AARP CASH INVESTMENT FUNDS
497, 1998-02-09
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                      AARP INVESTMENT PROGRAM FROM SCUDDER
                                   PROSPECTUS
                                FEBRUARY 1, 1998

The family of 15 AARP Mutual Funds offers a choice of pure no-loadO mutual
funds, generally each of whose goal is to seek to provide competitive returns
but with less risk of loss to its portfolio than similar mutual funds, as
measured by the frequency and amount by which total return fluctuates downward.
This risk of loss, as described in this Prospectus, may also be referred to as
"downside risk." The 15 Funds are organized into five Trusts.

Trusts                             AARP Mutual Funds
AARP Cash Investment Funds         AARP High Quality Money Fund
AARP Income Trust                  AARP High Quality Short Term Bond Fund
                                   AARP GNMA and U.S. Treasury 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 Growth and Income Fund
                                   AARP Small Company Stock Fund
AARP Managed Investment            AARP Diversified Income With Growth Portfolio
      Portfolios Trust             AARP Diversified Growth Portfolio

This combined Prospectus provides information about the AARP Investment Program
from Scudder that as a prospective investor you should be familiar with before
investing. Please keep this document 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. 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. However, 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, 1998, 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) and is available along with
other related materials on the SEC's Internet Web Site (http://www.sec.gov).

You may get a copy of the SAI or a LARGE PRINT version of this Prospectus
without charge by calling 1-800-253-2277, or by writing 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.
<PAGE>

                                      NOTES

       

                                   PROSPECTUS
                                       2
<PAGE>

                     INFORMATION CONTAINED IN THE PROSPECTUS
                              AND WHERE TO FIND IT

                                                                            PAGE
                                                                            ----

A GLANCE AT THE AARP MUTUAL FUNDS FROM SCUDDER .............................   4
FUND EXPENSES ..............................................................   6
FINANCIAL HIGHLIGHTS .......................................................  10
A BRIEF OVERVIEW OF THE AARP INVESTMENT PROGRAM FROM SCUDDER ...............  21
SPECIAL FEATURES OF THE AARP INVESTMENT PROGRAM ............................  22
       
OBJECTIVES AND POLICIES ....................................................  27

      AARP MONEY MARKET FUNDS
      AARP HIGH QUALITY MONEY FUND .........................................  29
      AARP HIGH QUALITY TAX FREE MONEY FUND ................................  31

      AARP INCOME FUNDS
      AARP HIGH QUALITY SHORT TERM BOND FUND ...............................  35
      AARP GNMA AND U.S. TREASURY FUND .....................................  37
      AARP INSURED TAX FREE GENERAL BOND FUND ..............................  39
      AARP BOND FUND FOR INCOME ............................................  41

      AARP GROWTH AND INCOME FUNDS
      AARP BALANCED STOCK AND BOND FUND ....................................  46
      AARP GROWTH AND INCOME FUND ..........................................  48
      AARP U.S. STOCK INDEX FUND ...........................................  50

      AARP GROWTH FUNDS
      AARP CAPITAL GROWTH FUND .............................................  55
      AARP SMALL COMPANY STOCK FUND ........................................  57

      AARP INTERNATIONAL FUNDS
      AARP GLOBAL GROWTH FUND ..............................................  61
      AARP INTERNATIONAL GROWTH AND INCOME FUND ............................  64

      AARP MANAGED INVESTMENT PORTFOLIOS
      AARP DIVERSIFIED INCOME WITH GROWTH PORTFOLIO ........................  69
      AARP DIVERSIFIED GROWTH PORTFOLIO ....................................  69

OTHER INVESTMENT POLICIES AND RISK FACTORS .................................  73
INVESTMENT RESTRICTIONS ....................................................  79
ADDITIONAL INFORMATION ABOUT DISTRIBUTIONS AND TAXES .......................  80
FUND ORGANIZATION ..........................................................  81
UNDERSTANDING FUND PERFORMANCE .............................................  84
UNDERSTANDING SHARE PRICE ..................................................  86
OPENING AN AARP MUTUAL FUND ACCOUNT ........................................  87
WIRE TRANSFERS .............................................................  87
ADDING TO YOUR INVESTMENT ..................................................  87
EXCHANGES AND REDEMPTIONS ..................................................  88
SIGNATURE GUARANTEES .......................................................  88
STATEMENTS AND REPORTS .....................................................  89
OTHER MAILINGS .............................................................  89
INVESTOR SERVICES ..........................................................  89
SOME COMMONLY ASKED QUESTIONS ..............................................  91
SERVICE PROVIDERS OF THE AARP MUTUAL FUNDS .................................  92
TRUSTEES AND OFFICERS ......................................................  93


                                   PROSPECTUS
                                       3
<PAGE>

                                                            A GLANCE AT THE AARP

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                        AARP                                    INVESTMENT
                    MUTUAL FUNDS                                OBJECTIVE*
- --------------------------------------------------------------------------------------
<S>                                                   <C>
MONEY MARKET FUNDS
- --------------------------------------------------------------------------------------
AARP High Quality Money Fund                          Current income and stability
                                                      of principal

- --------------------------------------------------------------------------------------
AARP High Quality Tax Free Money Fund                 Current income free from
                                                      federal income taxes and
                                                      stability and safety of
                                                      principal
- --------------------------------------------------------------------------------------
INCOME FUNDS
- --------------------------------------------------------------------------------------
AARP High Quality Short Term Bond Fund                High current income

- --------------------------------------------------------------------------------------
AARP GNMA and U.S. Treasury Fund                      High current income

- --------------------------------------------------------------------------------------
AARP                                                  Insured Tax Free General
                                                      Bond Fund High current
                                                      income free from federal
                                                      income taxes

- --------------------------------------------------------------------------------------
AARP Bond Fund for Income                             High current income

- --------------------------------------------------------------------------------------
GROWTH AND INCOME FUNDS

- --------------------------------------------------------------------------------------
AARP Balanced Stock and Bond Fund                     Long-term capital growth and
                                                      income

- --------------------------------------------------------------------------------------
AARP Growth and Income Fund                           Long-term capital growth and
                                                      income

- --------------------------------------------------------------------------------------
AARP U.S. Stock Index Fund                            Long-term capital growth and
                                                      income

- --------------------------------------------------------------------------------------
GROWTH FUNDS
- --------------------------------------------------------------------------------------
AARP Capital Growth Fund                              Long-term capital growth

- --------------------------------------------------------------------------------------
AARP Small Company Stock Fund                         Long-term capital growth

- --------------------------------------------------------------------------------------
INTERNATIONAL FUNDS
- --------------------------------------------------------------------------------------
AARP Global Growth Fund                               Long-term capital growth

- --------------------------------------------------------------------------------------
AARP International Growth and Income Fund             Long-term capital growth and
                                                      income

- --------------------------------------------------------------------------------------
MANAGED INVESTMENT PORTFOLIOS
- --------------------------------------------------------------------------------------
AARP Diversified Income with Growth Portfolio         Current income with modest
                                                      long-term appreciation

- --------------------------------------------------------------------------------------
AARP Diversified Growth Portfolio                     Long-term capital growth

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

*   Each Fund's investment objective and investments are described in more
    detail in the section entitled "Objectives and Policies." (See Table of
    Contents for the page number for each Fund.)


                                   PROSPECTUS
                                       4
<PAGE>

MUTUAL FUNDS FROM SCUDDER

- --------------------------------------------------------------------------------
YOUR EXPECTED   INVESTS
TIME HORIZON    PRIMARILY IN
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 year +         Money market securities

- --------------------------------------------------------------------------------
1 year +         Federally tax-exempt high quality, short-term municipal
                 securities

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

- --------------------------------------------------------------------------------
3 years +        High-quality short-term U.S. Government, corporate and other
                 fixed-income securities
- --------------------------------------------------------------------------------
3 years +        High-quality GNMA securities and U.S. Treasury bills, notes
                 and bonds
- --------------------------------------------------------------------------------
3 years +        High quality federally tax-exempt municipal securities that
                 are insured
- --------------------------------------------------------------------------------
3 years +        Short-, medium-, and long-term investment grade debt
                 securities

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

- --------------------------------------------------------------------------------
3-5 years +      Mix of dividend-paying stocks, high-quality bonds and cash

                 reserves

- --------------------------------------------------------------------------------
5 years +        Dividend-paying stocks and fixed-income securities
                 convertible into common stocks

- --------------------------------------------------------------------------------
5 years +        Stocks of S&P 500 companies

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

- --------------------------------------------------------------------------------
5 years +        Stocks and convertible securities
- --------------------------------------------------------------------------------
5 years +        Stocks of small U.S. companies
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
5 years +        Stocks of established companies in a variety of developed
                 international markets
- --------------------------------------------------------------------------------

   
5 years +        Dividend-paying stocks of established companies in developed
                 non-U.S. markets and in foreign convertible securities
    

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

- --------------------------------------------------------------------------------
3-5 years +      Managed Portfolio of AARP Stock and Bond Mutual Funds with an
                 emphasis on bond funds

- --------------------------------------------------------------------------------
5 years +        Managed Portfolio of AARP Stock and Bond Mutual Funds with an
                 emphasis on stock funds
- --------------------------------------------------------------------------------

None of the AARP Mutual Funds invest in securities issued by tobacco-producing
companies. Purchasing, exchanging and redeeming information is described in more
detail later in this prospectus.


                                   PROSPECTUS
                                       5
<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

Annual Fund Operating Expenses

   
There are Annual Fund Operating Expenses for each of the AARP Mutual Funds, but
you do not pay these expenses directly. The AARP Mutual Funds pay these expenses
before distributing net investment income to you. These expenses include the
management fee paid to Scudder Kemper Investments, Inc., (the Fund Manager) and
other expenses for services, such as maintaining shareholder records and
furnishing shareholder statements and fund reports. The expenses are reflected
in the AARP Mutual 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. Use these tables to compare the fees and expenses of
the AARP Mutual Funds with other mutual funds.


                                   PROSPECTUS
                                       6
<PAGE>

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

   
The following table shows the expenses for each AARP Fund for the fiscal year
ended September 30, 1997, except for the AARP Bond Fund for Income, the AARP
U.S. Stock Index Fund, the AARP International Growth and Income Fund, and the
AARP Small Company Stock Fund, which were introduced on February 1, 1997. For
these four Funds, expenses have been estimated.
    

                                         Annual Fund Operating Expenses
                              --------------------------------------------------
                                 Effective
                                 Management         Other            Total
            Fund                Fee Rate(%)*     Expenses(%)      Expenses(%)
AARP High Quality Money
   Fund                              0.39             0.52             0.91
AARP High Quality Tax Free
   Money Fund                        0.39             0.46             0.85
AARP High Quality Short
   Term Bond Fund                    0.48             0.45             0.93
AARP GNMA and U.S.
   Treasury Fund                     0.41             0.24             0.65
AARP Insured Tax Free
   General Bond Fund                 0.48             0.18             0.66
AARP Bond for Income (1)             0.00**           0.25**           0.25**
AARP Balanced Stock and
   Bond Fund                         0.48             0.43             0.91
AARP Growth and Income
   Fund                              0.48             0.23             0.71
AARP U.S. Stock Index
   Fund (1)                          0.00***          0.50***          0.50***
AARP Capital Growth Fund             0.61             0.31             0.92
AARP Small Company Stock
   Fund (1)                          0.35+            1.40+            1.75+
AARP Global Growth
   Fund (2)                          0.84             0.98             1.82
AARP International Growth
   and Income Fund (1)               0.00++           1.75++           1.75++

(1)  Estimated for first year of operations

   
(2)  Until January 31, 1998, the Fund Manager waived a portion of its management
     fee and reimbursed a portion of other expenses for AARP Global Growth Fund
     to the extent necessary so that the total annualized expenses of the Fund
     did not exceed 1.75% of average daily net assets. The above table shows
     what the fees and expenses of the Fund would have been during the year
     ended September 30, 1997 if expense maintenance had not been in effect.

*    The AARP Mutual 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 Mutual 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.

**   The AARP Bond Fund for Income was introduced on February 1, 1997. Fund
     expenses are projected. Until July 31, 1998, the Fund Manager has agreed to
     waive all or a portion of its management fee and other expenses for AARP
     Bond Fund for Income to the extent necessary
    


                                   PROSPECTUS
                                       7
<PAGE>

   
     so that the total annualized expenses of the Fund do not exceed 0.25% of
     average daily net assets. If the Fund Manager had not agreed to waive its
     fee and reimburse expenses, it is estimated that the total annualized
     expenses of the Fund would be: investment management fee 0.55%, other
     expenses 0.73% and total operating expenses 1.28% for the initial year.

***  The AARP U.S. Stock Index Fund was introduced on February 1, 1997. Fund
     expenses are projected. Until July 31, 1998, the Fund Manager has agreed to
     waive all or a portion of its management fee and other expenses for AARP
     U.S. Stock Index Fund to the extent necessary so that the total annualized
     expenses of the Fund do not exceed 0.50% 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
     0.29%, other expenses 1.60% and total operating expenses 1.89% for the
     initial year.

+    The AARP Small Company Stock Fund was introduced on February 1, 1997. Fund
     expenses are projected. Until July 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 and reimburse a portion of other
     expenses, it is estimated that the total annualized expenses of the Fund
     would be: investment management fee 0.82%, other expenses 1.40% and total
     operating expenses 2.22% for the initial year.

++   The AARP International Growth and Income Fund was introduced on February 1,
     1997. Fund expenses are projected. Until July 31, 1998, the Fund Manager
     has agreed to waive all or a portion of its management fee and other
     expenses for AARP International Growth and Income 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 0.84%, other expenses 2.37% and
     total operating expenses 3.21% for the initial year.

                                        Effective
                                       Management       Other           Total
     Managed Investment Portfolios     Fee Rate(%)   Expenses(%)    Expenses(%)*
     -----------------------------     -----------   -----------    ------------
     AARP Diversified Income with
     Growth Portfolio                    0%            0%             0%
     AARP Diversified Growth
     Portfolio                           0%            0%             0%

*    The 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 the previous page 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 ratio borne by the AARP Diversified Income
     With Growth Portfolio is expected to be 0.30% to 1.29%, and 0.40% to 1.64%
     for the AARP Diversified Growth Portfolio. A range is provided since the
     average assets of each Portfolio invested in each of the underlying AARP
     Mutual 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 on the next page.
    

                                   PROSPECTUS
                                       8
<PAGE>

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

   
Based on the level of assets as of September 30, 1997 (and projected first year
of operation for the AARP Bond Fund for Income, the AARP U.S. Stock Index Fund,
the AARP International Growth and Income 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 a 5% annual
return. It has also been assumed that redemptions occur at the end of each
period, that all dividends and distributions are reinvested, and that total fund
operating expenses remain the same each year.
    

                 Fund                       1 Year   3 Years   5 Years  10 Years
AARP High Quality Money Fund                 $9.00    $29.00    $50.00   $112.00
AARP High Quality Tax Free
   Money Fund                                $9.00    $27.00    $47.00   $105.00
AARP High Quality Short Term
   Bond Fund                                 $9.00    $30.00    $51.00   $114.00
AARP GNMA and U.S. Treasury
Fund                                         $7.00    $21.00    $36.00    $81.00
AARP Insured Tax Free
   General Bond Fund                         $7.00    $21.00    $37.00    $82.00
AARP Bond Fund for Income                    $3.00     $8.00       N/A       N/A
AARP Balanced Stock and
   Bond Fund                                 $9.00    $29.00    $50.00   $112.00
AARP Growth and Income Fund                  $7.00    $23.00    $40.00    $88.00
AARP U.S. Stock Index Fund                   $5.00    $16.00       N/A       N/A
AARP Capital Growth Fund                     $9.00    $29.00    $51.00   $113.00
AARP Small Company Stock
   Fund                                     $18.00    $55.00       N/A       N/A
AARP Global Growth Fund                     $18.00    $57.00    $99.00   $214.00
AARP International Growth and
   Income Fund                              $18.00    $55.00       N/A       N/A
AARP Diversified Growth
   Portfolio                                $10.00    $32.00       N/A       N/A
AARP Diversified Income With
   Growth Portfolio                          $8.00    $26.00       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.

   
For more information, including reference to a $5.00 wire service fee that is
charged in some cases, please see "Opening an AARP Mutual Fund Account."
    


                                   PROSPECTUS
                                       9
<PAGE>

FINANCIAL HIGHLIGHTS
================================================================================

On the next eleven pages, you will find information about the income and
expenses of each AARP Fund. 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 Mutual Funds' independent
accountants, has examined this information. The Annual Report to Shareholders
includes their report on the Funds' most recent five years. To request a free
copy of the most recent Annual Report to Shareholders, which includes more
detailed information concerning the Funds' performance, complete portfolio
listings and audited financial statements, call us at 1-800-253-2277.

<TABLE>
<CAPTION>
                                      AARP High Quality Money Fund For the Years Ended September 30
                                      -------------------------------------------------------------
                       1997     1996     1995     1994     1993     1992        1991     1990     1989     1988
                       ----     ----     ----     ----     ----     ----        ----     ----     ----     ----
<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 ..........    .046     .045     .049     .028     .021     .040        .060     .073     .080     .060
Distributions
  from Net
  Investment
  Income ..........   (.046)   (.045)   (.049)   (.028)   (.021)   (.040)(a)   (.060)   (.073)   (.080)   (.060)
                     ------------------------------------------------------------------------------------------
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   $1.000
                     ------------------------------------------------------------------------------------------
Total Return %
  (b) .............    4.72     4.62     4.99     2.84     2.13     4.12        6.22     7.58     8.32     6.15
Net Assets End
  of Period
  ($ millions) ....     471      412      384      333      254      323         357      376      324      224
Ratio of
  Operating
  Expenses to
  Average Net
  Assets % ........     .91     .963     .978    1.125    1.312    1.151       1.053    1.058    1.071    1.097(c)
Ratio of
  Operating
  Expenses
  Before
  Expense
  Reductions
  to Average
  Net Assets % ....     .91     .963     .978    1.125    1.312    1.190       1.132    1.169    1.181    1.178
Ratio of Net
  Investment
  Income to
  Average Net
  Assets % ........    4.63     4.54     4.89     2.89     2.12     3.61        6.05     7.32     8.06     6.03
</TABLE>

(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.
(c)  Reflects fees not imposed by the Fund Manager of $.001 per share.


                                   PROSPECTUS
                                       10
<PAGE>

<TABLE>
<CAPTION>
                              AARP High Quality Tax Free Money Fund For the Years Ended September 30
                              ----------------------------------------------------------------------
                       1997     1996     1995     1994     1993     1992     1991(b)  1990     1989     1988
                       ----     ----     ----     ----     ----     ----     ----     ----     ----     ----
<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    $.996    $.998   $1.008    $.998
                    ----------------------------------------------------------------------------------------
Net Investment
  Income ..........    .028     .028     .029     .017     .016     .026     .055     .061     .059     .055
Net Realized &
  Unrealized
  Investment
  Gain (Loss) .....      --       --       --       --       --       --     .004    (.002)   (.010)    .010
                    ----------------------------------------------------------------------------------------
Total from
  Investment
  Operations ......    .028     .028     .029     .017     .016     .026     .059     .059     .049     .065
                    ----------------------------------------------------------------------------------------
Distributions
  from Net
  Investment
  Income ..........   (.028)   (.028)   (.029)   (.017)   (.016)   (.026)   (.055)   (.061)   (.059)   (.055)
                    ----------------------------------------------------------------------------------------
Total
  Distributions ...   (.028)   (.028)   (.029)   (.017)   (.016)   (.026)   (.055)   (.061)   (.059)   (.055)
                    ----------------------------------------------------------------------------------------
Net Asset Value
  at End of
  Period ..........  $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000    $.996    $.998   $1.008
                    ----------------------------------------------------------------------------------------
Total Return % ....    2.80     2.80     2.99     1.76(a)  1.62(a)  2.58     6.10     6.02     4.98     6.65
Net Assets End
  of  Period
  ($ millions) ....     103      111      120      129      134      127      119       98       90       79
Ratio of
  Operating
  Expenses Net
  to Average
  Net Assets % ....     .85      .85      .87      .90      .93      .95     1.06     1.12     1.17     1.27
Ratio of
  Operating
  Expenses
  Before
  Expense
  Reductions to
  Average Net
  Assets % ........     .85      .85      .87      .91     1.15     1.13     1.13     1.12     1.17     1.30
Ratio of Net
  Investment
  Income to
  Average Net
  Assets % ........    2.76     2.77     2.94     1.75     1.60     2.54     5.43     6.06     5.85     5.47
Portfolio
  Turnover
  Rate % ..........      --       --       --       --       --       --       --    39.88    21.28    62.73
</TABLE>

(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.


                                   PROSPECTUS
                                       11
<PAGE>

<TABLE>
<CAPTION>
                                 AARP GNMA and U.S. Treasury Fund For the Years Ended September 30
                                 -----------------------------------------------------------------
                       1997     1996     1995     1994     1993     1992     1991     1990     1989     1988
                       ----     ----     ----     ----     ----     ----     ----     ----     ----     ----
<S>                  <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>   
Net Asset
  Value at
  Beginning
  of Period .......  $14.91   $15.19   $14.73   $15.96   $16.19   $15.72   $14.95   $14.98   $15.11   $14.89
                    ----------------------------------------------------------------------------------------
Net
  Investment
  Income ..........     .98      .99     1.01      .93     1.15     1.22     1.26     1.31     1.31     1.37
Net Realized
  & Unrealized
  Investment
  Gain (Loss) .....     .25     (.28)     .46    (1.23)    (.23)     .47      .77     (.03)    (.13)     .22
                    ----------------------------------------------------------------------------------------
Total from
  Investment
  Operations ......    1.23      .71     1.47     (.30)     .92     1.69     2.03     1.28     1.18     1.59
                    ----------------------------------------------------------------------------------------
Distributions
  from Net
  Investment
  Income ..........    (.98)    (.99)    (.98)    (.93)   (1.15)   (1.22)   (1.26)   (1.31)   (1.31)   (1.37)
Distributions
  from
  Capital .........      --       --     (.03)      --       --       --       --       --       --       --
                    ----------------------------------------------------------------------------------------
Total
  Distributions ...    (.98)    (.99)   (1.01)    (.93)   (1.15)   (1.22)   (1.26)   (1.31)   (1.31)   (1.37)
                    ----------------------------------------------------------------------------------------
Net Asset
  Value at
  End of
  Period ..........  $15.16   $14.91   $15.19   $14.73   $15.96   $16.19   $15.72   $14.95   $14.98   $15.11
                    ----------------------------------------------------------------------------------------
Total
  Return % ........    8.49     4.79    10.31    (1.90)    5.89    11.19    14.12     8.86     8.17    11.07
Net Assets
  End of
  Period
  ($ millions) ....   4,584    4,904    5,252    5,585    6,712    5,232    3,311    2,583    2,518    2,837
Ratio of
  Operating
  Expenses
  to Average
  Net Assets % ....     .65      .64      .67      .66      .70      .72      .74      .79      .79      .81
Ratio of Net
  Investment
  Income to
  Average
  Net Assets % ....    6.51     6.55     6.77     6.09     7.15     7.69     8.23     8.71     8.76     9.09
Portfolio
  Turnover
  Rate % ..........   86.76    83.44    70.35   114.54   105.49    74.33    86.64    60.54    48.35    84.72
</TABLE>


                                   PROSPECTUS
                                       12
<PAGE>

<TABLE>
<CAPTION>
                             AARP Insured Tax Free General Bond Fund For the Years Ended September 30
                             ------------------------------------------------------------------------
                       1997     1996     1995     1994     1993     1992      1991     1990     1989     1988
                       ----     ----     ----     ----     ----     ----      ----     ----     ----     ----
<S>                  <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>   
Net Asset
  Value at
  Beginning of
  Period ..........  $15.82   $16.01   $15.05   $17.19   $16.44   $15.71    $14.63   $15.04   $14.80   $14.45
                    -----------------------------------------------------------------------------------------
Net Investment
  Income ..........     .93      .92      .94      .85      .93     1.03      1.10     1.17     1.23     1.27
Net Realized &
  Unrealized
  Investment
  Gain (Loss) .....     .31     (.19)     .95    (1.76)     .93      .73      1.08     (.41)     .24      .46
                    -----------------------------------------------------------------------------------------
Total from
  Investment
  Operations ......    1.24      .73     1.89     (.91)    1.86     1.76      2.18      .76     1.47     1.73
                    -----------------------------------------------------------------------------------------
Distributions
  from Net
  Investment
  Income ..........    (.93)    (.92)    (.93)    (.85)    (.93)   (1.03)    (1.10)   (1.17)   (1.23)   (1.27)
Distributions
  from Net
  Realized
  Gains ...........      --       --       --       --     (.18)      --        --       --       --     (.05)
Distributions
  from Capital ....      --       --       --       --       --       --        --       --       --     (.06)
Distributions
  in Excess of
  Net Realized
  Gains ...........      --       --       --     (.38)      --       --        --       --       --       --
                    -----------------------------------------------------------------------------------------
Total
  Distributions ...    (.93)    (.92)    (.93)   (1.23)   (1.11)   (1.03)    (1.10)   (1.17)   (1.23)   (1.38)
                    -----------------------------------------------------------------------------------------
Net Asset
  Value at End
  of Period .......  $16.13   $15.82   $16.01   $15.05   $17.19   $16.44    $15.71   $14.63   $15.04   $14.80
                    -----------------------------------------------------------------------------------------
Total Return %
  (a) .............    8.15     4.59    12.98    (5.55)   11.88    11.56     15.44     5.21    10.38    12.38
Net Assets End
  of Period
  ($ millions) ....     455      512      533      568      604      384       201      151      129      123
Ratio of
  Operating
  Expenses to
  Average Net
  Assets % ........     .93      .91      .95      .95     1.01     1.13      1.17     1.14     1.16     1.17

Ratio of
  Operating
  Expenses
  Before
  Expense
  Reductions
  to Average
  Net Assets % ....    5.84      .91      .95      .95     1.01     1.13      1.17     1.20     1.21     1.20

Ratio of Net
  Investment
  Income to
  Average Net
  Assets % ........    5.84     5.76     6.13     5.31     5.64     6.40      7.26     7.86     8.33     8.55

Portfolio
  Turnover
  Rate % ..........   83.26   169.96   201.07    63.75   100.98    63.00     90.43    47.39    57.69    23.57
</TABLE>

*    The Fund changed its name from AARP High Quality Bond Fund on February 1,
     1998.


                                   PROSPECTUS
                                       13
<PAGE>

<TABLE>
<CAPTION>

                    AARP Insured Tax Free General Bond Fund For the Years Ended September 30
                    ------------------------------------------------------------------------
                       1997     1996     1995     1994     1993     1992     1991     1990     1989     1988
                       ----     ----     ----     ----     ----     ----     ----     ----     ----     ----
<S>                  <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>   
Net Asset Value     
 at Beginning of    
 Period ...........  $17.90   $17.74   $16.93   $19.00   $17.88   $17.30   $16.12   $16.61   $16.02   $15.00
                     ---------------------------------------------------------------------------------------
Net Investment      
 Income ...........     .88      .87      .87      .86      .90      .93     1.00     1.04     1.08     1.08
Net Realized &      
 Unrealized         
 Investment Gain    
 (Loss) ...........     .61      .16      .81    (1.67)    1.55      .75     1.18     (.24)     .59     1.02
                     ---------------------------------------------------------------------------------------
Total from          
 Investment         
 Operations .......    1.49     1.03     1.68     (.81)    2.45     1.68     2.18      .80     1.67     2.10
                     ---------------------------------------------------------------------------------------
Distributions       
 from Net           
 Investment         
 Income ...........    (.88)    (.87)    (.87)    (.86)    (.90)    (.93)   (1.00)   (1.04)   (1.08)   (1.08)
Distributions of    
 Net Realized       
 Gains ............    (.09)      --       --     (.34)    (.43)    (.17)      --     (.25)
Distributions in    
 Excess of Net      
 Realized Gains....      --       --       --     (.06)      --
                     ---------------------------------------------------------------------------------------
Total               
 Distributions ....    (.97)    (.87)    (.87)   (1.26)   (1.33)   (1.10)   (1.00)   (1.29)   (1.08)   (1.08)
                     ---------------------------------------------------------------------------------------
Net Asset Value     
 at End of Period..  $18.42   $17.90   $17.74   $16.93   $19.00   $17.88   $17.30   $16.12   $16.61   $16.02
                     ---------------------------------------------------------------------------------------
Total Return % ....    8.57     5.88    10.21    (4.48)   14.31    10.01    13.85     4.89    10.66    14.39
Net Assets End      
 of Period          
 ($ millions) .....   1,712    1,755    1,807    1,914    2,087    1,487    1,068      771      527      312
Ratio of            
 Operating          
 Expenses to        
 Average Net        
 Assets % .........     .66      .66      .69      .68      .72      .74      .77      .80      .84      .92
Ratio of Net        
 Investment         
 Income to          
 Average Net        
 Assets % .........    4.87     4.83     5.06     4.80     4.90     5.31     5.92     6.29     6.52     6.95
Portfolio           
 Turnover Rate %...    7.61    18.69    17.45    38.39    47.96    62.45    32.18    48.24   148.94   163.51
</TABLE>

                                   Prospectus
                                       14
<PAGE>

                           AARP Bond Fund For Income
                           -------------------------
                                                               For the period
                                                               February 1, 1997
                                                                (commencement
                                                                     of
                                                               operations) to
                                                              September 30,1997
                                                              -----------------
Net Asset Value at Beginning of Period .............................. $15.00
                                                                      ------
Net Investment Income ...............................................    .69
Net Realized & Unrealized Investment Gain (Loss) ....................    .20
                                                                      ------
Total from Investment Operations ....................................    .89
                                                                      ------
Distribution from Net Investment Income .............................   (.69)
                                                                      ------
Net Asset Value at End of Period .................................... $15.20
                                                                      ------
Total Return % (a) ..................................................   6.06 (b)
Net Assets End of Period ($ millions) ...............................     58
Ratio of Operating Expenses Net to Average Net Assets % .............     -- (c)
Ratio of Operating Expenses to Average Net Assets Before
 Expense Reductions % ...............................................   1.53 (c)
Ratio of Net Investment Income to Average Net Assets % ..............   7.03 (c)
Portfolio Turnover Rate % ...........................................  13.69 (c)

(a)   Total return would have been lower had certain expenses not been reduced.
(b)   Not Annualized.
(c)   Annualized.

<TABLE>
<CAPTION>
          AARP Balanced Stock and Bond Fund For the Years Ended September 30
          ------------------------------------------------------------------
                                                1997(a)        1996       1995      1994(b)
                                               --------      --------   --------   --------
<S>                                              <C>           <C>        <C>        <C>   
Net Asset Value at Beginning of Period ......    $17.63        $16.40     $14.64     $15.00
                                               ----------------------------------------------
Net Investment Income .......................       .72           .66        .61        .25
Net Realized & Unrealized Investment Gain
 Loss) ......................................      3.98          1.44       1.79       (.37)(c)
                                               ----------------------------------------------
Total from Investment Operations ............      4.70          2.10       2.40       (.12)
                                               ----------------------------------------------
Distributions from Net Investment Income ....      (.72)         (.66)      (.60)      (.24)
Distributions from Net Realized Gains .......      (.21)         (.21)      (.04)        --
Total Distributions .........................      (.93)         (.87)      (.64)      (.24)
                                               ----------------------------------------------
Net Asset Value at End of Period ............    $21.40        $17.63     $16.40     $14.64
                                               ----------------------------------------------
Total Return % ..............................     27.34         13.08      16.80       (.78)(e)
Net Assets End of Period ($ millions) .......       638           403        247        175
Ratio of Operating Expenses to Average Net
 Assets % ...................................       .91           .88       1.01       1.31(f)

Ratio of Net Investment Income to Average Net
 Assets %
Portfolio Turnover Rate % ...................     26.79         35.22      63.77      49.32(f)
Average Commission Rate Paid (d) ............    $.0547        $.0549         --         --
</TABLE>

(a)   Based on monthly average shares outstanding during the period.
(b)   For the period February 1, 1994, commencement of operations, through
      September 30, 1994.
(c)   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.
(d)   Average commission rate paid per share of common and preferred stocks is
      calculated for fiscal years beginning on or after October 1, 1995.
(e)   Not annualized.
(f)   Annualized.


                                   Prospectus
                                       15
<PAGE>

<TABLE>
<CAPTION>
                           AARP Growth and Income Fund For the Years Ended September 30
                           ------------------------------------------------------------
                      1997(a)     1996     1995     1994     1993     1992     1991     1990     1989     1988
                      ------      ----     ----     ----     ----     ----     ----     ----     ----     ----
<S>                 <C>         <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>   
Net Asset
 Value at
 Beginning of
 Period ..........  $43.94      $38.36   $34.13   $32.91   $28.67   $26.97   $22.30   $26.11   $20.94   $25.54
                   -------------------------------------------------------------------------------------------
Net
 Investment
 Income ..........    1.19        1.17     1.11      .94      .83      .97     1.11     1.11     1.01     1.04
Net Realized
 & Unrealized
 Investment
 Gain (Loss) .....   16.00        6.40     5.44     1.62     4.58     2.11     4.78    (3.69)    5.20    (3.93)
                   -------------------------------------------------------------------------------------------
Total from
 Investment
 Operations ......   17.19        7.57     6.55     2.56     5.41     3.08     5.89    (2.58)    6.21    (2.89)
                   -------------------------------------------------------------------------------------------
Distributions
 from Net
 Investment
 Income ..........   (1.19)      (1.15)   (1.09)   (1.13)    (.87)    (.90)   (1.17)   (1.15)   (1.04)    (.94)
Distributions
 from Net
 Realized
 Gains ...........   (1.72)       (.84)   (1.23)    (.21)    (.30)    (.48)    (.05)    (.08)      --     (.77)
                   -------------------------------------------------------------------------------------------
Total
 Distributions ...   (2.91)      (1.99)   (2.32)   (1.34)   (1.17)   (1.38)   (1.22)   (1.23)   (1.04)   (1.71)
                   -------------------------------------------------------------------------------------------
Net Asset
 Value at End
 of Period .......  $58.22      $43.94   $38.36   $34.13   $32.91   $28.67   $26.97   $22.30   $26.11   $20.94
                   -------------------------------------------------------------------------------------------
Total Return
 % ...............   40.70       20.20    20.43     7.99    19.38    11.59    27.19   (10.19)   30.58   (10.75)
Net Assets
 End of
 Period
 ($ millions) ....   6,606       4,219    3,007    2,312    1,560      748      392      248      236      228
Ratio of
 Operating
 Expenses to
 Average Net
 Assets % ........     .71         .69      .72      .76      .84      .91      .96     1.03     1.04     1.06
Ratio of
 Operating
 Expense
 Before
 Expense
 Reductions
 to Average
 Net
 Assets % ........     .71         .69      .72      .76      .84      .91      .96     1.03     1.04     1.06
Ratio of Net
 Investment
 Income to
 Average Net
 Assets % ........    2.38        2.94     3.28     3.00     3.08     3.84     4.61     4.76     4.19     4.52
Portfolio
 Turnover
 Rate % ..........    33.4       25.02    31.26    31.82    17.44    36.40    53.68    58.47    55.21    61.34
Average
 Commission
 Paid Rate (b) ...  $.0619      $.0542       --       --       --       --       --       --       --       --
</TABLE>

(a)   Based on monthly average shares outstanding during the period.
(b)   Average commission rate paid per share of common and preferred stocks is
      calculated for fiscal years beginning on or after September 1, 1995.


                                   Prospectus
                                       16
<PAGE>

                           AARP U.S. Stock Index Fund
                           --------------------------
                                                              For the period
                                                             February 1, 1997
                                                             (commencement of
                                                              operations) to
                                                           September 30, 1997(d)
                                                           ---------------------
Net Asset Value at Beginning of Period ......................      $15.00
                                                                   ------
Net Investment Income .......................................         .20
Net Realized & Unrealized Investment Gain (Loss) ............        2.97
                                                                     ----
Total from Investment Operations ............................        3.17
                                                                     ----
Distributions from Net Investment Income ....................        (.18)
                                                                    -----
Net Asset Value at End of Period ............................      $17.99
                                                                   ------
Total Return % (a) ..........................................       21.22(b)
Net Assets End of Period ($ millions) .......................          38
Ratio of Operating Expenses Net to Average Net Assets % .....         .50(c)
Ratio of Operating Expenses to Average Net Assets Before         
 Expense Reductions% ........................................        2.38(c)
Ratio of Net Investment Income to Average Net Assets % ......        1.94(c) 
Portfolio Turnover Rate % ...................................       14.52(c) 
Average Commission Rate Paid ................................      $.0288 

(a)   Total return would have been lower had certain expenses not been reduced.
(b)   Not Annualized.
(c)   Annualized.
(d)   Based on monthly average shares outstanding during the period.

                   AARP International Growth and Income Fund*

                                                              For the period
                                                             February 1, 1997
                                                             (commencement of
                                                              operations) to
                                                            September 30, 1997
                                                            ------------------
Net Asset Value at Beginning of Period ........................   $15.00
                                                                  ------
Net Investment Income .........................................      .23
Net Realized & Unrealized Investment Gain (Loss) ..............     2.13
                                                                    ----
Total from Investment Operations ..............................     2.36
                                                                    ----
Net Asset Value at End of Period ..............................   $17.36
                                                                  ------
Total Return % (a) ............................................    15.73(b)
Net Assets End of Period ($ millions) .........................       20
Ratio of Operating Expenses Net to Average Net Assets % .......     1.75(c)
Ratio of Operating Expenses to Average Net Assets Before            
 Expense Reductions % .........................................     4.28(c)
Ratio of Net Investment Income to Average Net Assets % ........     2.35(c) 
Portfolio Turnover Rate % .....................................    50.73(c) 
Average Commission Rate Paid ..................................   $.0309 

(a)   Total return would have been lower had certain expenses not been reduced.
(b)   Not Annualized.
(c)   Annualized.
*     The Fund changed its name from AARP International Stock Fund on February
      1, 1998.


                                   Prospectus
                                       17
<PAGE>

<TABLE>
<CAPTION>
                          AARP Capital Growth Fund For the Years Ended September 30
                          ---------------------------------------------------------
                      1997(a)     1996     1995     1994     1993     1992     1991     1990     1989     1988
                      -------     ----     ----     ----     ----     ----     ----     ----     ----     ----
<S>                 <C>         <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>   
Net Asset
 Value at
 Beginning of
 Period ..........  $43.47      $38.36   $31.74   $36.20   $30.30   $30.23   $23.32   $34.17   $23.88   $27.55
                   -------------------------------------------------------------------------------------------
Net
 Investment
 Income ..........     .34         .42      .36      .00      .06      .15      .24      .54(c)   .21      .10
Net Realized
 & Unrealized
 Investment
 Gain (Loss) .....   18.43        5.59     6.91    (1.51)    7.19     1.09     9.05    (9.27)   10.17    (1.97)
                   -------------------------------------------------------------------------------------------
Total from
 Investment
 Operations ......   18.77        6.01     7.27    (1.51)    7.25     1.24     9.29    (8.73)   10.38    (1.87)
                   -------------------------------------------------------------------------------------------
Distributions
 from Net
 Investment
 Income ..........    (.41)       (.39)    (.01)    (.05)    (.14)    (.23)    (.59)    (.19)    (.09)    (.15)
Distributions
 from Net
 Realized
 Gains ...........   (3.99)       (.51)    (.64)   (2.90)   (1.21)    (.94)   (1.79)   (1.93)      --    (1.65)
                   -------------------------------------------------------------------------------------------
Total
 Distributions ...   (4.40)       (.90)    (.65)   (2.95)   (1.35)   (1.17)   (2.38)   (2.12)    (.09)   (1.80)
                   -------------------------------------------------------------------------------------------
Net Asset
 Value at End
 of Period .......  $57.84      $43.47   $38.36   $31.74   $36.20   $30.30   $30.23   $23.32   $34.17   $23.88
                   -------------------------------------------------------------------------------------------
Total Return %
 (d) .............   46.72       15.97    23.47    (4.70)   24.53     3.94    42.81   (26.94)   43.62    (5.44)
Net Assets
 End of
 Period ($
 millions) .......   1,228         826      692      683      607      424      242      160      180       91
Ratio of
 Operating
 Expenses to
 Average Net
 Assets % ........     .92         .90      .95      .97     1.05     1.13     1.17     1.11     1.16     1.23
Ratio of
 Operating
 Expenses
 Before
 Expense
 Reductions
 to Average
 Net Assets % ....     .92         .90      .95      .97     1.05     1.13     1.17     1.14     1.16     1.40
Ratio of Net
 Investment
 Income to
 Average Net
 Assets % ........     .70        1.05     1.00      .02      .22      .61      .90     2.00      .89      .37
Portfolio
 Turnover
 Rate % ..........   39.04       64.84    98.44    79.65   100.63    89.20    99.62    83.28    63.51    45.37
Average
 Commission
 Rate Paid (b) ...  $.0576      $.0614       --       --       --       --       --       --       --       --
</TABLE>

(a)   Based on monthly average shares outstanding during the period.
(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)   Net investment income per share includes a non-recurring dividend
      amounting to $.18 per share.
(d)   Total returns would have been lower had certain expenses not been reduced.


                                   Prospectus
                                       18
<PAGE>

                          AARP Small Company Stock Fund
                          -----------------------------
                                                             For the period
                                                            February 1, 1997
                                                            (commencement of
                                                             operations) to
                                                           September 30, 1997(d)
                                                           ---------------------
Net Asset Value at Beginning of Period ........................    $15.00
                                                                   ------
Net Investment Income .........................................       .04
Net Realized & Unrealized Investment Gain (Loss) ..............      4.98
Total from Investment Operations ..............................      5.02
Net Asset Value at End of Period ..............................    $20.02
                                                                   ------
Total Return % (a) ............................................     33.53(b)
Net Assets End of Period ($ millions) .........................        50
Ratio of Operating Expenses Net to Average Net Assets % .......      1.75(c)
Ratio of Operating Expenses to Average Net Assets Before ......      2.79(c)
 Expense Reductions %
Ratio of Net Investment Income to Average Net Assets % ........      0.40(c) 
Portfolio Turnover Rate % .....................................      5.01(c)
Average Commission Rate Paid ..................................    $.0274

(a)   Total return would have been lower had certain expenses not been reduced.
(b)   Not Annualized.
(c)   Annualized.
(d)   Based on monthly average shares outstanding during the period.

<TABLE>
<CAPTION>
                           AARP Global Growth Fund
                           -----------------------                For the period   
                                                                 February 1, 1996  
                                                   Year Ended    (commencement of  
                                                 September 30,    operations) to   
                                                      1997       September 30, 1996
                                                      ----       ------------------
<S>                                                  <C>              <C>   
Net Asset Value at Beginning of Period ............  $15.49           $15.00
                                                     ------           ------
Net Investment Income .............................     .09              .06
Net Realized & Unrealized Investment Gain (Loss) ..    3.72              .43
                                                       ----              ---
Total from Investment Operations ..................    3.81              .49
                                                       ----              ---
Less distributions from Net Investment Income .....    (.06)              --
                                                       ----             ----
Net Asset Value at End of Period ..................  $19.24           $15.49
                                                     ------           ------
Total Return % (a) ................................   24.67             3.27(b)
Net Assets End of Period ($ millions) .............     148               78
Ratio of Operating Expenses Net to Average Net         
 Assets % .........................................    1.75             1.75(c)
Ratio of Operating Expenses to Average Net             
 Assets Before Expense Reductions % ...............    1.82             2.31(c)
Ratio of Net Investment Income to Average Net          
 Assets % .........................................    0.55             1.03(c)
Portfolio Turnover Rate % .........................   31.34            12.56(c) 
Average Commission Rate Paid ......................  $.0004           $.0150 
</TABLE>

(a)   Total return would have been lower had certain expenses not been reduced.
(b)   Not Annualized.
(c)   Annualized.


                                   Prospectus
                                       19
<PAGE>

                    AARP Diversified Income with Growth Portfolio*
                    ----------------------------------------------
                                                              For the period
                                                             February 1, 1997
                                                             (commencement of
                                                              operations) to
                                                           September 30, 1997
                                                           ---------------------

Net Asset Value at Beginning of Period .........................    $15.00 
                                                                    ------
Net Investment Income ..........................................       .43 
Net Realized & Unrealized Investment Gain (Loss) ...............       .96
                                                                    ------
Total from Investment Operations ...............................      1.39
                                                                    ------
Distributions from Net Investment Income .......................      (.43) 
                                                                    ------
Net Asset Value at End of Period ...............................    $15.96
                                                                    ------
Total Return % (a) .............................................      9.35(b)
Net Assets End of Period ($ millions) ..........................        43
Ratio of Operating Expenses to Average Net Assets % ............        --(d)
Ratio of Net Investment Income to Average Net Assets % .........      5.13(c)
Portfolio Turnover Rate % ......................................      5.57(c)

a)    If the Fund Manager had not maintained some of the underlying AARP Mutual
      Funds' expenses, the total return for this Fund would have been lower.
(b)   Not Annualized.
(c)   Annualized.
(d)   This Portfolio invests in other AARP Mutual Funds, and although the
      Portfolio did not incur any direct expenses for the period, the Portfolio
      did bear its share of the operating, administrative and advisory expenses
      of the Underlying AARP Mutual Funds.
   
*     The Fund changed its name from AARP Diversified Income Portfolio on
      February 1, 1998.
    

                           AARP Diversified Growth Portfolio
                                                              For the period
                                                             February 1, 1997
                                                             (commencement of
                                                              operations) to
                                                           September 30, 1997(e)
                                                           ---------------------

Net Asset Value at Beginning of Period .......................    $15.00
Net Investment Income ........................................       .34
Net Realized & Unrealized Investment Gain (Loss) .............      2.06
Total from Investment Operations .............................      2.40
Net Asset Value at End of Period .............................    $17.40 
Total Return % (a) ...........................................     16.00(b)
Net Assets End of Period ($ millions) ........................        62 
Ratio of Operating Expenses to Average Net Assets % ..........        --(d)
Ratio of Net Investment Income to Average Net Assets % .......      3.52(c)
Portfolio Turnover Rate % ....................................      7.67(c) 

(a)   If the Fund Manager had not maintained some of the underlying AARP Mutual
      Funds' expenses, the total return for this Fund would have been lower.
(b)   Not Annualized.
(c)   Annualized.
(d)   This Portfolio invests in other AARP Mutual Funds, and although the
      Portfolio did not incur any direct expenses for the period, the Portfolio
      did bear its share of the operating, administrative and advisory expenses
      of the Underlying AARP Mutual Funds.
(e)   Based on monthly average shares outstanding during the period. 


                                   Prospectus
                                       20
<PAGE>

A BRIEF OVERVIEW OF THE AARP INVESTMENT PROGRAM FROM SCUDDER
================================================================================

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 specially designed to provide members with
distinct investment choices and to be managed by an experienced investment
adviser. After comprehensive review of the capabilities of several investment
management firms, AARP selected Scudder, Stevens & Clark, Inc. (now Scudder
Kemper Investments, Inc., referred to throughout this Prospectus as "Scudder" or
"the Fund Manager") to develop and manage the Funds.

Who is Scudder Kemper Investments, Inc.?

Scudder Kemper Investments, Inc. is one of the largest and most experienced
worldwide investment management organizations. It was created following an
agreement in 1997 between Scudder, Stevens & Clark, Inc. and the Zurich Group, a
worldwide provider of financial services, to form an alliance. The firm manages
more than $210 billion in assets globally for mutual fund investors, retirement
and pension plans, institutional and corporate clients, insurance companies, and
private family and individual accounts. It is one of the largest mutual fund
sponsors in the U.S., offering no-load funds directly to investors and load
funds through various types of intermediaries. 

