,976,787      41,129,795
  Net asset value of shares issued to
    shareholders in reinvestment of
    distributions ..............................      15,692,224       16,274,697       2,545,162       2,929,152
  Cost of shares redeemed ......................    (358,425,484)    (370,960,332)    (42,004,745)    (53,717,481)
                                                   -------------    -------------    ------------    ------------
Net increase (decrease) in net assets from Fund
  share transactions ...........................      27,871,951       50,695,600      (8,482,796)     (9,658,534)
                                                   -------------    -------------    ------------    ------------
Increase (decrease) in net assets ..............      28,230,141       50,457,993      (8,481,243)     (9,663,674)

Net assets at beginning of period ..............     383,896,052      333,438,059     119,745,971     129,409,645
- ------------------------------------------------------------------------------------------------------------------
Net assets at end of period (a) ................   $ 412,126,193    $ 383,896,052    $111,264,728    $119,745,971
- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN FUND SHARES:
- ------------------------------------------------------------------------------------------------------------------
Shares outstanding at beginning of period ......     384,389,361      333,693,761     119,753,010     129,411,544
                                                   -------------    -------------    ------------    ------------
  Shares sold ..................................     370,605,211      405,381,235      30,976,787      41,129,795
  Shares issued to shareholders in
    reinvestment of  distributions .............      15,692,224       16,274,697       2,545,162       2,929,152
  Shares redeemed ..............................    (358,425,484)    (370,960,332)    (42,004,745)    (53,717,481)
                                                   -------------    -------------    ------------    ------------
Net increase (decrease) in Fund shares .........      27,871,951       50,695,600      (8,482,796)     (9,658,534)
                                                   -------------    -------------    ------------    ------------
Shares outstanding at end of period ............     412,261,312      384,389,361     111,270,214     119,753,010
- ------------------------------------------------------------------------------------------------------------------
(a) Includes accumulated undistributed
      net investment income ....................   $          --    $          --    $         --    $         --


</TABLE>
    The accompanying notes are an integral part of the financial statements

                                       78

<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
             AARP GNMA                      AARP HIGH                   AARP INSURED                   AARP BALANCED          
             AND U.S.                        QUALITY                  TAX FREE GENERAL                 STOCK AND BOND
           TREASURY FUND                    BOND FUND                    BOND FUND                          FUND
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
            Years Ended                      Years Ended                     Years Ended                    Years Ended
             Sept. 30,                         Sept. 30,                       Sept. 30,                      Sept. 30,
      1996              1995             1996           1995              1996            1995            1996           1995     
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------

<S>              <C>               <C>             <C>             <C>              <C>              <C>            <C>         
$  334,151,619   $   358,090,095   $  30,375,516   $  32,695,491   $   86,584,408   $   91,515,925   $ 13,198,291   $  8,110,687

    23,690,016       (68,679,536)     (2,756,840)      6,264,433       15,073,015        1,141,498      4,984,143      2,922,966
            --                --       4,190,615         462,444        3,404,797      (22,927,127)        34,436         66,437
            --                --        (214,688)             --               --               --             --             --
            --                --              --              --               --               --        334,451         (8,944)

  (117,084,004)      224,571,191      (7,844,325)     25,349,000       (1,155,352)     102,468,526     20,509,469     20,344,202
            --                --              --        (235,464)      (1,262,186)        (843,714)         3,391         (3,391)
            --                --              --              --               --               --             --             -- 
            --                --              --              --               --               --       (159,786)       159,949
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------

   240,757,631       513,981,750      23,750,278      64,535,904      102,644,682      171,355,108     38,904,395     31,591,906
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------

  (334,151,619)     (347,262,513)    (30,375,516)    (32,238,660)     (86,584,408)     (91,515,925)   (12,975,460)    (7,923,700)
            --                --              --              --               --               --     (3,378,368)      (479,306)
            --       (10,827,582)             --              --               --               --             --             --
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------
  (334,151,619)     (358,090,095)    (30,375,516)    (32,238,660)     (86,584,408)     (91,515,925)   (16,353,828)    (8,403,006)
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------

   346,027,868       313,574,493      64,115,868      38,133,943      124,978,818      128,807,008    164,077,214     82,046,020

   193,739,502       209,361,883      21,458,457      22,872,960       52,441,004       56,102,941     14,941,233      7,595,827
  (793,984,012)   (1,012,262,747)   (100,466,218)   (127,867,757)    (245,115,196)    (371,972,763)   (45,596,030)   (41,121,662)
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------

  (254,216,642)     (489,326,371)    (14,891,893)    (66,860,854)     (67,695,374)    (187,062,814)   133,422,417     48,520,185
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------
  (347,610,630)     (333,434,716)    (21,517,131)    (34,563,610)     (51,635,100)    (107,223,631)   155,972,984     71,709,085

 5,252,050,474     5,585,485,190     533,422,297     567,985,907    1,807,047,322    1,914,270,953    247,206,955    175,497,870
- ---------------------------------------------------------------------------------------------------------------------------------
$4,904,439,844   $ 5,252,050,474   $ 511,905,166   $ 533,422,297   $1,755,412,222   $1,807,047,322   $403,179,939   $247,206,955
- ---------------------------------------------------------------------------------------------------------------------------------

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

   345,829,087       379,121,168      33,312,382      37,734,181      101,872,669      113,066,680     15,074,610     11,983,629
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------
    22,947,708        21,222,249       4,006,214       2,475,377        6,963,608        7,482,591      9,582,056      5,336,478

    12,859,585        14,034,160       1,341,850       1,481,640        2,918,782        3,261,074        873,110        497,020
   (52,757,088)      (68,548,490)     (6,293,740)     (8,378,816)     (13,666,268)     (21,937,646)    (2,664,182)    (2,742,517)
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------
   (16,949,795)      (33,292,081)       (945,676)     (4,421,799)      (3,783,878)     (11,193,981)     7,790,984      3,090,981
- --------------   ---------------   -------------   -------------   --------------   --------------   ------------   ------------
   328,879,292       345,829,087      32,366,706      33,312,382       98,088,821      101,872,699     22,865,594     15,074,610
- ---------------------------------------------------------------------------------------------------------------------------------

$           --   $            --   $     176,290   $     304,913   $           --   $           --   $    535,899   $    321,966


</TABLE>
    The accompanying notes are an integral part of the financial statements

                                       79

<PAGE>


FINANCIAL STATEMENTS
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
  STATEMENT OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                             AARP GROWTH             AARP GLOBAL                 AARP CAPITAL   
                                                             AND INCOME                GROWTH                       GROWTH
                                                                FUND                    FUND                         FUND
- -----------------------------------------------------------------------------------------------------------------------------------
  INCREASE (DECREASE) IN NET ASSETS:                                                                     
- -----------------------------------------------------------------------------------------------------------------------------------
                                                             Years Ended            For the Period               Years Ended
                                                              Sept. 30,          February 1, 1996 (b) to          Sept. 30,
                                                       1996              1995     September 30, 1996      1996             1995
                                                  --------------   -------------- ------------------  -------------   -------------
<S>                                               <C>              <C>                <C>             <C>             <C>          
Operations:
  Net investment income ........................  $  105,747,332   $   83,288,031     $   325,474     $   7,892,107   $   6,448,989
  Net realized gain (loss) from:                                                                     
    Investments ................................     161,815,047       82,525,735         (33,467)       71,644,200       3,854,142
    Futures contracts ..........................              --               --              --                --              --
    Options ....................................              --               --              --                --              --
    Foreign currency related transactions ......        (411,014)          23,310         (36,843)          (38,602)        (49,230)
  Net unrealized appreciation (depreciation) on:                                                     
    Investments ................................     381,330,506      331,251,054         982,226        32,512,381     124,391,488
    Futures contracts ..........................              --               --              --                --              --
    Options ....................................            (801)              --              --                --              --
    Foreign currency related transactions ......         (16,214)           5,828            (336)            4,863          (4,789)
                                                  --------------   --------------     -----------     -------------   -------------
                                                                                                     