Scudder Kemper Investments, Inc. has a rich heritage of innovation, integrity
and client-focused service, combining two long-established and accomplished
investment firms: Scudder, Stevens & Clark, Inc., founded in 1919 as one of the
nation's first investment counsel organizations, and Zurich Kemper Investments,
Inc. (referred to throughout this Prospectus as "Zurich Kemper"), with 50 years
of mutual fund and investment management experience. Headquartered in the U.S.,
Scudder Kemper Investments, Inc. offers a full range of investment counsel and
asset management capabilities, based on a combination of proprietary research
and disciplined, long-term investment strategies. With its global investment
resources and perspective, the firm seeks investment opportunities in markets
throughout the world to meet the needs of its clients. 

Scudder Kemper Investments, Inc., the global asset management firm, represents
one of the four core businesses of the Zurich Group. The Zurich Group is an
internationally recognized leader in financial services, including
property/casualty insurance, life insurance, reinsurance, and asset management.

What impact does the alliance with the Zurich Group have on the AARP Investment
Program from Scudder?

The Program's longstanding commitment to risk-managed investment performance
offered through our no-load mutual funds remains. In fact, we 


                                   PROSPECTUS
                                       21
<PAGE>

expect that this new alliance should offer benefits to investors over time,
resulting from the Program's access to more resources--human and capital--to
better help the Program meet the investment needs of aging Americans. 

The roles of AARP and Scudder

The AARP Investment Program from Scudder is made available to investors in
accordance with specific criteria agreed to by AARP and Scudder. These criteria
include the following:

o     The offer of a specially-designed family of no-load funds, generally each
      of whose goals is to provide competitive returns but with less risk of
      loss to its portfolio than that of the similar mutual funds, measured by
      the frequency and amount total return fluctuates downward;

o     Easy access to the Program for all AARP Mutual Funds' shareholders;

o     The commitment to the highest quality of service in keeping with AARP's
      standards; and

o     The availability of a comprehensive selection of easy-to-understand
      publications on the "how-to's" of investing and planning for retirement
      and other important life events that affect the financial affairs of aging
      Americans.

Scudder Kemper Investments, Inc. and its affiliates provide investment
management and other services for the AARP Mutual Funds, bringing more than 75
years of investment management experience to the Program. AARP brings a wealth
of experience and knowledge about the needs of aging Americans. Association
staff monitor investment performance, service quality and Program communications
in keeping with the rigorous standards that are applied to the delivery of all
of its member services. Members of AARP's leadership also serve as Trustees for
the AARP Mutual Funds. 

SPECIAL FEATURES OF THE AARP INVESTMENT PROGRAM
================================================================================

The AARP Investment Program from Scudder was developed by Scudder and AARP to
help meet the investment needs of individual AARP members as they plan for and
live into their retirement years. A choice of 15 mutual funds is offered to
investors. An investor in the Program benefits from the following features:

o     No Sales Fees or Commissions: All AARP Mutual Funds are pure no-load,
      meaning that you won't pay any sales fees or commissions to purchase,
      exchange or sell (redeem) shares. In addition, none of these Funds charge
      a 12b-1 fee (a form of a sales charge that covers marketing and
      distribution expenses). The net result is that 100% of your investment
      goes to work for you.

o     No Fees to Open and Maintain an AARP IRA or AARP Keogh Plan Account: There
      are no separate fees to open or maintain a retirement plan account. This
      way, all of your money goes to work for your retirement.


                                   PROSPECTUS
                                       22
<PAGE>

o     Low Initial Investment: You can open an account with just $500 by
      investing in the AARP GNMA and U.S. Treasury Fund, AARP Balanced Stock and
      Bond Fund and the AARP Growth and Income Fund. The minimum initial
      investment for the other AARP Mutual Funds is just $2,000. You can open an
      AARP IRA or AARP UGMA/UTMA with an initial investment of just $250 per
      fund account.

o     Professional Investment Management by Scudder: Scudder brings over 75
      years of investment management experience to the AARP Mutual Funds.

o     Risk-Oriented Investment Management: The Program offers a choice of 15
      AARP Mutual Funds, generally each of whose goal is to seek to provide
      competitive returns but with less risk of loss to its portfolio than
      similar mutual funds, as measured by the frequency and amount by which
      total return fluctuates downward. Designed specially to meet the needs of
      aging Americans, we know of no other family of funds that includes a
      risk-oriented management mandate for all of its funds.

o     High Quality, Personal Service from AARP Mutual Fund Representatives:
      Helpful and knowledgeable service representatives are ready to answer your
      questions, execute your transactions, or help you to decide whether
      investing makes sense for you and which investments may be appropriate. To
      reach an AARP Mutual Fund Representative, call 1-800-253-2277 toll-free,
      Monday through Friday, from 8 a.m. to 8 p.m. eastern time.

o     Convenient Access to Your Investments: You can access your investments
      easily and for no charge by calling toll-free, or in writing. Your AARP
      Mutual Fund investments are not "locked in."

o     Informative Communications: The Program helps keep shareholders abreast of
      important topics that can affect their financial situation. Newsletters
      are published monthly and included with your account statement. They
      provide information about recent developments in the markets, important
      tax changes and other Program-specific information. Upon request, free
      educational guides are available on a variety of topics, such as planning
      for retirement, living in retirement, understanding IRA distributions, and
      more.

o     Help and Guidance at Important Times in Your Life: We are here to help you
      when you need to make important financial decisions as they relate to your
      savings and investments. For example, by taking advantage of the AARP Lump
      Sum Service, you can work with a representative who is specially trained
      to help you understand tax implications and your investment options. A
      representative can also assist you in working through the "red tape" that
      is sometimes involved with a lump sum distribution. Or you can simply call
      us for our free Guide on Receiving a Lump Sum Distribution.


                                   PROSPECTUS
                                       23
<PAGE>

o     Low Expenses: We strive to maintain expense ratios for the AARP Mutual
      Funds that are lower than the industry averages of the applicable asset
      categories.

You will also benefit from:

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.

Why do we emphasize risk-managed performance?

Individuals planning for and living into retirement have told us that while they
are interested in investments that provide competitive returns, they are as
interested in funds that will offer the potential of at least somewhat lower
risk--even if they are funds in higher risk categories, such as international
funds and small company funds.

We have therefore designed and manage all of the AARP Mutual Funds that have a
share price that fluctuates--including those in higher risk categories, such as
the AARP International Growth and Income Fund and the AARP Small Company Stock
Fund--to be managed with the potential for less risk of loss than similar funds
in their respective asset categories.

Why do we focus on the "downside risk" of loss to a fund's portfolio instead of
the volatility--up and down--of total return?

Most investors view risk as related to the chance of a loss and the likely size
of that loss. We therefore measure the extent to which each portfolio management
team has controlled risk by evaluating the frequency and amount by which each
fund's total return, which is capital change plus income, fluctuates
downward--absolutely and compared to similar funds.

Scudder has developed a proprietary performance measurement system by which the
portfolio managers and investors can evaluate the investment performance of the
AARP Mutual Funds compared to that of similar funds, not just as it relates to
total return but to the management of risk.

A Cautionary Note

While the AARP Mutual Funds are actively managed to reduce the potential for
"downside risk" to their portfolios, it is important to remember that your
principal can never be insured or guaranteed, and that the value of your
investment and your return will move up and down as market conditions change.
There is no assurance that Scudder will be successful in limiting downside risk
relative to comparable funds. For more complete details, read the "Objectives
and Policies" section.


                                   PROSPECTUS
                                       24
<PAGE>

Points to keep in mind as you consider investing in the AARP Mutual Funds:

Information about each AARP Fund is included in this Prospectus and focuses on
how the AARP Mutual Funds differ from each other as this relates to their
potential return and to their level of risk. Before investing, you should
determine your investment objectives and time horizons. If you need help with
this aspect of the decision-making process don't hesitate to call our Mutual
Fund Representatives. They know what questions you should ask yourself and what
factors you need to consider to determine your investment objective and expected
time horizon. The length of time you are committed to investing will have a
bearing on the types of investments that are most appropriate for you. If, for
example, you are in a position to commit your investment dollars for five years
or more, then funds that offer the potential for higher returns but greater
volatility may be well suited to your needs. If your time horizon is
shorter--say two or three years--then it may be appropriate for you to consider
funds that offer the potential of lower returns but with less volatility.

The following is a brief summary of the investment needs the AARP Mutual Funds
seek to meet. Your investment time horizon will have a bearing on which funds
are appropriate for you.

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

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

Consider the AARP High Quality Short Term Bond Fund, AARP GNMA and U.S. Treasury
Fund, AARP Bond Fund for Income, AARP Insured Tax Free General Bond Fund or the
AARP Diversified Income With Growth Portfolio. Remember that both the value of
shares and 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 current
income and potential appreciation in the value of shares. The AARP Diversified
Income With Growth Portfolio provides income on a quarterly basis; all of the
other funds listed above provide monthly income. While each of these Funds is
managed to seek competitive returns with less "downside risk" to its portfolio
compared to that of similar funds, 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. 


                                   PROSPECTUS
                                       25
<PAGE>

You should also be in a position to invest for the longer term (three to five
years or more for the AARP Diversified Income With Growth Portfolio, which
normally invests in both AARP Stock and Bond Funds, and three 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, AARP Growth and Income Fund,
AARP U.S. Stock Index Fund, AARP Global Growth Fund, AARP Capital Growth Fund,
AARP International Growth and Income Fund, AARP Small Company Stock Fund, and
the AARP Diversified Growth Portfolio. Remember that investments in stock mutual
funds involve greater risk and that the value of your shares will fluctuate
daily. The share price of these AARP Mutual Funds will tend to rise when the
stock markets rise, and decline when the stock markets decline. Investing in
these Funds offers the opportunity for gain through potential appreciation in
the value of your investment and from any income that the investment earns.
While each of these Funds is managed to seek competitive returns with less
"downside risk" to its portfolio compared to that of similar mutual funds, 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 three to five years or more for the AARP Balanced Stock and Bond
Fund and five years or more for the other equity funds listed above. 

How will my investment be managed?

The AARP Mutual Funds are managed to seek competitive returns with less risk of
loss ("downside risk") to their portfolios than that of comparable mutual funds.
Each AARP Mutual Fund is managed by a team of Scudder investment professionals
(Bankers Trust acts as subadviser to the Scudder U.S. Stock Index Fund).
Experienced portfolio managers develop investment strategies and select
securities for each AARP Fund's portfolio. The Scudder portfolio managers are
supported by an experienced staff of economists, research analysts, traders, and
other investment specialists who work in offices across the United States and
abroad. Scudder also maintains a large staff of independent researchers to
assist portfolio managers in assessing economic and industry trends and security
valuations as they make investment decisions. Generally speaking, Scudder
portfolio managers do not take a short-term approach to investing. Instead, they
seek to add value over the long term, carefully selecting investments they
believe have superior potential for achieving each Fund's objectives. None of
the AARP Mutual Funds invest in securities issued by tobacco-producing
companies.


                                   PROSPECTUS
                                       26
<PAGE>

OBJECTIVES AND POLICIES
================================================================================

The following pages provide detail on the objectives and policies of the AARP
Mutual Funds. Included for each Fund are: 

o     the Fund's objectives H examples of investment needs the Fund is designed
      to meet

o     a description of the types of securities in which the Fund can invest

o     a discussion of the Fund's potential risks

o     minimum investment requirements and the schedule of distributions; and

o     a review of the Fund's portfolio management team.

As with any investment, there is no guarantee that the AARP Mutual Funds will
successfully meet their investment objectives. Be sure to read the section
entitled "Other Investment Policies and Risk Factors."

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.


                                   PROSPECTUS
                                       27
<PAGE>

                             AARP MONEY MARKET FUNDS



                                   PROSPECTUS
                                       28
<PAGE>

AARP HIGH QUALITY MONEY FUND
================================================================================

Fund objective:

To provide current income. In doing so, the Fund seeks to maintain stability and
safety of principal and a constant net asset value of $1.00 per share while
offering liquidity. There may be circumstances under which this goal cannot be
achieved. The Fund also has an educational objective to help shareholders,
especially individuals planning for and living in retirement, make informed
investment decisions.

For whom is the Fund designed?

The AARP High Quality Money Fund is appropriate for investors with short-term
time horizons. It may also be appropriate for those who are not comfortable with
the risks of investing in stocks or bonds. Examples of types of investors for
whom the AARP High Quality Money Fund may be appropriate 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 the AARP IRA and the other
      retirement plans.

What does the Fund offer to investors?

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

What does the Fund invest in? 

The Fund invests in high-quality, short-term securities. These securities will
have remaining maturities of 397 calendar days or less, except for U.S.
Government securities, which may have maturities up to 762 calendar days. The
average dollar-weighted maturity of the Fund's investments is 90 days or less.
All of the securities purchased are U.S. dollar-denominated. The securities must
meet credit standards applied by the Fund Manager, following procedures
established by the Trustees. Amendments have been adopted to the federal rules
regulating quality, maturity and diversification requirements of money market
funds. Money market funds must comply with the revised rule by July 1, 1998. The
Fund intends to be in compliance with the amended requirements by that date.

The money market securities in which the Fund may invest include 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


                                   PROSPECTUS
                                       29
<PAGE>

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 and other synthetic 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 guarantee 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
Corporation (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 non-fundamental 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 of
$1.00 since it began in June 1985, there may be situations under which this goal
cannot be achieved. The level of income you receive will be affected by
movements up and down in short-term interest rates. By investing generally in
highest-quality securities, the Fund may offer less income than a money market
fund investing in other high-quality money market securities. See "Other
Investment Policies and Risk Factors."

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 involving a monthly
investment of at least $100 until your account reaches $2,000. You can open an
AARP IRA or an 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. 


                                   PROSPECTUS
                                       30
<PAGE>

Who at Scudder manages my investment? 

Lead Portfolio Manager Frank J. Rachwalski, Jr. assumed responsibility for
setting the Fund's investment strategy and for overseeing the Fund's day-to-day
management in January, 1998. Frank joined Zurich Kemper's Fixed Income
Department in 1973 as its Money Market Specialist. He has been responsible for
the trading and portfolio management of Zurich Kemper's money market fund since
its initial offering in 1974. John W. Stuebe, Portfolio Manager, joined Zurich
Kemper in 1979 as a Fixed Income Trader for Money Market Securities. He is
currently a Specialist and Trader for the Fund Manager's taxable, non-government
money market funds.

AARP HIGH QUALITY TAX FREE MONEY FUND

Fund objective:

To provide current income free from federal income taxes. In doing so, the Fund
seeks to maintain stability and safety of principal and a constant net asset
value of $1.00 per share while offering liquidity. The Fund also has an
educational objective to help shareholders, especially individuals planning for
and living in retirement, make informed investment decisions. For whom is the
Fund designed? The AARP High Quality Tax Free Money Fund may be appropriate for
investors in high tax brackets who have a short-term time horizon or who are not
comfortable with the risks of investing in stocks or bonds. These include: 

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

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

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

o     Investors who need immediate access to their money through free
      checkwriting This Fund is not available for the AARP IRA or the 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


                                   PROSPECTUS
                                       31
<PAGE>

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 adopted to the
federal rules regulating quality, maturity and diversification requirements of
money market funds. Money market funds must comply with the revised rule by July
1, 1998. The Fund intends to be in compliance with the amended requirements by
that date. 

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 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. It is impossible to predict accurately how long
such strategies may be utilized. 

All of the securities purchased are U.S. dollar-denominated. The securities must
meet credit standards applied by the Fund Manager, following procedures


                                   PROSPECTUS
                                       32
<PAGE>

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 non-fundamental 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 of
$1.00 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." 

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 involving a monthly
investment of at least $100 until your account reaches $2,000. 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, but 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 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. 

Who at Scudder manages my investment? 

Lead Portfolio Manager Frank J. Rachwalski, Jr. assumed responsibility for
setting the Fund's investment strategy and overseeing the Fund's day-to-day
management in January 1998. Frank joined Zurich Kemper's Fixed Income Department
in 1973 as its Money Market Specialist. He has been responsible for the trading
and portfolio management of Zurich Kemper's money market fund since its initial
offering in 1974. Jerri I. Cohen, Portfolio Manager, joined Zurich Kemper's
Investment Accounting Department in 1981. She has been responsible for investing
Zurich Kemper's tax-exempt money market funds since she joined the Fixed Income
Department in 1992.


                                   PROSPECTUS
                                       33
<PAGE>

                               AARP INCOME FUNDS


                                   PROSPECTUS
                                       34
<PAGE>

AARP HIGH QUALITY SHORT TERM BOND FUND
================================================================================

Fund objective:

To produce a high level of current income but with less risk of loss to the
Fund's portfolio than other short-term bond mutual funds, measured by the
frequency and amount by which total return fluctuates downward. The Fund pursues
this investment objective by investing primarily in high-quality, short-term
U.S. Government, corporate and other fixed-income securities. The Fund also has
an educational objective to help shareholders, especially individuals planning
for and living in retirement, make informed investment decisions.

   
The Fund changed its name from AARP High Quality Bond Fund and its investment
objective on February 1, 1998.
    

For whom is the Fund designed?

The AARP High Quality Short Term Bond Fund is suitable for investors who want
high current income from a portfolio comprised primarily of high-quality,
short-term debt securities. You should be prepared to invest for the
intermediate term (at least three years) and be comfortable with some
fluctuation in the value of your principal. The Fund is also available for the
AARP IRA and the other retirement plans.

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 short-term debt securities. The Fund should
typically provide a higher and more stable level of income than available from
the AARP High Quality Money Fund. However, the Fund's share price is expected to
fluctuate moderately. In addition, the Fund seeks to offer less share price
volatility than other short-term bond funds.
    

What does the Fund invest in?

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

Subject to the Fund's duration policy, 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


                                   PROSPECTUS
                                       35
<PAGE>

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, privately placed
obligations, 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 types of securities held by the Fund will vary with current market
conditions. The weighted average effective duration of the Fund's portfolio,
however, may not exceed three years. Within this limitation, the Fund may
purchase individual securities with remaining stated durations greater than
three years. The non-governmental investments of the Fund will be spread among a
variety of companies and will not be concentrated in any one industry. See
"Other Investment Policies" section.

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. By focusing on shorter-term debt securities, the Fund will normally
have less share price volatility than the AARP GNMA and U.S. Treasury Fund and
the AARP Bond Fund for Income, but also will offer less monthly income and less
long-term return potential than these two other AARP Bond Funds.

How does the Fund seek to manage risk?

The Fund actively seeks to reduce the risk of loss to its portfolio by
emphasizing high-quality investments, diversifying widely among bond issuers and
market sectors, and limiting average portfolio duration through active portfolio
management. The extent to which the portfolio management team is controlling for
"downside risk" to the Fund's portfolio is measured by tracking the frequency
and amount by which total return fluctuates downward compared to similar funds.

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 involving a monthly
investment of at least $100 until your account reaches $2,000. You can open an
AARP IRA or an 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.

Who at Scudder manages my investment?

   
Stephen A. Wohler, Lead Portfolio Manager, is responsible for implementing the
Fund's portfolio strategy including duration management, asset allocation,
security selection and trading and timing. He has been involved with the Fund
Manager since 1979, managing a variety of institutional bond portfolios
including pension, foundation, insurance and mutual fund assets. Robert Cessine,
Portfolio Manager, joined Zurich Kemper in January 1993, and is 
    


                                   PROSPECTUS
                                       35
<PAGE>

   
responsible for the Fund's investment strategy, including duration management,
asset allocation, security selection and trading.
    

AARP GNMA AND U.S. TREASURY FUND
================================================================================

Fund objective:

To produce a high level of current income but with less risk of loss to the
Fund's portfolio than other GNMA mutual funds, measured by the frequency and
amount by which total return fluctuates downward. The Fund pursues current
income by investing primarily in high-quality Government National Mortgage
Association (GNMA) securities and U.S. Treasury bills, notes and bonds issued or
backed by the full faith and credit of the U.S. Government. The Fund also has an
educational objective to help shareholders, especially individuals planning for
and living in retirement, make informed investment decisions.

For whom is the Fund designed?

The AARP GNMA and U.S. Treasury Fund is suitable for conservative investors who
want high current income from a portfolio comprised primarily of GNMA and U.S.
Treasury Securities. You should be prepared to invest for the longer term (three
years or more) and be comfortable with fluctuation in the value of your
principal. The Fund is also available for the AARP IRA or the other retirement
plans.

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 risk of loss to its
portfolio than 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, bonds, and dollar
rolls and other securities issued or backed by the full faith and credit of the
U.S. Government. These include Government National Mortgage Association (GNMA)
securities. GNMA securities represent part ownership of a pool of U.S.
Government-guaranteed mortgage loans each of which is insured by the Federal
Housing Administration or guaranteed by the Veterans Administration. Each pool
of mortgages is also guaranteed by GNMA as to the timely payment of principal
and interest (regardless of whether the 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 


                                   PROSPECTUS
                                       37
<PAGE>

will receive monthly scheduled payments of principal and interest and may
receive unscheduled principal payments resulting from prepayments of the
underlying mortgages. The Fund may realize a gain or loss upon receiving
principal payments. The Fund typically reinvests all payments and prepayments of
principal in additional GNMA securities or other U.S. Government-guaranteed
securities. The Fund may also purchase "when-issued" securities and invest in
repurchase agreements.

What are the risks?

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

How does the Fund seek to manage risk?

The Fund actively seeks to reduce the risk of loss to its portfolio 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
risk. These techniques, which are subject to applicable regulatory guidelines,
may include limited transactions in financial futures contracts and related
option transactions which are unrated (see "Other Investment Policies and Risk
Factors"). The Fund may write (sell) covered call options to enhance investment
returns. These techniques will be entered into to reduce risk, but such
techniques involve risks themselves and could reduce current income. The extent
to which the portfolio management team is controlling for "downside risk" to the
Fund's portfolio is measured by tracking the frequency and amount by which total
return fluctuates downward compared to similar funds.

What is the minimum initial investment?

The minimum initial investment is $500. You can open an AARP IRA or an 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.

Who at Scudder manages my investment?

   
Richard L. Vandenberg, Lead Portfolio Manager, is responsible for overall fund
strategy including duration and convexity management and sector allocation. He
has 25 years experience in all aspects of fixed income investing, including
various derivatives. Portfolio Manager Scott E. Dolan joined Scudder in 1989 as
a Compliance Analyst. He is responsible for individual security selection and
sector allocation and has been a portfolio manager since 1993.
    


                                   PROSPECTUS
                                       38
<PAGE>

AARP INSURED TAX FREE GENERAL BOND FUND
================================================================================

Fund objective:

To produce a high level of current income free from federal income taxes but
with less risk of loss to its portfolio than other insured tax-free bond mutual
funds, measured by the frequency and amount by which total return fluctuates
downward. The Fund pursues high level of current income by investing primarily
in high-quality, federally tax-exempt municipal securities that are insured to
protect against default by the municipality. The Fund also has an educational
objective to help shareholders, especially individuals planning for and living
in retirement, make informed investment decisions.

For whom is the Fund designed?

The AARP Insured Tax Free General Bond Fund is suitable for investors in higher
tax brackets who want high income free from federal income taxes. You should
invest for the longer term (at least three years or more) and be comfortable
with fluctuation in the value of your principal. The Fund is not available for
the AARP IRA or the other retirement plans.

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 reduce the risk of loss to its portfolio compared to other 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 U.S. and the
District of Columbia to raise money for public purposes. Interest from these
securities is, in the opinion of the issuer's bond counsel, exempt from federal
income taxes. The Fund has no current intention of investing in securities whose
income is subject to federal income tax, including the individual alternative
minimum tax (AMT). However, under unusual circumstances, the Fund may invest in
taxable securities for defensive purposes or to benefit from disparities in the
financial markets.
    

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


                                   PROSPECTUS
                                       39
<PAGE>

"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."

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 that the Fund purchases may be
lower than the income from lower-quality securities. See "Other Investment
Policies and Risk Factors."

How does the Fund seek to manage risk?

The Fund actively seeks to reduce the risk of loss to its portfolio 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 in case of
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."

The extent to which the portfolio management team is controlling "downside risk"
to the Fund's portfolio is measured by tracking the frequency and amount by
which total return fluctuates downward compared to similar funds.

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 involving a monthly


                                   PROSPECTUS
                                       40
<PAGE>

investment of at least $100 until your account reaches $2,000. 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, but 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%. It is
impossible to predict accurately how long such alternate strategies may be
utilized. 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.

Who at Scudder manages my investment?

   
Lead Portfolio Manager Philip G. Condon, who is responsible for investment
strategy and overseeing the Fund's day-to-day management, joined Scudder in 1983
and has more than 21 years of investment experience. Mr. Condon's
responsibilities include management of the Scudder's Tax Free Mutual Fund
department. Portfolio Manager M. Ashton Patton joined Scudder in 1986 as a
research assistant; her responsibilities include managing and trading for the
tax-free funds.
    

AARP BOND FUND FOR INCOME
================================================================================

Fund objective:

To produce a high level of current income but with less risk of loss to its
portfolio than other long-term bond mutual funds, measured by the frequency and
amount the total return fluctuates downward. The Fund pursues current income by
investing primarily in short-, medium- and long-term investment-grade debt
securities. The Fund also has an educational objective to help shareholders,
especially individuals planning for and living in retirement, make informed
investment decisions.


                                   PROSPECTUS
                                       41
<PAGE>

For whom is the Fund designed?

The AARP Bond Fund for Income 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). You should be prepared to
invest for the longer term (at least three years or more) and be comfortable
with fluctuation in the value of your principal. The Fund is also available for
the AARP IRA and the other retirement plans.

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
reduce the size and frequency of loss to its portfolio compared to other
long-term bond mutual 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."

The Fund may invest in U.S. Treasury and Agency securities, corporate bonds and
notes, dollar rolls, 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. It is 
    


                                   PROSPECTUS
                                       42
<PAGE>

   
impossible to predict accurately how long such alternate strategies may be
utilized.
    

What are the risks?

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

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

How does the Fund seek to manage risk?

The Fund actively seeks to reduce the risk of loss to its portfolio through
active portfolio management and diversification. The Fund Manager will invest in
a broad number of securities with varying maturities, quality and industry
representation. Also, the Fund may use approved portfolio management techniques,
if appropriate, such as limited transactions in financial futures contracts and
related option transactions which are unrated (see "Other Investment Policies
and Risk Factors"). The Fund may write (sell) covered call options to enhance
investment returns. These techniques will be entered into to reduce risk, but
such techniques involve risks themselves and may reduce current income. The
extent to which the portfolio management team is controlling "downside risk" to
the Fund's portfolio is measured by the frequency and amount by which the total
return fluctuates downward compared to similar funds.

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 involving a monthly
investment of at least $100 until your account reaches $2,000. You can open an
AARP IRA or an 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.

Who at Scudder manages my investment?

Stephen A. Wohler, Lead Portfolio Manager, is responsible for implementing the
Fund's portfolio strategy including duration management, asset allocation,
security selection and trading and timing. He has been involved with the Fund


                                   PROSPECTUS
                                       43
<PAGE>

   
Manager since 1979, managing a variety of institutional bond portfolios
including pension, foundation, insurance and mutual fund assets. Kelly D.
Babson, Portfolio Manager, joined the Scudder in 1994 as a portfolio manager and
has 16 years of experience in the fixed income field including 13 years of
high-yield management. Robert Cessine, Portfolio Manager, joined Zurich Kemper
in January 1993, and is responsible for the Fund's investment strategy;
including duration management, asset allocation, security selection and trading.
    


                                   PROSPECTUS
                                       44
<PAGE>

                          AARP GROWTH AND INCOME FUNDS


                                   PROSPECTUS
                                       45
<PAGE>

AARP BALANCED STOCK AND BOND FUND
================================================================================

Fund objective:

To provide long-term capital growth and income but with less risk of loss to its
portfolio than other balanced mutual funds, measured by the frequency and amount
by which total return fluctuates downward. The Fund pursues capital growth and
income by investing primarily in a diversified mix of stocks with above-average
dividend yields, high-quality bonds, and cash reserves. The Fund also has an
educational objective to help shareholders, especially individuals planning for
and living in retirement, make informed investment decisions.

For whom is the Fund designed?

The AARP Balanced Stock and Bond Fund is suitable for investors who are seeking
long-term growth of their assets, but want less risk than an investment solely
in stocks. You should be prepared to invest for the longer term (at least three
to five years or more) and be comfortable with the value of your principal
fluctuating up and down. The Fund is also available for the AARP IRA and the
other retirement plans.

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 risk of loss to the Fund's portfolio. Through a broadly
diversified portfolio consisting primarily of stocks with above average dividend
yields and investment-grade bonds, the Fund seeks to offer less risk of loss to
its portfolio than that of other balanced mutual funds. The Fund should
typically have less risk and a lower return than that of 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 risk of loss to its portfolio 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 instruments 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


                                   PROSPECTUS
                                       46
<PAGE>

by the Fund, taking advantage of Scudder's large research department. The Fund
emphasizes securities of companies that offer the opportunity for capital growth
and growth of earnings while providing dividends. The Fund will generally invest
in companies domiciled in the U.S., but may invest in foreign securities without
limit.

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

The Fund can invest in a broad range of corporate bonds and notes, convertible
bonds, 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."

How does the Fund seek to manage risk?

The Fund actively seeks to reduce the risk of loss to its portfolio through
active portfolio management and diversification of both its equity and bond
components. The Fund seeks to manage risk in the equity portion of the portfolio
by investing in a diverse selection of relatively high dividend-paying stocks.


                                   PROSPECTUS
                                       47
<PAGE>

Stocks with above-market yields tend to sell at attractive market valuations,
and the higher dividends offered by these stocks often provide a "cushion" to
returns in periods of increased market volatility. In order to manage the risk
associated with investing in bonds, the Fund invests in a broad array of debt
securities with varying maturities, quality and industry representation. The
extent to which the portfolio management team is controlling "downside risk" to
the Fund's portfolio is measured by tracking the frequency and amount by which
total return fluctuates downward compared to similar funds.

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.

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 12 years of
experience in the investment industry as a portfolio manager. Stephen A. Wohler,
Portfolio Manager, is responsible for the bond portion of the Fund. Mr. Wohler
joined Scudder in 1979. Mr. Hoffman has been a portfolio manager for the Fund
since it commenced operations on February 1, 1994. Lori J. Ensinger, Portfolio
Manager, has worked as a portfolio manager since 1983 and joined Scudder in
1993. Mr. Ensinger is responsible for stock selection and equity strategy.
    

AARP GROWTH AND INCOME FUND
================================================================================

Fund objective:

To provide long-term capital growth and income but with less risk of loss to its
portfolio than other growth and income mutual funds, measured by the frequency
and amount by which total return fluctuates downward. The Fund pursues long-term
capital growth and income by investing primarily in common stocks with
above-average dividend yields and fixed-income securities convertible into
common stocks. The Fund also has an educational objective to help shareholders,
especially individuals planning for and living in retirement, make informed
investment decisions.

For whom is the Fund designed?

The AARP Growth and Income 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 five years or more) and be comfortable with
fluctuation of their principal, which is associated with investing in stocks.
The Fund is also available for the AARP IRA and the other retirement plans.

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,


                                   PROSPECTUS
                                       48
<PAGE>

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 risk of loss to its
portfolio than other 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 and financial
futures contracts. 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 the Fund Manager'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."

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 five years or more) and be comfortable with fluctuation in the
value of their principal. See "Other Investment Policies and Risk Factors."

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

How does the Fund seek to manage risk?

The Fund actively seeks to reduce the risk of loss to its portfolio by investing
in a diverse selection of relatively high dividend-paying stocks. Stocks with
above-average dividend yields tend to trade at attractive market valuations
(e.g., price-to-earnings and price-to-book ratios), which can help lessen
"downside risk" to the Fund's portfolio. In addition, the higher dividends
offered by these stocks may provide a "cushion" when the stock market is
volatile. The extent to which the portfolio management team is controlling
"downside risk" to the Fund's portfolio is measured by tracking the frequency
and amount by which total return fluctuates downward compared to similar funds.


                                   PROSPECTUS
                                       49
<PAGE>

What is the minimum initial investment?

The minimum initial investment is $500. You can open an AARP IRA or an 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.

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 12 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 16 years of investment experience, joined the Fund Manager 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 as a portfolio manager of value portfolios 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 as a portfolio manager focusing on mid-large cap stocks and
at Scudder since 1993.

AARP U.S. STOCK INDEX FUND
================================================================================

Fund objective:

To provide long-term capital growth and income but with less risk of loss to its
portfolio than an S&P 500 Index mutual fund, measured by the frequency and
amount by which total return fluctuates downward. The Fund pursues this
investment objective by emphasizing common stocks with above-average dividend
yields, while maintaining investment characteristics otherwise similar to the
S&P 500 Index. The Fund also has an educational objective to help shareholders,
especially individuals planning for and living in retirement, make informed
investment decisions.

For whom is the Fund designed?

The AARP U.S. Stock Index Fund 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 an S&P 500 Index mutual fund. You should be
prepared to invest for the longer term (at least five years or more) and be
comfortable with the value of your principal fluctuating up and down with
changing U.S. stock market conditions. The Fund is also available for the AARP
IRA and the other retirement plans.

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 common stocks of


                                   PROSPECTUS
                                       50
<PAGE>

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 risk of loss to
its portfolio 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%,
before expenses, on an annualized basis. (A tracking error of 0% would indicate
returns identical 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
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 Depository 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." Like most 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 the Index, before expenses,
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.


                                   PROSPECTUS
                                       51
<PAGE>

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 five years or more) and be comfortable with fluctuation in
the value of their principal.

See "Other Investment Policies and Risk Factors."

How does the Fund seek to manage risk?

The Fund is designed to track the overall U.S. stock market as characterized by
the S&P 500 Index, and therefore will be subject to market risk. However, to a
certain extent the Fund will attempt to manage this risk and provide somewhat
higher dividend income. The Fund's Subadviser uses a proprietary computer model
to select 400 or more stocks in the S&P 500 Index that are expected to, on
average, pay higher dividends than S&P 500 companies overall. This investment
approach may result in performance that is somewhat less volatile than that of
the S&P 500 Index over time. The extent to which the portfolio management team
is controlling "downside risk" to the Fund's portfolio is measured by tracking
the frequency and amount by which total return fluctuates downward compared to
similar funds.

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 involving a monthly
investment of at least $100 until your account reaches $2,000. You can open an
AARP IRA or an 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.

Who at Scudder manages my investment?

Lead Portfolio Manager Philip S. Fortuna joined the Adviser in 1986 as a manager
of institutional equity accounts, served as director of quantitative services
from 1987 to 1993 and director of investment operations from 1993 to 1995. From
1995 to 1997 he was involved in global planning and new product development in
addition to his portfolio management responsibilities. Mr. Fortuna is currently
director of Scudder's quantitative group.

James M. Eysenbach, Portfolio Manager, joined the Adviser in 1991 as a senior
quantitative analyst, served as director of quantitative services from 1993 to
1997 and has been co-manager of quantitative equity products at Scudder since
1995. He is currently managing portfolios full-time. Mr. Eysenbach has more than
10 years' investment management experience, specializing in quantitative
research, analysis and portfolio management.

The Fund Manager has retained Bankers Trust Company as Subadviser to the Fund.
The Subadviser will handle day-to-day investment and trading functions. 


                                   PROSPECTUS
                                       52
<PAGE>

The Portfolio Managers will be in regular contact with the Subadviser to monitor
returns and relative risk.

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


                                   PROSPECTUS
                                       53
<PAGE>

                               AARP GROWTH FUNDS



                                   PROSPECTUS
                                       54
<PAGE>

AARP CAPITAL GROWTH FUND
================================================================================

Fund objective:

To provide long-term capital growth but with less risk of loss to its portfolio
than other growth funds, measured by the frequency and amount by which total
return fluctuates downward. The Fund pursues this investment objective by
investing primarily in a diversified mix of common stocks and fixed-income
securities convertible into common stocks of established medium- and large-sized
companies. The Fund also has an educational objective to help shareholders,
especially individuals planning for and living in retirement, make informed
investment decisions.

For whom is the Fund designed?

The AARP Capital Growth Fund is suitable for investors seeking high long-term
growth of their principal. You should be prepared to invest for the longer term
(at least five years or more) and be comfortable with the value of your
principal fluctuating up and down. The Fund is also available for the AARP IRA
and the other retirement plans.

What does the Fund offer to investors?

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

In pursuing long-term growth, the Fund will typically have more share price
fluctuation than the AARP Balanced Stock and Bond Fund, AARP Growth and Income
Fund, AARP U.S. Stock Index Fund and AARP Global Growth Fund, but less share
price fluctuation than AARP International Growth and Income 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 risk of loss to its portfolio than other 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 and financial
futures contracts. The Fund's policy is to remain substantially invested in
these securities.

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

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


                                   PROSPECTUS
                                       55
<PAGE>

   
agreements, commercial paper, certificates of deposit issued by domestic and
foreign branches of U.S. banks, bankers' acceptances, and other debt securities,
such as U.S. Government obligations and corporate debt instruments when the Fund
Manager deems such a position advisable in light of economic or market
conditions. It is impossible to predict accurately how long such alternate
strategies may be utilized.
    

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 five years or more) and be comfortable with fluctuation to the value
of their principal. See "Other Investment Policies and Risk Factors."

How does the Fund seek to manage risk?

While the Fund involves above-average stock market risk, it does attempt to
manage the risk of loss to its portfolio by focusing on high-quality
medium-to-large sized companies with reasonable stock market valuations. The
Fund Manager invests in established companies with promising characteristics: a
history of consistent earnings growth, competitive strength and the potential
for continued growth. The Fund is broadly diversified among industries and
companies. The extent to which the portfolio management team is controlling
"downside risk" to the Fund's portfolio is measured by tracking the frequency
and amount by which total return fluctuates downward compared to similar funds.

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 involving a monthly
investment of at least $100 until your account reaches $2,000. You can open an
AARP IRA or an 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.

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 16 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 17 years of investment industry experience and joined Scudder in
1991 as a Portfolio Manager.


                                   PROSPECTUS
                                       56
<PAGE>

AARP SMALL COMPANY STOCK FUND
================================================================================

Fund objective:

To provide long-term capital growth but with less risk of loss to its portfolio
than other small company stock mutual funds, measured by the frequency and
magnitude with which total return fluctuates downward. The Fund pursues this
investment objective by investing primarily in a broadly diversified portfolio
of common stocks of small U.S. companies. The Fund also has an educational
objective to help shareholders, especially individuals planning for and living
in retirement, make informed investment decisions.

For whom is the Fund designed?

The AARP Small Company Stock Fund is suitable for investors seeking high
long-term growth of their principal. You should be prepared to invest for the
longer term (at least five years or more) and be comfortable with the value of
your principal fluctuating up and down. The Fund is also available for the AARP
IRA and the other retirement plans.

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 and seeks to maintain 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 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 obtain and analyze
complete, up-to-date financial information on numerous small companies, 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 generally 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 


                                   PROSPECTUS
                                       57
<PAGE>

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, typically holding 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
non-convertible), rights and warrants. Securities may be listed on national
exchanges or traded over-the-counter. The Fund may invest up to 20% of its
assets in U.S. Treasury, agency and instrumentality obligations, may enter into
repurchase agreements and may make use of financial futures contracts and
related options. The Fund may purchase and sell options or futures on stock
indices for hedging purposes or as a temporary investment to accommodate cash
flows. See "Other Investment Policies and Risk Factors."

For temporary defensive purposes, the Fund may invest without limit in
high-quality money market securities, including U.S. Treasury bills, repurchase
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. It is impossible to predict accurately how long such alternate
strategies may be utilized.

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 five years or more) and be comfortable
with fluctuation in the value of their principal which may be considerable at
times. See "Other Investment Policies and Risk Factors."

How does the Fund seek to manage risk?

While the Fund involves above-average stock market risk, the Fund is actively
managed to reduce the risk of loss to its portfolio 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. These stocks
typically have lower risk. Risk is further managed by diversifying among a large
number of stocks, and by using specialized portfolio management techniques to
monitor the Fund's risk exposure. The extent to which the portfolio management
team is controlling "downside risk" to the Fund's portfolio is measured by
tracking the frequency and amount by which total return fluctuates downward
compared to similar funds.

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 involving a monthly
investment of at least $100 until your account reaches $2,000. You can open an
AARP IRA or an AARP UGMA/UTMA with an initial investment of only $250.


                                   PROSPECTUS
                                       58
<PAGE>

When are distributions paid?

Any dividends typically will be distributed in December. Any net realized gain
typically will be distributed annually after September 30.

   
Who at Scudder manages my investment?

Co-lead Portfolio Managers Philip S. Fortuna and James M. Eysenbach have
responsibility for the Fund's day-to-day management and investment strategies.
Mr. Fortuna joined the Adviser in 1986 as a manager of institutional equity
accounts, served as director of quantitative services from 1987 to 1993 and
director of investment operations from 1993 to 1995. From 1995 to 1997 he was
involved in global planning and new product development in addition to his
portfolio management responsibilities. Mr. Fortuna is currently director of the
Adviser's quantitative group.
    

Mr. Eysenbach joined the Adviser in 1991 as a senior quantitative analyst,
served as director of quantitative services from 1993 to 1997 and has been
co-manager of quantitative equity products at the Adviser since 1995. He is
currently managing portfolios full-time. Mr. Eysenbach has more than 10 years'
investment management experience, specializing in quantitative research,
analysis and portfolio management.


                                   PROSPECTUS
                                       59
<PAGE>

                            AARP INTERNATIONAL FUNDS


<PAGE>

AARP GLOBAL GROWTH FUND
================================================================================

Fund objective:

To provide long-term capital growth but with less risk of loss to its portfolio
than other global growth mutual funds, measured by the frequency and amount by
which total return fluctuates downward. The Fund pursues this investment
objective by investing primarily in common stocks of established corporations in
a wide variety of developed countries, including the U.S. The Fund also has an
educational objective to help shareholders, especially individuals planning for
and living in retirement, make informed investment decisions. 

For whom is the Fund designed?

The AARP Global Growth 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. You should be prepared to invest for the longer term (at
least five years or more) and be comfortable with the value of your principal
fluctuating up and down. The Fund is also available for the AARP IRA and the
other retirement plans. 

What does the Fund offer to investors? 

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

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

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


                                   Prospectus
                                       61
<PAGE>

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 risk of loss to its portfolio than other global growth
funds. However, in pursuing long-term growth, the Fund typically will have more
share price fluctuation than other AARP Mutual Funds, except the AARP Capital
Growth Fund, the AARP International Growth and Income 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.

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."


                                   Prospectus
                                       62
<PAGE>

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.

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 generally 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 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 five
years or more) and be comfortable with fluctuation in the value of their
principal. Because of the Fund's global investment policies and the investment
considerations discussed above, investment in shares of the Fund should be
considered as part of a broadly diversified portfolio. See "Other Investment
Policies and Risk Factors."

How does the Fund seek to manage risk?

While the Fund involves above-average equity risk, it is designed to actively
reduce risk of loss as compared to other global stock mutual funds. It does this
by diversifying widely among stocks issued in developed markets worldwide. The
extent to which the portfolio management team is controlling "downside risk" to
the Fund's portfolio is measured by tracking the frequency and amount by which
total return fluctuates downward compared to similar funds.

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 involving a monthly
investment of at least $100 until your account reaches $2,000. You can open an
AARP IRA or an 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.


                                   Prospectus
                                       63
<PAGE>

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 21 years' experience in global investing
and joined Scudder as a portfolio manager in 1980. Nicholas Bratt, Portfolio
Manager, directs Scudder's overall global equity investment strategies. Mr.
Bratt joined Scudder in 1976. Diego Espinosa, Portfolio Manager, joined Scudder
in 1996 and is responsible for development of the Fund's strategy and management
of the portfolio on a daily basis. He has six years' industry experience as an
analyst.

AARP INTERNATIONAL GROWTH AND INCOME FUND 
================================================================================

Fund objective: 

To provide long-term capital growth and income but with less risk of loss to its
portfolio than other international mutual funds, measured by the frequency and
amount the total return fluctuates downward. The Fund pursues this investment
objective by investing primarily in a diversified portfolio of foreign common
stocks with above-average dividend yields and foreign fixed-income securities
convertible into common stocks. The Fund also has an educational objective to
help shareholders, especially individuals planning for and living in retirement,
make informed investment decisions. The Fund changed its name from AARP
International Stock Fund on February 1, 1998.

For whom is the Fund designed? 

The AARP International Growth and Income Fund 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. You should be prepared to invest for the longer term
(at least five years or more) and be comfortable with the value of your
principal fluctuating up and down. The Fund is also available for the AARP IRA
and the other retirement plans.

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 Growth and Income 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


                                   Prospectus
                                       64
<PAGE>

the U.S. market. A portfolio invested in a number of markets worldwide will be
better diversified than a portfolio that is restricted to a single market.

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

In pursuing long-term growth, the Fund typically will have more share price
fluctuation than most other AARP Mutual 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
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 the basis of yield, credit quality,
and the outlooks for currency and interest rates in different parts of the
globe, taking into account the ability to hedge a degree of currency or local
bond price risk. The Fund may purchase investment-grade bonds, which are those
rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A or BBB by S&P or, if unrated,
judged by the Fund Manager to be of equivalent quality. Securities rated Baa by
Moody's or BBB by S&P are neither highly protected nor poorly secured. Moody's
considers bonds it rates Baa to have speculative elements as well as
investment-grade characteristics.

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


                                   Prospectus
                                       65
<PAGE>

impossible to predict accurately how long such alternate strategies may be
utilized.

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

What 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. 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 generally 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 five 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."

How does the Fund seek to manage risk? 

While the Fund involves above-average equity risk, it is designed to actively
reduce the risk of loss to the Fund's portfolio relative to other international
stock funds. It normally does this by diversifying widely among relatively high
dividend-paying stocks issued in developed foreign markets. The extent to which
the portfolio management team is controlling "downside risk" to the Fund's
portfolio is measured by tracking the frequency and amount by which total return
fluctuates downward compared to similar funds.


                                   Prospectus
                                       66
<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 with a monthly investment
of at least $100 until your account reaches $2,000. You can open an AARP IRA or
an 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.

Who at Scudder manages my investment?

Lead Portfolio Manager Sheridan Reilly joined the Fund Manager in 1995. He has
worked in the Fund Manager's Global Equity Group and has over eleven years of
investment industry experience as an economic, fixed-income and equity analyst.
Portfolio Manager Irene Cheng joined the Fund Manager in 1993. Ms. Cheng has 14
years of global and equity investing experience, and has worked on Scudder's
institutional international equity accounts. Portfolio Manager Marc Joseph
managed international portfolios prior to joining Scudder in 1997 and is a
member of the Fund Manager's Global Equity Group where he focuses on managing
international equity portfolios. Mr. Joseph has over ten years of industry
experience. Deborah A. Chaplin, Portfolio Manager, joined the Fund Manager in
1996 and has over five years of experience as a securities analyst and portfolio
manager.


                                   Prospectus
                                       67
<PAGE>

                       AARP MANAGED INVESTMENT PORTFOLIOS


                                   Prospectus
                                       68
<PAGE>

AARP MANAGED INVESTMENT PORTFOLIOS:

AARP DIVERSIFIED INCOME WITH GROWTH PORTFOLIO
AARP DIVERSIFIED GROWTH PORTFOLIO
================================================================================

The AARP Managed Investment Portfolios are two professionally managed,
diversified portfolios of the AARP Managed Investment Portfolios Trust (the
"Trust"). In pursuit of its investment objective, each Portfolio invests in a
select mix of the 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, with a goal to seek competitive returns but with
less risk of loss to the Fund's portfolio than a comparable mix of stock and
bond funds, measured by the amount and frequency by which total return
fluctuates downward. Each AARP Mutual Fund is managed to reduce the risk of loss
to its portfolio compared to similar mutual funds. Each Portfolio also has an
educational objective to help shareholders, especially individuals planning for
and living in retirement, make informed investment decisions.

Portfolio Objectives:

o     The AARP Diversified Income with Growth Portfolio seeks current income
      with modest long-term appreciation. This investment objective is pursued
      by diversifying among a mix of AARP Bond Mutual Funds, and to a lesser
      degree in AARP Stock Mutual Funds. The Fund changed its name from AARP
      Diversified Income Portfolio on February 1, 1998.

o     The AARP Diversified Growth Portfolio seeks to provide long-term growth of
      capital. This investment objective is pursued by diversifying among a mix
      of AARP Stock Mutual Funds, and to a lesser degree in AARP Bond 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 who
appreciate the advantages of broad diversification through a single investment.

o     The Diversified Income With Growth Portfolio may be appropriate for
      conservative investors nearing retirement or investors enjoying
      retirement, who are looking for quarterly income with some appreciation
      potential. Investors should be prepared to invest for three to five 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 five 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. 