Net increase (decrease) in net assets resulting                                                      
   from operations .............................     648,464,856      497,093,958       1,237,054       112,014,949     134,640,600
                                                  --------------   --------------     -----------     -------------   -------------
                                                                                                     
Distributions to shareholders:                                                                       
  Net investment income ........................    (102,016,492)     (81,086,105)             --        (7,038,882)       (216,094)
  Net realized gains ...........................     (67,064,704)     (85,015,819)             --        (9,204,690)    (13,160,374)
  Tax return of capital ........................              --               --              --                --              --
                                                  --------------   --------------     -----------     -------------   -------------
                                                    (169,081,196)    (166,101,924)             --       (16,243,572)    (13,376,468)
                                                  --------------   --------------     -----------     -------------   -------------
Fund share transactions:                                                                             
  Proceeds from sale of shares .................     960,952,133      589,883,371      82,274,150       133,269,510      68,276,671
  Net asset value of shares issued to                                                                
    shareholders in reinvestment of                                                                  
    distributions ..............................     153,099,566      149,554,221              --        15,425,567      12,786,953
                                                                                                     
  Cost of shares redeemed ......................    (380,970,538)    (376,048,965)     (5,860,726)     (110,338,687)   (193,118,723)
                                                  --------------   --------------     -----------     -------------   -------------
Net increase (decrease) in net assets from Fund                                                      
  share transactions ...........................     733,081,161      363,388,627      76,413,424        38,356,390    (112,055,099)
                                                  --------------   --------------     -----------     -------------   -------------
Increase (decrease) in net assets ..............   1,212,464,821      694,380,661      77,650,478       134,127,767       9,209,033
                                                                                                     
Net assets at beginning of period ..............   3,006,518,577    2,312,137,916           1,500       692,008,946     682,799,913
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (a) ................  $4,218,983,398   $3,006,518,577     $77,651,978     $ 826,136,713   $ 692,008,946
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
- -----------------------------------------------------------------------------------------------------------------------------------
  INCREASE (DECREASE) IN FUND SHARES:                                                                  
- -----------------------------------------------------------------------------------------------------------------------------------

Shares outstanding at beginning of period ......      78,371,684       67,740,274             100        18,041,977      21,513,985
                                                  --------------   --------------     -----------     -------------   -------------
  Shares sold ..................................      23,131,229       17,103,571       5,395,570         3,299,011       2,055,946
  Shares issued to shareholders in                                                                   
    reinvestment of  distributions .............       3,734,230        4,523,324              --           400,664         424,681
  Shares redeemed ..............................      (9,218,547)     (10,995,485)       (383,162)       (2,735,903)     (5,952,635)
                                                  --------------   --------------     -----------     -------------   -------------
Net increase (decrease) in Fund shares .........      17,646,912       10,631,410       5,012,408           963,772      (3,472,008)
                                                  --------------   --------------     -----------     -------------   -------------
Shares outstanding at end of period ............      96,018,596       78,371,684       5,012,508        19,005,749      18,041,977
- -----------------------------------------------------------------------------------------------------------------------------------
(a) Includes accumulated undistributed                                                               
    net investment income ......................  $    7,239,912   $    6,072,468     $   288,631     $   7,179,969   $   6,365,346
(b) Commencement of Operations                                                                       
                                                                                                     
                                                                                                     
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       80


<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>

- --------------------------------------------------------------------------------
     AARP HIGH QUALITY MONEY FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                                  YEARS ENDED SEPTEMBER 30,
                                                                   ---------------------------------------------------
                                                                     1996      1995      1994      1993      1992
                                                                   ---------------------------------------------------
<S>                                                                 <C>       <C>       <C>       <C>       <C>   
Net asset value, beginning of period .........................      $1.000    $1.000    $1.000    $1.000    $1.000
                                                                   ---------------------------------------------------
    Net investment income ....................................        .045      .049      .028      .021      .040
    Distributions from net investment income .................       (.045)    (.049)    (.028)    (.021)    (.040)(a)
                                                                   ---------------------------------------------------
Net asset value, end of period ...............................      $1.000    $1.000    $1.000    $1.000    $1.000
                                                                   ---------------------------------------------------
TOTAL RETURN (%) (b) .........................................        4.62      4.99      2.84      2.13      4.12
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) .......................         412       384       333       254       323
Ratio of operating expenses, net to average net assets (%)            .963      .978     1.125     1.312     1.151
Ratio of operating expenses before expense reductions,
    to average net assets (%) ................................        .963      .978     1.125     1.312     1.190
Ratio of net investment income to average net assets (%) .....       4.535     4.887     2.889     2.123     3.613


(a) Includes approximately $.005 per share of net realized short-term capital gains. 

(b) Total returns would have been lower had certain expenses not been reduced.
</TABLE>

<TABLE>

- --------------------------------------------------------------------------------
     AARP HIGH QUALITY TAX FREE MONEY FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                                YEARS ENDED SEPTEMBER 30,
                                                                  -------------------------------------------------
                                                                    1996      1995      1994      1993      1992
                                                                  -------------------------------------------------
<S>                                                                <C>       <C>       <C>       <C>       <C>   
Net asset value, beginning of period .......................       $1.000    $1.000    $1.000    $1.000    $1.000
                                                                  -------------------------------------------------
    Net investment income ..................................         .028      .029      .017      .016      .026
    Distributions from net investment income ...............        (.028)    (.029)    (.017)    (.016)    (.026)
                                                                  -------------------------------------------------
Net asset value, end of period .............................       $1.000    $1.000    $1.000    $1.000    $1.000
                                                                  -------------------------------------------------
TOTAL RETURN (%) (a) .......................................         2.80      2.99      1.76      1.62      2.58
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) .....................          111       120       129       134       127
Ratio of operating expenses, net to average net assets (%)            .85       .87       .90       .93       .95
Ratio of operating expenses before expense reductions,
    to average net assets (%) ..............................          .85       .87       .91      1.15      1.13
Ratio of net investment income to average net assets (%) ...         2.77      2.94      1.75      1.60      2.54

(a) Total returns would have been lower had certain expenses not been reduced.
</TABLE>

                                       81


<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>

- --------------------------------------------------------------------------------
    AARP GNMA AND U.S. TREASURY FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                                  YEARS ENDED SEPTEMBER 30,
                                                                   ------------------------------------------------------
                                                                     1996       1995       1994       1993       1992
                                                                   ------------------------------------------------------
<S>                                                                 <C>        <C>        <C>        <C>        <C>   
Net asset value, beginning of period .....................          $15.19     $14.73     $15.96     $16.19     $15.72
                                                                   ------------------------------------------------------
Income from investment operations:
    Net investment income ................................             .99       1.01        .93       1.15       1.22
    Net realized and unrealized gain (loss) on investments            (.28)       .46      (1.23)      (.23)       .47
                                                                   ------------------------------------------------------
Total from investment operations .........................             .71       1.47       (.30)       .92       1.69
                                                                   ------------------------------------------------------
Less distributions:
    Net investment income ................................            (.99)      (.98)      (.93)     (1.15)     (1.22)
    Tax return of capital ................................              --       (.03)        --         --         --
                                                                   ------------------------------------------------------
Total distributions ......................................            (.99)     (1.01)      (.93)     (1.15)     (1.22)
                                                                   ------------------------------------------------------
Net asset value, end of period ...........................          $14.91     $15.19     $14.73     $15.96     $16.19
                                                                   ------------------------------------------------------
TOTAL RETURN (%) .........................................            4.79      10.31      (1.90)      5.89      11.19
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ...................           4,904      5,252      5,585      6,712      5,232
Ratio of operating expenses to average net assets (%)                  .64        .67        .66        .70        .72
Ratio of net investment income to average net assets (%) .            6.55       6.77       6.09       7.15       7.69
Portfolio turnover rate (%) ..............................           83.44      70.35     114.54     105.49      74.33

</TABLE>

<TABLE>

- --------------------------------------------------------------------------------
    AARP HIGH QUALITY BOND FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                                  YEARS ENDED SEPTEMBER 30,
                                                                 ----------------------------------------------------------
                                                                   1996        1995        1994        1993        1992
                                                                 ----------------------------------------------------------
<S>                                                               <C>         <C>         <C>         <C>         <C>   
Net asset value, beginning of period .....................        $16.01      $15.05      $17.19      $16.44      $15.71
                                                                 ----------------------------------------------------------
Income from investment operations:
    Net investment income ................................           .92         .94         .85         .93        1.03
    Net realized and unrealized gain (loss) on investments          (.19)        .95       (1.76)        .93         .73
                                                                 ----------------------------------------------------------
Total from investment operations .........................           .73        1.89        (.91)       1.86        1.76
                                                                 ----------------------------------------------------------
Less distributions:
    Net investment income ................................          (.92)       (.93)       (.85)       (.93)      (1.03)
    Net realized gains on investments ....................            --          --          --        (.18)         --
    In excess of net realized gains on investments .......            --          --        (.38)         --          --
                                                                 ----------------------------------------------------------
Total distributions ......................................          (.92)       (.93)      (1.23)      (1.11)      (1.03)
                                                                 ----------------------------------------------------------
Net asset value, end of period ...........................        $15.82      $16.01      $15.05      $17.19      $16.44
                                                                 ----------------------------------------------------------
TOTAL RETURN (%) .........................................          4.59       12.98       (5.55)      11.88       11.56
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ...................           512         533         568         604         384
Ratio of operating expenses to average net assets (%)                .91         .95         .95        1.01        1.13
Ratio of net investment income to average net assets (%) .          5.76        6.13        5.31        5.64        6.40
Portfolio turnover rate (%) ..............................        169.96      201.07       63.75      100.98       63.00
</TABLE>

                                       82


<PAGE>

<TABLE>

- --------------------------------------------------------------------------------
    AARP INSURED TAX FREE GENERAL BOND FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                             YEARS ENDED SEPTEMBER 30,
                                                                   ---------------------------------------------
                                                                     1996     1995     1994     1993     1992
                                                                   ---------------------------------------------
<S>                                                                 <C>      <C>      <C>      <C>      <C>   
Net asset value, beginning of period .....................          $17.74   $16.93   $19.00   $17.88   $17.30
                                                                   ---------------------------------------------
Income from investment operations:
    Net investment income ................................             .87      .87      .86      .90      .93
    Net realized and unrealized gain (loss) on investments             .16      .81    (1.67)    1.55      .75
                                                                   ---------------------------------------------
Total from investment operations .........................            1.03     1.68     (.81)    2.45     1.68
                                                                   ---------------------------------------------
Less distributions:
    Net investment income ................................            (.87)    (.87)    (.86)    (.90)    (.93)
    Net realized gains on investments ....................              --       --     (.34)    (.43)    (.17)
    In excess of net realized gains on investments .......              --       --     (.06)      --       --
                                                                   ---------------------------------------------
Total distributions ......................................            (.87)    (.87)   (1.26)   (1.33)   (1.10)
                                                                   ---------------------------------------------
Net asset value, end of period ...........................          $17.90   $17.74   $16.93   $19.00   $17.88
                                                                   ---------------------------------------------
TOTAL RETURN (%) .........................................            5.88    10.21    (4.48)   14.31    10.01
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ...................           1,755    1,807    1,914    2,087    1,487
Ratio of operating expenses to average net assets (%)                  .66      .69      .68      .72      .74
Ratio of net investment income to average net assets (%) .            4.83     5.06     4.80     4.90     5.31
Portfolio turnover rate (%) ..............................           18.69    17.45    38.39    47.96    62.45
</TABLE>

<TABLE>

- --------------------------------------------------------------------------------
    AARP BALANCED STOCK AND BOND FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                                         FOR THE PERIOD
                                                            YEARS ENDED SEPTEMBER 30,  FEBRUARY 1, 1994 (a)
                                                            -------------------------    TO SEPTEMBER 30,
                                                               1996           1995             1994
                                                            -------------------------  --------------------
<S>                                                           <C>            <C>              <C>   
Net asset value, beginning of period .....................    $16.40         $14.64           $15.00
                                                             ----------------------------------------------
Income from investment operations:                                                         
    Net investment income ................................       .66            .61              .25
    Net realized and unrealized gain (loss) on investments      1.44           1.79             (.37)(b)
                                                             ----------------------------------------------
Total from investment operations .........................      2.10           2.40             (.12)
                                                             ----------------------------------------------
Less distributions:                                                                        
    Net investment income ................................      (.66)          (.60)            (.24)
    Net realized gains on investments ....................      (.21)          (.04)              --
                                                             ----------------------------------------------
Total distributions ......................................      (.87)          (.64)            (.24)
                                                             ----------------------------------------------
Net asset value, end of period ...........................    $17.63         $16.40           $14.64
                                                             ----------------------------------------------
TOTAL RETURN (%) .........................................     13.08          16.80             (.78)(d)
RATIOS AND SUPPLEMENTAL DATA                                                                 
Net assets, end of period ($ millions) ...................       403            247              175
Ratio of operating expenses to average net assets (%)            .88           1.01             1.31(e)
Ratio of net investment income to average net assets (%) .      4.09           4.12             3.58(e)
Portfolio turnover rate (%) ..............................     35.22          63.77            49.32(e)
Average commission rate paid (c) .........................    $.0549         $   --           $   --
                                                                                       
(a)Commencement of operations
(b)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.
(c)Average commission rate paid per share of common and preferred stocks is calculated for fiscal years
   beginning on or after September 1, 1995.
(d)Not Annualized        (e) Annualized
</TABLE>

                                       83


<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>

- --------------------------------------------------------------------------------
    AARP GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                                 YEARS ENDED SEPTEMBER 30,
                                                                     ------------------------------------------------
                                                                       1996     1995      1994      1993      1992
                                                                     ------------------------------------------------
<S>                                                                   <C>      <C>       <C>       <C>       <C>   
Net asset value, beginning of period .....................            $38.36   $34.13    $32.91    $28.67    $26.97
                                                                     ------------------------------------------------
Income from investment operations:
    Net investment income ................................              1.17     1.11       .94       .83       .97
    Net realized and unrealized gain on investments ......              6.40     5.44      1.62      4.58      2.11
                                                                     ------------------------------------------------
Total from investment operations .........................              7.57     6.55      2.56      5.41      3.08
                                                                     ------------------------------------------------
Less distributions from:
    Net investment income ................................             (1.15)   (1.09)    (1.13)     (.87)     (.90)
    Net realized gains on investments ....................              (.84)   (1.23)     (.21)     (.30)     (.48)
                                                                     ------------------------------------------------
Total distributions ......................................             (1.99)   (2.32)    (1.34)    (1.17)    (1.38)
                                                                     ------------------------------------------------
Net asset value, end of period ...........................            $43.94   $38.36    $34.13    $32.91    $28.67
                                                                     ------------------------------------------------
TOTAL RETURN (%) .........................................             20.20    20.43      7.99     19.38     11.59
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ...................             4,219    3,007     2,312     1,560       748
Ratio of operating expenses to average net assets (%)                    .69      .72       .76       .84       .91
Ratio of net investment income to average net assets (%) .              2.94     3.28      3.00      3.08      3.84
Portfolio turnover rate (%) ..............................             25.02    31.26     31.82     17.44     36.40
Average commission rate paid (a) .........................            $.0542   $   --    $   --    $   --    $   --


(a)Average commission rate paid per share of common and preferred stocks is calculated for fiscal years beginning
   on or after September 1, 1995.
</TABLE>

<TABLE>

- --------------------------------------------------------------------------------
    AARP GLOBAL GROWTH FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                                     FOR THE PERIOD
                                                                                    FEBRUARY 1, 1996
                                                                                     (COMMENCEMENT)
                                                                                     OF OPERATIONS)
                                                                                 TO SEPTEMBER 30, 1996
                                                                                 ---------------------
<S>                                                                                      <C>
Net asset value, beginning of period ...........................................         $15.00
                                                                                         ------
Income from investment operations:
    Net investment income ......................................................            .06
    Net realized and unrealized gain (loss) on investments .....................            .43
                                                                                         ------
Total from investment operations ...............................................            .49
                                                                                         ------
Net asset value, end of period .................................................         $15.49
                                                                                         ------
TOTAL RETURN (%) (a) ...........................................................           3.27(c)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) .........................................             78
Ratio of operating expenses, net to average net assets (%) .....................           1.75(d)
Ratio of operating expenses before expense reductions, to average net assets (%)           2.31(d)
Ratio of net investment income to average net assets (%) .......................           1.03(d)
Portfolio turnover rate (%) ....................................................          12.56(d)
Average commission rate paid (b) ...............................................         $.0150