                                   Prospectus
                                       69
<PAGE>

o     The Diversified Income With Growth 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 Mutual Funds 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
      Mutual Funds 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. H No
      additional management fees or expenses are charged for allocation among
      the AARP Mutual Funds.

What does each Portfolio invest in?

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

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

o     The Diversified Income With Growth 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.


                                   Prospectus
                                       70
<PAGE>

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 which, 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 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, which will fluctuate in value with changing stock market
      conditions and related factors. Also, each Portfolio can invest in
      underlying AARP Mutual Funds, which are, in turn, invested in
      international securities and thus are subject to additional risks of these
      investments including changes in foreign currency exchange rates and
      political risk.

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

How do the Portfolios seek to manage risk? 

The Portfolios seek to manage risk through active portfolio management and
diversification. Each Portfolio will invest in at least five underlying AARP
Mutual Funds, all of which are managed to reduce the risk of loss to the Fund's
portfolio compared to similar Funds.

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 involving a monthly
investment of at least $100 until your account reaches $2,000. You can open an
AARP IRA or an AARP UGMA/UTMA with an initial investment of only $250.

When are distributions paid? 

Dividends on the Diversified Income With Growth Portfolio will be distributed
quarterly in March, June, September and December 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 "Additional Information about Distribution and Taxes" for more
information.


                                   Prospectus
                                       71
<PAGE>

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 the Scudder's Quantitative Services Group. Mr. Bruno has
over six years of investment experience as a quantitative services analyst 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 strategic decision making and allocation of the Funds.
Mr. Tajbakhsh has over six years of industry experience as a project leader and
consultant and this includes work in developing analytical investment tools.
Karla D. Grant, Portfolio Manager, joined Scudder in 1997 and has seven years of
industry experience as a tactical asset allocation researcher and consultant.
Ms. Grant is responsible for inputs to the asset allocation process.


Description of the Underlying AARP Mutual Funds

Details on the 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 Managed 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

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

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

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

      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 Growth and Income Fund
      AARP Small Company Stock Fund


                                   Prospectus
                                       72
<PAGE>

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
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 Growth and Income 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. Each Fund may also enter
into reverse repurchase agreements in which the Fund agrees to repurchase
securities at an agreed time and price.

Mortgage- and other asset-backed securities 

The AARP GNMA and U.S. Treasury Fund, the AARP High Quality Short Term 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


                                   Prospectus
                                       73
<PAGE>

(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 Short Term 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 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 Short Term 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.

Dollar roll transactions

Each of the Funds in the AARP Income Trust, namely AARP GNMA and U.S. Treasury
Fund, AARP High Quality Short Term Bond Fund, and AARP Bond Fund for Income, may
enter into dollar roll transactions with selected banks and broker/dealers.
Dollar roll transactions are treated as reverse repurchase agreements for
purposes of the Funds' borrowing restrictions and consist of the sale by the
Funds of mortgage-backed securities, together with a commitment to purchase
similar, but not identical, securities at a future date at the same price. In
addition, the Funds are paid a fee as consideration for entering into the
commitment to purchase. Dollar rolls may be renewed after cash settlement and
initially involve only a firm commitment agreement by the Funds to buy a
security.

If the broker/dealer to whom the Fund sells the securities underlying a dollar
roll transaction becomes insolvent, the Fund's right to purchase or repurchase
the securities may be restricted; the value of the securities may change
adversely over the term of the dollar roll; the securities that the Fund is
required to repurchase may be worth less than the securities that the Fund
originally held, and the return earned by the Fund with the proceeds of a dollar
roll may not exceed transaction costs.

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 that make current
cash distributions of interest.


                                   Prospectus
                                       74
<PAGE>

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 Short Term
Bond Fund and the AARP Bond Fund for Income may invest in foreign securities.

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


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                                       75
<PAGE>

Illiquid securities

The Fund may invest in securities for which there is not an active trading
market, or which have resale restrictions. These types of securities generally
offer a higher return than more readily marketable securities, but carry the
risk that the Fund may not be able to dispose of them at an advantageous time or
price.

Real estate investment trusts

   
Each of the Funds in the AARP Growth Trust, and the AARP High Quality Short Term
Bond Fund and the AARP Bond Fund for Income may purchase real estate investment
trusts (REITs) and corporate debt issued REITs, which pool investors' funds for
investment primarily in income-producing real estate or real estate-related
loans or interests. REITs can generally be classified as equity REITs, mortgage
REITs or hybrid REITs. Equity REITs, which invest the majority of their assets
directly in real property, derive their income primarily from rents. Equity
REITs can also realize capital gains by selling properties that have appreciated
in value. Mortgage REITs, which invest the majority of their assets in real
estate mortgages, derive their income primarily from interest payments on real
estate mortgages in which they are invested. Hybrid REITs combine the
characteristics of both equity REITs and mortgage REITs.
    

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 Short Term
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 risks 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


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                                       76
<PAGE>

markets in these options. Over-the-counter options may be more difficult to
terminate than exchange-traded options. They are frequently illiquid, and
involve counterparty credit risk. The AARP International Growth and Income Fund
may purchase and sell options on currencies which can result in the Fund
incurring losses as a result of a number of factor's including the imposition of
exchange controls, suspension of settlements or the inability to deliver or
receive a specified currency. The Fund Manager will engage in option
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 an option.

Futures contracts and related options

To a limited extent, the Funds in the AARP Income Trust, the AARP Insured Tax
Free General Bond Fund, and the Funds in the AARP Growth Trust 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 may be used to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for a Fund's portfolio resulting from securities markets or currency exchange
rate fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to manage the effective maturity or duration of
fixed-income securities in a Fund's portfolio, or to establish a position in the
derivatives market as a temporary substitute for purchasing or selling
particular securities. These techniques will not be used to create leveraged
exposure in the Funds.

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 securities
markets, interest rates or currency changes 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. 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. 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.


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<PAGE>

Segregated accounts

Each Fund may be required to segregate assets (such as cash and other liquid
securities) or otherwise provide coverage consistent with applicable regulatory
policies. This would be in respect of 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 Short Term 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 0.5% of a Fund's total assets. To
minimize the risk that the seller may not be able to repurchase the security,
the Fund Manager will monitor the creditworthiness of the seller.

"Put" bonds

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

Tax-exempt participation interests

The AARP Tax Free Funds may purchase tax-exempt participation interests from a
bank representing a fully-insured portion of the bank's holdings of municipal
securities. The Fund will obtain an irrevocable letter of credit or guarantee
from the bank and will have, under certain circumstances, the right to resell
the participation to the bank on seven days' notice. To the extent any


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                                       78
<PAGE>

   
participation interest is illiquid, it is subject to the Fund's limit on
illiquid securities.

Tax-exempt custodial receipts

The AARP Tax Free Funds may purchase tax-exempt custodial receipts (the
"Receipts") which evidence ownership in an underlying bond that is deposited
with a custodian for safekeeping. Holders of the Receipts receive all payments
of principal and interest when paid on the bonds. Receipts can be purchased in
an offering or from a financial counterparty (typically an investment banker).
To the extent that any Receipt is illiquid, it is subject to the Fund's limit on
illiquid 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 Mutual 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. 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.
    

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
fundamental policies. The Board of Trustees can approve changes to
nonfundamental policies.

o     As a fundamental policy, 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. As a
      nonfundamental policy, a Fund may not lend more than 5% of its total
      assets.

o     As a fundamental policy, a Fund may not borrow money, except as permitted
      under federal law. As a nonfundamental policy, a Fund may not 


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                                       79
<PAGE>

      borrow money in an amount greater than 5% except for temporary or
      emergency purposes, but may engage up to 5% of its total assets in reverse
      repurchase agreements or dollar rolls.

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

ADDITIONAL INFORMATION ABOUT DISTRIBUTIONS AND TAXES
================================================================================

Are taxes withheld?

Generally, taxes are not withheld on purchases, redemptions, or distributions.
However, federal tax law requires the AARP Mutual Funds to withhold 31% of
taxable dividends, capital gain distributions and redemption or exchange
proceeds for accounts without a correct, 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 correct, 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?

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.

If your investment is in the form of an AARP IRA, AARP SEP-IRA or AARP Keogh
Plan account, all distributions are automatically reinvested.

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

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.

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

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

Distributions of long-term capital gains are taxable for federal income tax
purposes at a maximum 20% or 28% capital gains rate (depending on the Fund's
holding period for the assets giving rise to the gain), regardless of the length
of time you have owned shares. Any capital gain distributed by the AARP 


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                                       80
<PAGE>

Tax Free Funds are generally taxable in the same manner as distributions by
other Funds.

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

If you are a shareholder in the AARP Global Growth Fund or the AARP
International Growth and Income 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.

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

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.

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 Kemper
Investments, 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


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                                       81
<PAGE>

investment advisory contract. The Fund Manager will help shareholders to
communicate with other shareholders in connection with removing a Trustee as if
Section 16(c) of the Investment Company Act of 1940 applied.

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

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

Management fees

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

   
          Annual Base Fee Rate               Program Assets
          ---------------------------------------------------
          0.350%                             First $2 billion
          0.330%                             Next $2 billion
          0.300%                             Next $2 billion
          0.280%                             Next $2 billion
          0.260%                             Next $3 billion
          0.250%                             Next $3 billion
          0.240%                             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                                    0.10%
AARP High Quality Tax Free Money Fund                           0.10%
AARP GNMA and U.S. Treasury Fund                                0.12%
AARP High Quality Short Term Bond Fund                          0.19%
AARP Bond Fund for Income                                       0.28%
    


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                                       82
<PAGE>

   
AARP Insured Tax Free General Bond Fund                         0.19%
AARP Balanced Stock and Bond Fund                               0.19%
AARP Growth and Income Fund                                     0.19%
AARP U.S. Stock Index Fund                                      0.00%
AARP Global Growth Fund                                         0.55%
AARP Capital Growth Fund                                        0.32%
AARP International Growth and Income Fund                       0.60%
AARP Small Company Stock Fund                                   0.55%

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, 1997, fees paid to the Fund Manager totaled
0.39 of 1% of the average daily net assets of the AARP High Quality Money Fund,
0.39 of 1% of the AARP High Quality Tax Free Money Fund, 0.41 of 1% of the AARP
GNMA and U.S. Treasury Fund, 0.61 of 1% of the AARP Capital Growth Fund, 0.48 of
1% of the AARP High Quality Short Term Bond Fund, 0.48 of 1% of the AARP Insured
Tax Free General Bond Fund and AARP Growth and Income Fund, 0.48 of 1% of the
AARP Balanced Stock and Bond Fund, 0.84 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 0.07 of 1%
for the first $6 billion, 0.06 of 1% for the next $10 billion and 0.05 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: 0.07% of the first $100 million of average daily net
assets, 0.03% of the next $100 million, and 0.01% of such assets in excess of
$200 million, with a minimum annual fee of $75,000.

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.


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<PAGE>

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 (Agreement) entered into by the
Fund Manager, the underlying AARP Mutual Funds, Scudder Service Corporation,
Scudder Fund Accounting Corporation, Scudder Investor Services, Inc. and each
Portfolio. Under each Agreement, the Fund Manager will arrange for all services
pertaining to each operation of each Portfolio including the services of Scudder
Service Corporation and Scudder Fund Accounting Corporation as the Shareholder
Servicing Agent and the Accounting Agent, respectively, for the Portfolio. If
the Trustees 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, of 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
================================================================================

You are likely to see performance figures for AARP Mutual Funds in
advertisements, sales literature or shareholder reports. The important factors
you want to look at are Yield, Total Return and Cumulative Total Return. These
measurements are based on historical earnings, are not an indication of future
performance, and will vary based on changes in market conditions, interest rates
and the level of the individual fund's expenses. You can also use these


                                   Prospectus
                                       84
<PAGE>

measurements to compare the performance of similar types of mutual funds using
standard industry formulas.

What is yield?

Yield refers to the net investment income generated over a specific period of
time. Since yield is always calculated using a standard industry formula, it is
a useful way for you to compare the income produced by different mutual funds.

For the AARP High Quality Money Fund, the AARP Income Funds and AARP Tax Free
Funds, yield is a measure of income.

For non-money market funds, the "SEC yield" is an annualized expression of net
investment income generated by the investments in the fund over a specified
30-day period. This income is then annualized and then expressed as a
percentage. This yield is calculated according to methods required by the SEC,
and may not equate to the level of income paid to shareholders.

For money market funds, yield refers to the net investment income generated by
the fund over a specified seven-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 a dividend?

A dividend represents a distribution of a portion of net income and short-term
capital gains from a mutual fund, and is distributed on a regular basis as
declared by the Trustees of a mutual fund. For example, many bond funds
distribute dividends on a monthly basis, while stock funds tend to distribute
any net income and short-term capital gains (dividends) at the end of the year -
at the same time the fund distributes any long-term capital gains. Other funds
may distribute dividends on a semi-annual or quarterly basis, depending on the
objectives of the specific fund.

What is a capital gain?

A capital gain, as it applies to a mutual fund shareholder, is a payment
representing a portion of the net realized gains when securities in the fund's
portfolio are sold. A "net realized gain" is determined by subtracting any
losses from the profits made on the sale of securities.

The term "capital gain" is also used to describe the gain or loss calculated
when a shareholder sells mutual fund shares. This gain or loss is the difference
between the purchase price of a mutual fund's shares and the price at which the
shares are sold. When the difference is positive, meaning that the shares have
gained value, the investor has realized a capital gain.

What is total return?

Total return measures dividends, capital gains distributions and changes up and
down in the share price of a particular fund. Total return assumes that shares
were bought on the first day of the period shown, and redeemed (sold) on the


                                   Prospectus
                                       85
<PAGE>

last day. It also assumes that all earnings were reinvested back into the fund.
It follows that if you bought or redeemed shares on different days or took some
of your earnings as cash, your actual return would be different from the figures
that are shown.

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 tax-equivalent yield?

To determine if tax-free investing is right for you, a good indicator is to
convert a yield from a tax-exempt mutual fund to its equivalent taxable yield.
The tax-equivalent yields of the AARP Tax Free Funds let you determine the yield
you would have to receive from a fully taxable investment to produce an aftertax
yield equivalent to that of a tax-free fund. The calculation is as follows:

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

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

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

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

UNDERSTANDING SHARE PRICE
================================================================================

How is a fund's share price determined?

A share is a unit of ownership in a mutual fund. The 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 (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.


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                                       86
<PAGE>

OPENING AN AARP MUTUAL FUND ACCOUNT
================================================================================

The minimum initial investment for the AARP GNMA and U.S. Treasury Fund,
Balanced Stock and Bond Fund, and Growth and Income Fund is $500. All other AARP
Mutual Funds have a minimum initial investment of $2,000. (The minimum initial
investment for a retirement account is just $250.)

1.  Before you invest or send money, please read the Prospectus carefully.

2.  Detach and complete the enclosed Enrollment Form.

3.  Return your completed Enrollment Form along with a check in the postage-paid
    envelope provided.

4.  To open an AARP IRA or Keogh account, please call 1-800-253-2277 for a
    special information kit containing the appropriate Enrollment Form.

5.  If you have questions or need assistance, call an AARP Mutual Fund
    Representative at 1-800-253-2277. (TDD Service: 1-800-634-9454)

What will happen next?

Your Enrollment Form and check will be processed and an account number will be
assigned to you. You will also receive a confirmation that your Enrollment Form
and check have been received--along with instructions on how to add to your AARP
Mutual Fund investment.

WIRE TRANSFERS
================================================================================

To open an account, mail your completed Enrollment Form and then call an AARP
Mutual Fund Representative to obtain your account number. (Please note, AARP IRA
and AARP Keogh Plan accounts cannot be opened by wire.)

To add to your account, simply contact your bank with the following information:

o     the name(s) on your account;

o     your AARP Fund account number;

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

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

o     the routing numbers ABA Number 011000028 and AC-99035420.

   
A $5.00 fee will be charged for each wire to your bank.
    

ADDING TO YOUR INVESTMENT
================================================================================

There are five ways you can make additions to your existing AARP Mutual Fund
investment:

o     Call toll-free--1-800-631-4636--24 hours a day, seven days a week to
      exchange from an existing fund


                                   Prospectus
                                       87
<PAGE>

o     Mail in your instructions--Send your check with personalized investment
      slip, or a short instructional note that includes your account number and
      the name of your AARP Fund(s). AARP Investment Program from Scudder, P.O.
      Box 2540, Boston, MA 02208-2540.

o     Wire your purchase--(Please see the "Wire Transfers" instructions above.)

o     Exchanging from one AARP Fund to another--(Please see "Exchanges and
      Redemptions" instructions below.)

o     Invest automatically--Please see "Systematic Plans" for complete
      information.

EXCHANGES AND REDEMPTIONS

You may exchange all or part of your shares in one AARP Mutual Fund for shares
in another--by mail, by fax, or by phone. You can also redeem (sell) fund shares
the same way. (AARP IRA redemptions can be done by phone; Keogh shares can only
be redeemed in writing.)

o     By mail--Send your instructions to P.O. Box 2540, Boston, MA, 02208-2540

o     By fax--Send your instructions to: 1-800-821-6234

o     By phone--Call 1-800-631-4636--24 hours a day, seven days a week

o     Sell automatically--(Please see "Investor Services -- Systematic Plans"
      for complete information.)

SIGNATURE GUARANTEES
================================================================================

A signature guarantee is simply a certification of your signature, which is
required for your protection and to guard against fraudulent redemptions. It
guarantees that you, and you alone, are authorized to make certain requests
regarding your AARP Mutual Fund investment. A signature guarantee is required
for redemptions of more than $100,000 to the address of record.

Or when redemption proceeds are to be paid to someone other than yourself, or
when they are to be sent to an address other than yours, or if your account
address has changed during the last 15 days. If bank information is provided on
the Enrollment Form, any amount can be sent to the bank without a signature
guarantee.


                                   Prospectus
                                       88
<PAGE>

STATEMENTS AND REPORTS
================================================================================

You will receive a prompt confirmation statement for your transaction. You will
also receive a consolidated monthly statement that details your current account
status and notes any and all transactions. (AARP IRA and Keogh customers receive
consolidated statements on a quarterly basis.) You will also receive a mid-year
report and an 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.

OTHER MAILINGS
================================================================================

Each year you will receive a current Prospectus.

       

INVESTOR SERVICES
================================================================================

There are three important toll-free phone numbers to remember:

      1-800-631-4636--the number to call if

      o     you want to make an exchange between AARP Mutual Funds

      o     you want to open a new AARP Mutual Fund by exchange from an existing
            fund

      o     you want to redeem money to your registered address

      o     you want to get current performance information

      o     you want to get current account balance information

      o     you want to confirm your last transaction.

      1-800-253-2277--the number to call if

      o     you want to add to an AARP Mutual Fund by transfer from your bank
            checking or NOW account.

      o     you want to redeem and send proceeds to your checking or NOW
            account.

      1-800-821-6234--the number to call if

      o     you want to exchange or redeem by fax.


                                   Prospectus
                                       89
<PAGE>

Free Checkwriting

   
Free checkwriting privileges are available to shareholders in the AARP High
Quality Money and High Quality Tax Free Money Funds. There is no charge to
shareholders for this service, but the AARP Mutual Funds reserve the right to
impose a charge in the future. 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.
    

Direct Distributions

You may elect to have dividend and capital gains distributions automatically
deposited into your bank checking or NOW account. For information on this
service, please call 1-800-253-2277.

Systematic Plans

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

      o     Payroll Deduction or Direct Deposit allows you to have all or a
            portion of your Social Security, U.S. Government or any regular
            income check (pension, dividend, interest or payroll) deposited
            automatically into your AARP Mutual Fund account.

      o     Automatic Withdrawal Plan will automatically send a monthly
            redemption of $50 or more directly to you, provided that 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 lets you receive periodic
            distributions from your AARP IRA or Keogh plan account.


                                   Prospectus
                                       90
<PAGE>

SOME COMMONLY ASKED QUESTIONS
================================================================================

What if my investment falls below the minimum balance?

If you do not increase your account balance within 60 days of notification, the
Fund reserves the right to redeem and return the proceeds to you. However, if
your account falls below the minimum balance due to market activity, your
account will not be closed.

When purchasing shares, what is the normal check processing time?

Checks received in the mail (and wire transfers) are normally processed on the
same business day as they are received.

How soon will I start earning income on my purchase?

For AARP Mutual Funds paying daily dividends, income begins to accrue on the
business day following the actual execution of the order. For AARP Money Funds,
purchases made by wire and received before noon on any business day are executed
at noon and begin earning income the same day.

What about third-party transactions?

Purchases and redemptions made through a member of the National Association of
Securities Dealers, Inc. at the investor's request may incur a fee for services
rendered.

Can I add another AARP Mutual Fund to my existing account?

Yes, you may open another AARP Mutual Fund at any time. Your new fund will have
the same account number and registration as your existing fund(s).

When are redemptions processed?

   
Redemption requests received in good order before the regular close of trading
on the Exchange (normally 4:00 p.m. Eastern time) will be processed on the same
day at that night's closing share price. Requests received after 4:00 will be
processed on the next business day.
    

When can I expect to receive my money?

   
If you purchase shares by check or by phone and then redeem them by letter
within seven business days of the purchase, the redemption proceeds may be held
until the purchase check has cleared, but then your redemption proceeds will be
mailed to you promptly. We will not accept redemption requests by phone or
checkwriting prior to the expiration of the seven business day period.
    

Are there any purchase restrictions?

AARP Mutual Funds do not permit a pattern of frequent purchases and sales in
response to short-term changes in share price. (This restriction does not apply
to AARP Money Funds. AARP Mutual Funds and Scudder Investor Services, Inc.
reserve the right to reject purchases or exchanges for any reason.)


                                   Prospectus
                                       91
<PAGE>

SERVICE PROVIDERS OF THE AARP MUTUAL FUNDS
================================================================================

Legal Counsel

Dechert Price & Rhoads

Independent Accountants

Price Waterhouse LLP, Boston, MA

Underwriter

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

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

Custodians

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

Fund Accounting Agent

Scudder Fund Accounting Corporation, Two International Place, Boston, MA (a
subsidiary of the Fund Manager) 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 the Fund Manager)

Investment Adviser

Scudder Kemper Investments, Inc., Two International Place, Boston, MA is
investment adviser for the AARP Mutual Funds.

Subadviser

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


                                   Prospectus
                                       92
<PAGE>

TRUSTEES AND OFFICERS
================================================================================

CAROLE LEWIS ANDERSON, Trustee; President, MASDUN Capital Advisors; Principal,
Suburban Capital Markets, Inc.; Director, VICORP Restaurants, Inc.; Trustee,
Hasbro Children's Foundation and Mary Baldwin College; Member of the Board,
Association for Corporate Growth of Washington, D.C. (1993-1996).

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

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's Group Health Insurance Plan; Board Liaison Member,
National Volunteer Leadership Network Advisory Committee; Chair, Board
Operations Committee; AARP State Director of Florida (1990-1992). (AARP Managed
Investment Portfolios Trust and AARP Income Trust only.)

LINDA C. COUGHLIN*, Chairperson and Trustee; Managing Director, Scudder Kemper
Investments, Inc., Director and Senior Vice President, Scudder Investor
Services, Inc.

HORACE B. DEETS, Vice Chairman of each Trust and Trustee of AARP Cash Investment
Funds and AARP Tax Free Income Trust only; Executive Director, American
Association of Retired Persons.

EDGAR R. FIEDLER, Trustee; Senior Fellow and Economic Counselor, The Conference
Board, Inc.

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

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.

JEAN GLEASON STROMBERG, Trustee; Consultant; Director, Financial Institutions
Issues, U.S. General Accounting Office (11/96 - 9/97); Partner, Fulbright &
Jaworski - law firm (1978 - 1996).


                                   Prospectus
                                       93
<PAGE>

WILLIAM GLAVIN*, Vice President

JOHN HEBBLE*, Assistant Treasurer

THOMAS W. JOSEPH*, Vice President

THOMAS F. McDONOUGH*, Vice President and Assistant Secretary

JAMES W. PASMAN*, Vice President

KATHRYN L. QUIRK*, Vice President, Treasurer and Secretary

HOWARD SCHNEIDER*, Vice President

CORNELIA M. SMALL*, President

*Scudder Kemper Investments, Inc.


                                   Prospectus
                                       94
<PAGE>


                                  [BLANK PAGE]



<PAGE>


                                  [BLANK PAGE]



<PAGE>


                                  [BLANK PAGE]



<PAGE>

                                     NOTES
                                     -----




                                   Prospectus
                                       95
<PAGE>


                                     NOTES
                                     -----




                                   Prospectus
                                       96

<PAGE>
                      AARP INVESTMENT PROGRAM FROM SCUDDER

                           AARP Cash Investment Funds:
                          AARP HIGH QUALITY MONEY FUND

                               AARP Income Trust:
                     AARP HIGH QUALITY SHORT TERM BOND FUND
                        AARP GNMA and U.S. TREASURY 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 GROWTH AND INCOME FUND
                          AARP SMALL COMPANY STOCK FUND

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




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

                       STATEMENT OF ADDITIONAL INFORMATION

                                February 1, 1998

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




      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, 1998, 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........................................................5
      AARP Tax Free Income Funds...............................................8
      AARP Growth Funds.......................................................13
      AARP Managed Investment Portfolios......................................18
      Special Investment Policies of the AARP Funds...........................19
      General Investment Policies of the AARP Funds...........................35
      Investment Restrictions.................................................35

PURCHASES.....................................................................41
      General Information.....................................................41
      Checks..................................................................41
      Share Price.............................................................41
      Share Certificates......................................................42
      Direct Deposit Program..................................................42
      Wire Transfers..........................................................42
      Holidays................................................................42
      Other Information.......................................................42

REDEMPTIONS...................................................................43
      General Information.....................................................43
      Redemption by Telephone.................................................43
      Redemption by Mail or Fax...............................................44
      Redemption by Checkwriting..............................................45
      Redemption-in-Kind......................................................45
      Other Information.......................................................45

EXCHANGES.....................................................................45

TRANSACT BY PHONE.............................................................46
      Purchasing Shares by Transact by Phone..................................47
      Redeeming Shares by Transact by Phone...................................47

FEATURES AND SERVICES OFFERED BY THE FUNDS....................................47
      Automatic Dividend Reinvestment.........................................47
      Distributions Direct....................................................47
      Reports to Shareholders.................................................47
      Consolidated Statements.................................................48

RETIREMENT PLANS..............................................................48
      AARP No-Fee Individual Retirement Account ("AARP No-Fee IRA")...........48
      AARP Keogh Plan.........................................................49

OTHER PLANS...................................................................50
      Automatic Investment....................................................50
      Automatic Withdrawal Plan...............................................50
      Direct Payment of Regular Fixed Bills...................................50

DIVIDENDS AND YIELD...........................................................51
      Performance Information: Computation of Yields and Total Return.........52
      Taking a Global Approach................................................59

TRUST ORGANIZATION............................................................59
<PAGE>

                          TABLE OF CONTENTS (continued)

                                                                            Page

MANAGEMENT OF THE FUNDS.......................................................61
      Personal Investments by Employees of Scudder............................67

TRUSTEES AND OFFICERS.........................................................67

REMUNERATION..................................................................72

DISTRIBUTOR...................................................................74

TAXES.........................................................................75

BROKERAGE AND PORTFOLIO TURNOVER..............................................79
      Brokerage Commissions...................................................79
      Portfolio Turnover......................................................81

NET ASSET VALUE...............................................................82
      AARP Money Funds........................................................82
      AARP Non-Money Market Funds.............................................82

ADDITIONAL INFORMATION........................................................83
      Experts.................................................................83
      Shareholder Indemnification.............................................83
      Ratings of Corporate Bonds..............................................84
      Ratings of Commercial Paper.............................................84
      Ratings of Municipal Bonds..............................................84
      Other Information.......................................................85
      Tax-Exempt Income vs. Taxable Income....................................88

FINANCIAL STATEMENTS..........................................................89


                                       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 are 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, 1998
(the  "Prospectus").  AARP endorses  this program  which was developed  with the
assistance of Scudder  Kemper  InvestmentsScudder,  Stevens & Clark,  Inc.,  now
Scudder Kemper Investments, Inc., ("the Fund Manager" or "Scudder"), a firm with
over 75 years of investment  counseling and management  experience.  Scudder 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,  diversified  management  investment
company authorized to issue its shares of beneficial interest in separate series
("the 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
and 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.

      Scudder  Kemper  Investments,  Inc.  (the "Fund  Manager"),  an investment
counsel firm,  acts as investment  adviser to the Fund. This  organization,  the
predecessor  of which is Scudder  Kemper  Investments,  Inc., is one of the most
experienced  investment  counsel  firms  in the U.  S. 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  the  Fund  Manager  introduced  Scudder
International  Fund, Inc., the first mutual fund available in the U.S. investing
internationally  in  securities  of issuers in several  foreign  countries.  The
predecessor  firm  reorganized  from a partnership  to a corporation on June 28,
1985. On June 26, 1997, Scudder Kemper  Investments,  Inc.  ("Scudder")  entered
into an agreement with Zurich  Insurance  Company  ("Zurich")  pursuant to which
Scudder and Zurich  agreed to form an alliance.  On December  31,  1997,  Zurich
acquired a majority interest in Scudder, and Zurich Kemper Investments,  Inc., a
Zurich  subsidiary,  became part of Scudder.  Scudder's name has been changed to
Scudder Kemper Investments, Inc.

     Founded in 1872, Zurich is a multinational,  public  corporation  organized
under the laws of Switzerland.  Its home office is located at Mythenquai 2, 8002
Zurich,  Switzerland.  Historically,  Zurich's  earnings  have resulted from its
operations as an insurer as well as from its ownership of its  subsidiaries  and
affiliated  companies  (the  "Zurich  Insurance  Group").  Zurich and the Zurich
Insurance  Group provide an extensive  range of insurance  products and services
and have branch offices and  subsidiaries  in more than 40 countries  throughout
the world.
    

Master/feeder structure

   
     The Board of Trustees has the discretion to retain the current distribution
arrangement  for the Fund while  investing  in a master fund in a  master/feeder
structure as described below.

      A  master/feeder  fund structure is one in which a fund (a "feeder fund"),
instead of investing directly in a portfolio of securities,  invests most or all
of its  investment  assets in a  separate  registered  investment  company  (the
    

<PAGE>

   
"master fund") with substantially the same investment  objective and policies as
the feeder fund.  Such a structure  permits the pooling of assets of two or more
feeder funds,  preserving  separate  identities or distribution  channels at the
feeder  fund  level.  Based on the  premise  that  certain  of the  expenses  of
operating an investment  portfolio are  relatively  fixed,  a larger  investment
portfolio may eventually  achieve a lower ratio of operating expenses to average
net assets. An existing  investment  company is able to convert to a feeder fund
by  selling  all  of  its  investments,   which  involves  brokerage  and  other
transaction  costs and realization of a taxable gain or loss, or by contributing
its assets to the master  fund and  avoiding  transaction  costs and,  if proper
procedures are followed, the realization of taxable gain or loss.  Master/feeder
structure.  Each Trust's Board of Trustees  approved a proposal  which gives the
respective  Board of Trustees the discretion to retain the current  distribution
arrangement  for the Funds while  investing in a master fund in a  master/feeder
fund structure as described below.
    

      A  master/feeder  fund structure is one in which a fund (a "feeder fund"),
instead of investing directly in a portfolio of securities,  invests most or all
of its  investment  assets in a  separate  registered  investment  company  (the
"master fund") with substantially the same investment  objective and policies as
the feeder fund.  Such a structure  permits the pooling of assets of two or more
feeder funds,  preserving  separate  identities or distribution  channels at the
feeder  fund  level.  Based on the  premise  that  certain  of the  expenses  of
operating an investment  portfolio are  relatively  fixed,  a larger  investment
portfolio may eventually  achieve a lower ratio of operating expenses to average
net assets. An existing  investment  company is able to convert to a feeder fund
by  selling  all  of  its  investments,   which  involves  brokerage  and  other
transaction  costs and realization of a taxable gain or loss, or by contributing
its assets to the master  fund and  avoiding  transaction  costs and,  if proper
procedures are followed, the realization of taxable gain or loss.

Summary of Advantages and Benefits

o    Experienced  Professional  Management:  Scudder Kemper  Investments,  Inc.,
     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 may  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-loadT, so you pay no sales
     charges to purchase,  transfer or redeem shares,  nor do you pay Rule 12b-1
     (i.e., distribution) 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 With Growth 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 dividends quarterly and the AARP U.S. Stock Index Fund, the AARP Global
     Growth Fund, the AARP Capital Growth Fund,  the AARP  International  Growth
     and Income Fund,  the AARP Small Company Stock Fund,  the AARP  Diversified
     Income with Growth Portfolio 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.



                                       2
<PAGE>

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.

                  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 Fund is  designed  to provide  current
income.  In doing  so,  the Fund  seeks to  maintain  stability  and  safety  of
principal  and a  constant  net asset  value of $1.00 per share  while  offering
liquidity.  There may be circumstances under which this goal cannot be achieved.
The Fund also has an  educational  objective  to help  shareholders,  especially
individuals  planning for and living in  retirement,  make  informed  investment
decisions.  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 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:

                                       3
<PAGE>

      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
Corporation ("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 adopted
proposed to the federal rules regulating  quality,  maturity and diversification
requirements  of money  market  funds,  like the Fund.  Money  market funds must
comply  with  the  revised  rule by July 1,  1998.  The  Fund  intends  to be in
compliance  with the amended  requirements  by that date. 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;
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


                                       4
<PAGE>

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

      ("AARP  High  Quality  Short  Term Bond  Fund,"  See  "AARP  GNMA and U.S.
Treasury  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 High Quality Short Term Bond Fund.  The Fund is designed to produce a
high level of current income but with less risk of loss to the Fund's  portfolio
than other short-term bond mutual funds, measured by the frequency and amount by
which  total  return  fluctuates  downward.  The Fund  pursues  this  investment
objective by investing  primarily in high-quality,  short-term U.S.  Government,
corporate and other  fixed-income  securities.  The Fund also has an educational
objective to help shareholders,  especially  individuals planning for and living
in retirement,  make informed investment decisions.  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 high quality U.S. government, corporate
and other fixed-income securities.  It may purchase any investments eligible for
the AARP  GNMA  and  U.S.  Treasury  Fund  corporate  notes  and  bonds,  and 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 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.

      Except  for  limitations  in  the  Fund's   investment   restrictions  and
percentage  limitations  on  investments  on securities  denominated  in foreign
currencies set forth in the  prospectus,  there is no limit 20% limit on foreign
currency-denominated  investments,  5% foreign currency 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 Short Term Bond Fund
are  designed  to provide a  portfolio  that  combines  primarily  high  quality
securities  with  investments  that attempt to reduce its market price risk.  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
    

                                       5
<PAGE>

   
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 Short Term 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 GNMA and U.S.  Treasury  Fund. The Fund is designed to produce a high level
of current  primarily  income but with less risk of loss to the Fund's portfolio
than other GNMA  mutual  funds,  measured by the  frequency  and amount by which
total return fluctuates downward.  The Fund pursues this investment objective by
investing  in  high-quality  Government  National  Mortgage  Association  (GNMA)
securities and U.S. Treasury bills, notes and bonds issued or backed by the full
faith  and  credit  of the U.S.  Government.  The Fund  also has an  educational
objective to help shareholders,  especially  individuals planning for and living
in retirement,  make informed investment decisions.  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 most  conservative  choice.  Although past performance is no guarantee of
future  performance,  historically,  this Fund  offers  higher  yields than such
short-term   investments  as  insured  savings   accounts,   insured  six  month
certificates of deposit and fixed-price money market funds.

      The Fund invests in U.S. Treasury bills, notes and bonds; other securities
issued or backed by the full faith and credit of the U.S. Government, including,
but  not  limited  to,  Government   National  Mortgage   Association   ("GNMA")
mortgage-backed  securities,  Merchant  Marine Bonds  guaranteed by the Maritime
Administration  and obligations of the  Export-Import  Bank;  financial  futures
contracts with respect to such securities;  options on either such securities or
such financial futures contracts;  and bank repurchase agreements.  At least 65%
of the Fund's net assets will be directly invested in U.S. Treasury obligations,
including GNMAs. 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.

                                       6
<PAGE>

     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   tend  to   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 Bond Fund for Income. The Fund is designed to produce a high level of
current income but with less risk of loss to its portfolio than other  long-term
bond mutual  funds,  measured by the  frequency and amount by which total return
fluctuates  downward.  The Fund pursues this  investment  objective by investing
primarily in short-, medium- and long-term investment-grade debt securities. The
Fund  also  has  an  educational  objective  to  help  shareholders,  especially
individuals  planning for and living in  retirement,  make  informed  investment
decisions.

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

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

                                       7
<PAGE>

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

      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 Fund is designed to provide
current  income free from federal  income taxes.  In doing so, the Fund seeks to
maintain  stability  and safety of  principal  and a constant net asset value of
$1.00 per  share  while  offering  liquidity.  The Fund also has an  educational
objective to help shareholders,  especially  individuals planning for and living
in retirement,  make informed  investment  decisions.  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.

      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)

                                       8
<PAGE>

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.

     AARP Insured Tax Free General Bond Fund.  The Fund is designed to produce a
high level of current  income free from federal  income taxes but with less risk
of loss to its portfolio than other insured tax-free bond mutual funds, measured
by the frequency and amount by which total return fluctuates downward.  The Fund
pursues  this  investment  objective by  investing  primarily  in  high-quality,
federally  tax-exempt  municipal  securities that are insured to protect against
default by the municipality.  The Fund also has an educational objective to help
shareholders, especially individuals planning for and living in retirement, make
informed investment decisions.  The AARP Insured Tax Free General Bond Fund is a

                                       9
<PAGE>

separate  series of AARP Tax Free Income Trust.  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,  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.

                                       10
<PAGE>

     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.

      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

                                       11
<PAGE>

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 or taxable  ordinary income may be realized
upon the sale or maturity  and  payment of certain  obligations  purchased  at a
market discount.

AARP Growth Funds

      (See "AARP  Balanced  Stock and Bond Fund," "AARP Growth and Income Fund,"
"AARP U.S.  Stock Index Fund," "AARP Global Growth  Fund," "AARP Capital  Growth
Fund," "AARP  International  Growth and Income  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 Fund is  designed  to  provide
long-term  capital growth and income but with less risk of loss to its portfolio
than other balanced mutual funds,  measured by the frequency and amount by which
total return fluctuates downward.  The Fund pursues this investment objective by
investing  primarily in a diversified mix of stocks with above-average  dividend

                                       12
<PAGE>

yields,  high-quality bonds, and cash reserves. The Fund also has an educational
objective to help shareholders,  especially  individuals planning for and living
in retirement, make informed investment decisions.

       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
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.

                                       13
<PAGE>

      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.  The Fund is  designed to provide  long-term
capital growth and income but with less risk of loss to its portfolio than other
growth and income  mutual  funds,  measured by the frequency and amount by which
total return fluctuates downward.  The Fund pursues this investment objective by
investing  primarily in common  stocks with  above-average  dividend  yields and
fixed-income  securities  convertible  into common stocks.  The Fund also has an
educational objective to help shareholders,  especially individuals planning for
and living in retirement, make informed investment decisions.

      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.  The Fund is  designed to provide  long-term
capital  growth and income but with less risk of loss to its  portfolio  than an
S&P 500 Index mutual fund,  measured by the  frequency and amount by which total
return  fluctuates  downward.  The Fund  pursues  this  investment  objective by
emphasizing common stocks with above-average  dividend yields, while maintaining
investment characteristics otherwise similar to the S&P 500 Index. The Fund also
has an  educational  objective  to  help  shareholders,  especially  individuals
planning for and living in retirement, make informed investment decisions.

     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
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

                                       14
<PAGE>

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. The Fund is designed to provide  long-term capital
growth  but with less risk of loss to its  portfolio  than other  global  growth
mutual  funds,  measured  by the  frequency  and  amount by which  total  return
fluctuates  downward.  The Fund pursues this  investment  objective by investing
primarily  in common  stocks of  established  corporations  in a wide variety of
developed  countries,  including  the  U.S.  The Fund  also  has an  educational
objective to help shareholders,  especially  individuals planning for and living
in retirement, make informed investment decisions.

      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.  The Fund is  designed  to provide  long-term
capital  growth but with less risk of loss to its  portfolio  than other  growth
funds,  measured by the  frequency  and amount by which total return  fluctuates
downward. The Fund pursues this investment objective by investing primarily in a
diversified mix of common stocks and  fixed-income  securities  convertible into
common stocks of established  medium- and large-sized  companies.  The Fund also
has an  educational  objective  to  help  shareholders,  especially  individuals
planning  for and living in  retirement,  make  informed  investment  decisions.
Through a broadly diversified  portfolio  consisting  primarily of high quality,
medium- to  large-sized  companies  with strong  competitive  positions in their
industries  and reasonable  stock market  valuation 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
    

                                       15
<PAGE>

   
invest in preferred stocks consistent with the Fund's objective.  The securities
in which the Fund may invest are described  under "AARP Capital  Growth Fund" in
the Prospectus.

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

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

      AARP International Growth and Income Fund. The Fund is designed to provide
long-term  capital growth and income but with less risk of loss to its portfolio
than other international  mutual funds,  measured by the frequency and amount by
which  total  return  fluctuates  downward.  The Fund  pursues  this  investment
objective by investing  primarily in a diversified  portfolio of foreign  common
stocks with above-average  dividend yields and foreign  fixed-income  securities
convertible  into common stocks.  The Fund also has an educational  objective to
help shareholders, especially individuals planning for and living in retirement,
make informed  investment  decisions.  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.  The Fund is designed to provide  long-term
capital  growth but with less risk of loss to its  portfolio  compared  to other
small company stock mutual funds,  measured by the frequency and magnitude  with
which  total  return  fluctuates  downward.  The Fund  pursues  this  investment
objective by investing  primarily in a broadly  diversified  portfolio of common
stocks of small U.S.  companies.  The Fund also has an educational  objective to
help shareholders, especially individuals planning for and living in retirement,
make informed investment decisions.

                                       16
<PAGE>

   
      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 Depository  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.
Like most  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 the
Index, before expenses,  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.
    

      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 Indexr and that the Fund Manager  believes are  undervalued
relative to the stocks in Russell  2000  Indexr.  The  Russell  2000 Indexr 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.

      The Fund takes a diversified approach to investing in small capitalization
stocks which overall have dividend yields above the average yield of the Russell
2000 Indexr.  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

      The AARP Managed  Investment  Portfolios are two  professionally  managed,
diversified  portfolios  of the AARP Managed  Investment  Portfolios  Trust (the
"Trust").  In pursuit of its investment  objective,  each Portfolio invests in a
select mix of the 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,  with a goal to seek  competitive  returns but with
less risk of loss to the Fund's  portfolio  than a  comparable  mix of stock and
bond  funds,  measured  by the  amount  and  frequency  by  which  total  return
fluctuates downward.

   
       AARP Diversified  Income With Growth  Portfolio.  The Diversified  Income
with Growth  Portfolio  seeks to provide  quarterly  current  income with modest
long-term  appreciation.  This  investment  objective is pursued by diversifying
among a mix of AARP bond  mutual  funds,  and to a lesser  degree in AARP  stock
mutual  funds.  EachThe  AARP  Mutual Fund iss are managed to reduce the risk of
loss to its portfolio compared to similar mutual funds.
    



                                       17
<PAGE>

   
      AARP Diversified  Growth Portfolio.  The AARP Diversified Growth Portfolio
seeks to provide  long-term  growth of capital.  This  investment  objective  is
pursued by diversifying  among a mix of AARP Stock Mutual Funds, and to a lesser
degree in AARP Bond Mutual Funds.

       The  Funds  also  have an  educational  objective  to help  shareholders,
especially  individuals  planning  for and living in  retirement  make  informed
investment decisions.
    

       

      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 With Growth 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 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.

Special Investment Policies of the AARP Funds

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

Dollar Roll  Transactions.  Each of the Funds in the AARP Income  Trust,  namely
AARP GNMA and U.S.  Treasury  Fund,  AARP High Quality  Short Term Bond Fund and
AARP Bond Fund for Income,  may enter into  "dollar  roll"  transactions,  which
consist   of  the  sale  by  the  Funds  to  a  bank  or   broker/dealers   (the
"counterparty")  of  GNMA  certificates  or  other  mortgage-backed   securities
together with a commitment to purchase from the  counterparty  similar,  but not
identical,  securities  at a future date,  at the same price.  The  counterparty
receives all principal and interest payments, including prepayments, made on the
security while it is the holder.  The Funds receive a fee from the  counterparty
as consideration for entering into the commitment to purchase.  Dollar rolls may
be  renewed  over a period of  several  months  with a  different  purchase  and
repurchase  price  fixed  and a cash  settlement  made at each  renewal  without
physical delivery of securities.  Moreover, the transaction may be preceded by a
firm commitment agreement pursuant to which the Funds agree to buy a security on
a future date.

   
      The Funds will not use such  transactions  for  leveraging  purposes  and,
accordingly,  will segregate  cash, U.S.  Government  securities or other liquid
assets  high  grade  debt  obligations  in an amount  sufficient  to meet  their
purchase obligations under the transactions.  Each Fund will also maintain asset
coverage of at least 300% for all outstanding firm commitments, dollar rolls and
other borrowings.
    

                                       18
<PAGE>

      Dollar rolls are treated for purposes of the 1940 Act as borrowings of the
Funds  because they involve the sale of a security  coupled with an agreement to
repurchase.  Like all borrowings, a dollar roll involves costs to the Funds. For
example,  while  the  Funds  receive  a fee as  consideration  for  agreeing  to
repurchase the security,  the Funds forgo the right to receive all principal and
interest payments while the counterparty  holds the security.  These payments to
the counterparty may exceed the fee received by the Funds,  thereby  effectively
charging the Funds interest on their borrowing.  Further, although the Funds can
estimate the amount of expected principal prepayment over the term of the dollar
roll, a variation in the actual amount of prepayment  could increase or decrease
the cost of each Fund's borrowing.

      The entry into  dollar  rolls  involves  potential  risks of loss that are
different from those related to the securities underlying the transactions.  For
example,  if the counterparty  becomes  insolvent,  the Funds' right to purchase
from the  counterparty  might be  restricted.  Additionally,  the  value of such
securities  may change  adversely  before the Funds are able to  purchase  them.
Similarly, the Funds may be required to purchase securities in connection with a
dollar  roll at a higher  price  than may  otherwise  be  available  on the open
market.  Since,  as noted  above,  the  counterparty  is  required  to deliver a
similar,  but not identical  security to the Funds,  the security that the Funds
are  required to buy under the dollar  roll may be worth less than an  identical
security.  Finally,  there can be no  assurance  that the Funds' use of the cash
that  they  receive  from a dollar  roll  will  provide  a return  that  exceeds
borrowing costs.

      The  Trustees of the Funds have  adopted  guidelines  to ensure that those
securities  received are  substantially  identical to those sold.  To reduce the
risk  of  default,  the  Funds  will  engage  in  such  transactions  only  with
counterparties selected pursuant to such guidelines.

      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

                                       19
<PAGE>

different purposes and secured differently than those described above.

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

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

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

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

     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.
    

                                       20
<PAGE>

      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  Short  Term 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
(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.

   
      Tax-exempt  custodial  receipts.  The  AARP Tax Free  Funds  may  purchase
tax-exempt  custodial  receipts (the "Receipts") which evidence  ownership in an
underlying bond that is deposited with a custodian for  safekeeping.  Holders of
the Receipts  receive all payments of  principal  and interest  when paid on the
bonds. Receipts can be purchased in an offering or from a financial counterparty
(typically an investment banker). To the extent that any Receipt is illiquid, it
is subject to the Fund's limit on illiquid securities.
    

      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

                                       21
<PAGE>

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.

     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

                                       22
<PAGE>

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

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

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

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

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

                                       23
<PAGE>

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

      Real Estate Investment Trusts. Each of the Funds in the AARP Growth Trust,
as well as the AARP High Quality Short Term Bond Fund and the AARP Bond Fund for
Income,  may invest in REITs.  REITs are sometimes  informally  characterized as
equity REITs,  mortgage REITs and hybrid REITs.  Investment in REITs may subject
the Fund to risks associated with the direct  ownership of real estate,  such as
decreases in real estate values,  overbuilding,  increased competition and other
risks related to local or general  economic  conditions,  increases in operating
costs and  property  taxes,  changes in zoning  laws,  casualty or  condemnation
losses, possible environmental  liabilities,  regulatory limitations on rent and
fluctuations  in rental income.  Equity REITs generally  experience  these risks
directly  through fee or leasehold  interests,  whereas mortgage REITs generally
experience  these  risks  indirectly  through  mortgage  interests,  unless  the
mortgage REIT  forecloses  on the  underlying  real estate.  Changes in interest
rates may also affect the value of the Fund's investment in REITs. For instance,
during  periods of declining  interest  rates,  certain  mortgage REITs may hold
mortgages that the mortgagors elect to prepay, which prepayment may diminish the
yield on securities issued by those REITs.

      Certain REITs have relatively small market capitalization,  which may tend
to increase the volatility of the market price of their securities. Furthermore,
REITs  are  dependent  upon   specialized   management   skills,   have  limited
diversification and are,  therefore,  subject to risks inherent in operating and
financing a limited  number of  projects.  REITs are also  subject to heavy cash
flow dependency, defaults by borrowers and the possibility of failing to qualify
for tax-free  pass-through of income under the Internal Revenue Code of 1986, as
amended  and to maintain  exemption  from the 1940 Act.  By  investing  in REITs
indirectly  through  the  Fund,  a  shareholder  will  bear  not only his or her
proportionate share of the expenses of the Fund, but also,  indirectly,  similar
expenses of the REITs. In addition,  REITs depend  generally on their ability to
generate cash flow to make distributions to shareholders.

   
       Mortgage-Backed Securities and Mortgage Pass-Through Securities. The AARP
GNMA and U.S.  Treasury Fund and the AARP High Quality Short Term Bond Fund, the
AARP Bond Fund for Income,  the AARP  Balanced  Stock and Bond Fund and the AARP
Growth  and  Income  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 Short Term Bond Fund,  the AARP Bond Fund for Income,  and the
AARP Balanced Stock and Bond Fund may also invest in debt  securities  which are
secured  with   collateral   consisting  of   mortgage-backed   securities  (see
"Collateralized  Mortgage Obligations"),  and in other types of mortgage-related
securities.
    

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

      When interest rates rise, mortgage prepayment rates tend to 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.  Because  principal  may be  prepaid at any time,
mortgage-backed  securities  may involve  significantly  greater price and yield
volatility than traditional debt securities.  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
    

                                       24
<PAGE>

   
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.

Collateralized  Mortgage Obligations ("CMOs").  The AARP High Quality Short Term
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.  The prices of certain CMOs,
    

                                       25
<PAGE>

   
depending on their structure and the rate of prepayments,  can be volatile. Some
CMOs may also not be as liquid as other securities.
    

      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  Short Term 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 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.

                                       26
<PAGE>

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 and AARP Bond Fund for Income 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"  (TIGRST)  and  Certificate  of Accrual on  Treasuries
(CATST).  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
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).

                                       27
<PAGE>

   
      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,  rated  lower  than Baa by  Moody's  or lower  than BBB by S&P
(hereinafter  referred to as "lower rated securities") or which are unrated, but
deemed  equivalent  to those rated below  investment-grade  by the Fund  Manager
(commonly  referred  to as "junk  bonds").  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 securities.  During the period between  purchase and settlement,  no
payment is made on behalf of the Fund and no  interest  accrues to the Fund.  To
the extent that assets of the Fund are not invested prior to the settlement of a
purchase  of  securities,  the Fund  will  earn no  income;  however,  it is the
intention of each Fund to be fully invested to the extent  practicable,  subject
to the policies stated above.  While securities  purchased on a forward delivery
or when-issued basis may be sold prior to the settlement date, each of the above
Funds intends to purchase such securities with the purpose of actually acquiring
them for its portfolio unless a sale appears  desirable for investment  reasons.
At the time the commitment to purchase a debt security on a forward  delivery or
when-issued basis is made, the transaction will be recorded and the value of the
security will be reflected in determining its net asset value.  The market value
of the when-issued or forward  delivery  securities may be more or less than the
purchase  price payable at settlement  date. The Funds do not believe that their
net asset value or income will be adversely  affected by their  purchase of debt
securities on a when-issued or forward delivery basis.  Each Fund will establish
with its  custodian a segregated  account in which it will maintain  cash,  U.S.
Government  securities  and other liquid assets  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  Growth and Income 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

                                       28
<PAGE>



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 liquid assets 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  liquid
assetshigh 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.

      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

                                       29
<PAGE>

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 Growth and Income
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
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

                                       30
<PAGE>

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.  
    

     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
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.



                                       31
<PAGE>

    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 15% 10% of its assets in illiquid securities.
    

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

                                       32
<PAGE>

   
      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.
    

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

       Investors should recognize that investing in foreign securities  involves
certain special  considerations,  including those set forth below, which are not
typically  associated  with investing in United States  securities and which may
favorably or unfavorably affect the Funds' performance. As foreign companies are
not generally subject to uniform  accounting,  auditing and financial  reporting
standards, practices and requirements comparable to those applicable to domestic
companies,  there may be less  publicly  available  information  about a foreign
company than about a domestic company.  Many foreign securities  markets,  while
growing in volume of trading activity,  have  substantially less volume than the
U.S.  market,  and  securities of some foreign  issuers are less liquid and more
volatile than securities of domestic issuers. Similarly, volume and liquidity in
most  foreign  bond  markets is less than in the United  States  and,  at times,
volatility of price can be greater than in the United States.  Fixed commissions
on some foreign  securities  exchanges  and bid to asked spreads in foreign bond
markets are generally  higher than  commissions  on bid to asked spreads on U.S.
markets,  although  the Funds will  endeavor to achieve the most  favorable  net
results on their  portfolio  transactions.  There is generally  less  government
supervision and regulation of securities exchanges, brokers and listed companies
than  in the  U.S.  It may be  more  difficult  for the  Funds'  agents  to keep
currently  informed  about  corporate  actions  which may  affect  the prices of
portfolio  securities.  Communications  between  the United  States and  foreign
countries may be less reliable than within the United  States,  thus  increasing
the  risk  of  delayed   settlements  of  portfolio   transactions  or  loss  of
certificates for portfolio  securities.  Payment for securities without delivery
may be required in certain foreign markets. In addition, with respect to certain
foreign  countries,  there is the possibility of  expropriation  or confiscatory
taxation,  political or social  instability,  or diplomatic  developments  which
could affect  United  States  investments  in those  countries.  Investments  in

                                       33
<PAGE>

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 Short Term 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.  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.
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.

       
 
General Investment Policies of the AARP Funds

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

      The AARP Funds 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

                                       34
<PAGE>

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.

     Each  Fund has  elected  to be  classified  as a  diversified  series of an
open-end investment company.

   
     In addition,  as a matter of  fundamental  policy,  will not:
    

(A)

     (1)  borrow money,  except as permitted under the Investment Company Act of
          1940,  as  amended,  and as  interpreted  or  modified  by  regulatory
          authority having jurisdiction, from time to time;

     (2)  issue  senior  securities,  except as permitted  under the  Investment
          Company Act of 1940,  as amended,  and as  interpreted  or modified by
          regulatory authority having jurisdiction, from time to time;

     (3)  engage in the business of  underwriting  securities  issued by others,
          except to the extent that the Fund may be deemed to be an  underwriter
          in connection with the disposition of portfolio securities;
       

     (4)  purchase or sell real estate,  which term does not include  securities
          of companies  which deal in real estate or  mortgages  or  investments
          secured by real  estate or  interests  therein,  except  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;

     (5)  purchase  physical  commodities  or  contracts  relating  to  physical
          commodities; or

     (6)  make loans to other persons, except (i) loans of portfolio securities,
          and (ii) to the extent that entry into  repurchase  agreements and the
          purchase  of  debt   instruments  or  interests  in   indebtedness  in
          accordance  with the Fund's  investment  objective and policies may be
          deemed to be loans.

   
(B)  In addition,  as a matter of fundamental  policy, each Fund other than AARP
     Diversified  Income  with  Growth  Portfolio  and AARP  Diversified  Growth
     Portfolio will not:

     (1)  concentrate its investments in a particular industry,  as that term is
          used  in the  Investment  Company  Act of  1940,  as  amended,  and as
          interpreted or modified by regulatory  authority having  jurisdiction,
          from time to time (except  that each of AARP High  Quality  Money Fund
          and AARP High  Quality  Tax Free Money Fund  reserves  the  freedom of
          action  to  concentrate  its  investments  in  instruments  issued  by
          domestic banks).

(C)  In addition,  as a matter of fundamental  policy,  each of AARP Diversified
     Income with Growth Portfolio and AARP Diversified
     Growth Portfolio will not:

     (1)  concentrate  its  investments  in  investment  companies,  as the term
          "concentrate"  is used  in the  Investment  Company  Act of  1940,  as
          amended and interpreted by regulatory  authority  having  jurisdiction
          from  time to  time;  except  that  the  Fund  may  concentrate  in an
          underlying fund. However, each underlying fund in which each Fund will
          invest may concentrate its investments in a particular industry.

(D)  In addition,  as a matter of fundamental  policy, each of AARP High Quality
     Tax Free Money Fund and AARP Insured Tax Free General Bond Fund will:

     (1)  have at least 80% of its net assets  invested in  securities  that are
          exempt  from  Federal  income  tax  during  periods  of normal  market
          conditions.
    

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

                                       35
<PAGE>

   

      As a  matter  of  non-fundamental  policy,  each  of the  following  Funds
currently do not intend to:

     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  Growth and Income Fund,  AARP Small Company Stock Fund, AARP
     High Quality Short Term Bond Fund,  AARP GNMA and U.S.  Treasury Fund, AARP
     Bond Fund for Income,  AARP Diversified Income with Growth Portfolio,  AARP
     Diversified Growth Portfolio

          (1)  borrow money in an amount  greater  than 5% of its total  assets,
               except  for (i)  temporary  or  emergency  purposes  and  (ii) by
               engaging in reverse repurchase agreements, dollar rolls, or other
               investments or transactions described in the Trust's registration
               statement which may be deemed to be borrowings;

     AARP High Quality Money Fund, AARP High Quality Tax Free Money
     Fund, AARP Insured Tax Free General Bond Fund

          (1)  borrow money in an amount  greater  than 5% of its total  assets,
               except for temporary or emergency purposes;

     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 Growth and Income
     Fund, AARP Small Company Stock Fund

          (2) enter into either of reverse repurchase agreements or dollar rolls
          in an amount greater than 5% of its total assets;

     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  Growth and Income Fund,  AARP Small Company Stock Fund, AARP
     High Quality Short Term Bond Fund,  AARP GNMA and U.S.  Treasury Fund, AARP
     Bond Fund for Income,  AARP High Quality Tax Free Money Fund,  AARP Insured
     Tax Free General Bond Fund

          (3)  purchase  securities  on margin or make short  sales,  except (i)
               short sales against the box, (ii) in  connection  with  arbitrage
               transactions,  (iii)  for  margin  deposits  in  connection  with
               futures contracts,  options or other permitted investments,  (iv)
               that  transactions in futures  contracts and options shall not be
               deemed to constitute  selling  securities short, and (v) that the
               Fund may obtain such  short-term  credits as may be necessary for
               the clearance of securities transactions;

          (4)  purchase options,  unless the aggregate premiums paid on all such
               options  held by the  Fund at any time do not  exceed  20% of its
               total assets; or sell put options,  if as a result, the aggregate
               value of the obligations underlying such put options would exceed
               50% of its total assets;

          (5)  enter into futures contracts or purchase options thereon,  unless
               immediately  after  the  purchase,  the  value  of the  aggregate
               initial  margin with  respect to such futures  contracts  entered
               into on behalf of the Fund and the premiums paid for such options
               on futures  contracts does not exceed 5% of the fair market value
               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;

          (6)  purchase warrants if as a result,  such securities,  taken at the
               lower of cost or market value,  would  represent  more than 5% of
               the value of the Fund's total assets (for this purpose,  warrants
               acquired  in units or attached  to  securities  will be deemed to
               have no value); and
    

                                       36
<PAGE>

   
     AARP  High  Quality Money Fund, AARP High Quality  Short  Term
     Bond  Fund, AARP GNMA and U.S. Treasury Fund, AARP  Bond  Fund
     for  Income,  AARP  High  Quality Tax Free  Money  Fund,  AARP
     Insured Tax Free General Bond Fund

          (7)  lend  portfolio  securities  in an amount  greater than 5% of its
               total assets.
    

                                    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 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.

                                       37
<PAGE>

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.

   
     The  Fund  has  authorized  certain  members  of the  NASD  other  than the
Distributor  to accept  purchase and  redemption  orders for the Fund's  shares.
Those brokers may also designate other parties to accept purchase and redemption
orders on the Fund's behalf. Orders for purchase or redemption will be deemed to
have been received by the Fund when such brokers or their  authorized  designees
accept the orders. Subject to the terms of the contract between the Fund and the
broker,  ordinarily  orders  will be priced at the Fund's  net asset  value next
computed  after  acceptance  by such  brokers  or  their  authorized  designees.
Further,  if  purchases  or  redemptions  of the Fund's  shares are arranged and
settlement is made at an investor's  election  through any other authorized NASD
member, that member may, at its discretion,  charge a fee for that service.  The
Board of Trustees and the Distributor,  also the Fund's  principal  underwriter,
each has the right to limit the  amount of  purchases  by, and to refuse to sell
to, any person.  The Trustees and the  Distributor  may suspend or terminate the
offering of shares of the Fund at any time for any reason.
    

      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.

                                       38
<PAGE>

     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  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.

                                       39
<PAGE>

      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
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.

                                       40
<PAGE>

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  Growth and Income Fund,  AARP Small Company Fund, AARP U.S. Stock
Index Fund, AARP  Diversified  Income With Growth 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.

                                    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.

                                       41
<PAGE>

      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
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.

                                       42
<PAGE>

      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.

     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.

                                       43
<PAGE>

                                RETIREMENT PLANS

      Shares of AARP High Quality Money Fund,  AARP High Quality Short Term Bond
Fund, AARP GNMA and U.S. Treasury 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  Growth and
Income  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. Alternatively, if your compensation during the
taxable year exceeds your  spouse's and you file a joint income tax return,  you
may  contribute up to the lesser of $4,000 or 100% of your  aggregate  income to
separate  IRAs for yourself  and your spouse,  but no more than $2,000 to either
IRA.

       An individual  will be allowed a full deduction for  contributions  to an
AARP No-Fee IRA only if (1) neither the  individual,  nor his or her spouse,  if
they file a joint return,  is an active  participant  in an  employer-maintained
retirement  plan, or (2) the individual  (and his or her spouse,  if applicable)
has an  adjusted  gross  income  below a  certain  level  ($25,050  for a single
individual,  with a phase-out of the deduction for adjusted gross income between
$25,050 and $35,000; $40,050 for married individuals filing a joint return, with
a phase-out of the  deduction  for adjusted  gross  income  between  $40,050 and
$50,000). However, an individual not permitted to make a deductible contribution
may nonetheless make a nondeductible contribution to an AARP No-Fee IRA.

      Any AARP member who is entitled to receive a qualifying  distribution from
a qualified retirement plan (including a tax-sheltered  annuity plan) or another
IRA may make a rollover  contribution of all or any portion of the  distribution
to the AARP  No-Fee  IRA,  either in a direct  rollover  or within 60 days after
receipt of the distribution,  whether or not the member has attained age 70 1/2.
If a qualified  rollover  contribution  is made,  the  distribution  will not be
subject  to Federal  income  tax until  distributed  from the AARP  No-Fee  IRA;
however,  distributions  not directly  rolled over might be subject to automatic
20% federal tax withholding.

      AARP Mutual Fund  Representatives  are available to help you transfer your
IRA to the AARP No-Fee IRA. You pay no transfer fees for this  service.  An AARP
Mutual Fund Representative can help you with the paperwork, contact your present
IRA custodian,  help to transfer your funds to the AARP No-Fee IRA, and send you
a confirmation when your transfer is complete.

      Earnings on the AARP No-Fee IRA are not subject to current  Federal income
tax until distributed;  distributions are taxed as ordinary income.  Withdrawals
attributable to  nondeductible  contributions  are not taxable  (however,  early
withdrawals  of such  amounts  are  subject to  penalty).  The assets in an AARP
No-Fee IRA may be withdrawn without penalty after the participant reaches age 59

                                       44
<PAGE>

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                      Annual Rate of Return
      Age of       ------------------------------------------------------
  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.  Five-year  averaging has been  eliminated  for
taxable years  beginning  after  December 31, 1999. If members  eligible to join
this Plan choose to roll over  pension  and  profit-sharing  distributions  from
other  tax-qualified  retirement  plans,  they will  retain the right to use the
averaging method for such distributions.

     The Plans are prototype plans approved by the Internal Revenue Service.

      In general, distributions from tax-qualified plans, such as the AARP Keogh
Plan,  must  begin by  April  1st in the year  following  the year in which  the
participant  reaches age 70 1/2, or following the year in which the  participant
retires,  if later,  unless the participant is a 5% owner,  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.

                                       45
<PAGE>

   
Roth IRA:  Individual Retirement Account

      Shares of the Fund(s) may be purchased as the underlying investment for an
individual  Retirement  Account which meets the  requirements of Section 408A of
the Internal Revenue Code.

     A single  individual  earning below $95,000 can contribute up to $2,000 per
year to a Roth IRA. The maximum  contribution  amount  diminishes  and gradually
falls to zero for single filers with adjusted gross incomes ranging from $95,000
to $110,000.  Married  couples earning less than $150,000  combined,  and filing
jointly,  can  contribute a full $4,000 per year  ($2,000 per IRA).  The maximum
contribution  amount for married couples filing jointly phases out from $150,000
to $160,000.

      An eligible  individual  can contribute  money to a traditional  IRA and a
Roth IRA as long as the total  contribution  to all IRAs does not exceed $2,000.
No tax deduction is allowed  under Section 219 of the Internal  Revenue Code for
contributions to a Roth IRA.  Contributions to a Roth IRA may be made even after
the individual for whom the account is maintained has attained age 70 1/2.

     All  income  and  capital  gains  derived  from  Roth IRA  investments  are
reinvested  and  compounded  tax-free.  Such  tax-free  compounding  can lead to
substantial  retirement savings. No distributions are required to be taken prior
to the death of the original account holder.  If a Roth IRA has been established
for a minimum of five years,  distributions can be taken tax-free after reaching
age 59 1/2, for a first-time home purchase  ($10,000  maximum,  one-time use) or
upon death or disability.  All other  distributions  from a Roth IRA are taxable
and subject to a 10% tax penalty unless an exception applies.  Exceptions to the
10% penalty include: disability, excess medical expenses, the purchase of health
insurance for an unemployed individual and education expenses.

     An  individual  with an income of less than  $100,000  (who is not  married
filing  separately)  can roll his or her existing IRA into a Roth IRA.  However,
the individual  must pay taxes on the taxable  amount in his or her  traditional
IRA. Individuals who complete the rollover in 1998 will be allowed to spread the
tax payments over a four-year  period.  After 1998, all taxes on such a rollover
will have to be paid in the tax year in which the rollover is made.
    

                                   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.  Shareholders may designate which day they
want the automatic withdrawal to be processed. 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

                                       46
<PAGE>

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 10 days prior to the date of the
first automatic  withdrawal.  An Automatic  Withdrawal Plan may be terminated at
any time by the  shareholder,  the AARP Funds or their agents on written notice,
and will be  terminated  when all  shares of the Funds  under the Plan have been
liquidated  or upon receipt by the Funds of notice of death of the  shareholder.
For more information  concerning this plan, write to the AARP Investment Program
from  Scudder,  P.O.  Box  2540,  Boston,  MA  02208-2540  or  call,  toll-free,
1-800-253-2277.

Direct Payment of Regular Fixed Bills

      Shareholders who own or purchase $10,000 or more of shares of an AARP Fund
may arrange to have regular fixed bills such as rent, mortgage or other payments
of more  than $50  made  directly  from  their  account.  The  arrangements  are
virtually  the same as for an Automatic  Withdrawal  Plan (see above).  For more
information  concerning  this plan,  write to the AARP  Investment  Program from
Scudder,   P.O.  Box  2540,   Boston,   MA   02208-2540   or  call,   toll-free,
1-800-253-2277.

                               DIVIDENDS AND YIELD

            (See "UNDERSTANDING FUND PERFORMANCE" in the Prospectus.)

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  Growth and
Income 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.

                                       47
<PAGE>

      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.

      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 Fund ManagerAdviser, 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.

                                       48
<PAGE>

Performance Information: Computation of Yields and Total Return

a)   The AARP Money Funds

      From  time to  time,  quotations  of an AARP  Money  Fund's  yield  may be
included in advertisements, sales literature or shareholder reports. These yield
figures are calculated in the following manner:

      The  current  yield is the net  annualized  yield  based on a  specified 7
calendar-days  calculated at simple interest rates.  Current yield is calculated
by determining the net change,  exclusive of capital changes,  in the value of a
hypothetical pre-existing account having a balance of one share at the beginning
of the  period  and  dividing  such  change by the value of the  account  at the
beginning of the base period to obtain the base-period  return.  The base-period
return is then  annualized by  multiplying  it by 365/7;  the resultant  product
equals net annualized  current yield.  The current yield figure is stated to the
nearest  hundredth  of one percent.  The current  yield of the AARP High Quality
Money  Fund and the AARP High  Quality  Tax Free  Money  Fund for the  seven-day
period ended September 30, 1997 respectively, were 4.64% and 3.16%.

      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, 1997
respectively, were 4.64% and 3.16%.

      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.

                                       49
<PAGE>

   
                                                  Total Return
                                   --------------------------------------------
                                     One Year      Five Years     Ten Years
                                       Ended         Ended          Ended
                                      9/30/97       9/30/97       9/30/97(1)
                                      -------       -------       ----------

AARP High Quality Money Fund            4.72        3.85         5.15  
AARP High Quality Tax Free Money              
  Fund*                                 2.80        2.39         3.81
AARP High Quality Short Term Bond       8.15        6.19         8.54
AARP GNMA and U.S. Treasury             8.49        5.43         8.01
AARP Bond Fund for Income+              6.06        (life of Fund)
 
AARP Insured Tax Free General Bond      8.57        6.71         8.69 
AARP Balanced Stock and Bond Fund      27.34       15.00  (life of Fund)    
AARP Growth and Income                 40.70       21.30        14.57       
AARP U.S. Stock Index Fund+            21.22        (life of Fund)  
AARP Global Growth Fund                24.67       16.41  (life of Fund)      
AARP Capital Growth                    46.72       20.05        13.88   
AARP International Growth and                            
  Income Fund+                         15.73        (life of Fund)   
                               
AARP Small Company Stock Fund+         33.53        (life of Fund)  
AARP Diversified Income With            
  Growth Portfolio+                    93.5         (life of Fund)
                                                             
AARP Diversified Growth Portfolio+     16.00        (life of Fund)  
    

(1)   For the ten fiscal years ended September 30, 1997 for each of the above
      listed Funds except for the period February 1, 1994 (commencement of
      operations) to September 30, 1997 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, 1997 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
      Growth and Income Fund, AARP Small Company Stock Fund, AARP Diversified
      Income With Growth 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.

                                       50
<PAGE>

   
                                  Cumulative Total Return
                             One Year   Five Years    Ten Years
                               Ended       Ended        Ended
                              9/30/97     9/30/97    9/30/97(1)

AARP Balanced Stock and       27.34        66.87        (life of
Bond Fund                                               Fund)
AARP Growth and Income        40.70       162.57       289.67
AARP U.S. Stock Index Fund+   21.22     (life of  Fund)
AARP Global Growth Fund       24.67       28.74         (life of Fund)
AARP Capital Growth           46.72       149.33       266.94
AARP International Growth     15.73
and Income Fund+
AARP Small Company Stock      33.53       (life of
Fund+                                      Fund)
AARP Diversified Growth       16
Portfolio+
    

(1)  For the period February 1, 1994  (commencement  of operations) to September
     30,  1997 for the AARP  Balanced  Stock  and Bond  Fund and for the  period
     February 1, 1996 (commencement of operations) to September 30, 1997 for the
     AARP Global Growth Fund.

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

c)   The AARP Income Funds, AARP Insured Tax Free General Bond Fund
     and AARP Diversified Income With Growth 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, 1997
              ----                       ------------------------

AARP High Quality Short Term Bond                5.83 
AARP GNMA and U.S. Treasury                      6.35     
AARP Bond Fund for Income+                       6.92 
AARP Insured Tax Free General Bond               4.31      
AARP Diversified Income With                     5.07 
  Growth Portfolio+                                   
    

                                       51
<PAGE>
                                                 

+    AARP Bond Fund for Income and AARP Diversified Income With Growth 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, 1997
                                             -------------------------------
              Fund       Tax Bracket:             28%            31%
              ----

AARP High Quality Tax Free Money
AARP Insured Tax Free General Bond
AARP High Quality Tax Free Money                4.18%          4.36%
    

(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.

                                       52
<PAGE>

     Evaluation of Fund performance made by independent sources may also be used
in  advertisements  concerning the Funds,  including  reprints of, or selections
from,   editorials  or  articles  about  these  Funds.  Sources  for  AARP  Fund
performance  information and articles about the AARP Funds may include,  but are
not limited to, the following:

American Association of Individual  Investors' Journal, a monthly publication of
the AAII that includes articles on investment analysis techniques.

Asian Wall Street  Journal,  a weekly Asian  newspaper  that often  reviews U.S.
mutual funds investing internationally.

Banxquote, an on-line source of national averages for leading money
market  and bank CD interest rates, published on a weekly basis  by
MasterFund, Inc. of Wilmington, Delaware.

Barron's,  a  Dow  Jones and Company, Inc. business  and  financial
weekly that periodically reviews mutual fund performance data.

Business  Week,  a  national  business  weekly  that  periodically  reports  the
performance rankings and ratings of a variety of mutual funds investing abroad.

CDA Investment  Technologies,  Inc., an organization which provides  performance
and ranking  information  through  examining the dollar results of  hypothetical
mutual fund investments and comparing these results against  appropriate  market
indices.

Consumer  Digest, a monthly  business/financial  magazine that includes a "Money
Watch" section featuring financial news.

Federal  Reserve  Bulletin,  a monthly  publication  that  reports  domestic and
international financial statistics,  including short-term certificate of deposit
interest rates.

Financial Times,  Europe's business newspaper,  which features from time to time
articles on international or country-specific funds.

Financial World, a general  business/financial  magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.

Forbes,  a national  business  publication  that from time to time  reports  the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.

The  Frank  Russell  Company,  a  West-Coast  investment  management  firm  that
periodically  evaluates  international stock markets and compares foreign equity
market performance to U.S. stock market performance.

Global  Investor, a European publication that periodically  reviews
the performance of U.S. mutual funds investing internationally.

IBC Money  Fund  Report,  a weekly  publication  of IBC  Financial  Data,  Inc.,
reporting on the  performance  of the nation's  money market funds,  summarizing
money  market fund  activity,  and  including  certain  averages as  performance
benchmarks, specifically "IBC's Money Fund Average," and "IBC's Government Money
Fund Average."

Ibbotson  Associates,  Inc., a company  specializing in investment  research and
data.

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.

                                       53
<PAGE>


Kiplinger's Personal Finance Magazine, a monthly investment advisory publication
that periodically features the performance of a variety of securities.

Lipper   Analytical  Services,  Inc.'s  Mutual   Fund   Performance
Analysis,  a  weekly  publication  of  industry-wide  mutual   fund
averages by type of fund.

Money,  a monthly  magazine that from time to time features both specific  funds
and the mutual fund industry as a whole.

Morgan  Stanley  International,  an  integrated  investment  banking  firm  that
compiles statistical information.

Mutual  Fund Values, a biweekly Morningstar, Inc. publication  that
provides  ratings  of mutual funds based on fund performance,  risk
and portfolio characteristics.

The New York Times, a nationally  distributed  newspaper which regularly  covers
financial news.

The No-Load Fund Investor, a monthly newsletter published by Sheldon Jacobs that
includes mutual fund  performance data and  recommendations  for the mutual Fund
investor.

No-Load Fund X, a monthly newsletter  published by DAL Investment Company,  Inc.
that reports on mutual fund performance,  rates funds, and discusses  investment
strategies for the mutual fund investor.

Personal  Investing  News,  a monthly  news  publication  that often  reports on
investment opportunities and market conditions.

Personal  Investor,  a monthly investment  advisory  publication that includes a
"Mutual Funds Outlook" section  reporting on mutual fund  performance  measures,
yields, indices and portfolio holdings.

Smart Money, a national personal finance magazine published monthly
by  Dow Jones and Company, Inc. and The Hearst Corporation.   Focus
is placed on ideas for investing, spending and saving.

Success,  a monthly magazine  targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.

United Mutual Fund Selector, a semi-monthly investment newsletter,  published by
Babson United  Investment  Advisors,  that includes mutual fund performance data
and reviews of mutual fund portfolios and investment strategies.

USA Today, a leading national daily newspaper.

U.S.   News   and  World  Report,  a  national  news  weekly   that
periodically reports mutual fund performance data.

Value Line  Mutual  Fund  Survey,  an  independent  organization  that  provides
biweekly performance and other information on mutual funds.

The  Wall  Street Journal, a Dow Jones and Company, Inc.  newspaper
which regularly covers financial news.

Wiesenberger  Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds,  management policies, salient features,  management results,
income and dividend records, and price ranges.

Working  Women,  a monthly  publication  that  features a  "Financial  Workshop"
section reporting on the mutual fund/financial industry.

Worth,  a national  publication  issued 10 times per year by Capital  Publishing
Company,  a  subsidiary  of  Fidelity  Investments.  Focus is placed on personal
financial journalism.

                                       54
<PAGE>

Taking a Global Approach

      Many U.S.  investors limit their holdings to U.S.  securities because they
assume that  international  or global  investing  is too risky.  While there are
risks  connected  with  investing  overseas,  it's important to remember that no
investment - even in  blue-chip  domestic  securities  - is entirely  risk free.
Looking  outside U.S.  borders,  an investor today can find  opportunities  that
mirror  domestic  investments  -  everything  from large,  stable  multinational
companies to start-ups in emerging markets.  To determine the level of risk with
which you are comfortable,  and the potential for reward you're seeking over the
long term,  you need to review the type of investment,  the world  markets,  and
your time horizon.

      The U.S.  is  unusual  in that it has a very  broad  economy  that is well
represented in the stock market.  However,  many countries  around the world are
not only  undergoing a revolution in how their  economies  operate,  but also in
terms of the role their stock  markets  play in financing  activities.  There is
vibrant  change  throughout  the  global  economy  and  all of  this  represents
potential investment opportunity.

      Investing beyond the United States can open this world of opportunity, due
partly to the  dramatic  shift in the  balance of world  markets.  In 1970,  the
United States alone  accounted for  two-thirds of the value of the world's stock
markets.  Now,  the  situation  is  reversed - only 35% of global  stock  market
capitalization  resides  here.  There are  companies in Southeast  Asia that are
starting to dominate regional  activity;  there are companies in Europe that are
expanding  outside of their  traditional  markets and taking advantage of faster
growth in Asia and  Latin  America;  other  companies  throughout  the world are
getting out from under state  control and  restructuring;  developing  countries
continue to open their doors to foreign investment.

     Stocks in many foreign markets can be attractively priced. The global stock
markets do not move in lock step. When the valuations in one market rise,  there
are other  markets  that are less  expensive.  There is also  volatility  within
markets in that some sectors may be more expensive while others are depressed in
valuation.  A wider set of  opportunities  can help make it possible to find the
best values available.

      International  or global  investing  offers  diversification  because  the
investment is not limited to a single country or economy.  In fact, many experts
agree that investment strategies that include both U.S. and non-U.S. investments
strike the best balance between risk and reward.

                               TRUST ORGANIZATION

                  (See "FUND ORGANIZATION" in the Prospectus.)

     Each of the AARP Funds is a  separate  series of a  Massachusetts  business
trust. AARP High Quality Short Term Bond Fund, AARP GNMA and U.S. Treasury 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  Growth and Income 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 With
Growth  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

                                       55
<PAGE>

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.

      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.

     Scudder, the investment manager for the Fund, has entered into an agreement
with  Zurich  Insurance  Company  ("Zurich"),  an  international  insurance  and
financial  services  organization,  pursuant  to which  Scudder  will form a new
global  investment  organization by combining with Zurich's  subsidiary,  Zurich
Kemper  Investments,  Inc., and change its name to Scudder  Kemper  Investments,
Inc. After the transaction is completed,  Zurich will own  approximately  70% of
the new organization with the balance owned by the new  organization's  officers
and employees.

                             MANAGEMENT OF THE FUNDS

                  (See "FUND ORGANIZATION" in the Prospectus.)

   
      Each  Trust has  retained  Scudder  Kemper  InvestmentsScudder,  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 an
Investment  Management Agreement with each Trust ("Management  Agreement") dated
December 31,  1998.  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 December
31, 1998.
    

      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.

                                       56
<PAGE>

      The Fund Manager assumes  responsibility for the compensation and expenses
of all officers  and  executive  employees of each Trust and makes  available or
causes to be made available, without expense to the Trusts, the services of such
of its  partners,  directors,  officers  and  employees  as may duly be  elected
officers or Trustees of a Trust,  subject to their  individual  consent to serve
and to any  limitations  imposed by law,  and pays the  Trusts'  office rent and
provides,  or  causes  to  be  provided,   investment  advisory,   research  and
statistical  facilities and related  clerical  services.  For these services the
AARP Funds pay the Fund  Manager a monthly fee  consisting  of a base fee and an
individual  Fund fee.  The base fee is based on average  daily net assets of all
Funds in the AARP Investment Program, as follows:

     Program Assets        Annual Rate at Each
       (Billions)              Asset Level
       ----------              -----------
        First $2                   0.35%
        Next $2                    0.33
        Next $2                    0.30
        Next $2                    0.28
        Next $3                    0.26
        Next $3                    0.25
        Over $14                   0.24

   
     Total program assets as of September 30, 1997 were over $16 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.

     The individual Fund fees are as follows:

     AARP High Quality Money Fund, 10/1200 of 1% (or approximately .10 of 1% on
      an annual basis);

      AARP High Quality Short Term Bond Fund, 19/1200 of 1% (or approximately
      .19 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 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);


                                       58
<PAGE>

      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 Growth and Income 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 With Growth Portfolio, n/a; 

      AARP Diversified Growth Portfolio, n/a.

      The advisory fees from the Management Agreement for the three fiscal years
ended September 30, 1995, 1996 and 1997 were as follows:

                                       57
<PAGE>

<TABLE>
<CAPTION>
                                                           1995         1996         1997
                                                           ----         ----         ----
      <S>                                              <C>          <C>          <C>
      AARP High Quality Money Fund                     $ 1,492,545  $ 1,522,929    1,760.550
      AARP High Quality Money Fund                     $ 1,244,322  $ 1,492,545   19,228,620
      AARP High Quality Short Term Bond Fund             2,600,629    2,550,245    2,287,683
      AARP GNMA and U.S. Treasury Fund                  22,095,173   21,113,592       97,012
      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.      
      AARP High Quality Tax Free Money Fund                493,693      453,559
      AARP Insured Tax Free General Bond Fund            8,813,051    8,665,253
      AARP Insured Tax Free General Bond Fund            9,944,429    8,813,051    8,665,253
      AARP Balanced Stock and Bond Fund@                   960,412    1,560,129
      AARP Growth and Income Fund                       12,406,325   17,423,770
      AARP Growth and Income Fund                        9,533,476   12,406,325   17,423,770
      AARP U.S. Stock Index Fund**                            n.a.         n.a.
      AARP Global Growth Fund*                                n.a.      266,155
      AARP Capital Growth Fund                           3,988,023    4,626,894   
      AARP Capital Growth Fund                           4,184,437    3,988,023    4,626,894
      AARP International Growth and Income Fund**             n.a.         n.a.       59,143
      AARP Small Company Stock Fund**                         n.a.         n.a.      111,376
      AARP Diversified Income With Growth Portfolio**         n.a.         n.a.      n.a.
      AARP Diversified Growth Portfolio**                     n.a.         n.a.      n.a.
</TABLE>

@     AARP Balanced Stock and Bond Fund commenced operations on February 1,
      1994.

*     AARP Global Growth Fund commenced operations on February 1, 1996.

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

      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, 1995, 1996 and
1997 were as follows:
    

                                       58
<PAGE>

   
                                    1995      1996      1997
   AARP High Quality Money Fund     .98%      .96%      .91%
   AARP  High Quality Short Term    .95        .91       .93
   Bond Fund
   AARP  GNMA and U.S.  Treasury    .67        .64       .65
   Fund
   AARP Bond Fund for Income**                  n.a.    n.a.
                                      n.a.
   AARP  High Quality  Tax  Free    .87        .85       .85
   Money Fund
   AARP Insured Tax Free General    .69        .66       .66
   Bond Fund
   AARP  Balanced Stock and Bond    1.01       .88       .91
   Fund@
   AARP Growth and Income Fund      .72        .69       .71
   AARP U.S. Stock Index Fund**     n.a.      n.a.       .50
   AARP Global Growth Fund*         n.a.      1.75+     1.75
   AARP Capital Growth Fund         .95        .90       .92
   AARP International Growth and    n.a.      n.a.      1.75
   Income Fund**
   AARP   Small  Company   Stock    n.a.      n.a.      1.75
   Fund**
   AARP  Diversified Income With    n.a.      n.a.      n.a.
   Growth Portfolio**
   AARP    Diversified    Growth    n.a.      n.a.      n.a.
   Portfolio**

@  AARP Balanced Stock and Bond Fund commenced operations on February 1, 1994.
*  AARP Global Growth Fund commenced operations on February 1, 1996.
** AARP Bond Fund for Income,  AARP U.S.  Stock Index Fund,  AARP  International
   Growth and Income  Fund,  AARP Small  Company  Stock Fund,  AARP  Diversified
   Income With Growth Portfolio and AARP Diversified Growth Portfolio  commenced
   operations on February 1, 1997.

       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,  and $74,953 for the fiscal year ended  September 30, 1997.  

       For the fiscal year ended  September  30,  1997,  the  reimbursement  and
expense  reductions  based on the expense  limitation  in effect was $175,025 to
AARP Global Growth Fund.

       For the fiscal year ended  September  30,  1997,  the  reimbursement  and
expense  reductions  based on the expense  limitation  in effect was $274,705 to
AARP Bond Fund.

       For the fiscal year ended  September  30,  1997,  the  reimbursement  and
expense  reductions  based on the expense  limitation  in effect was $143,398 to
AARP Small Company Stock Fund.

       For the fiscal year ended  September  30,  1997,  the  reimbursement  and
expense  reductions  based on the expense  limitation  in effect was $258,156 to
AARP U.S. Stock Index Fund.

       For the fiscal year ended  September  30,  1997,  the  reimbursement  and
expense  reductions  based on the expense  limitation  in effect was $168,204 to
AARP International Growth and Income Fund.
    

      If reimbursement  is required,  it will be made as promptly as practicable
after the end of each Fund'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 Kemper Investments,
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

                                       59
<PAGE>

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 the Fund
Manager.  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.)

      Pursuant to a Subadvisory  Agreement entered into between the Fund Manager
and Bankers Trust  Company on February 1, 1997 December 31, 1997,  Bankers Trust
Company  (the  "Subadviser")  provides  subadvisory  services  relating  to  the
management of 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: 0.07% of the
first $100 million of average  daily net assets,  0.03% of such assets in excess
of $100  million,  and 0.01% 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.  For the fiscal  year ended  September  30,  1997 the
Subadviser received $42,323 in fees and waived a portion of its fee amounting to
$7,469.

      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 Managed  Investment  Portfolios  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.

                                       60
<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 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 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.,  Scudder Spain and Portugal 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.

     Pursuant  to an  Agreement  between  Scudder  and AMA  Solutions,  Inc.,  a
subsidiary of the American Medical  Association (the "AMA"),  dated May 9, 1997,
Scudder  has  agreed,  subject  to  applicable  state  regulations,  to pay  AMA
Solutions,  Inc.  royalties  in an  amount  equal  to 5% of the  management  fee
received by Scudder  with  respect to assets  invested by AMA members in Scudder
funds in connection with the AMA InvestmentLinkSM Program. Scudder will also pay
AMA Solutions,  Inc. a general monthly fee, currently in the amount of $833. The
AMA and AMA  Solutions,  Inc.  are not  engaged  in the  business  of  providing
investment  advice  and  neither  is  registered  as an  investment  adviser  or
broker/dealer  under federal securities laws. Any person who participates in the
AMA  InvestmentLinkSM  Program will be a customer of Scudder (or of a subsidiary
thereof)  and not the  AMA or AMA  Solutions,  Inc.  AMA  InvestmentLinkSM  is a
service mark of AMA Solutions, Inc.

      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

                                       61
<PAGE>

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.

      Each Investment  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  Investment  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
December 31,  1997February  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 0.07 of 1% for the first $6 billion,  0.06 of 1% for the next
$10 billion and 0.05 of 1% thereafter.

      The Member Services Agreement will remain in effect until August 31, 19989
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 August 20, 1997June 18,
1996 and by  shareholders  on  October  22,  1997January  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.

   
      The Fund  Manager  may serve as  adviser to other  funds  with  investment
objectives  and policies  similar to those of the Funds that may have  different
distribution arrangements or expenses, which may affect performance.
    

      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

                                       62
<PAGE>

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.
                              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>
   
Lin Coughlin##* (46)                  Chairperson of the    Managing Director of Scudder,      Director and Senior
                                      Board and Trustee     Stevens & Clark, Inc.              Vice President

Horace B. Deets+* (59)                Vice Chairman and     Executive Director, American       --
(Trustee of AARP Cash Investment      Trustee               Association of Retired Persons
Funds, AARP Growth Trust and AARP
Tax Free Income Trust only)
    

Carole Lewis Anderson (53)            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 (67)                  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)

Robert N. Butler, M.D. (71)           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)

   


                                       63
<PAGE>

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

<S>                                   <C>                   <C>                                <C>
Esther Canja+* (70)                   Trustee               Vice President, American           --
(AARP Managed Investment Portfolios                         Association of Retired Persons;
and AARP Income Trust only)                                 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 (68)                 Trustee               Senior Fellow and Economic        --
845 Third Ave.                                              Counselor
New York, NY

Lt. Gen. Eugene P. Forrester (71)     Trustee               Lt. General (Retired), U.S.       --
1101 S. Arlington Ridge Rd.                                 Army; International Trade
Arlington, VA                                               Counselor (1983 to present);
                                                            Consultant
                                                                            Underwriter,

George L. Maddox, Jr. (72)            Trustee               Professor Emeritus and Director,  --
P.O. Box 2920                                               Long Term Care Resources
Duke Univ. Medical Center                                   Program, Duke University Medical
Durham, NC                                                  Center; Professor Emeritus of
                                                            Sociology, Departments of
                                                            Sociology and Psychiatry, Duke
                                                            University

   
Robert J. Myers (85)                  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:
                                                            Manufacturers Investment Trust,
                                                            Inc.; Member, Prospective
                                                            Payment Assessment Commission
                                                            (1993-1997)
    

James H. Schulz (61)                  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

                                       64
<PAGE>
                                                                                               Position with
                                                                                               Underwriter,
Name, Age                             Position              Principal                          Scudder Investor
and Address                           with Trusts           Occupation**                       Services, Inc.
- -----------                           -----------           ------------                       --------------

<S>                                   <C>                   <C>                                <C>
Gordon Shillinglaw (72)               Trustee               Professor Emeritus of              --
196 Villard Ave.                                            Accounting, Columbia University
Hastings-on-Hudson, NY                                      Graduate School of Business

Jean Gleason Stromberg (54)           Trustee               Consultant, Director, Financial
                                                            Institutions Issues, U.S.
                                                            General Accounting Office
                                                            (11/96-9/97); Partner, Fulbright
                                                            & Jaworski Law Firm (1978-1996)

William Glavin (  )                   Vice President

Thomas W. Joseph## (58)               Vice President        Principal of Scudder, Stevens &    Vice President,
                                                            Clark, Inc.                        Director, Treasurer and
                                                                                               Assistant Clerk

Thomas F. McDonough## (51)            Vice President and    Principal of Scudder, Stevens &    Assistant Clerk
                                      Assistant Secretary   Clark, Inc.
James W. Pasman## (45)                Vice President        Principal of Scudder, Stevens &   --
                                                            Clark, Inc.

Kathryn L. Quirk# (45)                Vice President,       Managing Director of Scudder,      Senior Vice President
                                      Treasurer and         Stevens & Clark, Inc.              and Clerk
                                      Secretary

Howard Schneider## (40)               Vice President        Managing Director of Scudder,     --
                                                            Stevens & Clark, Inc.

John Hebble (  )                      Assistant Treasurer  --                                 --

Cornelia M. Small# (53)               President             Managing Director of Scudder,     --
                                                            Stevens & Clark, Inc.
</TABLE>

   
*     Mr. Deets, 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  31,1997,  1,056,440June  30,  1997,  679,687  shares in the
aggregate,  19.96%29.11% of the outstanding  shares of AARP Bond Fund for Income
were held in the name of State Street Bank and Trust Company, Custodian for AARP
    

                                       65
<PAGE>

   
Diversified  income  with  Growth  PortfolioDiversified  Income  Portfolio,  One
Heritage Drive, Quincy, MA 02171, which may be deemed to be the beneficial owner
of certain of these shares, but disclaims any beneficial ownership therein.

As of December 31, 1997,  862,923June 30, 1997, 452,687 shares in the aggregate,
16.31%19.39% of the outstanding shares of AARP Bond Fund for Income were held in
the name of State Street Bank and Trust Company,  Custodian for AARP Diversified
Growth Portfolio,  One Heritage Drive,  Quincy, MA 02171, which may be deemed to
be the beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.

      As of December 31,  1997June 30, 1997,  133,333  shares in the  aggregate,
5.49%9.38% of the outstanding  shares of AARP U.S. Stock Index Fund were held in
the name of American  Association of Retired Persons,  AARP Membership Division,
601 E  Street  NW,  Washington,  D.C.  20049,  which  may  be  deemed  to be the
beneficial  owner of certain  of these  shares,  but  disclaims  any  beneficial
ownership therein.

     As of  December  31,  1997June  30,  1997,  459,176211,042  shares  in  the
aggregate,  18.91%14.85% of the outstanding shares of AARP U.S. Stock Index Fund
were held in the name of State Street Bank and Trust Company, Custodian for AARP
Diversified Growth Portfolio, One Heritage Drive, Quincy, MA 02171, which may be
deemed to be the beneficial owner of certain of these shares,  but disclaims any
beneficial ownership therein.

      As of December  31, 1997,  153,414June  30,  1997,  100,292  shares in the
aggregate,  6.32%7.06% of the  outstanding  shares of AARP U.S. Stock Index Fund
were held in the name of State Street Bank and Trust Company, Custodian for AARP
Diversified  income  with  Growth  PortfolioDiversified  Income  Portfolio,  One
Heritage Drive, Quincy, MA 02171, which may be deemed to be the beneficial owner
of certain of these shares, but disclaims any beneficial ownership therein.

      As of December  31, 1997,  204,450June  30,  1997,  201,307  shares in the
aggregate,  8.42%14.17% of the outstanding  shares of AARP U.S. Stock Index Fund
were held in the name of SS&C Investment Corporation, 345 Park Avenue, New York,
NY 10154,  which may be deemed to be the  beneficial  owner of  certain of these
shares, but disclaims any beneficial ownership therein.