(a)Total returns would have been lower had certain expenses not been reduced.
(b)Average commission rate paid per share of common and preferred stocks is calculated for fiscal
   years beginning on or after September 1, 1995.
(c)Not Annualized     (d) Annualized
</TABLE>

                                       84


<PAGE>
<TABLE>

- --------------------------------------------------------------------------------
    AARP CAPITAL GROWTH FUND
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
                                                                                    YEARS ENDED SEPTEMBER 30,
                                                                   --------------------------------------------------------
                                                                     1996        1995        1994       1993       1992
                                                                   --------------------------------------------------------
<S>                                                                 <C>         <C>         <C>       <C>         <C>   
Net asset value, beginning of period .....................          $38.36      $31.74      $36.20    $ 30.30     $30.23
                                                                   --------------------------------------------------------
Income from investment operations:
    Net investment income ................................             .42         .36         .00        .06        .15
    Net realized and unrealized gain (loss) on investments            5.59        6.91       (1.51)      7.19       1.09
                                                                   --------------------------------------------------------
Total from investment operations .........................            6.01        7.27       (1.51)      7.25       1.24
                                                                   --------------------------------------------------------
Less distributions from:
    Net investment income ................................            (.39)       (.01)       (.05)      (.14)      (.23)
    Net realized gains on investments ....................            (.51)       (.64)      (2.90)     (1.21)      (.94)
                                                                   --------------------------------------------------------
Total distributions ......................................            (.90)       (.65)      (2.95)     (1.35)     (1.17)
                                                                   --------------------------------------------------------
Net asset value, end of period ...........................          $43.47      $38.36      $31.74    $ 36.20     $30.30
                                                                   --------------------------------------------------------
TOTAL RETURN (%) .........................................           15.97       23.47       (4.70)     24.53       3.94
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ...................             826         692         683        607        424
Ratio of operating expenses to average net assets (%)                  .90         .95         .97       1.05       1.13
Ratio of net investment income to average net assets (%) .            1.05        1.00         .02        .22        .61
Portfolio turnover rate (%) ..............................           64.84       98.44       79.65     100.63      89.20
Average commission rate paid (a) .........................          $.0614      $   --      $   --    $    --     $   --

(a)Average commission rate paid per share of common and preferred stocks is calculated for fiscal years beginning on or
   after September 1, 1995.
</TABLE>

                                       85

<PAGE>
NOTES TO FINANCIAL STATEMENT

NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. 

     The AARP Cash Investment Funds, consisting of the AARP High Quality Money
Fund, the AARP Income Trust, consisting of the AARP GNMA and U.S. Treasury Fund
and the AARP High Quality Bond Fund, the AARP Tax Free Income Trust, consisting
of the AARP High Quality Tax Free Money Fund, and the AARP Insured Tax Free
General Bond Fund, and the AARP Growth Trust, consisting of the AARP Balanced
Stock and Bond Fund, AARP Growth and Income Fund, AARP Global Growth Fund, and
the AARP Capital Growth Fund are each Massachusetts business trusts and are
registered under the Investment Company Act of 1940, as amended, as open-end
management investment companies. All funds are diversified. The AARP Cash
Investment Funds, has one series, the AARP Growth Trust has four series and each
of the other Trusts have two series. The Declaration of Trust of each Trust
permits its Trustees to create an unlimited number of series and to issue an
unlimited number of full and fractional shares of each separate series.

     The Funds' financial statements are prepared in accordance with generally
accepted accounting principles which require the use of management estimates.
The policies described below are followed consistently by the funds in
preparation of their financial statements.

     A. SECURITY VALUATION. The AARP High Quality Money Fund uses the penny
rounding method of security valuation as permitted under Rule 2a-7 of the
Investment Company Act of 1940. Under this method, securities for which market
quotations are readily available and which have remaining maturities of
sixty-one days or more from the date of valuation are valued at the mean between
the over-the-counter bid and asked prices by an independent registered
broker/dealer. On the sixtieth day prior to maturity and thereafter until
maturity, securities originally purchased with more than sixty days remaining to
maturity are valued at amortized cost calculated daily, based upon the market
valuation of the securities on the sixty-first day prior to maturity. The AARP
High Quality Tax Free Money Fund uses the amortized cost method of security
valuation as permitted under Rule 2a-7 of the Investment Company Act of 1940.
Under this method, the value of a security is determined by adjusting its
original cost to face value through the amortization of any acquisition discount
or premium at a constant rate until maturity, which approximates market.
Security valuation with respect to each of the remaining funds is performed in
the following manner:

     Common and preferred stocks traded on U.S. or foreign securities exchanges
are valued at the most recent sale price on such exchange where the security is
principally traded. If no sale occurred, the security is valued at the mean
between the most recent bid and asked quotations on such exchanges. If there is
no such bid and asked quotations the most recent bid quotation is used. Unlisted
securities quoted on the National Association of Securities Dealers Automatic
Quotation ("NASDAQ") System, for which there have been sales, are valued at the
most recent sale price reported on such system. If there are no such sales, the
value is the high or "inside" bid quotation. Unlisted securities which are not
quoted on the NASDAQ System but are traded in another over-the-counter market
are valued at the most recent sale price on such market. If no sale occurred,
the security is valued at the mean between the most recent bid and asked
quotations. If there are no such bid and asked quotations the most recent bid
quotation is used.

     Portfolio debt securities with remaining maturities greater than sixty days
are valued by pricing agents approved by the Trustees, which prices reflect
broker/dealer-supplied valuations and electronic data processing techniques. If
the pricing agents are unable to provide such quotations, the most recent bid
quotation supplied by a bona fide market maker shall be used.

     Short-term investments with remaining maturities of 60 days or less are
valued at amortized cost. Variable rate demand notes are carried at cost which
together with

                                       86


<PAGE>
accrued interest approximates market.

     The value of all other securities is determined in good faith under the
direction of the Trustees.

     B. REPURCHASE AGREEMENTS. The AARP High Quality Money Fund, AARP Growth
Funds and AARP GNMA and U.S. Treasury Fund regularly invest in repurchase
agreements. Each of the AARP funds may enter into repurchase agreements with
selected banks and broker/dealers whereby each fund, through its custodian,
receives delivery of the securities collateralizing repurchase agreements, the
amount of which at the time of purchase and each subsequent business day is
required to be maintained at such a level that the market value, depending on
the maturity of the underlying collateral, is equal to at least 101% of the
resale price.


     C. FUTURES CONTRACTS. Each of the funds in the AARP Income Trust, the AARP
Insured Tax Free General Bond Fund, the AARP Balanced Stock and Bond Fund, and
AARP Global Growth Fund may enter into futures contracts. A futures contract is
an agreement between a buyer or seller and an established futures exchange or
its clearinghouse in which the buyer or seller agrees to take or make a delivery
of a specific amount of an item at a specified price on a specific date
(settlement date). During the period the AARP Balanced Stock and Bond Fund sold
interest rate futures as a temporary substitute for selling selected
investments. Also, during the period, the AARP High Quality Bond Fund and the
AARP Insured Tax Free General Bond Fund purchased and sold interest rate futures
to hedge against declines in the value of portfolio securities.

     Upon entering into a futures contract, the Fund is required to deposit with
a financial intermediary an amount ("initial margin") equal to a certain
percentage of the face value indicated in the futures contract. Subsequent
payments ("variation margin") are made or received by the Fund each day,
dependent on the daily fluctuations in the value of the underlying security, and
are recorded for financial reporting purposes as unrealized gains or losses by
the Fund. When entering into a closing transaction, the Fund will realize a gain
or loss equal to the difference between the value of the futures contract to
sell and the futures contract to buy. Futures contracts are valued at the most
recent settlement price.