      As of December  31, 1997,  307,374June  30,  1997,  153,035  shares in the
aggregate, 21.27%19.82% of the outstanding shares of AARP International Growth &
Income  FundInternational  Stock Fund were held in the name of State Street Bank
and Trust Company, Custodian for AARP Diversified Growth Portfolio, One Heritage
Drive,  Quincy,  MA 02171,  which may be  deemed to be the  beneficial  owner of
certain of these shares, but disclaims any beneficial ownership therein.

      As of December  31, 1997,  297,619June  30,  1997,  146,019  shares in the
aggregate,  9.53%10.04%  of the  outstanding  shares of AARP Small Company Stock
Fund were held in the name of State Street Bank and Trust Company, Custodian for
AARP Diversified Growth Portfolio,  One Heritage Drive,  Quincy, MA 02171, which
may be  deemed  to be the  beneficial  owner of  certain  of these  shares,  but
disclaims any beneficial ownership therein.

      To the best of each Trust's  knowledge,  as of December  31,  1997June 30,
1997,  no  person  owned  beneficially  more than 5% of any  Fund's  outstanding
shares, except as stated above.

      As of December 31, 1997, 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,  1997 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,  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 or AARP will be paid by the Trust(s) for which he or
she serves as Trustee.  Until  September  30, 1997,  each of these  unaffiliated
Trustees  received an annual  retainer of $10,000 from each Fund for which he or
she  serves  plus $175 for each  Trustees'  meeting  and  $80150  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 nominating committee meeting,  other
than an audit committee meeting,  and $125 for each additional 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

                                       66
<PAGE>

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.  For the year ended  September 30, 1997,
the Trustees' fees and expenses for thirteen of the Funds were as follows:

         Fund                                   Expense
          ----                                   -------

AARP High Quality Money Fund                    $26,370
AARP High Quality Short Term Bond Fund           27,329
AARP GNMA and U.S. Treasury Fund                 27,352
AARP High Quality Tax Free Money Fund            26,792
AARP Insured Tax Free General Bond Fund          26,678
AARP Balanced Stock and Bond Fund                26,346
AARP Growth and Income Fund                      26,366
AARP Bond Fund for Income                        16,790
AARP U.S. Stock Index Fund                       16,790
AARP International Growth and Income Fund        16,790
AARP Small Company Stock Fund                    18,680
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, 1997.



                                    AARP              All AARP
              AARP Cash    AARP     Tax      AARP     Trusts+
Name          Investmen   Income    Free    Growth      and
              t Fund+-   Trust@-   Income  Trust##-   Scudder
                                   Trust#               Fund
                                                      Complex

Carole L.      $2,449     $7,67    $4,7    17,79      32,6632
Anderson                      2      46        6
                                                     (15 funds)

Adelaide       $2,449     $7,67    $4,7    $17,7      $32,663
Attard                        2      46       97
                                                     (15 funds)

Robert N.      $1,967     $6,26    $3,7    $13,8      $25,863
Butler                        4      56       77
                                                     (15 funds)

Edgar R.       $2,265     $7,03    4,42    $16,5      $80,079
Fiedler                       8       6       35
                                                     (27 funds)

Eugene P.      $2,622     $8,22    $5,0    $18,9      $34,904
Forrester                     9      66       87
                                                     (15 funds)

George L.      $2,622     $8,22    $5,0    $18,9      $34,904
Maddox, Jr.                   9      66       87
                                                     (15 funds)

Robert J.      $2,529     $7,91    $4,0    $18,3      $33,704
Myers                         2      96       57
                                                     (15 funds)

James H.       $2,449     $7,67    $4,7    $17,7      $32,663
Schulz                        2      46       96
                                                     (15 funds)

Gordon         $2,622     $8,22    $5,0    $18,9     $139,32434
Shillinglaw                   9      66       87        ,904
                                                                          (28613
                                                                          funds)

Jean Gleason     $534     $1,83    $927    $4,18       $7,478
Stromberg                     5                2
                                                     (15 funds)

+  AARP  Cash  Investment Fund consists of  one  Fund:   AARP  High
   Quality Money Fund.

@  AARP  Income  Trust consists of three Funds: AARP  High  Quality
   Short Term Bond Fund, AARP GNMA and U.S. Treasury 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.

                                       67
<PAGE>

## 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  Growth and Income Fund,*
   and AARP Small Company Stock Fund.*

+  AARP Diversified  Income With Growth  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  Growth and
   Income  Fund,  and AARP Small  Company  Stock Fund  commenced  operations  on
   February 1, 1997.

   
** This  amount  includes Mr. Fiedler received $34,515 accrued  for
   Mr. Fiedler through a deferred compensation program in 1997.  As
   of December 31, 1997, Mr. Fiedler had a total of
   $228,289147,029 accrued over a number of years in  the  a
   deferred  compensation  program for serving  on  the  Boards  of
   Directors of Scudder Institutional Fund, Inc. and Scudder  Fund,
   Inc.

- -  Amounts  include pro rata share of Trustee's fees of AARP Managed  Investment
   Portfolios  Trust  paid  by  each  of the  Trusts  pursuant  to  the  Service
   Agreement.  See discussion of the Service  Agreement under "Management of the
   Funds" for further information. This includes fees of AARP Managed Investment
   Portfolios.
    


                                   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, 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,  1998_____________  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.

                                       68
<PAGE>

     As agent, the Distributor currently offers shares of the Funds to investors
in all states. Each underwriting agreement provides that the Distributor accepts
orders for shares at net asset  value  because  no sales  commission  or load is
charged the investor.  The  Distributor  has made no firm  commitment to acquire
shares of any of the Funds.

                                      TAXES

       (See "ADDITIONAL INFORMATION ABOUT DISTRIBUTIONS AND TAXES" in the
                                  Prospectus.)

      Each  AARP  Fund  has  qualified  and  intends  to  elect to be taxed as a
regulated  investment  company under  Subchapter M of the United States Internal
Revenue  Code (the  "Code"),  as  amended,  since its  inception  and intends to
continue to so qualify.  (Such  qualification  does not involve  supervision  of
management or investment  practices or policies by a government  agency.) In any
year in which a Fund so qualifies and distributes at least 90% of its investment
company taxable income,  and at least 90% of its net tax-exempt  income, if any,
the Fund  generally  is not subject to Federal  income tax to the extent that it
distributes  to  shareholders  its  investment  company  taxable  income and net
realized capital gains in the manner required under the Code.

     Each AARP Fund must distribute its taxable income according to a prescribed
formula and will be subject to a 4%  nondeductible  excise tax on amounts not so
distributed.  The formula  requires a Fund to  distribute  each calendar year at
least 98% of its ordinary income (excluding  tax-exempt income) for the calendar
year,  at least 98% of the  excess of its  capital  gains  over  capital  losses
(adjusted  for certain  ordinary  losses)  realized  during the one-year  period
ending  October 31 of such year,  and any ordinary  income and capital gains for
prior years that was not previously distributed.

      To qualify under  Subchapter  M, gains from the sale of stock,  securities
and certain  options,  futures and  forward  contracts  held for less than three
months  must be limited to less than 30% of each  Fund's  annual  gross  income.
Moreover, short-term gains (i.e., gains from the sale of securities held for one
year or less) are taxed as ordinary  income when  distributed  to  shareholders.
Options,  futures  and forward  activities  of the AARP Funds may  increase  the
amount of the short-term gains and gains that are subject to the 30% limitation.

      The  determination of the nature and amount of investment  company taxable
income of a Fund will be based solely on the  transactions in, and on the income
received and  expenses  incurred by or  allocated  to, the Fund.  Each AARP Fund
intends to offset any  realized  net capital  gains  against  any  capital  loss
carryforward before making capital gains distributions to shareholders.

      Distributions  of any investment  company  taxable income (which  includes
interest,  dividends  and the  excess of net  short-term  capital  gain over net
long-term  capital loss,  less expenses) are taxable to shareholders as ordinary
income.  If a portion of a Fund's  income  consists  of  dividends  paid by U.S.
corporations,  a portion of the  dividends  paid by the Fund may be eligible for
the corporate dividends-received deduction.

      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 taxable at a maximum 20% or 28% (depending
on the Fund's  holding  period for the assets  giving  rise to the gain),  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 that a Fund designates as capital gains
dividends are taxable at a maximum 20% or 28%  (depending on the Fund's  holding
period  for the  assets  giving  rise to the  gain)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  and are not  eligible  for the  corporate
dividends - received deduction.  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

                                       69
<PAGE>

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  may be
eligible for reduced capital gains  rateswill be long- or short-term,  depending
on the length of time the Fund  shares  were  held.  However,  if a  shareholder
realizes  a loss on the sale of a share  held at the time of sale for six months
or less,  such loss will be treated as  long-term  capital loss to the extent of
any amounts  treated as  distributions  of  long-term  capital  gain during such
six-month period. A gain realized on a redemption,  sale or exchange will not be
affected by a reacquisition of shares. A loss realized on a redemption,  sale or
exchange,  however,  will be disallowed to the extent the shares disposed of are
replaced  within a period of 61 days beginning 30 days before and ending 30 days
after  the  shares  are  disposed  of. In such a case,  the basis of the  shares
acquired will be adjusted to reflect the disallowed loss.

      Equity  options  (including  options on stock and options on  narrow-based
stock  indexes)  and  over-the-counter  options  on debt  securities  written or
purchased by a Fund will be subject to tax under  Section  1234 of the Code.  In
general, no loss is recognized by a Fund upon payment of a premium in connection
with the  purchase of a put or call  option.  The  character of any gain or loss
recognized (i.e.,  long-term or short-term) will generally depend in the case of
a lapse or sale of the option on the Fund's holding period for the option and in
the case of an  exercise  of a put option on the Fund's  holding  period for the
underlying  security.  The purchase of a put option may  constitute a short sale
for federal income tax purposes,  causing an adjustment in the holding period of
the underlying security or a substantially  identical security of the Fund. If a
Fund writes a put or call option,  no gain is  recognized  upon its receipt of a
premium. If the option lapses or is closed out, any gain or loss is treated as a
short-term  capital  gain  or  loss.  If a call  option  written  by a  Fund  is
exercised,  the  character of the gain or loss depends on the holding  period of
the underlying security. The exercise of a put option written by a Fund is not a
taxable transaction for the Fund.

      Many futures contracts, certain foreign currency forward contracts and all
listed  nonequity  options  (including  options on debt  securities,  options on
futures  contracts,  options on  securities  indices and options on  broad-based
stock indices) will constitute  "section 1256 contracts."  Absent a tax election
to the contrary, gain or loss attributable to the lapse, exercise or closing out
of any  such  position  generally  will  be  treated  as 60%  long-term  and 40%
short-term  capital gain or losses.  Also,  section 1256  contracts  held by the
Funds at the end of each taxable  year (and,  for purposes of the 4% excise tax,
on October 31) are "marked to market" with the result that  unrealized  gains or
losses are treated as though they were realized and the  resulting  gain or loss
is treated as 60%  long-term  and 40%  short-term  capital  gain or loss.  Under
Section 988 of the Code,  discussed  below,  foreign  currency gain or loss from
foreign  currency-related  forward contracts,  certain futures and options,  and
similar financial instruments entered into or acquired by a Fund will be treated
as ordinary income.

     Positions of a Fund which consist of at least one 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

                                       70
<PAGE>

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.

      Notwithstanding  any of the foregoing,  a Fund may recognize gain (but not
loss) from a constructive sale of certain  "appreciated  financial positions" if
the Fund enters  into a short  sale,  offsetting  notional  principal  contract,
futures or forward contract transaction with respect to the appreciated position
or substantially identical property.  Appreciated financial positions subject to
this constructive sale treatment are interests  (including options,  futures and
forward  contracts  and short sales) in stock,  partnership  interests,  certain
actively  traded trust  instruments and certain debt  instruments.  Constructive
sale  treatment of  appreciated  financial  positions  does not apply to certain
transactions  closed in the  90-day  period  ending  with the 30th day after the
close of the Fund's taxable year, if certain conditions are met.

     Similarly,  if a Fund  enters into a short sale of  property  that  becomes
substantially  worthless, the Fund will recognize gain at that time as though it
had closed the short sale.  Future  regulatories may supply similar treatment to
other   transactions  with  respect  to  property  that  becomes   substantially
worthless.

      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.

      A Proposed  regulations  have been  issued  which may allow the Fund mayto
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.;  any No mark
to market  losses  and any loss from an actual  disposition  of shares  would be
deductible  as ordinary  losses to the extent of any set  mark-to-market  gains,
included in income in prior yearsmay 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.

      The AARP Global Growth Fund and the AARP  International  Growth and Income
Fund each may qualify for the election  permitted  under Section 853 of the Code
so that  shareholders  may (subject to limitations) be able to claim a credit or
deduction on their federal income tax returns for, and will be required to treat
as part of the amounts  distributed to them, their pro rata portion of qualified
taxes paid by the Fund to foreign  countries  (which taxes  relate  primarily to
investment income). The Fund may make an election under Section 853 of the Code,
provided  that more than 50% of the value of the total assets of the Fund at the
close of the taxable year consists of securities  in foreign  corporations.  The
foreign tax credit  available to shareholders is subject to certain  limitations
imposed by the Code, except in the case of certain electing individual taxpayers
who have limited  creditable  foreign  taxes and no foreign  source income other
than passive investment-type income.  Furthermore,  the payment of foreign taxes

                                       71
<PAGE>

withheld on  dividends if the  dividend-paying  shares or the shares of the Fund
are held by the Fund or the  shareholder,  as the case may be,  for less than 16
days (46 days in the case of preferred  shares) during the 30-day period (90-day
period for preferred  shares)  beginning 15 days (45 days for preferred  shares)
before the shares become ex-dividend.

      If a Fund  does not make the  election  permitted  under  section  853 any
foreign  taxes paid or accrued will  represent an expense to the Fund which will
reduce its investment company taxable income. Absent this election, shareholders
will not be able to claim  either a credit  or a  deduction  for  their pro rata
portion of such taxes paid by the Fund,  nor will  shareholders  be  required to
treat as part of the amounts  distributed to them their pro rata portion of such
taxes paid.

      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.  If a Fund invests
in  certain  high  yield   original  issue   discount   obligations   issued  by
corporations,  a  portion  of  the  original  issue  discount  accruing  on  the
obligation  may  be  eligible  for  the  deduction  for  dividends  received  by
corporations.  In such event,  dividends of investment  company  taxable  income
received from the Fund by its corporate shareholders, to the extent attributable
to such portion of accrued  original  issue  discount,  may be eligible for this
deduction for dividends received by corporations if so designated by the Fund in
a written notice to shareholders.

      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.

                                       72
<PAGE>

     Special  Information  Regarding  AARP High  Quality Tax Free Money Fund and
AARP Insured Tax Free General Bond Fund:  Each of the AARP Tax Free Income Funds
intends to qualify to pay "exempt-interest dividends" to its shareholders.  Each
Fund will be so qualified  if, at the close of each quarter of its taxable year,
at least 50% of the value of its total assets  consists of securities of states,
U.S. possessions,  their political  subdivisions,  and the District of Columbia,
the  interest on which is exempt from Federal tax. To the extent that the Funds'
dividends  distributed  to  shareholders  are derived from  earnings on interest
income exempt from Federal tax and are designated as "exempt-interest dividends"
by the Funds,  they will be  excludable  from a  shareholder's  gross income for
Federal income tax purposes. "Exempt-interest dividends," however, must be taken
into account by  shareholders  in  determining  whether  their total incomes are
large  enough  to  result  in  taxation  of up to 85% of their  Social  Security
benefits.  In  addition,  interest  on certain  municipal  obligations  (private
activity bonds) will be treated as a preference item for purposes of calculating
the alternative  minimum tax for individuals  and for  corporations.  Similarly,
income  distributed  by the  Funds,  including  exempt-interest  dividends,  may
constitute an  adjustment to  alternative  minimum  taxable  income of corporate
shareholders.  The Funds do not intend to purchase any private  activity  bonds.
The  Funds  will  inform  shareholders   annually  as  to  the  portion  of  the
distributions from the Funds which constituted "exempt-interest dividends."

      To the extent that the Funds' dividends are derived from interest on their
temporary taxable  investments or from an excess of net short-term  capital gain
over net long-term capital loss, they are considered ordinary taxable income for
Federal  income tax purposes.  Distributions,  if any, of net long-term  capital
gains from the sale of securities  are taxable at a maximum 20% or 28% long-term
capital gains rate (depending on the Fund's holding period for the assets giving
rise to the  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.

      Special  Information  Regarding  the AARP Managed  Investment  Portfolios:
Distribution  of an underlying  AARP Mutual Fund's  investment  company  taxable
income are taxable as ordinary  income to an AARP Managed  Investment  Portfolio
which  invests in the Fund.  Distribution  of the excess of an  underlying  AARP
Mutual Fund's net long-term  capital gain over its net short-term  capital loss,
which are properly  designated as "capital gain dividends," are  reportedtaxable
as 20% or 28% long-term capital gain byto an AARP Managed  Investment  Portfolio
which invests in the Fund,  regardless of how long the Portfolio held the Fund's
shares,  and are not eligible for the  corporate  dividends-received  deduction.
Upon the sale or other  disposition by an AARP Managed  Investment  Portfolio of
shares of an underlying AARP Mutual Fund, the Portfolio generally will realize a
capital gain or loss which will be 20% or 28% long-term or short-term, generally
depending upon the Portfolio's  holding period for the shares.  The AARP Managed
Investment  Portfolios  will not be eligible to elect to "pass through" to their
shareholders  the ability to claim a deduction or credit with respect to foreign
income and similar taxes paid by an underlying AARP Mutual Fund.

                                       73
<PAGE>

                        BROKERAGE AND PORTFOLIO TURNOVER

Brokerage Commissions

      To the maximum  extent  feasible the AARP Funds'  investment  adviser will
place orders for portfolio  transactions through the Distributor,  which in turn
will place  orders on behalf of the AARP Funds with other  brokers and  dealers.
The  Distributor  receives no commission,  fees or other  remuneration  from the
Funds for this  service.  Allocation  of  brokerage  is  supervised  by the Fund
Manager.

      Purchases  and sales of  fixed-income  securities  for the AARP  Funds are
generally  placed by the Fund  Manager  with  primary  market  makers  for these
securities  on a net basis,  without any  brokerage  commission  being paid by a
Fund.  Trading does,  however,  involve  transaction  costs.  Transactions  with
dealers  serving as primary market makers reflect the spread between the bid and
asked prices. Purchases of underwritten issues may be made which will include an
underwriting fee paid to the underwriter.

      The  primary  objective  of the Fund  Manager  in  placing  orders for the
purchase and sale of assets for the AARP Funds' portfolios is to obtain the most
favorable  net results,  taking into  account such factors as price,  commission
(which is negotiable in the case of national securities exchange  transactions),
size of order,  difficulty  of  execution  and skill  required of the  executing
broker/dealer.  The Fund Manager seeks to evaluate the overall reasonableness of
brokerage  commissions  paid through the  familiarity  of the  Distributor  with
commissions  charged  on  comparable  transactions,  as  well  as  by  comparing
commissions paid by the AARP Funds to reported  commissions paid by others.  The
Fund  Manager  reviews  on a  routine  basis  commission  rates,  execution  and
settlement services performed, making internal and external comparisons.

      AARP  Diversified  Portfolio  Investments  are made directly in Underlying
AARP Funds with no commissions.

      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 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,  1995,  1996 and 1997 the AARP
Growth and Income Fund paid brokerage commissions of $1,690,604,  $3,453,660 and
$4,618,820  and the AARP  Capital  Growth  Fund paid  brokerage  commissions  of
$2,636,662,  $1,011,500 and $734,958,  both respectively.  For the fiscal period
ended  September 30, 1995, and for the fiscal years ended September 30, 1996 and
1997,  the AARP  Balanced  Stock  and Bond Fund paid  brokerage  commissions  of
$149,816, $201,070 and $229,436, 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 and $180,078 for the fiscal
    

                                       74
<PAGE>

   
year ended  September  30, 1997.  In the fiscal year ended  September  30, 1997,
$4,354,345  (94% of the total  brokerage  commissions  paid by AARP  Growth  and
Income Fund) and $720,089 (98%) 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
$567,987,991   for  the  AARP  Capital  Growth  Fund,   (74%  of  all  brokerage
transactions)  and  $2,873,260,718  (80% 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, 1997, $198,249 (86%) 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 $164,436,537 for AARP Balanced Stock and Bond Fund, (48%
of all brokerage transactions).  For the fiscal period ended September 30, 1997,
$178,368  (99%) 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  $72,794,359  for AARP  Global  Growth Fund (75% 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.

      For the fiscal year ended  September 30, 1997,  AARP U.S. Stock Index Fund
paid brokerage commissions of $0, AARP International Growth and Income Fund paid
brokerage  commissions  of  $74,937,  and AARP  Small  Company  Stock  Fund paid
brokerage commissions of $37.

      The  AARP  U.S.  Stock  Index  Fund  aggregated  $0 (0%  of all  brokerage
transactions),   the  AARP  International  Growth  and  Income  Fund  aggregated
$23,325,960  (99% of all  brokerage  transactions),  and the AARP Small  Company
Stock Fund aggregated $21,952,906 (52% of all brokerage transactions.)

      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, 1995, 1996, and 1997 for
five of the non-money market Funds were: AARP High Quality Short Term Bond Fund,
201.07%,  169.96% and 83.26%;  AARP GNMA and U.S. Treasury Fund, 70.35%,  83.44%
and 86.76%94.24%;  AARP Insured Tax Free General Bond Fund,  17.45%,  18.69% and
7.61%7.82%;  AARP Growth and Income Fund, 31.26%, 25.02% and 33.4%; AARP Capital
Growth Fund, 98.44%,  64.84% and 39.04%_____%,  all respectively.  The portfolio
turnover  rate for the period ended  September 30, 1995 and for the fiscal years
ended  September 30, 1996 and 1997 for the AARP Balanced Stock and Bond Fund was
63.77%,  35.22% and 26.79%,  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%;  for the fiscal year ended  September 30, 1997
the  portfolio  rate was  31.34%.  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%.  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.
    

                                       75
<PAGE>

                                 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
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  Fund
ManagerAdviser  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,  Martin Luther King, Jr. 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

                                       76
<PAGE>

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 Fund  ManagerAdviser  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
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,  19967,  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

                                       77
<PAGE>

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.

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

                                       78
<PAGE>

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.

      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  Short Term 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  Growth and Income Fund is 00036J-  60-1.

The  CUSIP  for AARP  Small  Company  Stock is  00036J-70-0.  

The   CUSIP   for   AARP   Diversified   Income   With   Growth   Portfolio   is
00036W-20-600036W-10-7. 

The CUSIP for AARP Diversified Growth Portfolio is 00036W-10- 700036W-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.

      The  firm  of Dechert Price & Rhoads of Washington,  D.C.  is
counsel for the Trusts.

                                       79
<PAGE>

      These  Trusts also have 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 is shown in the
table below,  and is included in Services to  shareholders  in the Statements of
Operations.

      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 the Funds.  The
amount for each Fund is shown in the table  below,  and is included in Custodian
and accounting fees in the Statements of Operations.

      For the period ended  September 30 the amounts charged by SSC to the Funds
were as follows:
   
                             1997     Total SSC    1996      1995
                            Amount    Unpaid at   Amount    Amount
          Fund              Charged   September  Charged   Charged
                            to Fund   30, 1997*  to Fund   to Fund
                           by SSC(a)              by SSC    by SSC
AARP High Quality Money    $1,505,   $121,984     1,526,    1,533,
Fund                           677                   580       555
AARP High Quality Tax      256,965     20,052     304,92    347,01
Free Money Fund                                        4         6
AARP GNMA and U.S.         6,732,1    539,940     7,340,    8,104,
Treasury Fund                   69                   012       169
AARP High Quality Short    1,455,6    114,310     1,586,    1,720,
Term Bond FundHigh              52                   232       303
Quality Bond Fund
AARP Insured Tax Free      1,741,4    138,720     1,925,    2,148,
General Bond Fund               82                   762       893
AARP Bond Fund for Income        -          -          -         -
AARP Balanced Stock and    1,357,9    132,955     724,79    513,03
Bond Fund                       72                     6         1
AARP Growth and Income     6,853,7    672,527     3,850,    3,249,
Fund                            61                   612       295
AARP U.S. Stock Index            -          -          -         -
Fund
AARP Capital Growth Fund   1,889,0    180,473     1,176,    171,70
                                72                   990         2
AARP Small Company Stock    93,491     93,491          -         -
Fund
AARP Global Growth Fund    558,504     51,344     178,75         -
                                                     9**
AARP International Growth        -          -          -         -
& Income
FundInternational Stock
Fund
    

*  Total unpaid amounts are included in Other  payables and accrued  expenses in
   the Statements of Assets and Liabilities.

*  For the period February 7, 1996 (commencement of operations) to September 30,
   1996.

   
(a)SSC did not  impose  any or a  portion  of its fee for the AARP Bond Fund for
   Income,  AARP U.S. Stock Index Fund,  AARP Small Company Stock Fund, and AARP
   International  Growth & Income  FundInternational  Stock  Fund  amounting  to
   $40,906, $60,094, $25,298, and $54,419, respectively.
    

      Scudder Fund Accounting  Corporation,  Two  International  Place,  Boston,
Massachusetts,  02110-4103,  a subsidiary of Scudder Kemper  InvestmentsScudder,
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 High Quality  Short Term Bond Fund,  AARP GNMA and U.S.  Treasury  Fund and
AARP Bond Fund for Income each pay Scudder Fund  Accounting  an annual fee equal
to 0.025% of the first $150 million of average daily net assets, 0.0075% of such
assets in excess of $150 million up to and including $1 billion,  and 0.0045% of
such assets in excess of $1 billion,  plus holding and  transaction  charges for
this service.  AARP Balanced  Stock and Bond Fund,  AARP Growth and Income Fund,
AARP 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  Growth and Income  Fund each pay  Scudder  Fund
Accounting  Corporation  an annual fee equal to 0.065% on the first $150 million

                                       80
<PAGE>

   
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  Growth and Income 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.

    


      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 19981997
calendar year.

                                       81
<PAGE>



     19981997                    To Equal Hypothetical
     Taxable                   Tax-Free Yields of 5%, 7%
     Income                   and 9%, a Taxable Investment
     Brackets+                    Would Have To Earn**

      Individual    Federal
        Return        Tax        5%        7%        9%
                     Rates

     $0 -            15.0%     5.88%     8.24%     10.59%
     $25,350$24,65
     0
     $25,351 -       28.0%     6.94%     9.72%     12.50%
     $61,400$24,65
     1 - $59,750
     $61,401 -       31.0%     7.25%     10.14%    13.04%
     $128,100$59,7
     51 - $124,650
     $128,101 -      36.0%     7.81%     10.94%    14.06%
     $278,450$124,
     651 -
     $271,050
     Over            39.6%     8.28%     11.59%    14.90%
     $278,450$271,
     050

         Joint      Federal
        Return        Tax        5%        7%        9%
                     Rates

     $0 -            15.0%     5.88%     8.24%     10.59%
     $42,350$41,20
     0
     $42,351 -       28.0%     6.94%     9.72%     12.50%
     $102,300$41,2
     01 - $99,600
     $102,301 -      31.0%     7.25%     10.14%    13.04%
     $155,950$99,6
     01 - $151,750
     $155,951 -      36.0%     7.81%     10.94%    14.06%
     $278,450$151,
     751 -
     $271,050
     Over            39.6%     8.28%     11.59%    14.90%
     $278,450$271,
     050

**   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 $124,500$121,200 ($62,250 $60,600 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
     $124,500$121,200  (for single individuals) or $186,800$181,800
     (for  married  individuals  filing  jointly).   The  effective
     federal  tax  rates and equivalent yields for  such  taxpayers
     would be higher than those shown above.

+    This  illustration  is based  on  estimated  break  points  using  the IRS'
     formula.

Example:*

     Based on 19981997 federal tax rates, a married couple filing a joint return
with  two  exemptions  and  taxable  income  of  $50,000  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 herein.


                                       82
<PAGE>


<PAGE>

AARP Investment Program
           from SCUDDER




                                                   --------     
                                                   REACHING
                                                     YOUR
                                                     GOALS
                                                   --------
                                             
                                             
                                                ANNUAL REPORT
                                                -------------
                                               TO SHAREHOLDERS
                                               ---------------
                                             
                                                September 1997
                              


<PAGE>

TABLE OF CONTENTS

Annual Review                                                 1
Special Section                                               6
Message from the Portfolio Managers                          11

Money Market Funds
      AARP High Quality Money Fund                           12
      AARP High Quality Tax Free Money Fund                  13

Income Funds
      AARP GNMA and U.S. Treasury Fund                       14
      AARP High Quality Bond Fund                            16
      AARP Insured Tax Free General Bond Fund                18
      AARP Bond Fund for Income                              20

Growth and Income Funds
      AARP Balanced Stock and Bond Fund                      22
      AARP Growth and Income Fund                            24
      AARP U.S. Stock Index Fund                             26

U.S. Growth Fund
      AARP Capital Growth Fund                               28
      AARP Small Company Stock Fund                          30

Worldwide Growth Funds
      AARP Global Growth Fund                                32
      AARP International Stock Fund                          34

Asset Allocation Funds
      AARP Managed Investment Portfolios                     36

AARP Funds' Investment Portfolios                            39
Financial Statements                                        119
Financial Highlights                                        135
Notes to Financial Statements                               145
Report of Independent Accountants                           154
Officers and Trustees                                       155
Service Information                                         158
Tax Information                                             159
Glossary                                                    160

<PAGE>



AARP Investment Program
           from SCUDDER


SIDEBAR TEXT:                                                                   
                                                                                
TAKE ADVANTAGE OF DOLLAR COST AVERAGING                                         
                                                                                
Dollar cost averaging is a simple systematic approach to managing risk. You     
invest a specific amount of money on a regular basis -- usually monthly -- to   
reduce the average price you pay over time for mutual fund shares. You will     
automatically buy shares at different prices: more shares when the prices are   
down, and fewer shares when the prices are up. Because you buy more shares when 
prices are low, the average price you pay per share may be lower than the actual
average share price during the same period. While there are no assurances, over 
time, dollar cost averaging can offer the potential of greater returns and      
greater protection from market volatility. You can invest as little as $50 per  
month through the AARP Investment Program's Automatic Investment Plan. It is    
simple and hassle free. Call us at 1-800-253-2277 for details.                  



Annual Review

     This Annual Report covers the period from October 1, 1996, through
September 30, 1997. During this time many positive changes took place in the
AARP Investment Program. Most significant was the introduction of six new funds
to the family in February. Together, the 15 AARP Mutual Funds offer you a choice
of uniquely managed investments, whose goal is to provide competitive returns,
but with less share price fluctuation than similar funds. More recently,
Scudder, Stevens & Clark, Inc. reached an agreement to form an alliance with the
Zurich Group, a worldwide provider of insurance services. These exciting
developments are described later in this review.

     First, let us turn to the favorable performance of the AARP Mutual Funds
over the year, which in part reflected the overall strength of the U.S. stock
market and declining long-term interest rates. We are pleased to report that as
of September 30, 1997, several of the AARP Mutual Funds were highly rated by
Morningstar, which ranks the relative risk versus returns of comparable funds.
Detailed reviews of the performance of each of the Funds begin after page 11.

CALLOUT:

Several AARP Mutual Funds are highly rated by Morningstar. Read further in
A Message from the Portfolio Managers on page 11.

The Stock Market

     The upward pace of the U.S. stock market continued during the past 12
months as inflation remained benign and unemployment sank to the lowest level in
more than 20 years. In addition, positive corporate profits, a strengthening
dollar, the recent tax legislation, and the shrinking deficit combined to create
a healthy environment for both large- and small-cap U.S. stocks. Large-cap
stocks, as measured by the unmanaged Standard & Poor's Composite Index of 500
Stocks (S&P 500), returned 40.46%, and small-cap stocks, as measured by the
Russell 2000 Index, returned 33.20% in the 12 months ending September 30, 1997.
This environment prompted Federal Reserve Chairman Alan Greenspan to remark in
July that the current state of the economy was "exceptional." These positive
forces extended to most foreign

                                       1
<PAGE>


THE PRINTED DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART TITLE:

                                THE STOCK MARKET

CHART PERIOD:   

                                   1992 - 1997

CHART DATA:

                         MSCI EAFE      Russell 2000        S&P 500     
                         ---------      ------------        -------     
                        
          1992-1993        26.35            33.19            13.00
         
          1993-1994         9.83             2.62             3.69
         
          1994-1995         5.79            23.40            29.75
         
          1995-1996         8.61            13.13            20.34
          
          1996-1997        12.18            33.20            40.46


CAPTION TO PRECEDING CHART:                                                
                                                                           
The stock market total return for the annual period September 30 to        
September 30, as measured by the Morgan Stanley Capital International EAFE 
Index, the Russell 2000 Index, and the S&P 500 Index.                      
                                                                           
                                    -------

markets as well, although at a more modest pace. The Morgan Stanley Capital
International Index (MSCI), an unmanaged market- value-weighted measure of
non-U.S. stock markets, rose 12.18% over the period covered by this Report.

     It is important to note that while the U.S. stock market has been on an
upward trend, the swings along the way were often quite significant. One of
several examples included the 247-point drop of the Dow Jones Industrial Average
(the Dow) on August 15, 1997. This decline, which represented a 3.1% decline in
the value of the thirty companies included in the Dow, and 2.6% of the S&P 500,
capped a week of declining prices. However, by the following week, stock prices
more than made up for the loss.

THE BOND MARKET

     After a strong fourth quarter of 1996 for the bond market, healthy economic
news and fears of potential inflationary pressure caused the bond market to
decline in the first quarter of 1997. In recent months, however, bonds rallied
and more than recovered from these losses. Low inflation, a shrinking federal
deficit, a budget agreement, and reduced government borrowing all had a positive
impact on the bond market. Long-term interest rates, as measured by the 30-year
U.S. Treasury Bond, declined from 6.92% on September 30, 1996, to 6.40% on
September 30, 1997. Short-term rates, as measured by the three-month Treasury
bill, declined from 5.01% to 4.95% over the same period. Bond prices, and
therefore the value of your bond investments, rose.


SIDEBAR TEXT:

A Reminder for Investors -- Have a Long-Term Perspective

While  you may be  surprised,  if not  unnerved,  by  day-to-day  swings  in the
financial markets,  history tells us that long-term investors are best served by
keeping the inevitable  volatility of the markets in proper perspective.  If you
can accept that both the bond and stock markets will experience volatility,  the
downturns in the markets should not be cause for alarm. In fact, these downturns
may provide buying opportunities for some investors.

It is also  important to keep the absolute  amounts of changes in the markets in
perspective. The Dow Jones Industrial Average has tripled in value over the past
ten years.  For example,  the 508-point drop in 1987 represented a 22.6% decline
of the market.  That same decline would have represented only 6.4% of the market
as of September 30, 1997.

                                       2
<PAGE>

THE PRINTED DOCUMENT CONTAINS A BAR CHART HERE        
                                                      
BAR CHART TITLE:            
                                                                           
                              THE U.S. BOND MARKET
   
CHART PERIOD:  
       
                                   1992 - 1997     
       
CHART DATA:  
        
                         
                         3-Month Treasury       30-Year
                               Bill         Treasury Bond
                         ----------------   -------------
              
              1992-1993        2.98              6.02
              
              1993-1994        4.77              7.82
              
              1994-1995        5.41              6.50
              
              1995-1996        5.03              6.92
              
              1997-1997        4.95              6.40
                                              
CAPTION TO PRECEDING CHART:

The U.S. Bond market yield for the annual period September 30 to September
30, as measured by the 3-month Treasury Bill and the 30-year Treasury Bond.


Looking Ahead

     As we look toward the end of 1997 into early 1998, it is difficult to
predict how the stock and bond markets will fare. While there are no guarantees
when investing, we continue to believe there is long-term opportunity in both
the stock and bond markets. This should benefit long-term investors (those
willing to invest for five years or more). However, due to the perceived high
value of the U.S. stock market, we maintain a somewhat cautious outlook over the
short term. As always, we encourage diversification among U.S. large- and
small-company equity holdings, international equity holdings, and the fixed
income sector. This serves as protection against a downturn in any one area of
the market.

Reflecting on Important Program Developments

     The past year has brought many exciting changes to the AARP Investment
Program. Many of our shareholders, and other AARP members, have expressed a high
level of interest in a greater choice of mutual funds and in taking somewhat
more risk with a portion of their total investment portfolio. In response to
your feedback, we introduced six new funds to the family in February of this
year -- the AARP Bond Fund for Income, the AARP U.S. Stock Index Fund, the AARP
Small Company Stock Fund, the AARP International Stock Fund, and the AARP
Managed Investment Portfolios. 

SIDEBAR TEXT:

The AARP Lump Sum Service

For  many,   receiving   a  lump  sum  payout  is  a   significant,   if  not  a
once-in-a-lifetime,  event.  The process of deciding  how best to reinvest  this
money can be complex and even  intimidating.  In fact,  many of you have told us
that you need help in making  decisions  about how to invest your  proceeds when
you have  received a large  lump sum or  one-time  distribution,  such as from a
retirement plan.

In response to your feedback, we have introduced the AARP Lump Sum Service.
You can now work with a specially  trained AARP  Investment  Program  retirement
plan specialist who can help you understand tax implications and your investment
options.  Our  specialists can also assist you in working through the "red tape"
that is sometimes involved with a lump sum distribution.

Taking   advantage   of  the  AARP  Lump  Sum   Service   can  make   investment
decision-making  easier and the  implementation  of your decisions  hassle free.
Call us at 1-800-253-2277 to find out more about this free service.

                                       3
<PAGE>


     While most of the Funds offer the potential of higher returns (and
therefore higher risk) than the existing AARP Mutual Funds, you told us that you
were hopeful that we could manage these Funds for the potential of less downside
risk than comparable funds. The Funds were therefore developed and are managed
to do just that. Their portfolio management teams seek competitive -- but not
the highest -- returns, but with less risk than comparable funds. Designed
specially to meet the needs of AARP members, we know of no other family of funds
that includes a similar risk management mandate for all of its funds. Of course,
while the AARP Mutual Funds are actively managed to reduce share price
fluctuation, remember that your principal is never insured or guaranteed, and
that the value of your investment and your return will move up and down as
market conditions change.

     Having launched the six new funds in February, we spent much of the balance
of the year developing a tool that will allow you to actually "pinpoint" how the
AARP Mutual Funds are performing compared to similar mutual funds, from a total
return and risk management standpoint. This new performance measurement system
is being introduced with this Report. We plan to communicate extensively about
it in the future to help you to become more comfortable with the performance
measurement system and to encourage you to use it. Please refer to the special
section of this Report, which describes the system in more detail.

CALLOUT:

The six new AARP Mutual Funds, introduced in February 1997, have been well
received by AARP member investors, having grown to more than 24,000 accounts
with over $271 million in assets as of September 30, 1997.


     We were also pleased to announce that Scudder has reached an agreement to
form an alliance with The Zurich Group. Scudder will represent Zurich's core
investment management capability. Zurich, a 125-year-old financial services
company, has a heritage of innovative and customized problem-solving that takes
the form of a disciplined, conservative, and personal approach to risk
management. This is a philosophy that mirrors Scudder's approach to asset
management. As part of the new relationship, Scudder will be combined with
Zurich Kemper Investments, Inc., an investment management company now owned by
Zurich. The new company will be named Scudder Kemper Investments, Inc.

SIDEBAR TEXT:

New Web Site

The AARP Investment Program's Web site is located at:

     http://aarp.scudder.com.

This dynamic electronic connection to the Program provides visitors easy
access to a broad range of information, including the AARP Mutual Funds
performance, which is updated daily, and the complete prospectus. 

Our Web site also offers News Stories featuring important information about the
markets and investing. The Learning Center offers an investor education overview
through Quick Concepts, and several investment guides, Planning for Retirement
and Managing Your Money In Retirement. The Archives offers newsletter back
issues, while the Resources for Investors offers a Glossary and Lists of
Associations and Publications.

The Program's site allows you to communicate your questions and comments
directly to us and to request informative how-to literature about investing,
published by the AARP Investment Program from Scudder. Visit us often, as
content is regularly updated.

                                       4
<PAGE>


SIDEBAR TEXT:

A Note About the Expense of
Publishing This Report

Some shareholders have appropriately  asked about the expense of publishing this
SEC-required Report. Our goal is to provide information about the performance of
the Funds, current investment strategies,  and details about the expenses of the
Funds.  We also review  certain  developments  in the Program that you should be
aware of as a shareholder.

Further,  we go to great  lengths  to  assure  easy  reading,  utilizing  larger
typeface and the liberal use of white space.  Our challenge is to accomplish all
of this as cost-effectively as possible. So, for example, in addition to sending
only  one  copy  of the  Annual  Report  to  every  shareholder's  home,  we use
lower-quality, less-expensive paper.

We have also determined that our consolidated Report, featuring all 15 Funds, is
a less expensive means of communicating  Fund information to you than publishing
and mailing  individual Fund Reports,  as do other mutual fund  companies.  This
year's Report cost approximately 85 cents per copy to produce.  This compares to
the cost of last year's  Report at 78 cents per copy.  We are  comfortable  with
this modest  increase  given the Report's  expansion to include the six new AARP
Mutual  Funds.   

Viewed from the standpoint of expense ratios, the total publication cost is
approximately 1/24th of 1 basis point for the AARP family of fifteen mutual
funds with average expenses of 95 basis points, which compares favorably to the
Lipper average fund expenses of 135 basis points.*

If you require additional copies of the Report, please call 1-800-253-2277.

* Lipper Analytical Services, Inc. is the source for the average expenses of 
similar mutual funds.



     The Program's core commitment to risk managed investment performance and
the delivery of the highest service levels will not change as a result of the
alliance. In fact, we expect that this new alliance will offer significant
benefits over time resulting from the Program's access to greater resources --
human and capital -- that will take the form of greater investment expertise and
enhanced services.

     All of us at the AARP Investment Program from Scudder are excited about the
future and about working with you to make informed investment decisions that
lead to financial security and independence as you plan for and live in
retirement. Please do not hesitate to contact us with any questions you may have
at 1-800-253-2277. 

Our best,

/s/Linda C. Coughlin    /s/Cornelia Small

Linda C. Coughlin       Cornelia Small
Chairperson             President and
                        Investment Director

                                       5
<PAGE>


Special Section:

Measuring the Performance of
The AARP Mutual Funds


     The past year has been an exciting one for the AARP Investment Program from
Scudder, due in large part to the addition of six new funds to the family.
Together, the 15 AARP Mutual Funds offer you a choice of uniquely managed
investments, whose goal is to provide competitive returns but with less share
price volatility than similar funds. The addition of the new funds offers you a
significantly greater opportunity to be well diversified in keeping with your
individual circumstances and investment objectives. The family of AARP Mutual
Funds addresses four major investment needs: stability of principal, income,
tax-free income, and growth.

CALLOUT:

We provide these market index  comparisons in accordance 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 the  fund)  to  that of a  broad-based
securities market index.


     Assessing the risk and return potential of the vast array of mutual funds
available today can be an overwhelming task. Measuring and evaluating the
performance of the AARP Mutual Funds presents a further challenge for investors
because of the emphasis our portfolio managers put on the active management of
risk as they strive to produce competitive returns. As you read through the
individual fund summaries that follow this section, you will note that all of
the AARP Mutual Funds except the AARP Money Funds have been compared to market
indices.

     The problem with these comparisons is that the performance of indices may
vary significantly from the performance of actual mutual funds. The reason is
that indices are unmanaged baskets of securities, and do not include the
expenses of operating a fund, such as advisory fees and portfolio transaction
costs. Due to these factors, even index funds such as the AARP U.S. Stock Index
Fund tend to underperform the market indices. Indices, therefore, do not provide
a complete picture. This is important to remember when comparing the performance
of any mutual fund to the performance of a market index.

     With this in mind, we have devoted this special section to an explanation
of a new performance measurement system. It is proving to be a valuable tool for
those of us at Scudder and AARP who have responsibility for overseeing the
performance of your funds. It can be helpful to you as well. Your understanding
of the process will make it easier for you to select from the expanded choices
of AARP Mutual Funds.


                                       6
<PAGE>


     Our plans are to continue to communicate with you about this new
performance system to help you evaluate investment performance of the AARP
Mutual Funds, not just as it relates to total return but also to the management
of risk. Our goal has been to create an easy-to-understand approach that will
permit you to fairly and objectively assess:

     o    the total return of the AARP Mutual Funds;

     o   the  downside  risk of the AARP  Mutual  Funds,  measured  by the
         frequency and amount by which the total return fluctuates
         downward; and

     o   the total return and downside risk of the AARP Mutual Funds
         relative to similar mutual funds.

Creating a Performance Measurement System:
Four Principles to Remember

     We have been guided by four principles that are important to remember as
you familiarize yourself with the performance measurement system.

     1)   A single performance measure does not necessarily tell the whole story
          -- particularly in the case of your AARP Mutual Funds, which put
          significant emphasis on the active management of risk. As you will see
          in the graphs provided later in this Report, we measure the
          performance of your Funds in terms of total return and downside risk.

     2)   We measure downside risk because most investors view risk as related
          to the chances of a loss and the likely size of that loss. We have
          therefore chosen to track, measure, and evaluate the frequency and
          amount by which each fund's total return fluctuates downward --
          absolutely and compared to groups of similar mutual funds.

     3)   One-year performance is not a strong indicator because of its
          variability -- produced by frequent and large swings in the markets.
          Of greater significance, however, is the fact that most investors have
          an investment horizon of more than one year. Indeed, a recent study
          conducted by the Investment Company Institute (ICI) showed that only
          4% of investors have a time horizon of less than one year, and that
          the median investment time horizon was eight years. We therefore focus
          our evaluation of performance over three-year time periods or more,
          although we monitor shorter-term performance to identify emerging
          trends affecting the longer-term performance of the AARP Mutual Funds.

     4)   Benchmarks such as the S&P 500 and the various bond market indices may
          be of limited use in evaluating performance, as previously mentioned.
          Mutual fund investors like you care increasingly about how your funds
          are performing compared to similar mutual funds you could have
          purchased. We have therefore made a good faith effort to create peer
          universes of similar mutual funds

                                       7
<PAGE>


          against which you can assess risk and return for each of your AARP 
          Mutual Funds. We have selected funds from the larger universe of funds
          tracked by Lipper Analytical Services, Inc. We included any fund with
          at least $100 million in assets, and with a three-year track record.
          The universes will be updated periodically as new funds meet the
          criteria.

Pinpointing the Tradeoff Between Risk and Return
of the AARP Funds

     All of the AARP Mutual Funds with share price volatility (i.e., all except
AARP Money Funds) that have been in existence for three years or more are
represented on risk/return graphs in their individual sections of this Report.
They are the:

 o  AARP GNMA and U.S. Treasury Fund        o  AARP Balanced Stock and Bond Fund
 o  AARP High Quality Bond Fund             o  AARP Growth and Income Fund
 o  AARP Insured Tax Free General Bond Fund o  AARP Capital Growth Fund

     The AARP Bond Fund for Income, AARP Global Growth Fund, AARP U.S. Stock
Index Fund, AARP Small Company Stock Fund, AARP International Stock Fund, and
the two AARP Managed Investment Portfolios have been in existence for less than
three years. Therefore, we have not included them in this analysis. We will be
providing their risk-managed performance information in upcoming AARP Investment
Program communications. 

How to Read the Performance Graphs

     First, and most important, be patient. While we are confident that the
performance measurement system has great value in helping you to assess the
investment performance of your Funds, it may take more than one review of the
graphs for you to feel comfortable with them.

Here's how to read them:

     o    The vertical (y) axis represents the percentage of average monthly
          return.

     o    The horizontal (x) axis represents the combination of the frequency
          and amount by which monthly total return has fluctuated downward,
          expressed in percentage terms. Unlike total return, the lower the risk
          percentage, the better we are doing at controlling downside
          fluctuation of total return.

     o    Two dotted lines divide the graph into four sections or quadrants. The
          point where the two dotted lines meet represents the median risk and
          median return of the peer universe of similar funds.

                                       8
<PAGE>


     Our goal is for the AARP Mutual Funds to perform in the upper-left
quadrant. If that cannot be achieved (it is not possible all the time), then our
goal is for the Funds to perform in the lower-left quadrant. This reflects the
priority we put on the management of risk in response to your feedback. You have
told us that the achievement of competitive returns is important, but that you
do not necessarily expect your investments to achieve the highest total returns
if we can provide less downside risk. You know that in general the achievement
of the highest levels of return involves the acceptance of a potentially and
perhaps uncomfortably high level of risk (funds in the upper and lower-right
quadrants).

     The graph below pinpoints the performance of the AARP Growth and Income
Fund in terms of average monthly return and average monthly downside risk for
the three years ending September 30, 1997. The result is shown in relation to
the the median performance of its peer universe of other growth and income
funds. The Fund's total return was slightly better than the average of its peers
as represented by its location slightly above the horizontal axis. The Fund is
shown to the left of the vertical axis which means the frequency and magnitude
with which the Fund's total return has declined is less during this period than
the average of the peer mutual fund universe.



A DESCRIPTIVE DIAGRAM EXPLAINING THE REPORT'S SCATTER CHARTS APPEARS HERE

A fund in the upper-left quadrant has better-than-median return and
lower-than-median risk as defined by the frequency of down months and amount by
which total return declines in those months. Such a fund has better overall
performance than the typical peer fund. This is the best combination of results
- -- less risk with more return.

A fund in the upper-right quadrant has better-than-median return but
higher-than-median risk.

         AARP Growth and Income Fund Three-Year Risk/Return Performance

                      Average Monthly Return       Monthly Downside Risk
                      ----------------------       ---------------------
 
 AARP Growth and               2.00                         1.26
   Income Fund
 
 Peer Funds                    1.97                         1.52
  Average
 
(Data  represented  from  October 1, 1994  through  September  30,  1997 for 269
similar funds.)

A fund in the lower- left quadrant has lower-than-median return but
lower-than- median risk.

A fund in the lower-right quadrant has lower- than-median returns and
higher-than-median risk. Such a fund has worse overall performance than the
typical peer fund. This is the worst combination of results -- more risk with
less return.

                                       9
<PAGE>


Working with Us to Assess Fund Performance

     Your frank and honest views about your investment needs and performance
expectations, especially as they relate to your willingness to trade off risk
for return, have been invaluable in helping us to develop the new AARP Mutual
Funds and to refine the investment goals and strategies of the existing AARP
Mutual Funds. More recently your perspectives have greatly informed the
development of a process by which we and you can measure performance of your
funds. As we introduce and refine our new performance measurement system, we
hope you will continue to provide us with your reactions, questions, and
concerns.

     Most importantly, we encourage you to get comfortable with and use this
tool. It will help you feel confident with the investment decisions you have
made and continue to make as you plan for, and during, your all-important
retirement years.

     If you have any questions about the Program's performance measurement
system, this Annual Report in general, or on how to diversify your portfolio to
achieve competitive returns and protection against the volatility of the
financial markets, please do not hesitate to call one of our AARP Mutual Fund
Representatives, toll free, at 1-800-253-2277, 8:00 a.m. to 8:00 p.m., eastern
time. They can help you to evaluate, if not enhance, the appropriateness of your
investment portfolio based on your risk tolerance, time horizon, and specific
investment objectives -- whether or not your portfolio includes AARP Mutual
Funds.

     Remember, we are here to help.


                                       10
<PAGE>

A Message from the Portfolio Managers

     On the following pages you will find our reviews of the investment
performance of the individual AARP Mutual Funds for the period October 1, 1996
to September 30, 1997.

     The year has been exciting, challenging and rewarding, as we have worked
to:

     o    integrate the six new AARP Mutual Funds into the family consistent
          with our unique mandate to provide competitive returns but with less
          downside share price volatility than similar funds;

     o    deliver on this commitment during a period of considerable market
          volatility; and

     o    develop an easy-to-understand approach that will help you evaluate the
          investment performance of your funds -- not just as it relates to
          total return, but also to the management of risk.

CALLOUT:

Current  performance  information for all of your Funds is available through the
Easy Access Line at 1-800-631-4636 or by calling a Mutual Fund Representative at
1-800-253-2277.

     The summaries of most funds include the one-, five-, and ten-year total
return or, as in the case of those funds with less than ten years, life of fund
total return. Remember that one-year returns can be extremely high or low due to
market conditions, therefore it is important to evaluate twelve-month returns in
relation to five-year and ten-year returns. You will see that where appropriate,
a one-year total return is expressed in terms of its two components: distributed
income, which includes reinvested dividends; and capital change, defined as the
change in the price per share and includes reinvested capital gains
distributions.

     Finally, we have worked to strengthen the quality of our individual
portfolio reviews with the inclusion of more relevant information about the:

     o    performance of the funds over longer periods of time compared to
          various market indices, and

     o    risk-managed performance of your funds compared to similar mutual
          funds. If you have not done so already, read more about our new
          performance measurement system in the Special Section that begins on
          page 6.

     We hope this information helps you to make informed investment decisions
and that you feel confident and comfortable in the process.


SIDE BAR TEXT:

The AARP Mutual Fund family was recently  awarded a Five-Star Rating from Mutual
Funds  Magazine,*  based on its  independent  evaluations  of 210 fund families'
risk-adjusted  returns over the last two to ten years.  Family  ratings are on a
Five-Star to One-Star  scale,  where the top fifth of all families  receive five
stars;  the  next  fifth,  four-stars;   the  middle  fifth,  three  stars;  the
next-to-lowest fifth, two stars, and the bottom fifth, just one star.

*1997 edition of Mutual Funds Magazine

Six of the  AARP  Mutual  Funds  are  rated by  Morningstar*  and  received  the
following 3-year ratings as of 9/30/97.

   AARP Growth and Income Fund  4 Star

   AARP GNMA and
     U.S. Treasury Fund         4 Star

   AARP Balanced Stock and
     Bond Fund                  4 Star

   AARP Capital Growth Fund     4 Star

   AARP High Quality Bond Fund  3 Star

   AARP Insured Tax Free
      General Bond Fund         3 Star


   * Morningstar proprietary rankings reflect historical risk-adjusted
     performance and are calculated as of 9/30/97. 2143, 1187, and 638
     Equity Funds, 1309, 713 and 301 Taxable Bond Funds and 1374, 668, and
     326 Municipal Bond Funds were rated for the 3-, 5-, and 10-year
     periods, respectively. The ratings are subject to change each month.
     Morningstar ratings are calculated from the Funds' 3-, 5-, and 10-year
     average annualized total returns in excess of 90-day T-Bill returns,
     with appropriate adjustments and a risk factor that reflects fund
     performance below 90-day T-Bill returns. The Funds' 3-, 5-, and
     10-year ratings are 5, 5, and 4 Stars, respectively. Those funds
     receiving 5 Stars are in the top 10% of their investment category,
     while the top 22.5% of funds that Morningstar evaluates receive 4
     Stars, and 35% of the funds receive 3 Stars. Past performance is not a
     guarantee of future results.

                                       11
<PAGE>
     AARP HIGH QUALITY MONEY FUND
     ----------------------------

FUND OVERVIEW

The AARP High Quality Money Fund is designed to maintain stability and safety of
your principal while providing current income. The Fund has quality standards
high enough to have secured an AAAm rating from Standard & Poor's Corp.,* 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

The Fund may be appropriate for investors who have short-term needs or those who
do not want the risks associated with investing in stocks or bonds. These
investors include those requiring current income for day-to-day expenses,
immediate access to their assets through free checkwriting, and investment
diversification with a degree of safety and stability; and those seeking a
short-term investment prior to making long-term investment choices.

PORTFOLIO
MANAGEMENT TEAM

David Wines
  Lead Portfolio Manager

K. Sue Cote

Debra A. Hanson
  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.


THE FUND'S INVESTMENT STRATEGY

     As with most money funds, the performance of the AARP High Quality Money
Fund mirrored the movement of 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 5.01% on September 30, 1996 to
4.95% on September 30, 1997. In this environment, our aim was to keep a long
average maturity in the Fund. We were able to provide you with a competitive
yield compared to other money funds by lengthening its average maturity from 46
days on September 30, 1996 to 55 days on September 30, 1997.

     In keeping with your Fund's objective, all securities we bought over the
past 12 months were rated within the two highest quality rating categories of
one or more rating agencies such as Moody's Investors Service, Inc., Standard &
Poor's Corporation, and Fitch Investors Service, Inc. In addition, we complied
with the guidelines established by S&P, which are more stringent than the
guidelines most money funds utilize. This enabled us to retain our AAAm rating
from S&P, the highest rating available.

     Since we do not anticipate interest rates rising significantly over the
next several months, we expect your Fund's average maturity to remain within the
45- to 55-day range. If interest rates rise, we will shorten its average
maturity by purchasing shorter-maturity securities. We believe our overall
strategy will provide competitive income while maintaining stability and
liquidity.

                              PORTFOLIO STATISTICS
                              --------------------

            Number of Issues                          32
            
            7-Day Current Yield                    4.64%
            
            Average Maturity                     55 days
            
            Average Quality                         AAAm


                                PORTFOLIO RETURNS
                                -----------------

            One-Year Cumulative
            Total Return                           4.72%

            Five-Year Average
            Annualized Total Return                3.85%

            Ten-Year Average
            Annualized Total Return                5.15%

            Five-Year Cumulative
            Total Return                          20.82%

            Ten-Year Cumulative
            Total Return                          65.27%


                                       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 and
safety of principal, along with current income free from federal income taxes.^1
The quality of the Fund is high enough to have secured an 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, unlike bank savings
accounts, 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 in high tax brackets or those who do
not want the risks associated with investing in 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 an
investment designed to offer stability, and those seeking a short-term
investment prior to making long-term investment choices.

PORTFOLIO
MANAGEMENT TEAM

K. Sue Cote
  Lead Portfolio Manager

Donald C. Carleton

Rebecca L. Wilson
  Portfolio Managers

- ----------
^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.

THE FUND'S INVESTMENT STRATEGY

         As short-term interest rates in general declined over the period
covered by this Report, our aim was to purchase securities with a one-year
maturity. Recently, securities with a one-year maturity have provided
above-average value. We combined these purchases with short variable rate notes
to create what we think is the best mix of yield and stability. As of September
30, 1997, the average maturity of your Fund was 51 days, which is longer than
the 49-day average maturity of the Fund back on September 30, 1996. Standard &
Poor's Corp. limits the average maturity of all its AAA-rated money funds to 60
days.

         As always, all securities we bought over the past 12 months 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 S&P. The AARP High Quality Tax Free Money Fund is
rated AAAm by S&P, their highest rating. As a result, there are particular
guidelines with which we must comply in order to maintain our AAAm rating. In
addition, within the universe of securities that fit the S&P criteria, Scudder
credit analysts approve only a small percentage. 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 do not expect short-term interest rates to rise dramatically over
the next few months. Therefore, we intend to maintain a slightly above-average
maturity of the Fund. By doing so, we hope to provide you with price stability
and competitive tax-free income.

                              PORTFOLIO STATISTICS
                              --------------------

            Number of Issues                          54

            7-Day Current Yield                    3.16%

            Average Maturity                     51 Days

            Average Quality                         AAAm


                                PORTFOLIO RETURNS
                                -----------------

            One-Year Cumulative
            Total Return                           2.80%

            Five-Year Average
            Annualized Total Return                2.39%

            Ten-Year Average
            Annualized Total Return                3.81%

            Five-Year Cumulative
            Total Return                          12.55%

            Ten-Year Cumulative
            Total Return                          45.40%


                                       13
<PAGE>
     AARP GNMA AND U.S. TREASURY FUND
     --------------------------------

FUND OVERVIEW

The AARP GNMA and U.S. Treasury Fund seeks to produce a high level of current
income from a conservatively managed government fixed-income 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 have less share price
volatility than other GNMA funds. 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.


PORTFOLIO
MANAGEMENT TEAM

Thomas M. Poor
  Lead Portfolio Manager

Mark S. Boyadjian

Scott E. Dolan

David H. Glen
  Portfolio Managers


       Total Return      
       ------------      
        CUMULATIVE       
                         
           FUND     INDEX+
- -------------------------

1 yr.      8.49%    10.27%

5 yr.     30.26%    40.24%

10 yr.   116.18%   155.38%


        AVERAGE ANNUAL    
                          
           FUND     INDEX+
 -------------------------

  1 yr.    8.49%    10.27%

  5 yr.    5.43%     6.99%

  10 yr.   8.01%     9.82%


HOW THE FUND HAS PERFORMED

     The AARP GNMA and U.S. Treasury Fund provided a 6.35% 30-day SEC yield as
of September 30, 1997. The Fund was actively managed to protect you from some of
the share price volatility caused by rising interest rates early in the year.
However, during times of declining interest rates such as that of more recent
months, your Fund will often lag behind other GNMA funds and its comparative
index due to its U.S. Treasury holdings. The Annual Investment Returns chart
below shows that the AARP GNMA and U.S. Treasury Fund's one-year total return of
8.49% (representing 6.81% in distribution of income and 1.68% in capital change)
underperformed the unmanaged Lehman Brothers Mortgage GNMA Index of 10.27%. It
is important to remember that the index return does not reflect investment in
cash or short-term Treasury securities like those held in the Fund; nor does the
index reflect the impact of servicing, investment management, or administrative
expenses that a mutual fund incurs. The Fund's underperformance was due in part
to its holdings of investments in lower yielding U.S. Treasuries and other
short-term instruments in keeping with its discipline to reduce share price
volatility. Secondly, mortgages as a class performed exceptionally well over the
past several months. Therefore, comparable funds that were almost entirely
invested in mortgages performed better than the AARP GNMA and U.S. Treasury
Fund.

     Twelve-month returns for the Fund will vary. By maintaining a long-term
focus and staying invested through periods of rising and declining interest
rates, you have the opportunity to earn high monthly income. The graph above
right shows how $10,000 invested in the Fund on September 30, 1987 would have
grown by September 30, 1997, assuming all distributions were reinvested.

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^+
                 -------------         ---------------------
 
          1987      $10000                  $10000
          
          1988       11107                   11506
          
          1989       12014                   12807
          
          1990       13079                   14016
          
          1991       14925                   16343
          
          1992       16595                   18210
          
          1993       17572                   19411
          
          1994       17238                   19176
          
          1995       19016                   21873
          
          1996       19926                   23159
          
          1997       21618                   25538
 

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^+ 
                 -------------         --------------------  

          1993       5.89%                    6.59%

          1994       -1.9                    -1.22

          1995      10.31                    14.07

          1996       4.79                     5.88

          1997       8.49                    10.27


- ----------
^+ The unmanaged Lehman Brothers Mortgage GNMA Index is a market-value-weighted
   measure of all fixed-rate securities backed by mortgage pools of 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 keeping with our strategy to produce monthly income from a
conservatively managed government portfolio, we used shorter term U.S. Treasury
securities (20% of the portfolio as of September 30, 1997) to reduce share price
volatility while using high-yielding GNMA securities (76% as of September 30,
1997) for income. We increased our position in GNMA securities to approximately
76% as of September 30, 1997 from 66% on September 30, 1996 for two reasons: we
believed that mortgages were an attractive category relative to Treasuries and
we didn't anticipate a major rise in interest rates. Within the GNMA universe,
we invested across a variety of maturities with interest rate coupons ranging
from 6.5% to 16%. To dampen the share price volatility during this period, the
remainder of the portfolio was invested in shorter term U.S. Treasury
obligations and cash equivalents with maturities of three years or less.

CALLOUT:

This is a unique Fund because it is designed for older Americans who seek more
income from conservative investments. The Fund generally has at least 20% of its
assets in securities such as short-term Treasuries, to cushion it from too much
share price fluctuation.

     We believe that the current blend of GNMA securities will continue to
provide a competitive stream of income, while the shorter term Treasury
securities and cash equivalents will continue to help dampen share price
volatility.

     The following graph shows your Fund's monthly downside risk and average
monthly return for the last three years compared to its peer group. The dotted
lines divide the graph into four sections or quadrants. The point where they
intersect represents the median risk and the median return for the peer group of
funds. Our goal is for this Fund to place in the upper-left quadrant, otherwise
the lower-left quadrant. See page 6 for a complete description of our
performance measurement system.

A SCATTER CHART APPEARS HERE

SCATTER CHART TITLE:  

      AARP GNMA and U.S. Treasury Fund Three-Year Risk/Return Performance


                          Average Monthly Return       Monthly Downside Risk
                          ----------------------       ---------------------

      AARP GNMA and U.S.       
      Treasury Fund                .63%                         .21%

      Peer Funds                    
      Average                      .72%                         .35% 
                                   
(Data represented from October 1994 through September 1997 for 20 similar   
funds.)                                                                     

Your Fund is located in the lower-left quadrant. Its return was slightly less
than the median return of its Lipper* GNMA fund peer group. However, it had the
second lowest risk in the universe of 20 similar mutual funds.

- ----------
*Lipper Analytical Services, Inc. is the source for the peer group information.




FOR WHOM THE
FUND IS DESIGNED

The Fund is designed for conservative investors who want relatively high current
income but some protection from bond market fluctuation. As an investor, you
should be investing for the longer term (three years or more) and be comfortable
with fluctuation in the value of your principal and yield.


                            PORTFOLIO DIVERSIFICATION
                            -------------------------
                            As of September 30, 1997

                          Government National
                             Mortgage Association     76%                  
                          U.S. Treasury Obligations   20%                      
                          Cash Equivalents             4%
                                                     ----                       
                                                     100%
                                                     ==== 

                              PORTFOLIO STATISTICS
                              --------------------

                        Number of Issues              2112
                        30-Day Yield                 6.35%
                        Average Coupon               7.44%
                        Yield to Maturity            6.60%
                        Average Maturity        5.33 Years
                        Average Duration        2.59 Years
                        Average Quality                AAA
                    

                                       15
<PAGE>


     AARP HIGH QUALITY BOND FUND
     ---------------------------

FUND OVERVIEW

To help achieve a high level of income compared to similar bond funds, the AARP
High Quality Bond Fund invests in a range of investment-grade bonds. The Fund
maintains quality standards that are among the highest of any general bond fund
currently available, with at least 65% of the Fund's assets invested in
securities rated in the two highest rating categories by Moody's and Standard &
Poor's. The Fund may also invest up to 20% of its assets in bonds rated Baa by
Moody's or rated BBB by S&P. The Fund is also managed to have less share price
volatility than other high quality bond funds.


PORTFOLIO
MANAGEMENT TEAM

William M. Hutchinson
  Lead Portfolio Manager

Scott E. Dolan

David H. Glen
  Portfolio Managers



       Total Return       
       ------------       
        CUMULATIVE        
                          
          FUND     INDEX^+
- ------------------------- 
 1 yr.    8.15%     9.73%

 5 yr.   35.05%    39.70%

 10 yr.  126.98%  147.26%


       AVERAGE ANNUAL     
                          
          FUND     INDEX^+
- ------------------------- 
 1 yr.    8.15%     9.73%

 5 yr.    6.19%     6.91%

 10 yr.   8.54%     9.47%


HOW THE FUND HAS PERFORMED

         The AARP High Quality Bond Fund's one-year total return of 8.15%
(representing 6.13% in distribution of income and 2.02% in capital change)
underperformed the unmanaged Lehman Brothers Aggregate Bond Index of 9.73%.
Because your Fund attempts to reduce share price volatility, it will often
underperform the index when long-term interest rates decline, as they have over
much of the period covered by this Report. Long-term interest rates, as measured
by the 30-year Treasury Bond, declined from 6.92% to 6.39% for the same period.
It is important to remember that the index return does not reflect investment in
cash or short-term securities like those held in the Fund; nor does the index
reflect the impact of servicing, investment management, or administrative
expenses that a mutual fund incurs.

         The Fund's return will vary from year to year, however, by maintaining
a long-term focus and staying invested through periods of rising and declining
interest rates, you increase the chances of achieving your long-term objective.
The graph to the right shows how $10,000 invested in the Fund on September 30,
1987 would have grown as of September 30, 1997, assuming all distributions were
reinvested.

THE FUND'S INVESTMENT STRATEGY

         Over the past 12 months we focused our efforts on implementing our
diversification strategy by investing across a range of maturities, quality
ratings, and industries. Your Fund continued to be well diversified in
high-quality securities. As of September 30, 1997, 66% of the portfolio was
invested in government, AAA-rated, or AA-rated securities; 12% of the Fund was
invested in A-rated bonds; 16% was invested

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^+     
                                  ---------      ---------------------      
 
                    1987           $10000             $10000
                                    
                    1988            11238              11330
                                    
                    1989            12404              12606
                                    
                    1990            13051              13556
                                    
                    1991            15066              15724
                                    
                    1992            16807              17699
                                    
                    1993            18804              19464
                                    
                    1994            17761              18835
                                    
                    1995            20066              21485
                                    
                    1996            20988              22533
                                    
                    1997            22698              24726
                               
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^+ 
                     ---------         ---------------------  
                                                              
        1993            11.88%                9.98%             
                                                                  
        1994            -5.54                -3.22                
                                                                  
        1995            12.98                14.06                
                                                                  
        1996             4.59                 4.90                
                                                                  
        1997             8.15                 9.73                
                                

- ----------
^+ 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>


in BBB securities; and 6% was invested in cash equivalents. We favored
attractively priced mortgage-backed securities, with an allocation of
approximately 25% of the portfolio's assets, because of their high quality and
income potential. We also continued to invest in a broad range of corporate
securities such as those in financial, transportation, and consumer staples
companies. Utilizing an investment provision implemented in February of this
year, we invested 16% of the portfolio assets in BBB-rated securities. This
helped provide you with a 30-day SEC yield of 5.83% as of September 30, 1997.

         Overall, we maintained a barbell maturity strategy with 18% of the
portfolio invested in securities that mature in under one year and 24% of the
portfolio invested in securities maturing in more than ten years.


CALLOUT:

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


         The following graph shows the Fund's monthly downside risk and average
monthly return for the last three years compared to its peer group. The dotted
lines divide the graph into four sections or quadrants. The point where they
intersect represents the median risk and the median return for the peer group of
funds. Our goal is for this Fund to place in the upper-left quadrant, otherwise
in the lower-left quadrant. See the special section on page 6 for a complete
description of our performance measurement system.

      A SCATTER CHART APPEARS HERE

      SCATTER CHART TITLE:
         AARP High Quality Bond Fund Three-Year Risk/Return Performance

      SCATTER CHART TITLE:

                       Average Monthly Return       Monthly Downside Risk
                       ----------------------       ---------------------

 AARP High Quality             0.68%                        0.46%
 Bond Fund

 Peer Funds                    0.76%                        0.53%
 Average




(Data represented from October 1994 through September 1997 for 44 similar
funds.)

Your Fund is located in the lower-left quadrant. Its return was slightly less
than the median return of its Lipper* "Corporate Rated A" fund peer group.
However, it had the 12th lowest risk in this universe of 44 similar mutual
funds.

- ----------
* Lipper Analytical Services, Inc. is the source for the peer group information.


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 three years or more) and be comfortable with fluctuation in the
value of their principal and yield.

                            PORTFOLIO DIVERSIFICATION
                            -------------------------
                            As of September 30, 1997

                      Corporate Bonds                 33%
                      U.S. Treasury Obligation        21%
                      Government National          
                        Mortgage Association          14%
                      Asset Backed                    13%
                      U.S. Government Agency       
                        Pass-Throughs                 11%
                      Cash Equivalents                 6%
                      Foreign Bonds--U.S. $        
                        Denominated                    2%
                                                     ---- 
                                                     100%
                                                     ==== 

                                                
                              PORTFOLIO STATISTICS
                              --------------------
  
                Number of Issues                          52                
                30-Day SEC Yield                       5.83%                
                Average Coupon                         7.19%                
                Yield to Maturity                      5.31%                
                Average Maturity                  9.08 Years                
                Average Duration                  4.35 Years                
                Average Quality                           AA


                                       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 income 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 is also managed to
have less share price volatility than other tax-free bond funds.


PORTFOLIO
MANAGEMENT TEAM

Donald C. Carleton
  Lead Portfolio Manager

Philip G. Condon
  Portfolio Manager


       Total Return       
       ------------       
        CUMULATIVE        
                          
          FUND     INDEX+ 
- ------------------------- 

 1 yr.    8.57%     9.04%

 5 yr.   38.36%    41.40%

 10 yr. 130.07%   131.82%


        AVERAGE ANNUAL        
                              
          FUND     INDEX+     
- -------------------------     

 1 yr.    8.57%     9.04%

 5 yr.    6.71%     7.17%

 10 yr.   8.69%     8.76%


- ----------
* 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

     The AARP Insured Tax Free General Bond Fund provided you with a competitive
return and high, tax-exempt income over the past 12 months. Your Fund's one-year
total return was 8.57% (representing 5.15% in income distributions and 3.42% in
capital change); its 30-day SEC yield as of September 30, 1997 was 4.31%. This
is a taxable equivalent yield of 7.14% for shareholders in the 39.6% tax
bracket.

     The AARP Insured Tax Free General Bond Fund's one-year return
underperformed the unmanaged Lehman Brothers Municipal Bond Index's return of
9.04%. It is important to note that due to the Fund's investment strategy to
moderate share price volatility, the Fund will often underperform versus similar
funds and the index. Also, 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.

     By maintaining a long-term focus and staying invested through strong and
weak markets, your investment has the opportunity to grow over time. The graph
to the right shows how $10,000 invested in the Fund on September 30, 1987 would
have grown by September 30, 1997, assuming all distributions were reinvested.

THE FUND'S INVESTMENT STRATEGY

     In keeping with your Fund's objective to reduce share price volatility,
purchasing bonds with call protection remained a fundamental part of the Fund's
investment strategy over the past 12 months. Generally, a bond is called by the
issuer so that it can be refinanced at a lower interest

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

CHART PERIOD:  Yearly Periods ended September 30

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

             1987         10000                        10000

             1988         11439                        11296

             1989         12658                        12277

             1990         13276                        13113

             1991         15115                        14842

             1992         16628                        16395

             1993         19009                        18484

             1994         18158                        18033

             1995         20012                        20051

             1996         21190                        21260

             1997         23007                        23182
                                            
                                            
BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS
                                            
CHART PERIOD:  Yearly Periods ended September 30
                        Total Return %                              
                    
CHART DATA:                                                                  
                                                                             
                          AARP Insured Tax Free         Lehman Brothers      
                            General Bond Fund        Municipal Bond Index^+  
                            -----------------        ---------------------   
                                                  
                 1993              14.31%                   12.74%
            
                 1994              -4.47                    -2.44
           
                 1995              10.21                    11.18 
       
                 1996               5.88                     6.04

                 1997               8.57                     9.04
                            
         

- ----------
^+ 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>

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 by the issuer before their stated maturity. As of September 30, 1997,
85% of the portfolio was invested in non-callable bonds.

CALLOUT:

Investing in securities of varying maturities helps reduce the share price
volatility of this Fund.

     The maturity structure of the portfolio was not significantly altered
during the past twelve months. We still prefer bonds from the 5- to 15-year
range of the market, which accounted for approximately 69% of the Fund's assets
as of September 30, 1997. The remaining 31% of the portfolio was divided equally
between short-term securities and bonds maturing in more than 15 years.

     In addition, as of September 30, 1997, 95% of the portfolio was invested in
insured securities (or securities with escrowed U.S. Treasuries which 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 our strategy of maintaining a moderate duration (see
Glossary on page 160 for a definition of the word "duration"), presently of 7.39
years, will continue to serve you well. We seek to provide you with high income
free from federal income taxes and to keep your Fund's share price more stable
than that of a long-term municipal bond fund.

     The following graph shows your Fund's monthly downside risk and average
monthly return performance for the last three years compared to its peer group.
The dotted lines divide the graph into four sections or quadrants. The point
where they intersect represents the median risk and the median return for the
peer group of funds. Our goal is for this Fund to place in the upper-left
quadrant, otherwise the lower- left quadrant.

      A SCATTER CHART APPEARS HERE

      SCATTER CHART TITLE:

   AARP Insured Tax Free General Bond Fund Three-Year Risk/Return Performance

      SCATTER CHART DATA:

                      Average Monthly Return       Monthly Downside Risk
                      ----------------------       ---------------------
 
 AARP Tax Free                 0.66%                        0.68%
 General Bond Fund
 
 Peer Funds                    0.65%                        0.78%
 Average
 

(Data represented from October 1994 through September 1997 for 16 similar
funds.)

Your Fund is located at the intersection of the upper- and lower-left quadrants.
Its return was the same as the median return of its Lipper* Insured Muni Bond
fund peer group. The Fund had the third lowest risk in this universe of 16
similar mutual funds.

- ----------
* Lipper Analytical Services, Inc. is the source for the peer group information.



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
long term (at least three years or more) and be comfortable with fluctuation in
the value of their principal and yield.


                            MUNICIPAL BOND EFFECTIVE
                              MATURITIES ALLOCATION
                              ---------------------
                            As of September 30, 1997

                       Less than 1 year             3% 
                       1 to less than 5 years      11% 
                       5 to less than 10 years     28% 
                       10 to less than 15 years    41% 
                       Greater than 15 years       17%
                                                  ---- 
                                                  100%
                                                  ====
 
  
                              PORTFOLIO STATISTICS
                              --------------------

                   Number of Issues                     368                   
                   30-Day SEC Yield                   4.31%                   
                   Average Coupon                     4.79%                   
                   Average Maturity              10.8 Years                   
                   Effective Duration            7.39 Years                   
                   Average Quality                      AAA


                                       19
<PAGE>

     AARP BOND FUND FOR INCOME
     -------------------------

FUND OVERVIEW

The AARP Bond Fund for Income is designed to provide the highest level of
monthly income of any AARP Fund by investing primarily in investment- grade
bonds. The Fund can invest up to 35% in below-investment-grade bonds (at least
25% of which must be BB or Ba and no more than 10% of which may be B). The AARP
Bond Fund for Income is also managed to have less share price volatility than
other investment-grade long-term bond funds.


PORTFOLIO
MANAGEMENT TEAM

William M. Hutchinson
  Lead Portfolio Manager

Kelly D. Babson

David H. Glen
  Portfolio Managers


       Total Return       
       ------------       
        CUMULATIVE        
                          
          FUND     INDEX^+
- ------------------------- 
 Life of
 Fund*    6.06%     6.21%


HOW THE FUND HAS PERFORMED

     The AARP Bond Fund for Income has performed close to its index since it was
introduced on February 1, 1997. For the life of the Fund (February 1, 1997
through September 30, 1997), the total return of 6.06% (not annualized) slightly
underperformed the Lehman Brothers Aggregate Bond Index's return of 6.21% for
the same period. It is important to note that due to the Fund's investment
strategy to moderate share price volatility, the Fund will often underperform
versus similar funds and the index. Also, the index return does not reflect
investment in cash or the deduction of any servicing, investment management, or
administrative expenses that a mutual fund has.

CALLOUT:

In pursuit of the highest level of income of any AARP Mutual Fund, the Fund has
the flexibility to invest in a full array of maturities and credit quality.


THE FUND'S INVESTMENT STRATEGY

     Your Fund must invest at least 65% of its assets in investment-grade bonds.
The Fund also invests a portion of its assets in lower-grade bonds. Our
investment orientation is towards the "upper end" -- or high-quality end -- of
the low-grade market, primarily BB-quality securities. We anticipate that
investing in these lower-grade securities will produce a higher yield and more
share price appreciation than the other income funds offered by the Program,
although the investment risk is somewhat higher. As of September 30, 1997, 78%
was invested in investment-grade bonds of BBB or higher, 14% in BB bonds, and 8%
in B bonds.

     We also chose to keep the Fund richly diversified, utilizing a full array
of maturities and
  

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

CHART PERIOD:  Monthly Periods from February 1, 1997*
                       to September 30, 1997

CHART DATA:                                                    
                    AARP Bond Fund          Lehman Brothers     
                      for Income         Aggregate Bond Index^+ 
                    --------------       ---------------------  

         2/1/97            10000                     10000

                           10039                     10025

         3/31/97            9921                      9914

                           10004                     10062

                           10139                     10158

         6/30/97           10266                     10279

                           10567                     10556

                           10457                     10467

         9/30/97           10606                     10621



BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS

CHART PERIOD:  Period ended September 30
                     Total Return %

CHART DATA:                                                     
                    AARP Bond Fund          Lehman Brothers     
                      for Income         Aggregate Bond Index^+ 
                    --------------       ---------------------  

          2/1/97* -       6.06%                   6.21%
          9/30/97

- ----------
^+ 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, 1997.

                                       20
<PAGE>

credit quality. As of September 30, 1997, 53% of the portfolio was invested in
the corporate sector, 6% in mortgage-backed securities, 9% in asset-backed
securities, and 32% in cash and U.S. government securities (due to the large
inflow of cash into this new fund). In the corporate sector, we were invested
32% in industrials, 16% in financials, and 5% in utilities. We also maintained a
barbell strategy where 29% of the portfolio is invested in bonds maturing in ten
years or more and 30% is invested in bonds maturing in under one year.

     We will continue to manage the AARP Bond Fund for Income for higher yields
than other AARP Income Funds, but to have less downside share price volatility
than other investment-grade bond funds. In turn, it is important to remember
that this Fund will likely experience more volatility than the AARP GNMA and
U.S. Treasury Fund or the AARP High Quality Bond Fund. Investors in this Fund
must therefore be in a position to tolerate greater risk to the value of their
investment for the potential of greater returns over the long term.

FOR WHOM THE
FUND IS DESIGNED

The Fund is designed for investors who seek high monthly income from a
diversified portfolio of largely investment-grade bonds, but who are willing to
accept the additional risk of a portfolio with some investment in lower-quality
bonds. Investors should be prepared to invest for the long term (at least three
years or more) and be comfortable with fluctuation in the value of their
principal. The AARP Bond Fund for Income could serve as a core bond investment
in most investors' portfolios because it offers the potential for high yields,
competitive total returns, and less share price fluctuation than other
investment-grade bond funds.


                              PORTFOLIO ALLOCATION
                              --------------------
                            As of September 30, 1997

                        Corporate Bonds             50%                       
                        Cash Equivalents            31%                       
                        Asset-Backed Securities      9%                       
                        Government National
                          Mortgage Association       4%                       
                        Foreign Bonds -- U.S. $
                          Denominated                3%                       
                        U.S. Government Agency
                          Pass-Throughs              2%                       
                        U.S. Treasury Obligations    1%
                                                   ----
                                                   100%
                                                   ====


                              PORTFOLIO STATISTICS
                              --------------------

                   Number of Issues                      67                   
                   30-Day SEC Yield                   6.92%                   
                   Average Coupon                     7.85%                   
                   Yield to Maturity                  5.05%                   
                   Average Maturity              9.85 Years                   
                   Average Duration              4.96 Years                   
                   Average Quality                        A
               
               
                                       21
<PAGE>

     AARP BALANCED STOCK AND BOND FUND
     ---------------------------------


FUND OVERVIEW

By investing in 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 balanced funds. The Fund is also managed to have less share price
volatility than other balanced funds.


PORTFOLIO
MANAGEMENT TEAM

Robert T. Hoffman
  Lead Portfolio Manager

William M. Hutchinson

Benjamin W. Thorndike
  Portfolio Managers


       Total Return        
       ------------        
        CUMULATIVE         
                           
                   BLENDED 
          FUND     INDEX+  
- -------------------------  
  1 yr.    27.34%   23.96%

 Life of
 Fund*     66.87%   64.21%

        AVERAGE ANNUAL    
                          
                   BLENDED
          FUND     INDEX+ 
- ------------------------- 
 1 yr.     27.34%   23.96%
 
 Life of
 Fund*     15.00%   14.49%

HOW THE FUND HAS PERFORMED

     The AARP Balanced Stock and Bond Fund's one-year total return of 27.34%
(representing 4.57% in income distributions and 22.77% in capital change)
outperformed the blended index's return of 23.96%. The blended index is made up
of the unmanaged Standard & Poor's Composite Index of 500 Stocks (50%), the
unmanaged Lehman Brothers Aggregate Bond Index (40%), and the three-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.)

     By maintaining a long-term focus and staying invested through good and bad
times, your investment has the opportunity to grow significantly over time. The
graph to the right shows how a $10,000 investment in the Fund would have grown
if you invested in the Fund on February 1, 1994, assuming all distributions were
reinvested.

THE FUND'S INVESTMENT STRATEGY

     In general, the stock portion of your Fund (representing 61% of the
portfolio as of September 30, 1997) uses an approach similar to the AARP Growth
and Income Fund. We invest in stocks that are believed to have favorable
long-term capital appreciation outlooks and 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, please refer to the AARP Growth

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

CHART PERIOD:  Semiannual Periods from February 1, 1994*
                        to September 30, 1997

CHART DATA:

               AARP Balanced   Standard & Poor's   Lehman Brothers              
              Stock and Bond   500 Stock Price     Aggregate Bond      Blended  
                  Fund              Index               Index            Index^+
                  ----              -----               -----            -----

2/94*           $10000             $10000              $10000           $10000

3/94             10154               9305                9583             9490

9/94             10584               9800                9543             9747

3/95             11024              10752               10062            10461

9/95             12361              12715               10885            11776

3/96             13343              14203               11146            12602

9/96             13978              15299               11416            13247

3/97             15007              17019               11694            14157

9/97             17800              21489               12527            16421


BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS

CHART PERIOD:  Yearly Periods ended September 30
                       Total Return %

CHART DATA:

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

           1995             16.80                     20.43

           1996             13.08                     14.50

           1997             27.34                     23.96
           

- ---------- 
^+ 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.


                                       22
<PAGE>

and Income Fund Report on page for details on specific stock selection. (The
Fund may invest up to 70% of its assets in stocks.)

     The portion of the Fund invested in bonds (representing 31% of the
portfolio as of September 30, 1997) must include investment-grade securities --
those rated Baa or higher by Moody's or BBB or higher by Standard & Poor's, both
independent ratings organizations. At least 75% of these securities must be
rated within the three highest quality ratings (AAA, AA, and A) by Moody's or
S&P. (At all times, at least 30% of your Fund's assets will be a combination of
investment-grade bonds and cash equivalents.) We moved from intermediate bonds
over the past 12 months to a barbell strategy (with an emphasis on short and
long maturities) in anticipation of a flattening yield curve (short-term yields
rising faster than long-term yields). The remaining 8% of the Fund's assets were
invested in cash equivalents.



                                ASSET ALLOCATION
                                ----------------
                            As of September 30, 1997

                           Stocks                 61%               
                           Bonds                  31%               
                           Cash Equivalents        8%
                                                 ----                
                                                 100%
                                                 ==== 


     We continue to believe that stocks will outperform bonds and cash over the
longer term; therefore, a majority of the portfolio will continue to be invested
in stocks. While we are comfortable with our current asset allocation of 61%
stocks, 31% bonds, and 8% cash equivalents, this allocation may be gradually
changed depending upon our expectations for the financial markets.

     The following graph shows your Fund's monthly downside risk and average
monthly return performance for the last three years compared to its peer group.
The dotted lines divide the graph into four sections or quadrants. The point
where they intersect represents the median risk and the median return for the
peer group of funds. Our goal is for this Fund to place in the upper-left
quadrant, otherwise in the lower-left quadrant. See page 6 for a complete
description of our performance measurement system.

      A SCATTER CHART APPEARS HERE

      SCATTER CHART TITLE:

      AARP Balanced Stock and Bond Fund Three-Year Risk/Return Performance

      SCATTER CHART DATA:

                       Average Monthly Return       Monthly Downside Risk
                       ----------------------       ---------------------
 
 AARP Balanced                 1.46%                        0.76%
 Fund
 
 Peer Funds                    1.46%                        0.93%
 Average
 
(Data represented from October 1994 through September 1997 for 85 similar
funds.)


Your Fund is located at the intersection of the upper- and lower-left quadrants.
Its return was the same as the median return of its Lipper* Balanced fund peer
group. The Fund had the 12th lowest risk in this universe of 85 similar mutual
funds.

- ----------
* Lipper Analytical Services, Inc. is the source for the peer group information.


FOR WHOM THE
FUND IS DESIGNED

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



                                STOCK ALLOCATION
                                ----------------
                            As of September 30, 1997

                        Financial                        24%  
                        Manufacturing                    17%  
                        Energy                            8%  
                        Consumer Staples                  8%  
                        Communications                    7%  
                        Utilities                         7%  
                        Durables                          6%  
                        Health                            6%  
                        Consumer Discretionary            6%  
                        Other                            11%
                                                        ----
                                                        100%
                                                        ====
                                                          
                                                

                                 BOND ALLOCATION
                                 ---------------
                            As of September 30, 1997

                        Corporate Bonds                  41%
                        U.S. Treasury Obligations        22%
                        U.S. Gov't. Agency
                          Pass-Throughs                  20%
                        Asset-Backed Securities           7% 
                        Gov't. National Mortgage
                          Association                     5%
                        Foreign Bonds-U.S. $
                          Denominated                     5%
                                                        ----
                                                        100%
                                                        ====
                        

                                       23
<PAGE>
  
     AARP GROWTH AND INCOME FUND
     ---------------------------

FUND OVERVIEW

The AARP Growth and Income Fund is a conservatively managed equity fund that
provides the potential for long-term growth and quarterly income. It invests in
above-average, dividend-yielding stocks that may offer the opportunity for
long-term growth of capital. The AARP Growth and Income Fund is also managed to
have less share price volatility than other growth and income funds.


PORTFOLIO
MANAGEMENT TEAM

Robert T. Hoffman
  Lead Portfolio Manager

Lori J. Ensinger

Deborah A. Chaplin

Kathleen T. Millard

Benjamin W. Thorndike
  Portfolio Managers


      Total Return      
      ------------      
       CUMULATIVE       
                        
         FUND     INDEX+
- ------------------------
1 yr.   40.70%    40.46%

5 yr.  162.57%   156.92%

10 yr. 289.67%   295.87%


      AVERAGE ANNUAL     
                         
         FUND     INDEX+ 
- ------------------------ 
1 yr.   40.70%    40.46%

5 yr.   21.30%    20.76%

10 yr.  14.57%    14.74%


HOW THE FUND HAS PERFORMED

     The AARP Growth and Income Fund performed well over the past 12 months. Its
one-year total return of 40.70% (representing 3.22% in distributions of income
and 37.48% in capital change) outperformed the unmanaged Standard & Poor's
Composite Index of 500 Stocks' return of 40.46%. This performance was due to the
strong appreciation of the Fund's largest holdings.

     Of course, the returns for your Fund will vary from year to year, however,
by maintaining a long-term focus and avoiding overreaction to short-term market
volatility, your investment has the opportunity to grow significantly over time.
The graph to the lower right shows what $10,000 invested in the Fund on
September 30, 1987 would be worth on September 30, 1997, assuming all
distributions were reinvested.


THE FUND'S INVESTMENT STRATEGY

     We continued to focus on investing in undervalued securities with
above-average relative dividend yields. The manufacturing sector contributed
significantly to the favorable performance over the past 12 months. For example,
Xerox, our largest holding, returned 59.3% for the period. This was due to key,
company-specific events, namely a new product introduction in modular-based
digital office copiers, and an announcement that the company was acquiring the
remaining 20% interest in Rank Xerox, a cornerstone of Xerox's European
strategy. Another manufacturing stock, Philips Electronics, returned 136.1% for
the period, based in part on the success of internal asset restructuring and
news it had

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^+ 
                              -----------     ----------------------- 
                                  
                   1987         $10000                $10000

                   1988           8922                  8763

                   1989          11644                 11653

                   1990          10457                 10577

                   1991          13300                 13873

                   1992          14841                 15408

                   1993          17717                 17411

                   1994          19132                 18053

                   1995          23041                 23423

                   1996          27696                 28183

                   1997          38967                 39587
                   
               
BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS

CHART PERIOD:  Yearly Periods ended September 30
                       Total Return %

CHART DATA:

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

            1993              19.38%                     12.97%

            1994               7.99                       3.68

            1995              20.43                      29.75

            1996              20.20                      20.34

            1997              40.70                      40.46
            
            

- ----------
^+ 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 traded on the 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.

                                       24
<PAGE>


entered into a joint venture with Lucent, a consumer communications company.


CALLOUT:

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


     The Fund's health care weighting, concentrated in pharmaceuticals, also
helped the Fund's favorable performance. Earnings acceleration from new product
introductions and favorable long-term demographic trends have made this group
one of the strongest performing market sectors over the last few years. Holdings
such as Warner Lambert and Bristol Myers performed extremely well over this
period. This kind of dramatic outperformance always forces one to ask how much
higher the stocks can rise and whether their current levels are sustainable. As
pharmaceutical stocks have become more fully valued, we have been gradually
reducing our holdings.

     There were mixed results in the financial sector over this period. Our real
estate investment trust (REIT) holdings, despite strong absolute returns,
continued to lag banking and insurance stocks. During the past several months,
we scaled back REITs that have posted strong gains, such as Equity Residential
Properties and Developing Diversified Realty. We did, however, experience solid
total returns with our finance holdings, led by EXEL Limited and Lincoln
National, as well as SLM Holding Corp. (Please note that portfolio changes
should not be considered recommendations for action by individual investors.)

     The following graph shows your Fund's monthly downside risk and average
monthly return performance for the last three years compared to its peer group.
The dotted lines divide the graph into four sections or quadrants. The point
where they intersect represents the median risk and the median return for the
peer group of funds. Our goal is for this Fund to place in the upper-left
quadrant, otherwise in the lower-left quadrant. See page 6 for a complete
description of our performance measurement system.

      A SCATTER CHART APPEARS HERE

      SCATTER CHART TITLE:
         AARP Growth and Income Fund Three-Year Risk/Return Performance

      SCATTER CHART DATA:

                      Average Monthly Return       Monthly Downside Risk
                      ----------------------       ---------------------
 
 AARP Growth and               2.00%                        1.26%
 Income Fund

 Peer Funds                    1.97%                        1.52%
 Average
 

(Data represented from October 1994 through September 1997 for 269 similar
funds.)

Your Fund is located in the upper-left quadrant. Its return was slightly
better than the median return of its Lipper* Growth and Income peer group. The
Fund also had the 30th lowest risk in this universe of 269 similar mutual funds,
putting it in the top 11% for lowest risk.

- ----------
* Lipper Analytical Services, Inc. is the source for the peer group information.


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 five years or more and be comfortable with fluctuation in
the value of their principal that is associated with investing in stocks.


                            SECTOR DIVERSIFICATION --
                           EXCLUDES CASH EQUIVALENTS
                           -------------------------
                            As of September 30, 1997

                    Financial                        22%                    
                    Manufacturing                    20%                    
                    Consumer Staples                  9%                    
                    Energy                            8%                    
                    Communications                    7%                    
                    Durables                          7%                    
                    Utilities                         7%                    
                    Consumer Discretionary            6%                    
                    Health                            6%                    
                    Other                             8%
                                                    ----
                                                    100%
                                                    ==== 
  


                                ASSET ALLOCATION
                                ----------------
                            As of September 30, 1997

                    Stock Holdings                   97%                     
                    Cash Equivalents                  3%
                                                    ----
                                                    100%
                                                    ==== 
  
                                       25
<PAGE>

     AARP U.S. STOCK INDEX FUND    
     --------------------------    

FUND OVERVIEW

The AARP U.S. Stock Index Fund uses the S&P 500 Index as a benchmark, but holds
securities in S&P 500 companies with higher yields. Standard & Poor's Index is
an unmanaged broad market index of 500 large "blue chip" companies. The Fund is
managed to have less share price volatility than other stock index funds and the
unmanaged S&P 500 Index.