     Certain risks may arise upon entering into futures contracts including the
risk that an illiquid secondary market will limit the Fund's ability to close
out a futures contract prior to the settlement date and that a change in the
value of a futures contract may not correlate exactly with changes in the value
of the securities or currencies hedged. When utilizing futures contracts to
hedge, the Fund gives up the opportunity to profit from favorable price
movements in the hedged positions during the term of the contract.

     D. OPTIONS. Each of the Funds in the AARP Income Trust, the AARP Insured
Tax Free General Bond Fund, the AARP Balanced Stock and Bond Fund, and the AARP
Global Growth Fund may enter into options on futures contracts and may also
(except for the Insured Tax Free General Bond Fund) write covered call options.
Each of the Funds in the AARP Growth Trust may purchase put and call options on
stock indices. In an option contract, the writer of the option grants the buyer
of the option the right to purchase from (call option), or sell to (put option),
the writer a designated instrument at a specified price within a specified
period of time. Certain options, including options on indices, will require cash
settlement by the Fund if the option is exercised. During the period, the AARP
Growth and Income Fund and the AARP High Quality Bond Fund wrote call options on
securities as a hedge against potential adverse price movements in the value of
portfolio assets. Also, during the period, the AARP High Quality Bond Fund
purchased call options on securities as a temporary substitute for purchasing
selected investments and the AARP Insured Tax Free General Bond Fund purchased
put options on futures as a hedge against potential adverse price movements
in the value of portfolio assets.

If the Fund writes an option and the option expires unexercised, the Fund will
realize income, in the form of a capital gain, to the extent of the amount
received for the option (the "premium"). If the Fund elects to close out the
option it would recognize a gain or loss based on the difference between

                                       87


<PAGE>
NOTES TO FINANCIAL STATEMENTS

the cost of closing the option and the initial premium received. If the Fund
purchased an option and allows the option to expire it would realize a loss to
the extent of the premium paid. If the Fund elects to close out the option it
would recognize a gain or loss equal to the difference between the cost of
acquiring the option and the amount realized upon the sale of the option.

The gain or loss recognized by the Fund upon the exercise of a written call or
purchased put option is adjusted for the amount of option premium. If a written
put or purchased call option is exercised the Fund's cost basis of the acquired
security or currency would be the exercise price adjusted for the amount of the
option premium.

The liability representing the Fund's obligation under an exchange traded
written option or investment in a purchased option is valued at the last sale
price or, in the absence of a sale, the mean between the closing bid and asked
price or at the most recent asked price (bid for purchased options) if no bid
and asked price are available. Over-the-counter written or purchased options are
valued using dealer supplied quotations.

When the Fund writes a covered call option, the Fund foregoes, in exchange for
the premium, the opportunity to profit during the option period from an increase
in the market value of the underlying security or currency above the exercise
price. When the Fund writes a put option it accepts the risk of a decline in the
market value of the underlying security or currency below the exercise price.
Over-the-counter options have the risk of the potential inability of
counterparties to meet the terms of their contracts. The Fund's maximum exposure
to purchased options is limited to the premium initially paid. In addition,
certain risks may arise upon entering into option contracts including the risk
that an illiquid secondary market will limit the Fund's ability to close out an
option contract prior to the expiration date and, that a change in the value of
the option contract may not correlate exactly with changes in the value of the
securities or currencies hedged.

     E. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. Each of the Funds in the
AARP Growth Trust, in connection with portfolio purchases and sales of
securities denominated in a foreign currency, may enter into forward foreign
currency exchange contracts ("forward contracts"). Additionally, from time to
time, each fund may enter into contracts to hedge certain foreign currency
denominated assets. A forward contract is a commitment to purchase or sell a
foreign currency at the settlement date at a negotiated rate. During the period,
the AARP Balanced Stock and Bond Fund utilized forward contracts as a hedge
against changes in exchange rates relating to foreign currency denominated
assets. Also, during the period, the AARP Balanced Stock and Bond Fund, the AARP
Growth and Income Fund and the AARP Global Growth Fund utilized forward
contracts as a hedge in connection with portfolio purchases and sales of
securities denominated in foreign currencies.

     Forward contracts are valued at the prevailing forward exchange rate of the
underlying currencies and unrealized gain/loss is recorded daily. Forward
contracts having the same settlement date and broker are offset and any gain
(loss) is realized on the date of offset; otherwise, gain (loss) is realized on
settlement date. Realized and unrealized gains and losses which represent the
difference between the value of the forward contract to buy and the forward
contract to sell are included in net realized and unrealized gain (loss) from
foreign currency related transactions.

     Certain risks may arise upon entering into forward contracts from the
potential inability of counterparties to meet the terms of their contracts.
Additionally, when utilizing forward contracts to hedge, the Fund gives up the
opportunity to profit from favorable exchange rate movements during the term of
the contract.

     F. FOREIGN CURRENCY TRANSLATIONS. Foreign currency transactions from
foreign investment activity are translated into U.S. dollars on the following
basis:

     (i)  market value of investment securities, other assets and liabilities at
          the daily rates of exchange, and

     (ii) purchases and sales of investment securities, dividend and interest
          income and certain expenses at the rates of exchange prevailing

                                       88


<PAGE>
          on the respective dates of such transactions.

     The Funds do not isolate that portion of gains and losses on investments
which is due to changes in foreign exchange rates from that which is due to
changes in market prices of the investments. Such fluctuations are included with
the net realized and unrealized gains and losses from investments.

     Net realized and unrealized gain (loss) from foreign currency related
transactions includes gains and losses between trade and settlement dates on
securities transactions, gains and losses arising from the sales of foreign
currency, and gains and losses between the ex and payment dates on dividends,
interest, and foreign withholding taxes.

     G. SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME. Securities
transactions are accounted for on the trade date basis and dividend income is
recorded on the ex-dividend date. Interest income is recorded on the accrual
basis. Original issue discount on securities purchased is accreted on an
effective yield basis over the life of the security. Acquisition discount is
accreted on taxable securities purchased with original maturity dates of one
year or less. Premium on securities purchased by the AARP Tax Free Income Trust
is amortized on an effective yield basis over the life of the security.

     Each Fund uses the specific identification method for determining the
realized gain or loss on investments sold for both financial and federal income
tax reporting purposes.

     H. FEDERAL INCOME TAXES. Each of the Funds is treated as a single entity
for federal income tax purposes. It is the policy of each fund to comply with
the requirements of the Internal Revenue Code as amended which are applicable to
regulated investment companies, and to distribute all of its taxable and tax
exempt income to its shareholders. Accordingly, the funds paid no U.S. federal
income taxes, and no provisions for federal income taxes were required.

     I. DISTRIBUTION OF INCOME AND GAINS. All of the net investment income of
each fund is declared as a dividend to shareholders. The dividends from AARP
High Quality Money Fund and each of the funds in the AARP Income Trust and the
AARP Tax Free Income Trust are declared daily and distributed monthly. The
dividends from AARP Balanced Stock and Bond Fund and AARP Growth and Income Fund
are declared and paid quarterly. The dividends from AARP Global Growth Fund and
AARP Capital Growth Fund are declared and paid annually. During any particular
year, net realized gains from securities transactions for each fund which are in
excess of any available capital loss carryforwards, would be taxable to the fund
if not distributed and, therefore, will be distributed to shareholders in the
following fiscal year. The AARP High Quality Money Fund may take into account
realized gains and losses on the sales of securities in its daily distributions.
An additional distribution may be made by each fund to the extent necessary to
avoid the payment of a four percent federal excise tax.

     The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal income tax
rules and regulations which may differ from generally accepted accounting
principles. These differences relate primarily to investments in options,
futures, forward contracts, foreign denominated investments, mortgage backed
securities, REIT and certain securities sold at a loss. As a result, net
investment income and net realized gain (loss) on investment transactions for a
reporting period may differ significantly from distributions during such period.
Accordingly, the Funds may periodically make reclassifications among certain of
its capital accounts without impacting the net asset value of the Fund.