PORTFOLIO
MANAGEMENT TEAM

Philip S. Fortuna
  Lead Portfolio Manager

James M. Eysenbach
  Portfolio Manager



NOTE:

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

        Total Return      
        ------------      
         CUMULATIVE       
                          
           FUND     INDEX+
 -------------------------
 
  Life of
  Fund*    21.22%   22.02%


HOW THE FUND HAS PERFORMED

         The AARP U.S. Stock Index Fund was introduced on February 1, 1997.
Since inception (February 1, 1997 through September 30, 1997), your Fund
provided a total return of 21.22% (not annualized) vs. 22.02% for Standard &
Poor's Index of 500 Stocks. Consistent with its strategy, the Fund has exhibited
slightly lower day-to-day volatility than the S&P 500 Index and outperformed the
index on 61% of the down days.


CALLOUT:

The AARP U.S. Stock Index Fund strives to reduce share price fluctuation by
favoring dividend-paying S&P 500 stocks. Stocks of this type historically have
been more stable, especially in periods of decline.


THE FUND'S INVESTMENT STRATEGY

     Our investment strategy is to invest in a broadly diversified portfolio
consisting of more than 400 S&P 500 companies as of the end of September 1997.
Using a technique referred to as "sampling," the portfolio is tilted towards
those common stocks of S&P 500 companies that are expected to pay higher
dividends than S&P 500 companies in the aggregate. By managing the Fund in this
way, we expect performance to be less volatile than the S&P 500 over time. We
also seek to offer shareholders a competitive return with a higher dividend
yield than comparable index funds.

     The AARP U.S. Stock Index Fund offers a low-cost way of investing in a
diversified stock portfolio that provides a high degree of performance
similarity to the S&P 500.

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

CHART PERIOD:  Monthly Periods from February 1, 1997*
                     to September 30, 1997

CHART DATA:

                                AARP U.S.         Standard &   
                              Stock Index     Poor's 500 Stock 
                                  Fund          Price Index^+  
                                  ----          ------------

                  2/1/97*        $10000           $10000

                                  10073            10078

                  3/31/97          9659             9664

                                  10207            10241

                                  10802            10864

                  6/30/97         11293            11352

                                  12146            12255

                                  11508            11568

                  9/30/97         12122            12202
 

BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Period ended September 30
                        Total Return %

CHART DATA:

                               AARP U.S.        Standard &  
                              Stock Index    Poor's 500 Stock
                                 Fund          Price Index^+ 
                                 ----          ------------  
                  2/1/97* -
                  9/30/97        21.22%             22.02%
                  
                  
   ----------
   ^+ 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 traded on the
   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.

*  The Fund commenced operations on February 1, 1997.

                                       26
<PAGE>


The sector diversification, excluding cash equivalents as of September 30, 1997:

            Financial                        14%
            Technology                       13%
            Health                           11%
            Manufacturing                    11%
            Consumer Staples                 10%
            Energy                            9%
            Communications                    7%
            Utilities                         6%
            Durables 6%
            Other                            13%



                                Asset Allocation
                                ----------------
                            As of September 30, 1997

                         Stock Holdings           97%
                         Cash Equivalents          3%
                                                 ----
                                                 100%
                                                 === 
                
FOR WHOM THE
FUND IS DESIGNED

The Fund is suitable for investors seeking long-term growth of their investment
and who prefer a more "passive" approach to stock market investing. It is
appropriate for more conservative investors who are seeking higher dividend
income and somewhat lower than average volatility than a similar S&P 500 Index
Fund. Investors should invest for the long term (at least five years or more)
and be comfortable with the value of their principal moving up and down.

                                       27
<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. It is managed to have less share price
volatility than other growth funds.


PORTFOLIO
MANAGEMENT TEAM

William F. Gadsden
  Lead Portfolio Manager

Bruce F. Beaty
  Portfolio Manager


        Total Return       
        ------------       
         CUMULATIVE        
                           
           FUND     INDEX+ 
 ------------------------- 
  1 yr.    46.72%   40.46%

  5 yr.   149.33%  156.92%

  10 yr.  266.94%  295.87%


        AVERAGE ANNUAL     
                          
           FUND     INDEX+ 
 ------------------------- 
  1 yr.   46.72%    40.46%

  5 yr.   20.05%    20.76%

  10 yr   13.88%    14.74%


HOW THE FUND HAS PERFORMED

     The AARP Capital Growth Fund performed exceptionally well over the past
year, providing shareholders in the Fund with a one-year total return of 46.72%
(representing 1.27% in distributions of income and 45.45% in capital change).
This return outperformed the Standard & Poor's 500 return of 40.46%. Your Fund's
favorable performance over this period can be attributed to the overall strength
of the U.S. stock market, and to our overweighted position in selected
technology and finance issues -- two strongly performing stock sectors during
this period. We are pleased that our valuation disciplines and diversification,
which we instituted in late 1994 to reposition the Fund within the growth fund
category, lead to competitive returns with less share price volatility.

     Remember that returns for the Fund will vary from year to year, however, by
maintaining a long-term focus and staying invested through the ups and downs of
the market, we believe your investment has the opportunity to grow significantly
over time. The graph to the right shows how a $10,000 investment in the Fund on
September 30, 1987 would have grown by September 30, 1997, assuming all
dividends were reinvested.

THE FUND'S INVESTMENT STRATEGY

     We have maintained a consistent investment strategy, which resulted in only
a few portfolio changes. The two top performing sectors of the market continued
to be technology and finance. In the technology sector, several of our holdings
experienced spectacular returns. The financial sector rose on the long-term
trends of restructuring and consolidation in the banking industry. Financial
stocks were

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

CHART PERIOD:     Yearly Periods ended September 30

CHART DATA:

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

                     87         $10000           $10000

                     88           9452             8763

                     89          13575            11653

                     90          9915             10577

                     91          14159            13873

                     92          14717            15408

                     93          18327            17411

                     94          17466            18053

                     95          21565            23423

                     96          25009            28183

                     97          36694            39587
             

BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS

CHART PERIOD:  Yearly Periods ended September 30
                        Total Return %

CHART DATA:

                                AARP Capital       Standard &  
                                  Growth       Poor's 500 Stock
                                   Fund          Price Index^+ 
                                   ----          ------------          
                    1993           24.53%           12.97%

                    1994           -4.70             3.68

                    1995           23.47            29.75

                    1996           15.97            20.34

                    1997           46.72            40.46
                                   
                             
- ----------
^+ 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 traded on the
   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.


                                       28
<PAGE>



well represented in your Fund's top ten holdings, including American Express,
EXEL, and Franklin Resources.

CALLOUT:

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 other
growth funds.

     We recently began investing in oil field services companies. This is one of
the few industries where we see competitive pricing and strong demand for
services. After a decade of attrition, downsizing, and restructuring, we expect
oil field service companies to exhibit strong earnings as worldwide oil demand
remains firm. For example, oil companies are now able to drill wells with a
higher success rate because of the improved technology provided by oil field
services companies. This is significant for oil companies because it has
effectively lowered the high cost of drilling deep wells. At the end of
September 1997, the Fund had oil field service holdings in Schlumberger and
Sante Fe International.

     While we avoid making predictions about the market and prefer to focus on
picking quality stocks that meet our investment requirements, we think the
favorable investment environment of 1997 should continue into 1998. Company
fundamentals remain positive: growth is strong, inflation is low, and
productivity continues to improve at many companies. We believe that leading
American companies -- the primary focus of your Fund's investment -- will
continue to provide some of the best opportunities in this environment.

     The following graph shows your Fund's monthly downside risk and average
monthly return performance for the last three years compared to its peer group.
The dotted lines divide the graph into four sections or quadrants. The point
where they intersect represents the median risk and the median return for the
peer group of funds. Our goal is for this Fund to place in the upper-left
quadrant, otherwise in the lower-left quadrant.

      A SCATTER CHART APPEARS HERE

      SCATTER CHART TITLE:

           AARP Capital Growth Fund Three-Year Risk/Return Performance

      SCATTER CHART DATA:

                       Average Monthly Return       Monthly Downside Risk
                       ----------------------       ---------------------
 
 AARP Capital                  2.10%                       1.54%
 Growth Fund
 
 Peer Funds                    2.01&                       1.92%
 Average
 
(Data represented from October 1994 through September 1997 for 74 similar
funds.)


Your Fund is located in the upper-left quadrant. Its return was better than the
median return of its Lipper* Growth fund peer group. The Fund had the fifth
lowest risk in this universe of 74 similar mutual funds, with almost half the
downside risk of the riskiest fund.

- ----------
* Lipper Analytical Services, Inc. is the source for the peer group information.

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 long term (at least five years or
more) and be comfortable with the short-term fluctuation of their principal that
is associated with investing in stocks.


                            SECTOR DIVERSIFICATION --
                           EXCLUDES CASH EQUIVALENTS
                           -------------------------
                            As of September 30, 1997

                       Financial                        21%  
                       Technology                       17%  
                       Energy                           14%  
                       Manufacturing                    13%  
                       Consumer Discretionary            9%  
                       Health                            9%  
                       Service Industries                5%  
                       Durables                          4%  
                       Consumer Staples                  4%  
                       Other                             4%
                                                       ----
                                                       100%
                                                       ====
  

                                ASSET ALLOCATION
                                ----------------
                            As of September 30, 1997

                       Stock Holdings                   95%  
                       Cash Equivalents                  5%
                                                       ----
                                                       100% 
                                                       ====  
  
                                       29
<PAGE>
     AARP SMALL COMPANY STOCK FUND
     -----------------------------

FUND OVERVIEW

From investment primarily in the stocks of small U.S. companies, the Fund seeks
to provide long-term capital growth. It is also managed to have less share price
volatility than similar small company stock funds.


PORTFOLIO
MANAGEMENT TEAM

James M. Eysenbach
  Lead Portfolio Manager

Philip S. Fortuna
  Portfolio Manager


      Total Return        
       ------------       
        CUMULATIVE        
                          
          FUND     INDEX+ 
- -------------------------  
 Life of
 Fund*    33.53%   24.13%


HOW THE FUND HAS PERFORMED

     The AARP Small Company Stock Fund was introduced to shareholders on
February 1, 1997. Since inception, (February 1, 1997 through September 30,
1997), your Fund's total return of 33.53% (not annualized) outperformed the
Russell 2000 Index's return of 24.13% for the same period. Consistent with its
risk management mandate, your Fund has exhibited lower volatility than the
Russell 2000 Index of small companies and outperformed the Index on 88% of the
down days.


CALLOUT:

The Fund seeks to be more stable than other small company stock funds by
targeting undervalued small companies which, as a group, typically pay
above-average dividends.


THE FUND'S INVESTMENT STRATEGY

         In pursuing capital appreciation from small company stocks, we utilize
a disciplined approach to uncover undervalued stocks within a broad universe of
small companies. First, we conduct a quantitative evaluation of approximately
2,000 small U.S. stocks, analyzing valuations, sales and earnings growth rates,
price momentum, and risk characteristics. We focus on companies selling at
prices that we believe do not reflect their underlying value. We emphasize those
companies with stable or improving sales and earnings growth or other
characteristics indicating that the undervaluation will be recognized in the
future. Then we build a diversified portfolio by assessing the risk/return
tradeoff of various combinations of attractively rated companies, with an
objective of maintaining an overall risk profile that is approximately 10% to
20% below that of the Russell 2000 Index. An important element of

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

CHART PERIOD:
               Monthly Periods from February 1, 1997*
                        to September 30, 1997

CHART DATA:

                              AARP Small
                               Company              Russell          
                              Stock Fund          2000 Index^+ 
                              -----------         ------------
                             
               2/1/97*          $10000              $10000
                                 10120                9758
               3/31/97            9940                9297
                                  9933                9323
                                 11033               10360
               6/30/97           11660               10805
                                 12273               11307
                                 12513               11566
               9/30/97           13353               12413
               
         
BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS

CHART PERIOD:     Period ended September 30
                        Total Return %
CHART DATA:
                              AARP Small                      
                               Company              Russell   
                              Stock Fund          2000 Index^+
                              -----------         ------------
                                                                              
               2/1/97* -         
               9/30/97           33.53%              24.13%
                                 
- ----------
^+ The Russell 2000 Index is an unmanaged capitalization-weighted measure of 
   approximately 2000 small U.S. stocks.

   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, 1997.


                                       30
<PAGE>


this strategy, given the potential cost of trading small stocks, is working with
our experienced team of traders to ensure the most efficient means of executing
our purchase and sale decisions.

     The emphasis on valuation is reflected in the resulting portfolio, which
has an average price-to-earnings ratio of about one-half of the Russell 2000
Index of small companies. (The price-to-earnings [P/E] ratio gives you an idea
of how much you are paying for a company's earning power. The lower the P/E, the
less you are paying for a dollar of earnings. While a high P/E may be an
indication of higher expected earnings growth, high-P/E stocks are typically
riskier.) Many of the lower-P/E stocks are found in the manufacturing sector of
the market. These small U.S. manufacturing firms currently represent the
portfolio's largest sector weighting. Meanwhile, we are finding relatively few
stocks meeting our valuation criteria within the health care sector. In terms of
size, a typical holding in the Fund has a market capitalization (price times
shares outstanding) of $480 million. By comparison, the typical S&P 500 company
has a market capitalization of $5 billion.

     As of September 30, 1997, your Fund was well diversified, with 149 stocks
selected from the Russell 2000 Index of small companies. As you may know, the
risk of holding individual small company stocks can be high because small
companies generally have higher business risks than more established companies.
This is because small companies may have untested management, less diversified
product lines, and limited financial resources. This makes small companies more
vulnerable to adverse business developments than larger companies. We attempted
to control these risks by holding a relatively large number of securities in the
portfolio in addition to maintaining an overall above-average dividend yield. As
a direct result, your Fund has experienced lower than average small stock
volatility since inception compared to similar funds.

     Going forward, we will continue to apply our disciplined, value- oriented
approach to selecting small company stocks in accordance with your Fund's
objective of seeking long-term capital appreciation with less share price
volatility than other small company stock funds. We believe that the AARP Small
Company Stock Fund continues to be appropriate for investors seeking
diversification and exposure to the small company sector of the stock market as
part of a well-rounded portfolio.


FOR WHOM THE
FUND IS DESIGNED

The AARP Small Company Stock Fund is suitable for investors seeking long-term
growth of their investment. Investors should invest for the long term (at least
five years or more) and be comfortable with the value of their principal
fluctuating up and down.

                            SECTOR DIVERSIFICATION --
                           EXCLUDES CASH EQUIVALENTS
                           -------------------------
                            As of September 30, 1997

                       Manufacturing                    25%
                       Financial                        18%
                       Technology                       10%
                       Consumer Discretionary            8%
                       Service Industries                7%
                       Construction                      6%
                       Utilities                         5%
                       Durables                          5%
                       Metals & Minerals                 5%
                       Other                            11%
                                                       ----
                                                       100%
                                                       ====
  

                                ASSET ALLOCATION
                                ----------------
                            As of September 30, 1997

                       Stock Holdings                   94%
                       Cash Equivalents                  6%
                                                       ----
                                                       100%
                                                       ====

  
                                       31

<PAGE>


     AARP GLOBAL GROWTH FUND
     -----------------------

FUND OVERVIEW

The AARP Global Growth Fund seeks to offer long-term capital growth in a
globally diversified portfolio. It is also managed to have less share price
volatility than other global growth funds. 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

Diego Espinosa

Nicholas Bratt
  Portfolio Managers


        Total Return       
        ------------      
         CUMULATIVE       
                          
           FUND     INDEX+
 -------------------------  
  1 yr.    24.67%   24.11%

  Life of
  Fund*    28.74%   32.31%

        AVERAGE ANNUAL     
                           
           FUND     INDEX+ 
 -------------------------    
  1 yr.   24.67%    24.11%

  Life of
  Fund*   16.41%    18.30%


HOW THE FUND HAS PERFORMED

     The AARP Global Growth Fund performed well returning 24.67% (.46% in income
distributions and 24.21% in capital change) for the one-year period ended
September 30, 1997. Your fund outperformed the unmanaged Morgan Stanley Capital
International (MSCI) World Index's return of 24.11%. Its outperformance was due
in part to the strong performance of many of our top holdings and the favorable
global investment environment.

THE FUND'S INVESTMENT STRATEGY

     Our approach to investing in the global equity markets focuses first on
identifying long-term growth trends of the world economy and capital markets,
and then identifying the companies with appropriate stock values that are best
positioned to take advantage of these opportunities. This strategy results in a
well-diversified portfolio of approximately 120 issues across many countries. We
do not try to pick the best country or the best currency. Rather, we focus on
picking the best individual companies.

     We continued to expand your Fund's holdings of companies that share two
characteristics we believe will provide an increasingly important advantage in
the new global environment: dominant worldwide market share and declining
production costs.

     Over the past 12 months, we looked to companies in previously regulated
economies or industries that are restructuring. We already have seen
considerable restructuring in Europe --


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

CHART PERIOD:
                    Quarterly Periods from February 1, 1996*
                              to September 30, 1997

CHART DATA:

                              AARP Global                        
                              Growth Fund     MSCI World Index^+ 
                              -----------     ------------------ 
                                                                         
               2/1/96*          $10000             $10000

               3/96              10180              10224

               6/96              10280              10521

               9/96              10327              10661

               12/96             10907              11149

               3/97              11141              11181

               6/97              12399              12863

               9/97              12874              13231
               
         
BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS

CHART PERIOD:    Periods ended September 30
                       Total Return %

CHART DATA:

                                 AARP Global                        
                                 Growth Fund     MSCI World Index^+ 
                                 -----------     ------------------ 
                      
               2/1/96*
               3/31/97             3.27%               6.60%

               9/30/97            24.67%              24.11%
               

- ----------
^+ 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.


                                       32
<PAGE>


primarily Germany and France -- in the chemicals and pharmaceutical industries.
Many industries, such as insurance, utilities, and banks, are still in the early
stages of restructuring. Stocks such as Daimler-Benz, Mannesmann, and Siemens,
all in Germany, contributed to the Fund's favorable performance. We also began
to turn our attention to Japan, where there are early indications that the first
wave of restructuring is beginning. As a result, we have added Nomura, a
Japanese financial services company to the portfolio.

     We have favored companies that have completed the restructuring process and
are becoming industry leaders. The tire industry is a good example where
Bridgestone (Japan), and Michelin (France) in particular have been strong
performers.

CALLOUT:

The Fund seeks to offer less share price volatility than other global growth
funds by maintaining core holdings in well-established companies of developed
countries.

     Another theme focuses on the world's demographics. Due to an aging
population, we believe pharmaceutical products and health providers, such as
Astra (Sweden), Biogen (U.S.), and Novartis (Switzerland) will continue to
thrive. In addition, many retirees are looking for both a healthy and a wealthy
retirement. Therefore we believe financial companies should also benefit.
Insurance companies such as AEGON (the Netherlands) and Skandia (Sweden) are
examples of companies that fit this theme. (Please note that portfolio changes
should not be considered recommendations for action by individual investors.)

     We have recently taken a more cautious approach toward equities, adding to
both cash and bonds. While we remain optimistic about our equity holdings, we
recognize that rising valuations, particularly in the U.S., have increased the
risk of equity ownership. However, we continue to search for outstanding
investment opportunities in individual stocks.


PIE CHART TITLE:

            Geographical Diversification -- Excludes Cash Equivalents
                            As of September 30, 1997
CHART PERIOD:

CHART DATA:

                       Europe                   56%                       
                       U.S. & Canada            23%                       
                       Japan                    10%                       
                       Pacific Basin             5%                       
                       Latin America             4%                       
                       Africa                    2%
                                               ---- 
                                               100%
                                               ==== 
   
FOR WHOM THE
FUND IS DESIGNED

The AARP Global Growth Fund is suitable for investors who want to add worldwide
stock opportunities to their portfolio. Investors should invest for the long
term (at least five years or more) and be comfortable with the value of their
principal fluctuating up-and-down.


                            SECTOR DIVERSIFICATION --
                           EXCLUDES CASH EQUIVALENTS
                           -------------------------
                            As of September 30, 1997

                      Financial                     24%
                      Manufacturing                 22%
                      Technology                     8%
                      Metals and Minerals            7%
                      Durables                       5%
                      Health                         5%
                      Consumer Staples               4%
                      Service Industries             4%
                      Energy                         4%
                      Other                         17%
                                                   ----
                                                   100%
                                                   ====
                                             



                                ASSET ALLOCATION
                                ----------------
                            As of September 30, 1997

                       Stock Holdings                83%
                       Cash Equivalents              11%
                       Bond Holdings                  6%
                                                    ----
                                                    100%    
                                                    ====
  

                                       33
<PAGE>
 
     AARP INTERNATIONAL STOCK FUND
     -----------------------------

FUND OVERVIEW

The AARP International Stock Fund seeks to offer long-term capital growth and
income from a diversified portfolio of foreign securities. It is managed to have
less share price volatility than other international equity funds. Because the
Fund invests internationally, it will be affected by up-and-down movements in
international stock markets. The Fund will also be subject to international
investment risks such as currency exchange risk.


PORTFOLIO
MANAGEMENT TEAM

Sheridan Reilly
  Lead Portfolio Manager

Irene Cheng

Marc Joseph
  Portfolio Managers


       Total Return       
        ------------      
         CUMULATIVE       
                          
           FUND     INDEX+
 -------------------------  
  Life of
  Fund*    15.73%  14.43%


HOW THE FUND HAS PERFORMED

     The AARP International Stock Fund performed well over the period covered by
this Report, with a total return of 15.73% (not annualized) for the period
February 1, 1997 to September 30, 1997. Your Fund outperformed the Morgan
Stanley Capital International (MSCI) EAFE Index return of 14.43%. This was due
in part to the Fund's geographic distribution. We were heavily weighted in
Europe, at roughly 77% of the portfolio. Europe not only displayed strong
performance in the earlier part of the year, but also weathered the August
decline quite well when foreign markets fell significantly. Southeast Asia was
hit hard in August, causing considerable market declines in this region. Our
underweighting in Southeast Asia, reflecting less than 10% of the portfolio,
helped us weather these turbulent times. In fact, over the past three months,
when the MSCI EAFE provided a return of -0.71%, the AARP International Stock
Fund provided shareholders a positive return of 5.60%.

THE FUND'S INVESTMENT STRATEGY

     Since the Fund was introduced in February 1997, our priority has been to
make this a well-diversified portfolio in keeping with our strategy to
concentrate on individual stocks of well-established companies in developed
overseas markets. As of September 30, 1997, your Fund was diversified among 17
countries, including Germany, the United Kingdom, France, and Japan. As stated
in the section above, our geographic distribution contributed to the Fund's
favorable performance over this period.

     On an industry and sector level, the Fund had significant weightings in
banks and insurers, manufacturers, and consumer goods companies, all of which

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

CHART PERIOD:  Monthly Periods from February 1, 1997* 
                       to September 30, 1997

CHART DATA:                                                     
                                                                
                                 AARP                            
                             International                       
                              Stock Fund      MSCI EAFE Index^+
                              -----------     -----------------
                                                                
               2/1/97*          $10000             $10000
               
                                 10053              10164
               
               3/31/97           10140              10201
               
                                 10007              10255
               
                                 10507              10922
               
               6/30/97           10960              11524
               
                                 11287              11711
               
                                 10833              10836
               
               9/30/97           11573              11443
               
         
BAR CHART TITLE:  ANNUAL INVESTMENT RETURNS

CHART PERIOD:  Yearly Periods ended September 30
                         Total Return %
CHART DATA:

                                 AARP                          
                             International                     
                              Stock Fund      MSCI EAFE Index^+
                              -----------     -----------------            
               2/1/97 -
               9/30/97          15.73%             14.43%



- ----------
^+ The MSCI (Morgan Stanley Capital International) EAFE Index is an unmanaged
   capitalization-weighted measure of global stock markets, including 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, 1997.

                                       34
<PAGE>


held up better than the overall market. We identify companies within these
sectors through a "relative yield" investment approach. This means we target
stocks that have high dividend yields relative to the median of the market --
typically 25% or higher. Reflective of this strategy was our investment in Bank
of Austria, Dorling Kindersley (a U.K. publisher), Elf Aquitane (a French oil
company), and Winterthur (a Swiss insurer). Bank of Austria has a dividend yield
approximately 50% higher than the local market and was priced well below the
book value of the company. At the time we purchased Dorling Kindersley, the
company's dividend yield was double its historical level.


CALLOUT:

By primarily targeting well-managed, dividend-paying companies in established
markets other than the United States, the Fund seeks long-term growth with less
downside share price fluctuation than other international stock funds.


     We also sold some stocks that were extremely profitable to the Fund and
used these profits to make some of the investments mentioned above. We sold our
positions in Shishedo (a Japanese cosmetics company) and Chubb Securities (an
insurance company based in the U.K.). (Please note that portfolio changes should
not be considered recommendations for action by individual investors.)

     Since the Fund's inception, we have seen increased volatility in the
foreign markets, with steep highs and lows. We believe that this was ideal
ground for testing the Fund's strategy. We were able to offer competitive
returns during market rallies, while offering protection from severe share price
declines when the market declined. We are confident that our emphasis on value
will continue to be appropriate for investors who wish to allocate assets
overseas in a relatively conservative fashion, and for investors seeking to add
balance to other more aggressive international investments.

PIE CHART TITLE:

            Geographical Diversification -- Excludes Cash Equivalents
                            As of September 30, 1997
CHART PERIOD:

CHART DATA:

                         Europe                     77%
                         Japan                      11%
                         Pacific Basin               8%
                         Canada                      4%
                                                   ----
                                                   100%
                                                   ====

FOR WHOM THE
FUND IS DESIGNED

The Fund is suitable for investors seeking long-term growth of their principal
who want to add international stock market opportunities to their portfolio.
Investors in this Fund should have an investment time horizon of at least five
years or more, and be comfortable with the value of their principal fluctuating
up and down.

                            SECTOR DIVERSIFICATION --
                           EXCLUDES CASH EQUIVALENTS
                           -------------------------
                            As of September 30, 1997


                      Financial                     24%
                      Manufacturing                 22%
                      Consumer Staples               8%
                      Transportation                 8%
                      Consumer Discretionary         7%
                      Communications                 7%
                      Durables                       6%
                      Construction                   4%
                      Energy                         3%
                      Other                         11%
                                                   ----
                                                   100%
                                                   ====                 


                                ASSET ALLOCATION
                                ----------------
                            As of September 30, 1997

                      Stock Holdings               93%
                      Cash Equivalents              7%
                                                  ----
                                                  100% 
                                                  ====

                                       35
<PAGE>

     AARP MANAGED INVESTMENT PORTFOLIOS:
     -----------------------------------

     AARP DIVERSIFIED INCOME PORTFOLIO
     AARP DIVERSIFIED GROWTH PORTFOLIO

PORTFOLIO OVERVIEWS

The AARP Managed Investment Portfolios are conservatively managed "funds of
funds" -- portfolios that invest exclusively in other AARP Mutual Funds. Two
portfolios are offered.

o The AARP Diversified Income Portfolio seeks current income with modest
long-term appreciation. It invests 60% to 80% of its assets in the AARP Bond
Mutual Funds and AARP Money Mutual Funds.

o The AARP Diversified Growth Portfolio seeks long-term growth of capital by
investing 60% to 80% of its assets in the AARP Stock Mutual Funds.

The investment mix in both portfolios may change when certain asset classes
appreciate or depreciate significantly as economic conditions change.

PORTFOLIO
MANAGEMENT TEAM

Philip S. Fortuna
  Lead Portfolio Manager

Salvatore J. Bruno

Shahram Tajbakhsh
  Portfolio Managers

        TOTAL RETURN        
DIVERSIFIED INCOME PORTFOLIO     
- ----------------------------     
      
         CUMULATIVE       
                          
           FUND     INDEX+
 -------------------------  
  Life of
  Fund*     9.35%   10.87%


        TOTAL RETURN
DIVERSIFIED GROWTH PORTFOLIO
- ----------------------------
         CUMULATIVE       
                         
           FUND     INDEX+
 -------------------------
  Life of
  Fund*    16.00%   17.20%



HOW THE PORTFOLIOS HAVE PERFORMED

     The AARP Managed Investment Portfolios performed well since their inception
in February. The Diversified Income Portfolio provided a total return of 9.35%
(not annualized) vs. the blended index's total return of 10.87% for the same
period. The blended index is made up of the unmanaged Standard & Poor's 500
Index (30%) and the Lehman Brothers Aggregate Bond Index (70%). The Diversified
Growth Portfolio provided shareholders with a total return of 16.00% (not
annualized) vs. the blended index's total return of 17.20% for the same period.
The blended index is made up of the unmanaged Standard & Poor's 500 Index (70%)
and the Lehman Brothers Aggregate Bond Index (30%).

THE PORTFOLIOS' INVESTMENT STRATEGIES

     Since the Portfolios were introduced in early February, we have been
implementing an investment process that applies our global perspective and
judgment of capital markets, combined with sophisticated quantitative risk
management techniques, to investing in a mix of AARP Mutual Funds. Each
underlying Fund is also managed to reduce risk of loss to the Portfolio.

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

CHART PERIOD:  Monthly Periods from February 1, 1997*
                       to September 30, 1997

CHART DATA:
                  
                   AARP         Standard &      Lehman         
                Diversified     Poor's 500     Brothers         
                  Income        Stock Price    Aggregate         Blended 
                 Portfolio         Index       Bond Index        Index+  
                -----------     -----------    ----------        ------- 
                                                                 
 2/1/97*          $10000          $10000          $10000         $10000

                   10090           10078           10025          10041

 3/31/97            9987            9664            9914           9839

                   10127           10241           10062          10119

                   10339           10864           10158          10371

 6/30/97           10548           11352           10279          10597

                   10849           12255           10556          11050

                   10689           11568           10467          10798

 9/30/97           10935           12202           10621          11087


BAR CHART TITLE:  GROWTH OF A $10,000 INVESTMENT
                   DIVERSIFIED GROWTH PORTFOLIO

CHART PERIOD:  Monthly Periods from February 1, 1997*
                      to September 30, 1997

CHART DATA:

                   AARP         Standard &       Lehman                      
                Diversified     Poor's 500      Brothers                     
                  Growth        Stock Price    Aggregate         Blended 
                 Portfolio         Index       Bond Index         Index+  
                -----------     -----------    ----------        ------- 
                                                                         
 2/1/97*          $10000          $10000          $10000         $10000

                   10113           10078           10025          10062

 3/31/97            9973            9664            9914           9739

                   10133           10241           10062          10190

                   10560           10864           10158          10653

 6/30/97           10927           11352           10279          11026

                   11413           12255           10556          11729

                   11127           11568           10467          11239

 9/30/97           11600           12202           10621          11720


- ----------
^+ The performance of the blended benchmark is a weighting comprised of the
   Standard & Poor's 500 Stock Price Index (S&P), and the Lehman Brothers
   Aggregate Bond Index (LBAB). The 30/70 measure of the Diversified Income
   Portfolio and 70/30 measure of the Diversified Growth Portfolio 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.

*  These Funds commenced operations on February 1, 1997.


                                       36
<PAGE>


     We began by deciding which asset classes we expected to outperform and
compared that to historical trends. We then used this data to allocate the
Portfolios as follows: The Diversified Income Portfolio allocation as of
September 30, 1997:

         AARP High Quality Money Fund                14%
         AARP Bond Fund for Income                   30%
         AARP GNMA and U.S. Treasury Fund            31%
         AARP Growth and Income Fund                 11%
         AARP U.S. Stock Index Fund                   5%
         AARP Global Growth Fund                      9%

The Diversified Growth Portfolio allocation as of September 30, 1997:

         AARP High Quality Money Fund                 1%
         AARP GNMA and U.S. Treasury Fund            18%
         AARP Bond Fund for Income                   18%
         AARP U.S. Stock Index Fund                  11%
         AARP Growth and Income Fund                 24%
         AARP Global Growth Fund                     10%
         AARP International Stock Fund                7%
         AARP Small Company Stock Fund                7%
         AARP Capital Growth Fund                     4%

     As you can see by these breakdowns, both Portfolios were well diversified
among the AARP Mutual Funds. We believe the current mix of investments in the
Diversified Income Portfolio provide a competitive yield from its bond
investments and the potential for growth through its stock exposure. For the
Diversified Growth Portfolio, we believe that the 35% investment in fixed-income
securities will help protect the Fund from share price volatility. We also
included some international exposure for further diversification.

     The AARP Managed Investment Portfolios offer shareholders a simplified,
all-in-one approach to diversification. Moreover, investors also benefit from
the professional investment management and strong risk control disciplines of
each AARP Mutual Fund in which the Portfolios invest.


FOR WHOM THE
PORTFOLIOS ARE DESIGNED

The AARP Managed Investment Portfolios are for investors who don't have time or
are less confident in making the all-important asset allocation decisions. They
in turn prefer to entrust the selection of their portfolios of mutual funds to
professional money managers. These portfolios offer a simple, inexpensive (among
the lowest management fees for this type of fund), one-step approach to
investing all or a portion of an individual's assets.

The AARP Managed Investment Portfolios are appropriate for investors seeking to
create an investment plan during pre- and post-retirement. The AARP Diversified
Income Portfolio may be appropriate for investors in retirement with an
investment time horizon of three to five years. The AARP Diversified Growth
Portfolio is designed for investors with an investment time horizon of more than
five years.

                                ASSET ALLOCATION
                                AARP DIVERSIFIED
                                INCOME PORTFOLIO
                                ----------------
                            As of September 30, 1997

                        Stock Holdings              25%
                        Bond Holdings               61%
                        Cash Equivalents            14%
                                                   ----
                                                   100%
                                                   ====
                                                                      
  
                                ASSET ALLOCATION
                                AARP DIVERSIFIED
                                GROWTH PORTFOLIO
                                ----------------
                            As of September 30, 1997

                         Stock Holdings             64%
                         Bond Holdings              35%
                         Cash Equivalents            1%
                                                   ----
                                                   100%
                                                   ====
                                            
                                       37
<PAGE>
  
                                                            
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                                  intentionally
                                   left blank.



                                       38

<PAGE>







                                                              A A R P  F U N D S
                                        I N V E S T M E N T  P O R T F O L I O S


                        List of  investments  as of  September  30:  A  detailed
                        breakdown of the  investments in each AARP Mutual Fund's
                        portfolio at the close of the fiscal year.
                        
                        Principal amount/shares: The face value of a bond or the
                        shares held by an AARP Mutual Fund.
                        
                        Cost:  The amount the AARP Mutual Fund actually paid for
                        the listed  securities. 

                        In  addition,  the  tax-free  AARP Funds list the credit
                        ratings  for  each  of  their  bond  holdings.   Moody's
                        Investors Service,  Inc., Fitch Investors Service, Inc.,
                        and Standard & Poor's  Corporation -- three  independent
                        rating services -- have developed  credit rating systems
                        that are designed to indicate a bond issuer's ability to
                        meet its obligations. For example, bonds with the lowest
                        risk of default  receive a rating of "AAA,"  while bonds
                        involving  greater  risk  receive   progressively  lower
                        ratings.  Bonds  rated  "BBB" or better  are  considered
                        investment  grade ("AAA"  ratings are  assigned  only to
                        bonds with the highest credit  quality).  The Portfolios
                        also shows the coupon  rates and  maturity  dates of the
                        AARP  Funds'  bond  holdings.  The  coupon  rate  is the
                        interest  rate  on  a  debt  security  the  bond  issuer
                        promises to pay to the bond holder until  maturity.  The
                        maturity  date is the  date on  which a bond  issuer  is
                        scheduled to repay the principal to the bond holder.
                        
                        Market value:  The current value of the securities  held
                        in a fund's portfolio.



                                       39
<PAGE>

                                    This page
                                  intentionally
                                   left blank.





                                       40
<PAGE>

AARP HIGH QUALITY MONEY FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                               <C>
- -------------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 9.9%
- -------------------------------------------------------------------------------------------------------------------------------

       41,334,000    Repurchase Agreement with Salomon Brothers dated 9/30/97 at 6.125%
                        to be repurchased at $41,341,033 on 10/01/97 collateralized by a $35,110,000
                        U.S. Treasury Bond, 8.125%, 8/15/19 ...................................................      41,334,000
        5,379,000    Repurchase Agreement with State Street Bank and Trust Company dated 9/30/97
                        at 6% to be repurchased at $5,379,897 on 10/01/97 collateralized by a
                        $5,475,000 U.S. Treasury Note, 6.125%, 3/31/98 ........................................       5,379,000
                                                                                                                    -----------
                     Total Repurchase Agreements (Cost $46,713,000) ...........................................      46,713,000
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   COMMERCIAL PAPER 50.0%
- -------------------------------------------------------------------------------------------------------------------------------

Consumer Staples 3.1%
Food & Beverage
     15,000,000    Campbell Soup Company, 5.51%, 3/04/98** ....................................................      14,642,854
                                                                                                                    -----------
Financial 37.4%
Business Finance 4.2%
     20,000,000    New Center Asset Trust Discount Note, 5.55%, 10/10/97** ....................................      19,969,444
                                                                                                                    -----------
Other Financial Companies 33.2%
     20,000,000    AVCO Financial Services, 5.668%, 12/12/97** ................................................      19,775,728
     23,000,000    Associates Corp. of North America, 5.51%, 3/03/98** ........................................      22,455,909
     15,000,000    CSW Credit, Inc., 5.52%, 11/18/97** ........................................................      14,887,503
     20,000,000    Ciesco, L.P., 5.51%, 10/30/97** ............................................................      19,911,228
     20,000,000    General Electric Capital Corp., 5.5%, 10/15/97** ...........................................      19,954,166
     17,000,000    Household Finance Co., 5.53%, 11/05/97** ...................................................      16,906,159
     11,000,000    Matterhorn Capital Corp., 5.53%, 10/02/97** ................................................      10,998,310
     20,000,000    Norwest Corp., 5.49%, 10/20/97** ...........................................................      19,938,888
     12,000,000    Prudential Funding Corp., 5.764%, 3/26/98** ................................................      11,673,730
                                                                                                                    -----------
                                                                                                                    156,501,621
                                                                                                                    -----------
Manufacturing 4.2%
Chemicals
     20,000,000    E.I. du Pont de Nemours & Co., 5.47%, 2/17/98** ............................................      19,569,889
                                                                                                                    -----------
Energy 2.1%
Oil & Gas Production
     10,000,000    Elf Aquitaine Finance S.A. Discount Note, 5.73%, 10/27/97** ................................       9,958,599
                                                                                                                    -----------
Utilities 3.2%
Electric Utilities
     15,000,000    Virginia Electric Power Corp., 5.51%, 10/09/97** ...........................................      14,979,375
                                                                                                                    -----------
                   Total Commercial Paper (Cost $235,659,919) .................................................     235,621,782
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   CERTIFICATES OF DEPOSIT 12.7%
- -------------------------------------------------------------------------------------------------------------------------------

     10,000,000    Abbey National North America, 5.5%, 11/26/97 ...............................................       9,995,664
     20,000,000    Chase Bank Delaware, 5.81%, 12/05/97 .......................................................      20,001,565
     10,000,000    Federal Farm Credit Bank, 5.6%, 11/03/97 ...................................................      10,001,727
     10,000,000    Lasalle National Bank, 5.91%, 8/12/98 ......................................................      10,012,035
      5,000,000    Morgan Guaranty Trust Company, 5.71%, 1/06/98 ..............................................       4,996,619
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       41
<PAGE>

AARP HIGH QUALITY MONEY FUND

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

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

<TABLE>
<CAPTION>
Principal
Amount ($)                                                                                                          Value ($)
<C>                <S>                                                                                              <C>
      5,000,000    National Bank of Detriot, 5.76%, 2/03/98 ...................................................       4,996,934
                                                                                                                    -----------
                   Total Certificates Of Deposit (Cost $59,998,768) ...........................................      60,004,544
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   U.S. GOVERNMENT AGENCY OBLIGATIONS 9.0%
- -------------------------------------------------------------------------------------------------------------------------------

     17,000,000    Federal National Mortgage Association, 5.29%, 7/14/99* .....................................      16,911,260
     10,000,000    Student Loan Marketing Association, 5.41%, 10/30/97* .......................................      10,004,623
     15,500,000    Student Loan Marketing Association, 5.29%, 7/12/99* ........................................      15,475,200
                                                                                                                    -----------
                   Total U. S. Government Agency Obligations (Cost $42,500,000) ...............................      42,391,083
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   SHORT-TERM NOTES 18.1%
- -------------------------------------------------------------------------------------------------------------------------------

Financial
     10,000,000    American Express Centurion Bank, 5.626%, 4/24/98* ..........................................       9,998,200
     15,000,000    Bank One, Columbus, N.A., 5.52%, 6/10/98* ..................................................      15,015,600
     10,000,000    Bank of America Illinois, 6.15%, 5/05/98 ...................................................      10,016,629
     20,000,000    Bankers Trust Co., Medium-Term Note, 5.71%, 4/14/98* .......................................      20,000,000
      5,000,000    FCC National Bank Note, 5.725%, 1/07/98 ....................................................       4,996,792
     10,000,000    FCC National Bank Note, 5.59%, 11/07/97 ....................................................       9,997,021
     15,000,000    First Bank Minnesota Corp., 5.616%, 11/19/97* ..............................................      15,001,720
                                                                                                                    -----------
                   Total Short-Term Notes (Cost $85,005,147) ..................................................      85,025,962
                                                                                                                    -----------

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

                   <S>                                                                            <C>               <C>
                   Total Investment Portfolio (Cost $469,876,834) (a) ....................         99.7             469,756,371
                   Other Assets and Liabilities, Net .....................................          0.3               1,554,496
                                                                                                  -----             -----------
                   Net Assets ............................................................        100.0             471,310,867
                                                                                                  =====             ===========
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     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, 1997.

**    (Unaudited) Bond equivalent yield to maturity; not a coupon rate.

(a)   At September 30, 1997, the net unrealized depreciation on investments
      based on cost for federal income tax purposes of $469,876,834 was as
      follows:

      Aggregate gross unrealized appreciation for all investments in 
      which there is an excess of value over tax cost                 $  45,640

      Aggregate gross unrealized depreciation for all investments in
      which there is an excess of tax cost over value                  (166,103)
                                                                      --------- 

      Net unrealized depreciation                                     $(120,463)
                                                                      ========= 
- --------------------------------------------------------------------------------
      At September 30, 1997, and to the extent provided in regulations, the Fund
      had capital loss carryforwards of approximately $132,230, of which $74,841
      expires September 30, 2004, and $57,389 expires September 30, 2005. In
      addition, from November 1, 1996 through September 30, 1997, the Fund
      incurred approximately $3,906 of net realized capital losses which the
      Fund intends to elect to defer and treat as arising in the fiscal year
      ended September 30, 1998.
- --------------------------------------------------------------------------------
      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


                                       42
<PAGE>
AARP HIGH QUALITY TAX FREE MONEY FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Principal        Credit
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>
- -----------------------------------------------------------------------------------------------------------------------------
   MUNICIPAL INVESTMENTS 101.0%
- -----------------------------------------------------------------------------------------------------------------------------

ALASKA
Alaska Housing Finance Corp., General Mortgage Revenue,
   Series 1991-A, Weekly Demand Note, 4%, 6/01/26* ............................     3,000,000        A1+            3,000,000
ARIZONA
Apache County, AZ, Industrial Development Authority, Tucson Electric
   Power Co., 1983 Series C, Weekly Demand Note, 4.15%, 12/15/18* .............     1,000,000        A1             1,000,000
Maricopa County, AZ, Pollution Control Revenue:
   Palos Verde Project, Series 1985F, Tax Exempt Commercial Paper,
      3.7%, 1/20/98 ...........................................................     1,500,000        A1             1,500,000
   Public Service of New Mexico, Weekly Demand Note, 4%, 11/01/22* ............     4,000,000        A1+            4,000,000
Pima County, AZ, Industrial Development Authority,
   Tucson Electric Power Co.:
      Series 1982, Weekly Demand Note, 4.15%, 10/01/22* .......................     3,900,000        A1+            3,900,000
      Series 1992 A, Weekly Demand Note, 4.15%, 7/01/22* ......................     1,000,000        A1+            1,000,000
Pinal County, AZ, Pollution Control Revenue, Magma Copper, Weekly
   Demand Note, 4.15%, 12/01/11* ..............................................     1,900,000        A1             1,900,000
CALIFORNIA
Los Angeles County, CA, Tax and Revenue Anticipation Notes,
   Series 1997 A, 4.5%, 6/30/98 ...............................................     2,000,000        SP1+           2,009,326
COLORADO
Clear Creek County, CO, Colorado Counties Financing Program,
   Series 1988, Weekly Demand Note, 4.1%, 6/01/98* ............................        55,000        A1+               55,000
Colorado Health Facilities Authority, Composite Issue for Kaiser
   Permanente, 1995 Series A, Weekly Demand Note, 4%, 8/01/15* ................     3,000,000        A1+            3,000,000
DISTRICT OF COLUMBIA
District of Columbia, Tax and Revenue Anticipation Note, Series 1997B,
   4.5%, 9/30/98 ..............................................................     1,500,000        SP1+           1,509,060
FLORIDA
City of Gainesville, FL, Utilities System, Series C, Tax Exempt
   Commercial Paper, 3.7%, 11/14/97 ...........................................     1,000,000        A1+            1,000,000
Dade County, FL, Industrial Development Authority Revenue,
   Dolphins Stadium Project:
      Series C, Weekly Demand Note, 4.1%, 1/01/16* ............................     1,000,000        A1+            1,000,000
      Series D, Weekly Demand Note, 4.1%, 1/01/16* ............................     1,300,000        A1+            1,300,000
Palm Beach County, FL, Tax Exempt Commercial Paper,
   3.7%, 1/12/98 (c) ..........................................................     2,000,000        AAA            2,000,000
Putnam County, FL, Pollution Control Revenue, Seminole Electric
   Cooperative Finance Corp., 1984 Series H-1, Weekly Demand Note,
   4.1%, 3/15/14* .............................................................     4,150,000        A1+            4,150,000
INDIANA
City of Sullivan, IN, National Rural Utilities Cooperative Finance Corp.,
   Hoosier Energy Rural Electric, Tax Exempt Commercial Paper,
   3.75%, 12/11/97 ............................................................     1,790,000        A1+            1,790,000
Indiana Bond Bank, Advance Funding Notes, Series 1997 A-2,
   4.25%, 1/21/98 .............................................................     3,000,000        MIG1           3,004,892

</TABLE>
    The accompanying notes are an integral part of the financial statements


                                       43
<PAGE>
AARP HIGH QUALITY TAX FREE MONEY FUND

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

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>
Jasper County, IN, Pollution Control Revenue, Series 88C, Tax Exempt
   Commercial Paper, 3.75%, 1/13/98 ...........................................     1,000,000        A1+            1,000,000
IOWA
Iowa Schools Cash Anticipation Program, Series 1997 A, 4.5%,
   6/26/98 (c) ................................................................     1,000,000        SP1+           1,004,948
West Des Moines, IA, Commercial Development Revenue, Greyhound
   Lines, Weekly Demand Note, 4.05%, 12/01/14* ................................     6,400,000        A1+            6,400,000
KENTUCKY
Kentucky Development Finance Authority, Healthcare System,
   Appalachian Regional Health Care, Series 1991, Weekly Demand Note,
   4.1%, 9/01/06* .............................................................     6,300,000        VMIG1          6,300,000
MARYLAND
Anne Arundel County, MD, Baltimore Electric & Gas Company,
   Tax Exempt Commercial Paper, 3.85%, 11/14/97 ...............................       800,000        A1               800,000
MASSACHUSETTS
Massachusetts Bay Transportation Authority, Series 1997B, 4.25%,
   9/04/98 ....................................................................     1,000,000        SP1            1,005,612
MINNESOTA
Cottage Grove, MN, Minnesota Mining and Manufacturing, Series 1982,
   Weekly Demand Note, 4.071%, 8/01/12* .......................................       300,000        AAA              300,000
Southern Minnesota Municipal Power Agency, Power Supply System,
   Series B, Tax Exempt Commercial Paper, 3.75%, 11/21/97 .....................     1,300,000        P1             1,300,000
MISSOURI
Missouri Health & Educational Facilities Authority Revenue,
   Washington University, Series 1996 C, Variable Rate Demand Note,
   3.85%, 9/01/30* ............................................................     1,000,000        VMIG1          1,000,000
NEVADA
Clark County, NV, Airport System, McCarran International Airport,
   Series A, Weekly Demand Note, 4.1%, 7/01/12 (c)* ...........................     5,100,000        A1+            5,100,000
NEW HAMPSHIRE
New Hampshire Business Finance Authority, Connecticut Light & Power,
   Weekly Demand Note, 4.15%, 12/01/22* .......................................     1,700,000        A1+            1,700,000
NEW MEXICO
Albuquerque, NM, Gross Receipts/Lodgers Tax, Series 1991,
   Weekly Demand Note, 4.15%, 7/01/22* ........................................     2,000,000        A1+            2,000,000
NEW YORK
New York City, NY, General Obligation, Series A-4, Daily Demand
   Note, 3.8%, 8/01/22* .......................................................     1,100,000        VMIG1          1,100,000
State of New York, General Obligation, Bond Anticipation Note, Series T,
   Tax Exempt Commercial Paper, 3.6%, 11/06/97 ................................     1,500,000        A1             1,500,000
OHIO
Hamilton County, OH, Franciscan Sisters of the Poor Health System,
   Series A, Daily Demand Note, 3.95%, 3/01/17* ...............................       300,000        VMIG1            300,000
</TABLE>
    The accompanying notes are an integral part of the financial statements


                                       44
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>
PENNSYLVANIA
Emmaus, PA, General Authority, Local Government Revenue Bond
   Pool Program:
      1989 Series E, Weekly Demand Note, 4.2%, 3/01/24* .......................     1,800,000        A1             1,800,000
      1989 Series E-6, Weekly Demand Note, 4.15%, 3/01/24* ....................     2,000,000        A1+            2,000,000
      1989 Series E-8, Weekly Demand Note, 4.15%, 3/01/24* ....................     1,200,000        A1+            1,200,000
Philadelphia, PA, School District General Obligation, Series 1993A,
   4.5%, 7/01/98 (c) ..........................................................     2,000,000        AAA            2,008,712
Philadelphia, PA, Tax and Revenue Anticipation Note, Series 1997A,
   4.5%, 6/30/98 ..............................................................     2,000,000        MIG1           2,007,163
Temple University of the Commonwealth, PA, Higher Education,
   Series 1997, 4.75%, 5/18/98 ................................................     3,000,000        SP1+           3,015,382
SOUTH CAROLINA
South Carolina Public Service Authority, Series 1997, Tax Exempt
   Commercial Paper, 3.75%, 10/21/97 ..........................................     1,000,000        A1             1,000,000
TENNESSEE
Franklin, TN, Industrial Development Revenue, Franklin Oaks
   Apartments, Weekly Demand Note, Series 1985, 4.15%, 12/15/21* ..............     5,000,000        VMIG1          5,000,000
TEXAS
Grapevine, TX, Industrial Development Revenue Bond, Variable Rate
   Demand Note, 3.85%, 12/01/24* ..............................................       800,000        P1               800,000
Harris County Children's Hospital, Series 1996, Weekly Demand Note,
   4.1%, 8/01/20* .............................................................     1,000,000        A1+            1,000,000
Harris County, TX, Tax Anticipation Note, Series 1997,
   4.25%, 2/27/98 .............................................................     1,000,000        MIG1           1,002,112
Harris County, TX, Health Facilities Authority, Saint Lukes:
   Series A, Daily Demand Note, 3.85%, 2/15/27* ...............................       300,000        A1+              300,000
   Series B, Daily Demand Note, 3.85%, 2/15/27* ...............................       900,000        A1+              900,000
State of Texas, Tax and Revenue Anticipation Note, Series 1998A,
   4.75%, 8/31/98 .............................................................     1,000,000        MIG1           1,008,106
State of Texas, General Obligation, Veterans Housing Assistance
   Refunding Bonds, Series 1995, Weekly Demand Note, 4.1%,
   12/01/16* ..................................................................     1,500,000        A1+            1,500,000
Texas Municipal Power Agency, Bond Anticipation Note, Tax
   Exempt Commercial Paper, 3.7%, 1/20/98 .....................................     1,100,000        A1             1,100,000
UTAH
Salt Lake City, UT, Tax Exempt Commercial Paper, 3.7%, 11/13/97 ...............     1,000,000        A1+            1,000,000
State of Utah, General Obligation Highway, Series 1997B,
   Tax Exempt Commercial Paper, 3.8%, 10/07/97 ................................     2,000,000        A1+            2,000,000
VERMONT
Vermont Educational & Health Buildings Financing Agency Revenue,
   Capital Asset Financing, Series 2005-A, Weekly Demand Note,
   4.1%, 8/01/05* .............................................................     3,200,000        VMIG1          3,200,000
WASHINGTON
Seattle, WA, Municipal Light & Power, Series 1993, Weekly Demand
   Note, 4%, 11/01/18* ........................................................     1,900,000        A1+            1,900,000
</TABLE>
    The accompanying notes are an integral part of the financial statements


                                       45
<PAGE>
AARP HIGH QUALITY TAX FREE MONEY FUND

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

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>
WYOMING
Sweetwater County, WY, Pollution Control Revenue Refunding,
   Pacificorp Project, 1990 Series A, Weekly Demand Note,
   4%, 7/01/15* ...............................................................     2,000,000        VMIG1          2,000,000
Total Municipal Investments (Cost $103,670,313) ...............................                                   103,670,313

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

                   Total Investment Portfolio (Cost $103,670,313) (a) .........                   101.0           103,670,313
                   Other Assets and Liabilities, Net ..........................                    (1.0)           (1,056,420)
                                                                                                  -----           ----------- 
                   Net Assets .................................................                   100.0           102,613,893
                                                                                                  =====           ===========
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     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. These notes are
      carried, for purposes of calculating average weighted maturity, at the
      longer of the period remaining until the next rate change or to the extent
      of the demand period.