     J. EXPENSES. Each Fund is charged for those expenses that are directly
attributable to it, such as management, custodian, audit, and certain
shareholder service fees. Expenses that are not directly attributable to a fund,
such as reports to shareholders, portions of Trustees' and legal fees, are
allocated among all the funds.

     K. ORGANIZATION COST. Costs incurred by the AARP Balanced Stock and Bond
Fund and the AARP Global Growth Fund in connection with its organization and
initial registration of shares have been deferred and are being 

                                       89


<PAGE>
NOTES TO FINANCIAL STATEMENTS

amortized on a straight-line basis over a five-year period.

     L. PORTFOLIO INSURANCE. The cost of premiums paid by the AARP Insured Tax
Free General Bond Fund for insurance, which covers individual securities, is
non-cancellable and runs the life of such securities, is added to the cost basis
of such securities. This insurance provides for the timely payment of principal
and interest on these securities when due and protects the fund against loss
from default by the Municipal issuer. It does not protect the investor from
losses due to changes in market values.

     M. SECURITIES PURCHASED ON A FORWARD DELIVERY OR WHEN-ISSUED BASIS. The
AARP High Quality Money Fund, each of the funds in the AARP Income Trust and
AARP Tax Free Income Trust, and AARP Balanced Stock and Bond Fund may purchase
securities on a forward delivery or when-issued basis. Municipal, corporate and
government securities are frequently offered on a forward delivery or
when-issued basis. At the time the fund makes the commitment to purchase a
security on a forward delivery or when-issued basis, the price of the underlying
security is fixed. The fund will record the transaction at the time of the
commitment and reflect the value of the security in determining its net asset
value. The settlement date of the transaction can occur within one month or more
after the date the commitment was made. During the period between purchase and
settlement date, no payment is made on behalf of the fund and no interest
accrues to the fund.

NOTE 2. MANAGEMENT FEE AND OTHER RELATED TRANSACTIONS.

     Under the investment management and advisory agreement (the "Management
Agreement") between each Trust and Scudder, Stevens & Clark, Inc. (the "Fund
Manager") 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 Funds ("Program Assets"). Each AARP Fund 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 Funds. The Annual Base Fee is
calculated as follows: .35%, of the first $2.0 billion of such assets, .33% of
the next $2.0 billion of such assets, .30% of the next $2.0 billion of such
assets, .28% of the next $2.0 billion of such assets, .26% of the next $3.0
billion of such assets, .25% of the next $3.0 billion of such assets, .24% of
such assets thereafter.

     In addition to the Base Fee Rate, each Fund agrees to pay the Fund Manager
a flat Individual Fund Fee based on the average daily net assets of that Fund.
The Individual Fund Fee Rate recognizes the different characteristics of each
Fund, the varying levels of complexity of investment research and securities
trading required to manage each Fund. The Individual Fund Fee Rate is calculated
at the following percentages of the average daily net assets of each fund: .10%
for AARP High Quality Money Fund and AARP High Quality Tax Free Money Fund; .12%
for AARP GNMA and U.S. Treasury Fund; .19% for AARP High Quality Bond Fund, AARP
Insured Tax Free General Bond Fund, AARP Balanced Stock and Bond Fund and AARP
Growth and Income Fund; .55% for AARP Global Growth Fund; .32% for AARP Capital
Growth Fund. The amount for each fund is shown in the Statement of Operations as
Management Fee.

     As manager of the assets of each Fund, the Fund Manager directs the
investments of each Fund in accordance with its investment objectives, policies
and restrictions. In addition to portfolio management services, the Fund Manager
under the Management Agreement will provide certain administrative services in
accordance with such Agreement. The Fund Manager has also entered into a Member
Services Agreement with AARP Financial Services Corp. ("AFSC"), a subsidiary of
AARP, and pays portions of its investment management and advisory fee to AFSC.

     The Management Agreement also provides that the Fund Manager will reimburse
the funds for annual expenses in excess of the lowest state limitations imposed,
exclusive of taxes, brokerage commissions, interest and extraordinary expenses.
The Fund Manager agreed to maintain the annualized expenses of the 

                                       90


<PAGE>
AARP High Quality Tax Free Money Fund at not more than 0.90% of average daily
net assets until February 1, 1996. Effective February 1, 1996, the Fund Manager
agreed to maintain the annualized expenses of the AARP Global Growth Fund at not
more than 1.75% of average net assets until January 1, 1997. The amount of
expenses reimbursed by the Fund Manager, if any, for each fund has been shown in
the Statement of Operations as Expense Reductions.

     Each Trust has a shareholder servicing agreement with Scudder Service
Corporation ("SSC"), a subsidiary of the Fund Manager. As shareholder servicing
agent, SSC provides various transfer agent, dividend disbursing, and shareholder
communication functions. The amount for each fund has been shown in the
Statement of Operations as Transfer and Dividend Disbursing Expense.

     Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Fund
Manager, is responsible for determining the daily net asset value per share and
maintaining the portfolio and general accounting records of AARP Growth and
Income Fund, AARP Global Growth Fund and AARP Capital Growth Fund. For the year
ended September 30, 1996, the amount charged to the Funds by SFAC aggregated
$266,385, $43,116, and $103,618, respectively, of which $23,261, $43,116, and
$8,132, respectively, is unpaid at September 30, 1996. Effective October 6,
1995, for AARP High Quality Money Fund and AARP High Quality Tax Free Money
Fund; October 10, 1995, for AARP High Quality Bond Fund; October 20, 1995, for
AARP Balanced Stock and Bond Fund; November 10, 1995, for AARP GNMA and U.S.
Treasury Fund; and November 13, 1995 for AARP Insured Tax Free General Bond
Fund, SFAC assumed responsibility for determining the daily net asset value per
share and maintaining the portfolio and general accounting records. For the
period ended September 30, 1996, the amount charged to the Funds by SFAC
aggregated $48,622, $30,620, $84,969, $76,639, $480,771 and $150,802,
respectively, of which $4,253, $2,552, $6,867, $7,197, $41,759, and $14,015,
respectively, is unpaid at September 30, 1996.

     Each fund pays each Trustee not affiliated with Scudder or AARP $2,000
annually, $270 for each Trustees' meeting, $200 for each audit committee meeting
attended, and $100 for other committee meetings, plus expenses, subject to
certain maximums per Trustee for meetings held jointly with other funds. The
amount for each fund has been shown in the Statement of Operations as Trustees'
fees and expenses.


                                       91


<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS





     To The Trustees and Shareholders of
     AARP Cash Investment Funds, AARP Income Trust,
     AARP Tax Free Income Trust and
     AARP Growth Trust

     In our opinion, the accompanying statements of assets and liabilities,
     including the portfolios of investments, and the related statements of
     operations and of changes in net assets and the financial highlights
     present fairly, in all material respects, the financial position of each
     of the funds constituting the AARP Cash Investment Funds, the AARP Income
     Trust, the AARP Tax Free Income Trust and the AARP Growth Trust (hereafter
     referred to as the "Trusts") at September 30, 1996, the results of each of
     their operations, the changes in each of their net assets and the
     financial highlights for the periods indicated, in conformity with 
     generally acepted accounting principles. These financial statements and 
     financial highlights (hereafter referred to as "financial statements") are 
     the responsibility of the Trusts' management; our responsibility is to
     express an opinion on these financial statements based on our audits. We
     conducted our audits of these financial statements in accordance with
     generally accepted auditing standards which require that we plan and
     perform the audit to obtain reasonable assurance about whether the
     financial statements are free of material mistatement. An audit includes
     examining, on a test basis, evidence supporting the amounts and
     disclosures in the financial statements, assessing the accounting
     principles used and significant estimates made by management, and 
     evaluating the overall financial statement presentation. We believe
     that our audits, which included confirmation of securities at September 30,
     1996 by correspondence with the custodian and brokers and the application
     of alternative auditing procedures where confirmations from brokers were
     not received, provide a reasonable basis for the opinion expressed above.


     Price Waterhouse LLP
     Boston, Massachusetts
     November 14, 1996


                                       92
<PAGE>

      SHAREHOLDER MEETING RESULTS


A Special Meeting of Shareholders of the AARP Funds was held on Friday,
September 13, 1996, at the offices of Scudder, Stevens & Clark, Inc., Two
International Place, Boston, Massachusetts. The four matters voted upon by
Shareholders and the resulting votes for each matter are presented below.

<TABLE>
<CAPTION>
1.      The election of 15 Trustees to hold office until their respective successors shall have been duly elected and qualified.

                                               AARP Cash Investment Funds                   AARP Tax Free Income Trust
                  Trustee:                         Number of Votes:                               Number of Votes:
                  --------                     --------------------------                   --------------------------
                                                                                             
          <S>                              <C>           <C>            <C>            <C>            <C>            <C>
                                                                      Broker                                       Broker
                                          For         Withheld      Non-Votes*         For         Withheld      Non-Votes*
                                          ---         --------      ----------         ---         --------      ----------
         Carole L. Anderson             216,925,576     4,141,954        0           118,843,284     1,685,682        0
         Adelaide Attard                216,799,827     4,267,703        0           118,848,543     1,680,422        0
         Cyril F. Brickfield            216,472,867     4,594,663        0           118,796,747     1,732,219        0
         Robert N. Butler               216,701,084     4,366,446        0           118,708,693     1,820,273        0
         Esther Canja                   216,468,497     4,599,032        0           118,748,570     1,780,396        0
         Linda C. Coughlin              216,720,499     4,347,030        0           118,827,130     1,701,836        0
         Horace B. Deets                216,374,353     4,693,177        0           118,593,830     1,935,136        0
         Edgar R. Fiedler               216,731,994     4,335,536        0           118,935,082     1,593,884        0
         Cuyler W. Findlay              216,855,762     4,211,767        0           118,850,091     1,678,875        0
         Eugene P. Forrester            216,656,850     4,410,680        0           118,850,506     1,678,460        0
         Wayne F. Haefer                216,955,003     4,112,526        0           118,951,350     1,577,615        0
         George L. Maddox, Jr.          216,846,314     4,221,215        0           118,751,209     1,777,757        0
         Robert J. Myers                216,694,683     4,372,846        0           118,604,347     1,924,619        0
         James H. Schulz                216,926,200     4,138,329        0           118,964,697     1,564,268        0
         Gordon Shillinglaw             216,705,519     4,362,010        0           118,767,221     1,761,745        0

2.      Ratification or rejection of the action taken by the Board of Trustees
        in selecting Price Waterhouse LLP as independent accountants for the
        fiscal year ending September 30, 1997.

                        AARP Cash Investment Funds                                   AARP Tax Free Income Trust
                              Number of  Votes:                                            Number of Votes:
                        --------------------------                                   --------------------------
                                                                                       
                                                       Broker                                                       Broker
              For         Against       Abstain      Non-Votes*            For          Against       Abstain     Non-Votes*
              ---         -------       -------      ---------             ---          -------       -------     --------- 
           215,375,499   1,703,689     3,988,341        0              117,630,211      531,450      2,367,304        0


3.      Approval or disapproval of Amended and Restated Declarations of Trust.

                        AARP Cash Investment Funds                                   AARP Tax Free Income Trust
                               Number of  Votes:                                           Number of Votes:
                        --------------------------                                   --------------------------    
                                                       Broker                                                       Broker
              For         Against       Abstain      Non-Votes*            For          Against       Abstain     Non-Votes*
              ---         -------       -------      ---------             ---          -------       -------     --------- 
           202,397,479  10,317,597    8,352,452         0              110,916,660    4,866,055      4,727,112      19,138


4.      Approval or disapproval of modifications to the current fundamental diversification policies.#

                       AARP High Quality Money Fund                            AARP High Quality Tax Free Money Fund
                               Number of Votes:                                            Number of Votes:
                        --------------------------                             -------------------------------------
                                                       Broker                                                       Broker
              For         Against       Abstain      Non-Votes*            For          Against       Abstain     Non-Votes*
              ---         -------       -------      ---------             ---          -------       -------     --------- 
           205,891,068      6,861,270    8,315,191       0                55,243,653      1,670,969    2,157,905       0

- -----------------------------------------------------------------------------------------------------------------------------------
*   Broker non-votes are proxies received by the Fund from brokers or nominees
    when the broker or nominee neither has received instructions from the
    beneficial owner or other persons entitled to vote nor has discretionary
    power to vote on a particular matter.

#   For Shareholders of the AARP High Quality Money Fund and AARP High Quality Tax Free Money Fund only.
</TABLE>


                                       93
<PAGE>

      SHAREHOLDER MEETING RESULTS



A Special Meeting of Shareholders of the AARP Funds was held on Friday,
September 13, 1996, at the offices of Scudder, Stevens & Clark, Inc., Two
International Place, Boston, Massachusetts. The three matters voted upon by
Shareholders and the resulting votes for each matter are presented below.

<TABLE>
<CAPTION>
1.      The election of 15 Trustees to hold office until their respective successors shall have been duly elected and qualified.

                                                  AARP Income Trust                            AARP Growth Trust
                  Trustee:                         Number of Votes:                             Number of Votes:
                  --------              ------------------------------------         -------------------------------------       
          <S>                               <C>            <C>         <C>             <C>            <C>            <C>
                                                                      Broker                                       Broker
                                            For         Withheld    Non-Votes*         For         Withheld      Non-Votes*
                                            ---         --------    ----------         ---         --------      ----------
         Carole L. Anderson             198,108,986     2,676,743        0            78,688,236     1,122,407        0
         Adelaide Attard                198,022,054     2,763,675        0            78,643,514     1,167,129        0
         Cyril F. Brickfield            197,880,680     2,905,049        0            78,541,412     1,269,231        0
         Robert N. Butler               197,861,574     2,924,155        0            78,584,607     1,226,036        0
         Esther Canja                   197,771,606     3,014,123        0            78,536,178     1,274,465        0
         Linda C. Coughlin              197,998,716     2,787,013        0            78,634,270     1,176,373        0
         Horace B. Deets                197,509,529     3,276,200        0            78,463,163     1,347,480        0
         Edgar R. Fiedler               198,038,088     2,747,641        0            78,594,205     1,216,438        0
         Cuyler W. Findlay              197,986,735     2,798,994        0            78,666,715     1,143,928        0
         Eugene P. Forrester            197,994,539     2,791,190        0            78,662,033     1,148,610        0
         Wayne F. Haefer                198,150,546     2,635,183        0            78,713,230     1,097,413        0
         George L. Maddox, Jr.          198,053,152     2,732,577        0            78,677,375     1,133,268        0
         Robert J. Myers                197,782,143     3,003,586        0            78,550,076     1,260,567        0
         James H. Schulz                198,208,487     2,577,242        0            78,762,753     1,047,890        0
         Gordon Shillinglaw             197,909,746     2,875,983        0            78,567,180     1,243,463        0

2.      Ratification or rejection of the action taken by the Board of Trustees
        in selecting Price Waterhouse LLP as independent accountants for the
        fiscal year ending September 30, 1997.

                            AARP Income Trust                                              AARP Growth Trust
                             Number of Votes:                                               Number of Votes:
                        --------------------------                                   --------------------------    
                                                       Broker                                                       Broker
              For         Against       Abstain      Non-Votes*            For          Against       Abstain     Non-Votes*
              ---         -------       -------      ---------             ---          -------       -------     --------- 
           196,218,751      1,008,945    3,558,033       0                78,015,861        530,915    1,263,866       0


3.      Approval or disapproval of Amended and Restated Declarations of Trust.

                            AARP Income Trust                                            AARP Growth Trust
                            Number of Votes:                                             Number of Votes:                       
                      --------------------------                                   --------------------------   
 
                                                       Broker                                                       Broker
              For         Against       Abstain      Non-Votes*            For          Against       Abstain     Non-Votes*
              ---         -------       -------      ---------             ---          -------       -------     --------- 
           186,179,562      6,964,391    7,577,717     64,058             72,967,248      3,867,254    2,931,868    44,273



- -----------------------------------------------------------------------------------------------------------------------------------
*   Broker non-votes are proxies received by the Fund from brokers or nominees
    when the broker or nominee neither has received instructions from the
    beneficial owner or other persons entitled to vote nor has discretionary
    power to vote on a particular matter.
</TABLE>


                                       94
<PAGE>

      OFFICERS AND TRUSTEES

CAROLE LEWIS ANDERSON

    Trustee of AARP Funds; President, MASDUN Capital Advisors; Formerly
    Principal, Suburban Capital Markets; 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 of AARP Funds; Member, New York City Department of Aging Advisory
    Council--Appointed by Mayor (1995); Consultant, Gerontology; Commissioner,
    County of Nassau, NY, Department of Senior Citizen Affairs (1971-1991);
    Board Member, American Association of International Aging (1981 to present);
    Member, NYS Community Services for the Elderly Advisory Council--Appointed
    by Governor (1987-1991); Chairperson, Federal Council on Aging (1981-1986);
    U.S. Delegate to 1982 United Nations World Assembly on Aging.

CYRIL F. BRICKFIELD

    Trustee of AARP Funds; Honorary President and Special Counsel, American
    Association of Retired Persons; Former Board Member: American Association of
    International Aging, National Alzheimer's Association, and American
    Federation of Aging Research (AFAR).

ROBERT N. BUTLER, M.D.

    Trustee of AARP Funds; 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
    (1976-1982).

ESTHER CANJA

    Trustee of AARP Funds; 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 of AARP Funds; Managing Director and Member, Board of
    Directors of Scudder, Stevens & Clark, Inc.

HORACE B. DEETS

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

EDGAR R. FIEDLER

    Trustee of AARP Funds; Senior Fellow and Economic Counselor, The Conference
    Board, Inc.; Director: The Stanley Works, Zurich-American Insurance Company,
    HT Insight Funds, and Emerging Mexico Fund.

CUYLER W. FINDLAY

    Chairman and Trustee of AARP Funds; Managing Director of Scudder, Stevens &
    Clark, Inc., Senior Vice President and Director, Scudder Investor Services,
    Inc.

EUGENE P. FORRESTER

    Trustee of AARP Funds; Consultant; International Trade Counselor; 
    Lt. General (Retired), U.S. Army; Command General, U.S. Army Western 
    Command, Honolulu; Consultant: Digital Equipment Corp., DHI, Philip Morris, 
    PICS Previews, and Whittle Communications.

                                       95
<PAGE>


      OFFICERS AND TRUSTEES

WAYNE F. HAEFER

    Trustee of AARP Funds; Director, Membership Division of AARP; Trustee,
    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 of AARP Funds; Professor Emeritus and Director, Long Term Care
    Resources Program, Duke University Medical Center; Senior Fellow, Center for
    the Study of Aging and Human Development, Duke University; Professor
    Emeritus of Sociology, Departments of Sociology and Psychiatry, Duke
    University.

ROBERT J. MYERS

    Trustee of AARP Funds; Actuarial Consultant; Formerly Executive Director,
    National Commission on Social Security Reform; Director: NASL Series Trust,
    Inc. and North American Funds, Inc.; Formerly Director, Board of Pensions,
    Evangelical Lutheran Church in America; Formerly Chairman, Commission on
    Railroad Retirement Reform; Member, U.S. Office of Technology Assessment,
    Prospective Payment Assessment Commission.

JAMES H. SCHULZ

    Trustee of AARP Funds; Professor of Economics and Kirstein Professor of
    Aging Policy, Policy Center of Aging, Florence Heller School, Brandeis
    University.

GORDON SHILLINGLAW

    Trustee of AARP Funds; Professor Emeritus of Accounting, Columbia University
    Graduate School of Business; Formerly Director and Treasurer, FERIS
    Foundation of America.

<TABLE>
<C>                                                              <C>    
MARGARET D. HADZIMA*                                             EDWARD J. O'CONNELL*
        Vice President                                                  Vice President and  Assistant Treasurer

THOMAS W. JOSEPH*                                                JAMES W. PASMAN*
        Vice President                                                  Vice President

DAVID S. LEE*                                                    KATHRYN L. QUIRK*
        Vice President and Assistant Treasurer                          Vice President and  Secretary

THOMAS F. MCDONOUGH*                                             HOWARD SCHNEIDER*
        Vice President and Assistant Secretary                          Vice President

PAMELA A. MCGRATH*                                               CORNELIA M. SMALL*
        Vice President and Treasurer                                    Vice President
</TABLE>

        *Scudder, Stevens & Clark, Inc.

    Effective January 1, 1995, each member of and nominee for the Board of
    Trustees must own shares of one or more of the Funds within the AARP
    Investment Program of which he/she serves as Trustee. 

                                       96
<PAGE>


     SERVICE AND TAX INFORMATION

SHAREHOLDER                Our knowledgeable AARP Mutual Fund Representatives 
SERVICE LINE               are available to answer questions about the Program 
                           or your account Monday through Friday, between   
1-800-253-2277             8:00 a.m.and 8:00 p.m., eastern time. Transactions 
                           can be made Monday through Friday between 8:00 a.m. 
                           and 4:00 p.m., eastern time.       
                                                                                
                           Write:          AARP Investment Program from Scudder 
                                           P.O. Box 2540                        
                                           Boston, MA 02208-2540                
                                                                      
                           For overnight   AARP Investment Program from Scudder
                           and certified   42 Longwater Drive 
                           mail:           Norwell, MA 02061-1612
                                                  
EASY-ACCESS LINE           Shareholders with a touch-tone telephone may call   
                           this automated line to obtain AARP Fund performance 
1-800-631-4636             and account information or to exchange or sell      
                           (redeem) AARP Mutual Fund shares. This service is   
                           available 24 hours a day, 7 days a week.             
                            
                                                                 
TRANSACTIONS BY FAX        If you have access to a fax machine, you can fax    
                           transaction requests. Any exchange or redemption    
1-800-821-6234             request received after 4:00 p.m. business days or on
                           weekends, will be processed the next business day.  
                           All faxes are kept confidential.                     
                                            

TDD (TELECOMMUNICATIONS    AARP members with hearing or speech impairments and
DEVICE FOR THE DEAF AND    access to TDD equipment can communicate with the   
SPEECH IMPAIRED)           AARP Investment Program Monday through Friday      
                           between 8:00 a.m. and 6:00 p.m., eastern time.     
1-800-634-9454             Transactions can be made between 8:00 a.m. and 4:00
                           p.m., eastern time.                                
                                                        
                            
TAX INFORMATION            Of the dividends paid from net investment income by 
                           the AARP High Quality Tax Free Money Fund and the   
                           AARP Insured Tax Free General Bond Fund for the      
                           Funds' fiscal years ending September 30, 1996, 100%  
                           constituted exempt-interest dividends for regular    
                           federal income tax purposes.                         
                                                                                
                           Pursuant to Section 852 of the Internal Revenue      
                           Code, the AARP Balanced Stock and Bond Fund, the    
                           AARP Growth and Income Fund, the AARP Capital Growth 
                           Fund, and the AARP Insured Tax Free General Bond     
                           Fund designate $3,574,697, $132,329,293,             
                           $52,397,990, and $3,762,709, respectively, as        
                           capital gain dividends for their fiscal years ended  
                           September 30, 1996.                                  
                                                                                
                           Pursuant to Section 853 of the Internal Revenue      
                           Code, AARP Global Growth Fund designates $0.012 per 
                           share (representing a total of $60,508) of foreign   
                           taxes and $0.046 per share (representing a total of  
                           $229,904) of foreign source income as having been    
                           paid in the fiscal year ended 9/30/96.               
                                                                                
                           Pursuant to Section 854 of the Internal Revenue      
                           Code, the percentages of ordinary income dividends  
                           paid qualify for the dividends received deduction    
                           for corporations are as follow: AARP Balanced Stock  
                           and Bond Fund 40.72%, AARP Capital Growth Fund 100%  
                           and AARP Growth and Income Fund 94.47%.              
                                                                                
                           In January 1997 you will receive federal tax         
                           information on all distributions paid to your       
                           account in calendar year 1996.                       
                            
                            







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