(a)   At September 30, 1997, the cost for federal income tax purposes of
      $103,670,313.

(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,
      BIG, or MBIA.

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

      At September 30, 1997, and to the extent provided in regulations, the Fund
      had capital loss carryforwards of approximately $655,541, of which $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, and $217,594 expires September 30, 2005. In
      addition, from November 1, 1996 through September 30, 1997, the Fund
      incurred approximately $102,679 of net realized capital losses which the
      Fund intends to elect to defer and treat as arising in the fiscal year
      ended September 30, 1998.

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


                                       46
<PAGE>

AARP GNMA and U.S. Treasury Fund

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<C>               <S>                                                                                             <C>
- -----------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 4.0%
- -----------------------------------------------------------------------------------------------------------------------------

     96,622,000    Repurchase Agreement with Donaldson, Lufkin and Jenrette dated 9/30/97 at 6.02%
                      to be repurchased at $96,638,157 on 10/01/97 collateralized by
                      a $96,561,000 U.S. Treasury Note, 6%, 8/15/99 .........................................      96,622,000
     73,000,000    Repurchase Agreement with Salomon Brothers dated 9/30/97 at 6.125% to
                      be repurchased at $73,012,420 on 10/01/97 collateralized by
                      a $62,010,000 U.S. Treasury Bond, 8.125%, 8/15/19 .....................................      73,000,000
     12,000,000    Repurchase Agreement with State Street Bank and Trust Company dated 9/30/97
                      at 6% to be repurchased at $12,002,000 on 10/01/97 collateralized by
                      a $12,210,000 U.S. Treasury Note, 6.125%, 3/31/98 .....................................      12,000,000
                                                                                                                -------------
                   Total Repurchase Agreements (Cost $181,622,000) ..........................................     181,622,000
                                                                                                                -------------
- -----------------------------------------------------------------------------------------------------------------------------
   U.S. TREASURY OBLIGATIONS 20.3%
- -----------------------------------------------------------------------------------------------------------------------------

    250,000,000    U.S. Treasury Note, 5.375%, 11/30/97 .....................................................     250,000,000
    200,000,000    U.S. Treasury Note, 5.25%, 12/31/97 ......................................................     199,968,000
    180,000,000    U.S. Treasury Note, 5.5%, 2/28/99 ........................................................     179,409,600
    200,000,000    U.S. Treasury Note, 6.375%, 5/15/00 ......................................................     202,374,000
    100,000,000    U.S. Treasury Note, 5.5%, 11/15/98 .......................................................      99,766,000
                                                                                                                -------------
                   Total U. S. Treasury Obligations  (Cost $932,878,906) ....................................     931,517,600
                                                                                                                -------------

- -----------------------------------------------------------------------------------------------------------------------------
   GOVERNMENT NATIONAL MORTGAGE ASSOCIATION* 79.3%
- -----------------------------------------------------------------------------------------------------------------------------

    278,062,162    6.5% with various maturities to 9/15/25 ..................................................     272,945,491
    710,640,982    7% with various maturities to 7/15/25 ....................................................     713,075,381
     39,208,348    7.125% with various maturities to 9/15/24 ................................................      40,409,979
    748,766,034    7.5% with various maturities to 9/15/27 ..................................................     761,950,976
    890,038,904    8% with various maturities to 7/15/27 (b) ................................................     921,534,055
    164,141,932    8.5% with various maturities to 9/15/22 ..................................................     173,459,423
    295,125,474    9% with various maturities to 11/15/25 ...................................................     319,080,776
    209,460,578    9.5% with various maturities to 9/15/24 ..................................................     227,882,584
    151,875,628    10% with various maturities to 3/15/25 ...................................................     168,926,213
         42,464    10.25%, 12/15/98 .........................................................................          44,441
     14,507,665    10.5% with various maturities to 1/20/21 .................................................      16,304,223
      3,105,215    11.5% with various maturities to 2/15/16 .................................................       3,577,751
      6,362,423    12% with various maturities to 7/15/15 ...................................................       7,437,849
      4,761,039    12.5% with various maturities to 8/15/15 .................................................       5,625,209
        938,535    13% with various maturities to 8/20/15 ...................................................       1,117,986
        701,647    13.5% with various maturities to 10/15/14 ................................................         844,838
        295,359    14% with various maturities to 12/15/14 ..................................................         356,154
         94,630    14.5%, 10/15/14 ..........................................................................         115,152
        190,602    15% with various maturities to 10/15/12 ..................................................         232,744
        163,342    16%, 2/15/12 .............................................................................         200,195
                                                                                                                -------------
                   Total Government National Mortgage Association (Cost $3,550,215,482) .....................   3,635,121,420
                                                                                                                -------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       47
<PAGE>

AARP GNMA and U.S. Treasury Fund

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

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

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

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

                   <S>                                                                            <C>           <C>
                   Total Investment Portfolio (Cost $4,664,716,388) (a) ....................      103.6         4,748,261,020
                   Other Assets and Liabilities, Net .......................................       (3.6)         (164,280,560)
                                                                                                  -----         -------------
                   Net Assets ..............................................................      100.0         4,583,980,460
                                                                                                  =====         =============
</TABLE>

*     Effective maturities will be shorter due to prepayments.

(a)   At September 30, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $4,664,716,388 was as
      follows:

      Aggregate gross unrealized appreciation for all
      investments in which there is an excess of value
      over tax cost ..........................................     $ 90,347,064

      Aggregate gross unrealized depreciation for all
      investments in which there is an excess of 
      tax cost over value ....................................       (6,802,432)
                                                                  -------------

      Net unrealized appreciation ............................    $  83,544,632
                                                                  =============

(b)   When-issued or forward delivery pools included.
- --------------------------------------------------------------------------------
      Purchases and sales of investment securities, all of which were U.S.
      Government and U.S. Government agencies' obligations (excluding short-term
      investments) for the year ended September 30, 1997, aggregated
      $4,050,070,014 and $4,415,045,854, respectively.
- --------------------------------------------------------------------------------
      At September 30, 1997, and to the extent provided in regulations, the Fund
      had capital loss carryforwards of approximately $316,261,626, all of which
      expires September 30, 2003. In addition, from November 1, 1996 through
      September 30, 1997, the Fund incurred approximately $6,993,048 of net
      realized capital losses which the Fund intends to elect to defer and treat
      as arising in the fiscal year ended September 30, 1998.
- --------------------------------------------------------------------------------
      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


                                       48
<PAGE>

AARP HIGH QUALITY BOND FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -----------------------------------------------------------------------------------------------------------------------------

<C>                <S>                                                                                             <C>
- -----------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENT 5.7%
- -----------------------------------------------------------------------------------------------------------------------------

     25,971,000    Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 9/30/97 at 6.02%
                      to be repurchased at $25,975,343 on 10/01/97, collateralized by a $25,394,000
                      U.S. Treasury Note, 6.625%, 7/31/01 (Cost $25,971,000) ................................      25,971,000
                                                                                                                  -----------

- -----------------------------------------------------------------------------------------------------------------------------
   U.S. TREASURY OBLIGATIONS 20.6%
- -----------------------------------------------------------------------------------------------------------------------------

     40,000,000    U.S. Treasury Note, 5.75%, 10/31/97 ......................................................      40,012,400
      6,500,000    U.S. Treasury Note, 5.875%, 8/15/98 ......................................................       6,511,180
     20,000,000    U.S. Treasury Note, 6.75%, 5/31/99 .......................................................      20,300,000
     12,500,000    U.S. Treasury Note, 6.875%, 7/31/99 ......................................................      12,722,625
     14,000,000    U.S. Treasury Note, 6.25%, 10/31/01 ......................................................      14,126,840
                                                                                                                  -----------
                   Total U. S. Treasury Obligations (Cost $93,998,750) ......................................      93,673,045
                                                                                                                  -----------

- -----------------------------------------------------------------------------------------------------------------------------
   GOVERNMENT NATIONAL MORTGAGE ASSOCIATION* 13.4%
- -----------------------------------------------------------------------------------------------------------------------------

     26,297,261    8% with various maturities to 4/15/27 ....................................................      27,217,717
     33,045,074    7.5% with various maturities to 9/15/27 ..................................................      33,612,789
                                                                                                                  -----------
                   Total Government National Mortgage Association (Cost $59,926,976) ........................      60,830,506
                                                                                                                  -----------

- -----------------------------------------------------------------------------------------------------------------------------
   U.S. GOVERNMENT AGENCY PASS-THRUS* 10.8%
- -----------------------------------------------------------------------------------------------------------------------------

      8,190,493    Federal Home Loan Mortgage Corp. 8%, 4/01/08 .............................................       8,432,932
      9,533,592    Federal Home Loan Mortgage Corp. 7.79%, 9/01/24 ..........................................       9,920,942
      7,083,331    Federal National Mortgage Association 8.5%, 11/01/09 .....................................       7,402,081
     12,381,444    Federal National Mortgage Association 8% with various maturities to 12/01/09 .............      12,763,411
     10,988,012    Federal National Mortgage Association 6.5%, 11/01/25 .....................................      10,737,265
                                                                                                                  -----------
                   Total U. S. Government Agency Pass-Thrus (Cost $49,171,515) ..............................      49,256,631
                                                                                                                  -----------

- -----------------------------------------------------------------------------------------------------------------------------
   FOREIGN BONDS -- U.S. $ DENOMINATED 2.2%
- -----------------------------------------------------------------------------------------------------------------------------

     10,000,000    Abbey National PLC Global Medium-Term Note, 6.69%, 10/17/05
                      (Cost $9,997,100) .....................................................................      10,022,300
                                                                                                                  -----------

- -----------------------------------------------------------------------------------------------------------------------------
   ASSET BACKED 13.9%
- -----------------------------------------------------------------------------------------------------------------------------

Automobile Receivables 3.0%
     13,500,000    Ford Credit Automobile Trust Series 1996-B A3, 6.1%, 3/15/00 .............................      13,516,875
                                                                                                                  -----------
Credit Card Receivables 1.1%
      5,000,000    Advanta Corp. Series 1997-1 A4, 7.65%, 5/25/27 ...........................................       5,143,750
                                                                                                                  -----------
Home Equity Loans 4.8%
     10,000,000    Contimortgage Home Equity Loan Trust, Series 1997-3 M1-F, 7.31%, 8/15/28 .................      10,184,375
      6,682,000    The Money Store Home Equity Loan Trust Series 1996-B A1, 6.72%, 2/15/10 ..................       6,677,791
      5,000,000    The Money Store Home Equity Series 1997-A A6, 7.21%, 10/15/21 ............................       5,114,063
                                                                                                                  -----------
                                                                                                                   21,976,229
                                                                                                                  -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       49
<PAGE>

AARP HIGH QUALITY BOND FUND

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

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

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -----------------------------------------------------------------------------------------------------------------------------

<C>                <S>                                                                                             <C>
Manufactured Housing 5.0%
      3,750,000    Associated Manufactured Housing Corp., Series 1997-1 B1, 7.6%, 6/15/28 ...................       3,868,945
      4,500,000    Green Tree Financial Corp., Series 1995-6 B1, 7.7%, 9/15/26 ..............................       4,619,520
      4,000,000    Green Tree Financial Corp., Series 1997-1 B1, 7.23%, 3/15/28 .............................       4,009,063
      1,500,000    Green Tree Financial Corp., Series 1997-2 B2, 8.05%, 4/15/28 .............................       1,561,172
      3,730,000    Green Tree Financial Corp., Series 1995-10 B1, 7.05%, 2/15/27 ............................       3,765,406
      4,500,000    Merrill Lynch Mortgage Investors Inc., "B", Series 1991-D, 9.85%, 7/15/11 ................       4,736,250
                                                                                                                  -----------
                                                                                                                   22,560,356
                                                                                                                  -----------
                   Total Asset Backed (Cost $62,115,271) ....................................................      63,197,210
                                                                                                                  -----------

- -----------------------------------------------------------------------------------------------------------------------------
   CORPORATE BONDS 32.1%
- -----------------------------------------------------------------------------------------------------------------------------

Consumer Staples 2.5%
     10,000,000    Coca Cola Enterprises, Inc., 8.5%, 2/01/22 ...............................................      11,470,000
                                                                                                                  -----------
Financial 10.2%
      1,500,000    American Express Credit Corp., 11.625%, 12/12/00 .........................................       1,544,250
     15,000,000    Associates Corp. of North America, 6.625%, 5/15/01 .......................................      15,126,000
     10,000,000    Deutsche Bank, 7.5%, 4/25/09 .............................................................      10,567,400
      5,500,000    Shurgard Storage Centers, Inc. (REIT), 7.5%, 4/25/04 .....................................       5,701,520
      5,000,000    Susa Partnership L.P., 8.2%, 6/01/17 .....................................................       5,281,250
      8,250,000    Taubman Realty Group L.P., Medium-Term Note, 7%, 10/01/03 ................................       8,346,690
                                                                                                                  -----------
                                                                                                                   46,567,110
                                                                                                                  -----------
Media 1.6%
      7,000,000    A.H. Belo Corp., 7.75%, 6/01/27 ..........................................................       7,321,650
                                                                                                                  -----------
Service Industries 2.2%
     10,000,000    ServiceMaster L.P., 7.45%, 8/15/27 .......................................................      10,087,500
                                                                                                                  -----------
Durables 1.8%
      7,500,000    Northrop Grumman Corp., 7.875%, 3/01/26 ..................................................       8,065,800
                                                                                                                  -----------
Technology 3.2%
     15,000,000    International Business Machines Corp., 7%, 10/30/45 ......................................      14,583,150
                                                                                                                  -----------
Energy 2.9%
      2,500,000    Lyondell Petrochemical Co., 7.55%, 2/15/26 ...............................................       2,509,400
                                                                                                                  -----------
     10,000,000    Norsk Hydro AS, 7.75%, 6/15/23 ...........................................................      10,598,100
                                                                                                                  -----------
                                                                                                                   13,107,500
                                                                                                                  -----------
Metals & Minerals 1.5%
      6,500,000    Potash Corp., 7.125%, 6/15/07 ............................................................       6,627,400
                                                                                                                  -----------
Transportation 4.1%
     13,500,000    Continental Airlines Inc., Series 1997-1A, 7.461%, 4/01/15 ...............................      14,145,300
      4,000,000    Norfolk Southern Corp., 7.8%, 5/15/27 ....................................................       4,283,880
                                                                                                                  -----------
                                                                                                                   18,429,180
                                                                                                                  -----------
Utilities 2.1%
     10,000,000    Public Service Electric & Gas Co., 1st Refunding Mortgage, 6.25%, 1/01/07 ................       9,655,400
                                                                                                                  -----------
                   Total Corporate Bonds (Cost $141,260,543) ................................................     145,914,690
                                                                                                                  -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       50
<PAGE>

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

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

<TABLE>
<CAPTION>

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

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

                   <S>                                                                            <C>             <C>        
                   Total Investment Portfolio (Cost $442,441,155) (a) ....................         98.7           448,865,382
                   Other Assets and Liabilities, Net .....................................          1.3             6,004,136
                                                                                                  -----           -----------
                   Net Assets ............................................................        100.0           454,869,518
                                                                                                  =====           ===========
</TABLE>

*     Effective maturities will be shorter due to prepayments.

(a)   At September 30, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $442,441,155 was as
      follows:

      Aggregate gross unrealized appreciation for all investments
      in which there is an excess of value over tax cost .........  $ 7,613,705

      Aggregate gross unrealized depreciation for all investments
      in which there is an excess of tax cost over value .........   (1,189,478)
                                                                    -----------

      Net unrealized appreciation ................................  $ 6,424,227
                                                                    ===========
- --------------------------------------------------------------------------------
      The aggregate face value of futures contracts opened and closed during the
      year ended September 30, 1997 was $2,264,764,844.
- --------------------------------------------------------------------------------
      Purchases and sales of investment securities (excluding short-term
      investments, and U.S. Government and U.S. Government agencies'
      obligations) for the year ended September 30, 1997 aggregated $220,023,243
      and $92,541,818, respectively. Purchases and sales of obligations of the
      U.S. Government and U.S. Government agencies aggregated $138,952,123 and
      $266,185,773, respectively.
- --------------------------------------------------------------------------------
      At September 30, 1997, and to the extent provided in regulations, the Fund
      had a capital loss carryforward of approximately $8,993,357, of which
      $7,756,158 expires September 30, 2003, and $1,237,199 expires September
      30, 2005. In addition, from November 1, 1996 through September 30, 1997,
      the Fund incurred approximately $1,252,429 of net realized capital losses
      which the Fund intends to elect to defer and treat as arising in the
      fiscal year ended September 30, 1998.
- --------------------------------------------------------------------------------
      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 INSURED TAX FREE GENERAL BOND FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------

<S>                                                                                 <C>              <C>            <C>      
- -----------------------------------------------------------------------------------------------------------------------------
   SHORT-TERM MUNICIPAL INVESTMENTS (UNDER 1 YEAR) - 0.5%
- -----------------------------------------------------------------------------------------------------------------------------

INDIANA
Jasper County, IN, Pollution Control Revenue, Northern Indiana Public
   Services, Series C, Daily Demand Bond, 3.8%, 4/01/19* .......................    1,400,000        VMIG1          1,400,000
MASSACHUSETTS
Massachusetts Health & Educational Facilities Authority, Brigham and
   Women's Hospital, Series A, Weekly Demand Note, 4.1%,
   7/01/17* ....................................................................      900,000        AA               900,000
OHIO
Cuyahoga County, OH, Health & Education, University Hospital of
   Cleveland, Daily Demand Note, 3.85%, 1/01/16* ...............................    3,400,000        VMIG1          3,400,000
PUERTO RICO
Puerto Rico, Series 1996, Variable Rate Demand Bond, 3.65%,
   7/01/11* (c) ................................................................    2,000,000        AAA            2,000,000
TEXAS
Harris County, TX, Health Facilities Authority, Saint Lukes, Daily
   Demand Note:
      Series A, 3.85%, 2/15/27* ................................................      400,000        A1+              400,000
      Series B, 3.85%, 2/15/27* ................................................    1,000,000        A1+            1,000,000
                                                                                                                -------------
Total Short-Term Municipal Investments (Cost $9,100,000) .......................                                    9,100,000
                                                                                                                -------------

- -----------------------------------------------------------------------------------------------------------------------------
   LONG-TERM MUNICIPAL INVESTMENTS (OVER 1 YEAR) - 97.8%
- -----------------------------------------------------------------------------------------------------------------------------

ALASKA
Alaska Housing Finance Corp., Veterans Mortgage Project, 8.1%,
   9/01/20 .....................................................................    3,675,000        AAA            3,748,537
Anchorage, AK, Electric Utility Revenue, 6.5%, 12/01/07 (c) ....................    2,620,000        AAA            2,993,009
North Slope Borough, AK, General Obligation Capital Appreciation:
   Series 1997A, Zero Coupon, 6/30/08 (c) ......................................    7,000,000        AAA            4,116,560
   Series A, Zero Coupon, 6/30/06 (c) ..........................................    4,000,000        AAA            2,630,000
   Series B, Zero Coupon:
      1/01/03 (c) ..............................................................   16,000,000        AAA           12,580,640
      6/30/04 (c) ..............................................................   15,500,000        AAA           11,305,390
      6/30/05 (c) ..............................................................   25,600,000        AAA           17,752,064
ARIZONA
Arizona Municipal Finance Program, Certificate of Participation,
   Series 25, 7.875%, 8/01/14 (c) ..............................................    3,500,000        AAA            4,602,500
Maricopa County, AZ, School District #28, Kyrene Elementary, Series B,
   Zero Coupon, 1/01/04 (c) ....................................................    4,000,000        AAA            3,004,440
Maricopa County, AZ, School District #6, Washington Elementary,
   Series B, 4.1%, 7/01/13 (c) .................................................    2,950,000        AAA            2,578,300
Maricopa County, AZ, Unified School District #41, Gilbert School,
   Zero Coupon, 1/01/05 (c) ....................................................    5,280,000        AAA            3,775,042
CALIFORNIA
Alameda County, CA, Certificate of Participation, Santa Rita Jail Project,
   5.375%, 6/01/09 (c) .........................................................    8,995,000        AAA            9,526,694
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       52
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>            <C>      
Banning, CA, Wastewater, Certificate of Participation:
   8%, 1/01/19 (c) .............................................................      960,000        AAA            1,294,061
   8%, 1/01/19 (c) .............................................................    1,080,000        AAA            1,455,818
Big Bear Lake, CA, Series 1996, 6%, 4/01/11 (c) ................................    3,800,000        AAA            4,233,276
California Housing Finance Agency, 5.7%, 8/01/16 (c) ...........................    5,175,000        AAA            5,270,893
California Housing Finance Agency, 5.3%, 8/01/14 (c) ...........................    3,460,000        AAA            3,506,745
California State Public Works Board, Lease Revenue, Series A, 6.3%,
   12/01/06 (c) (d) ............................................................    8,095,000        AAA            9,211,867
Irvine Ranch, CA, Water District, 7.875%, 2/15/23 ..............................    3,000,000        A              3,042,750
Los Angeles County, CA, Capital Asset Leasing, 6%, 12/01/06 (c) ................    9,000,000        AAA            9,990,180
Los Angeles County, CA, Public Works Authority:
   Series 1996B, 5.25%, 9/01/11 (c) ............................................    3,000,000        AAA            3,052,290
   Series 1996A, 6%, 9/01/04 (c) ...............................................    2,920,000        AAA            3,208,759
Los Angeles County, CA, Public Works Finance Authority, Lease
   Revenue, Multiple Projects IV, 4.75%, 12/01/10 (c) ..........................   11,140,000        AAA           10,862,503
Madera County, CA, Certificates of Participation, Valley Children's
   Hospital, 6.5%, 3/15/10 (c) .................................................    2,840,000        AAA            3,291,617
Oakland, CA, Redevelopment Agency, Tax Allocation, 6%,
   2/01/07 (c) .................................................................    2,000,000        AAA            2,223,280
Riverside, CA, Transportation Commission, Sales Tax Revenue, Series A,
   5.7%, 6/01/06 (c) ...........................................................    5,400,000        AAA            5,892,966
San Diego Water Authority, CA, Certificate of Participation:
   5.632%, 4/25/07 (c) .........................................................    6,300,000        AAA            6,782,265
   5.681%, 4/22/09 (c) .........................................................    4,500,000        AAA            4,848,435
San Francisco, CA, Bay Area Rapid Transit District, Sales Tax Revenue
   Refunding, 6.75%, 7/01/10 (c) ...............................................    2,000,000        AAA            2,370,680
San Joaquin Hills, CA, Transportation Corridor Agency, Toll Road
   Revenue, Capital Appreciation, Refunding, Series 1997A, Zero
   Coupon, 1/15/12 (c) .........................................................    3,000,000        AAA            1,424,460
San Joaquin, CA, Certificate of Participation, County Public Facilities
   Project, 5.5%, 11/15/13 (c) .................................................    2,000,000        AAA            2,109,680
Sweetwater Authority, CA, Water Revenue, 5.25%, 4/01/10 (c) ....................   10,000,000        AAA           10,428,900
Three Valleys Municipal Water District Certificates of Participation, CA,
   5%, 11/01/14 (c) ............................................................    3,000,000        AAA            2,939,130
Whittier, CA, Presbyterian Intercommunity Hospital, Health Facilities
   Revenue, 6.25%, 6/01/08 (c) .................................................    1,780,000        AAA            2,015,672
COLORADO
Castle Rock Ranch, CO, Public Facilities Revenue:
   6.3%, 12/01/07 ..............................................................    3,115,000        AA             3,429,272
   6.4%, 12/01/08 ..............................................................    3,310,000        AA             3,672,677
   6.375%, 12/01/11 ............................................................    2,000,000        AA             2,205,840
Mesa County, CO, Residual Revenue, Single Family Housing, ETM,
   Zero Coupon, 12/01/11** (c) .................................................    3,855,000        AAA            1,857,455
CONNECTICUT
Connecticut Resource Recovery Authority:
   Series 1996, 6.25%, 11/15/05 (c) ............................................    2,000,000        AAA            2,224,360
   Series 1996A, 6.25%, 11/15/06 (c) ...........................................    4,525,000        AAA            5,065,240
Connecticut State Health Facility Authority, Series 1992B, 6.15%,
   11/15/04 ....................................................................    5,000,000        AA             5,222,300
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       53
<PAGE>

AARP INSURED TAX FREE GENERAL BOND FUND

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

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>      
DISTRICT OF COLUMBIA
District of Colombia, General Obligation:
   6.5%, 6/01/10 (c) ...........................................................    2,270,000        AAA            2,581,943
   Series B, Zero Coupon, 6/01/00 (c) ..........................................    3,500,000        AAA            3,117,730
   Series B, 6.125%, 6/01/03 (c) ...............................................    4,000,000        AAA            4,319,720
   Refunding, 1993 Series A, 5.875%, 6/01/05 (c) ...............................    4,750,000        AAA            5,108,720
   Series B, 5.4%, 6/01/06 (c) (d) .............................................   18,905,000        AAA           19,782,192
   Series B3, 5.4%, 6/01/06 (c) ................................................   10,000,000        AAA           10,464,000
   Series B, 5.5%, 6/01/07 (c) (d) .............................................   25,000,000        AAA           26,319,500
   Series B, 5.5%, 6/01/08 (c) (d) .............................................   21,300,000        AAA           22,459,146
   Series A, Prerefunded 6/1/99 at 102, 7.5%, 6/01/09*** (c) ...................    5,000,000        AAA            5,373,100
   Series B, 5.5%, 6/01/09 (c) (d) .............................................   16,150,000        AAA           16,958,307
   Series B, 5.5%, 6/01/09 (c) .................................................    2,840,000        AAA            2,982,142
   Series B, 5.5%, 6/01/10 (c) (d) .............................................   15,590,000        AAA           16,284,067
   Series B, 5.5%, 6/01/12 (c) .................................................    1,050,000        AAA            1,090,729
FLORIDA
Florida Department of Environmental Preservation, Series A, 4.75%,
   7/01/12 (c) .................................................................   10,000,000        AAA            9,549,600
Florida Municipal Power Agency, Stanton II Project, 4.5%, 10/01/16 (c) .........    4,400,000        AAA            3,880,580
GEORGIA
Cobb County, GA, Kennestone Hospital Authority, Series A, 5.625%,
   4/01/11 (c) .................................................................    2,305,000        AAA            2,461,602
Macon-Bibb County, GA, Hospital Authority, Medical Center of Central
   Georgia, Series C, 5.25%, 8/01/11 (c) .......................................    6,975,000        AAA            7,217,730
Municipal Electric Authority of Georgia, 5th Crossover, Project #1, 6.4%,
   1/01/13 (c) .................................................................    3,500,000        AAA            3,990,000
HAWAII
Hawaii State, General Obligation, Series 1992 BZ, 6%, 10/01/09 (c) .............    2,000,000        AAA            2,217,040
ILLINOIS
Central Lake County, IL, Joint Action Water Agency, Refunding Revenue,
   Zero Coupon, 5/01/02 (c) ....................................................    2,245,000        AAA            1,823,995
Chicago O'Hare International Airport, IL, Refunding Revenue:
   Series 1996A, 6%, 1/01/06 (c) ...............................................    2,000,000        AAA            2,178,840
   Series C, 5%, 1/01/11 (c) ...................................................    6,500,000        AAA            6,537,115
Chicago, IL, Board of Education, 6.125%, 1/01/06 (c) ...........................    4,000,000        AAA            4,403,080
Chicago, IL, Wastewater Transmission Revenue:
   5.5%, 1/01/09 (c) (d) .......................................................   11,990,000        AAA           12,744,411
   5.5%, 1/01/10 (c) ...........................................................    7,220,000        AAA            7,656,016
Chicago, IL, General Obligation:
   6.25%, 1/01/11 (c) ..........................................................    3,000,000        AAA            3,366,150
   Emergency Telephone System, 5.55%, 1/01/08 (c) (d) ..........................    5,820,000        AAA            6,189,163
   Series A, 5.375%, 1/01/13 (c) (d) ...........................................   15,410,000        AAA           15,887,248
   Series B, 5.125%, 1/01/15 (c) ...............................................    9,550,000        AAA            9,484,391
   Series B, 5%, 1/01/10 (c) ...................................................    5,200,000        AAA            5,232,760
   Series B, 5%, 1/01/11 (c) ...................................................    1,620,000        AAA            1,621,426
Chicago, IL, General Obligation Lease, Board of Education:
   Series 1996, 6.25%, 12/01/11 (c) ............................................    1,600,000        AAA            1,804,656
   Series A, 6.25%, 1/01/10 (c) ................................................   11,550,000        AAA           12,938,656
   Series A, 6.25%, 1/01/15 (c) (d) ............................................   26,000,000        AAA           29,145,480
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       54
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>      
   Series A, 6%, 1/01/16 (c) ...................................................   11,025,000        AAA           12,000,933
   Series A, 6%, 1/01/20 (c) ...................................................   36,625,000        AAA           39,797,091
Chicago, IL, Public Building Commission, Building Revenue:
   Series A, 5.25%, 12/01/07 (c) ...............................................    3,500,000        AAA            3,648,225
   Series A, 5.25%, 12/01/09 (c) (d) ...........................................   10,420,000        AAA           10,877,021
   Series A, 5.25%, 12/01/11 (c) ...............................................    9,705,000        AAA           10,018,277
Chicago, IL, Public Building Commission, Board of Education, Series A,
   Zero Coupon, 1/01/06 (c) ....................................................    2,430,000        AAA            1,642,850
Cook & Dupage Counties, IL, Housing Development Authority:
   Zero Coupon, 12/01/07 (c) ...................................................    2,550,000        AAA            1,550,910
   Zero Coupon, 12/01/08 (c) ...................................................    2,625,000        AAA            1,503,836
   Zero Coupon, 12/01/09 (c) ...................................................    2,860,000        AAA            1,538,566
Cook County, IL, General Obligation, Zero Coupon, 11/01/04 (c) .................    3,205,000        AAA            2,315,612
Cook County, IL, Community High School District #233,
   Capital Appreciation:
      Series 1993 B, Zero Coupon, 12/01/08 (c) .................................    1,700,000        AAA              979,234
      Series 1993 B, Zero Coupon, 12/01/09 (c) .................................    1,700,000        AAA              919,972
      Series 1993 B, Zero Coupon, 12/01/10 (c) .................................    1,665,000        AAA              845,753
Cook County, IL, General Obligation, Series C, 6%, 11/15/07 (c) ................    5,000,000        AAA            5,527,100
Decatur, IL, General Obligation:
   Series 1991, Zero Coupon, 10/01/03 (c) ......................................    1,455,000        AAA            1,105,436
   Series 1991, Zero Coupon, 10/01/04 (c) ......................................    1,415,000        AAA            1,019,946
Decatur, IL, Public Building Commission, General Obligation,
   Certificate of Participation:
      6.5%, 1/01/03 (c) ........................................................    1,725,000        AAA            1,890,565
      6.5%, 1/01/06 (c) ........................................................    1,500,000        AAA            1,689,360
Evergreen Park, IL, Little Company of Mary Hospital, 7.75%,
   2/15/09 (c) .................................................................    2,935,000        AAA            3,033,029
Hoffman Estates, IL, Tax Increment Revenue, Capital Appreciation,
   Junior Lien, Series 1991, Zero Coupon, 5/15/07 ..............................   17,460,000        A             10,803,724
Illinois Dedicated Tax Revenue, Civic Center Project:
   6.25%, 12/15/11 (c) .........................................................    3,000,000        AAA            3,414,090
   6.25%, 12/15/20 (c) .........................................................    6,975,000        AAA            7,823,090
   Series A, 6.5%, 12/15/07 (c) ................................................    4,765,000        AAA            5,487,136
   Series A, 6.5%, 12/15/08 (c) ................................................    5,255,000        AAA            6,081,349
Illinois Educational Facilities Authority, Loyola University:
   Series 1991 A, Zero Coupon, 7/01/04 (c) .....................................    2,860,000        AAA            2,085,769
   Zero Coupon, 7/01/05 (c) ....................................................    4,000,000        AAA            2,773,400
Illinois Health Facilities Authority, Brokaw-Mennonite Healthcare:
   6%, 8/15/06 (c) .............................................................    1,380,000        AAA            1,506,781
   6%, 8/15/07 (c) .............................................................    1,460,000        AAA            1,597,620
   6%, 8/15/08 (c) .............................................................    1,550,000        AAA            1,701,915
   6%, 8/15/09 (c) .............................................................    1,640,000        AAA            1,802,409
Illinois Health Facilities Authority:
   Children's Memorial Hospital, 6.25%, 8/15/13 (c) ............................    3,400,000        AAA            3,813,848
   Felician Healthcare Inc., Series A, 6.25%, 12/01/15 (c) (d) .................   17,000,000        AAA           18,953,300
   Memorial Medical Center, 6.75%, 10/01/11 (c) ................................    2,135,000        AAA            2,307,444
   Methodist Health Service, Series 1985 G, 8%, 8/01/15 (c) ....................    9,880,000        AAA           10,622,087
   Sherman Hospital, 6.75%, 8/01/11 (c) ........................................    2,700,000        AAA            2,943,567
   SSM Healthcare System, 6.4%, 6/01/08 (c) ....................................    1,350,000        AAA            1,527,390
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       55
<PAGE>

AARP INSURED TAX FREE GENERAL BOND FUND

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

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>      
Joliet, IL, Junior College Assistance Corp., Lease Revenue, North Campus
   Extension Center, 6.7%, 9/01/12 (c) .........................................    2,500,000        AAA            2,969,275
Kane County, IL, Series 1996A, 6.5%, 2/01/10 (c) ...............................    1,775,000        AAA            2,039,013
Kane, Cook and Dupage Counties, IL, School District #46 Elgin:
   Series 1996B, Zero Coupon, 1/01/11 (c) ......................................    1,040,000        AAA              517,941
   Series 1996B, Zero Coupon, 1/01/12 (c) ......................................    1,300,000        AAA              609,999
   Series 1996B, Zero Coupon, 1/01/13 (c) ......................................    2,095,000        AAA              925,299
Kendall, Kane and Will Counties, IL, Community Unit School District
   Number 308, Oswego:
      Zero Coupon, 3/01/02 (c) .................................................    1,055,000        AAA              863,655
      Zero Coupon, 3/01/05 (c) .................................................    1,540,000        AAA            1,084,699
      Zero Coupon, 3/01/06 (c) .................................................    1,595,000        AAA            1,065,460
Metropolitan Pier & Exposition Authority, IL, McCormick Place
   Expansion Project:
      Series 1994, Zero Coupon, 6/15/13 (c) ....................................    5,625,000        AAA            2,424,544
      Zero Coupon, 12/15/03 (c) ................................................    3,200,000        AAA            2,408,448
      Zero Coupon, 6/15/04 (c) .................................................   10,300,000        AAA            7,527,240
Northwest Surburban Municipal Joint Action Water Agency, IL, Supply
   System Revenue, 6.45%, 5/01/07 (c) ..........................................    2,575,000        AAA            2,915,183
Rosemont, IL, Tax Increment:
   Series C, Zero Coupon, 12/01/05 (c) .........................................    4,455,000        AAA            3,028,643
   Series C, Zero Coupon, 12/01/07 (c) .........................................    2,655,000        AAA            1,614,771
Skokie, IL, Park District, Series 1994B, Zero Coupon, 12/01/11 (c) .............    3,000,000        AAA            1,423,710
State University Retirement System, IL, Special Revenue, Zero Coupon,
   10/01/03 (c) ................................................................    2,750,000        AAA            2,089,312
University of Illinois, Board of Trustees:
   Series 1991, Zero Coupon, 4/01/03 (c) .......................................    3,890,000        AAA            3,023,853
   Series 1991, Zero Coupon, 4/01/05 (c) .......................................    3,830,000        AAA            2,687,051
Will County, IL, Community Unit School District #201-U, Crete-Monee,
   Capital Appreciation:
      Zero Coupon, 12/15/00 (c) ................................................    1,325,000        AAA            1,153,041
      Zero Coupon, 12/15/01 (c) ................................................    1,730,000        AAA            1,435,727
INDIANA
Fort Wayne, IN, Parkview Memorial Hospital, Series A, 6.5%,
   11/15/12 (c) ................................................................    1,400,000        AAA            1,485,932
Indiana Health Facilities Finance Authority, Hospital Revenue,
   Community Hospital Project:
      6.4%, 5/01/12 (c) ........................................................    5,000,000        AAA            5,431,900
      6%, 7/01/01 (c) ..........................................................    1,395,000        AAA            1,474,292
Indiana Health Facilities Financing Authority, Hospital Revenue, Tax
   Exempt Custodian Receipts Refund, Series 1997A, 6%, 7/01/02 (c) .............    1,480,000        AAA            1,579,796
Indiana Health Facilities Financing Authority:
   Series 1990A, 6%, 7/01/03 (c) ...............................................    1,570,000        AAA            1,688,896
   Series 1990A, 6%, 7/01/04 (c) ...............................................    1,665,000        AAA            1,799,865
   Series 1990A, 6%, 7/01/05 (c) ...............................................    1,765,000        AAA            1,916,066
   Series 1990A, 6%, 7/01/06 (c) ...............................................    1,875,000        AAA            2,045,306
   Series 1990A, 6%, 7/01/07 (c) ...............................................    1,985,000        AAA            2,171,848
   Series 1990A, 6%, 7/01/09 (c) ...............................................    1,125,000        AAA            1,231,313
   Series 1990A, 6%, 7/01/10 (c) ...............................................    1,185,000        AAA            1,293,297
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       56
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>      
   Series 1990A, 6%, 7/01/11 (c) ...............................................    1,260,000        AAA            1,374,912
   Series 1990A, 6%, 7/01/12 (c) ...............................................    1,345,000        AAA            1,466,386
   Series 1990A, 6%, 7/01/13 (c) ...............................................    1,420,000        AAA            1,545,812
   Series 1990A, 6%, 7/01/14 (c) ...............................................    1,505,000        AAA            1,634,881
   Series 1990A, 6%, 7/01/15 (c) ...............................................    1,600,000        AAA            1,733,456
   Series 1990A, 6%, 7/01/16 (c) ...............................................    1,700,000        AAA            1,835,949
   Series 1990A, 6%, 7/01/17 (c) ...............................................    1,800,000        AAA            1,941,444
   Series 1990A, 6%, 7/01/18 (c) ...............................................    1,910,000        AAA            2,054,281
   Series 1997A, 6%, 7/01/08 (c) ...............................................    1,085,000        AAA            1,189,453
Indiana University, Revenue Refunding, Series H, Zero Coupon,
   8/01/06 (c) .................................................................    8,500,000        AAA            5,565,715
Indiana University, Student Fee Revenue, Series J, 5%, 8/01/18 (c) .............    4,200,000        AAA            3,971,016
Indiana University, Revenue Refunding, Student Fee Revenue, Series H,
   Zero Coupon, 8/01/08 (c) ....................................................   10,000,000        AAA            5,825,000
Madison County, IN, Community Hospital of Anderson, Prerefunded
   1/1/98 at 102, 8%, 1/01/14*** (c) ...........................................    7,055,000        AAA            7,269,260
Merrillville, IN, Multiple School Building Corp., First Mortgage,
   Zero Coupon, 1/15/11 (c) ....................................................    4,000,000        AAA            1,988,000
IOWA
Polk County, IA, Mercy Hospital, 6.75%, 11/01/05 (c) ...........................    5,000,000        AAA            5,464,900
KANSAS
Kansas City, KS, Utility System Revenue:
   Capital Appreciation, Prerefunded, Zero Coupon, 3/01/01*** (c) ..............    4,095,000        AAA            3,529,931
   ETM, Zero Coupon, 9/01/04** (c) .............................................    3,575,000        AAA            2,602,743
   ETM, Zero Coupon, 9/01/05** (c) .............................................    5,300,000        AAA            3,657,212
   ETM, Zero Coupon, 9/01/06** (c) .............................................    1,875,000        AAA            1,228,181
   Zero Coupon, 9/01/04 (c) ....................................................    2,640,000        AAA            1,929,840
   Zero Coupon, 9/01/05 (c) ....................................................    3,950,000        AAA            2,748,963
   Zero Coupon, 9/01/06 (c) ....................................................    1,375,000        AAA              908,545
LOUISIANA
Louisiana Public Facilities Authority, Prerefunded, 2/15/08 at 100,
   4.75%, 5/01/16*** ...........................................................    5,765,000        AAA            5,844,903
New Orleans, LA, General Obligation:
   Zero Coupon, 7/15/06 (c) ....................................................    4,850,000        AAA            2,941,379
   Zero Coupon, 9/01/07 (c) ....................................................   10,000,000        AAA            6,216,700
Orleans, LA, Levee District, Levee Improvement Bonds, Series 1986,
   5.95%, 11/01/14 (c) .........................................................    1,945,000        AAA            2,079,847
MARYLAND
Baltimore, MD, Revenue Exchanged, Auto Parking Revenue,
   Series 1996A, 5.9%, 7/01/12 (c) .............................................    3,100,000        AAA            3,405,474
MASSACHUSETTS
Massachusetts General Obligation, Series D, 7%, 10/01/03 (c) ...................    7,000,000        AAA            7,532,490
MICHIGAN
Detroit, MI, General Obligation, Distributable State Aid Refunding,
   5.25%, 5/01/08 (c) ..........................................................    1,500,000        AAA            1,566,855
Kalamazoo, MI, Hospital Finance Authority, Hospital Revenue, Borgess
   Medical Center, Series A, 6%, 7/01/09 (c) ...................................    8,250,000        AAA            8,530,252
Michigan Hospital Finance Authority, Sisters of Mercy Healthcorp
   Obligated Group, Series P, 5.25%, 8/15/08 (c) ...............................    8,655,000        AAA            9,018,770
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       57
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- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>      
MINNESOTA
Northern Minnesota Municipal Power Agency, Series 1989A, 7.25%,
   1/01/16 .....................................................................    7,500,000        A              7,928,475
MISSOURI
Missouri Health & Educational Facilities Authority, SSM Healthcare:
   1992 Series AA, 6.35%, 6/01/08 (c) ..........................................    8,125,000        AAA            9,231,787
   1992 Series AA, 6.4%, 6/01/09 (c) ...........................................    8,640,000        AAA            9,863,510
NEVADA
Clark County, NV, School District:
   General Obligation, Series B, Zero Coupon, 3/01/05 (c) ......................    8,070,000        AAA            5,725,504
   Series 1991B, Zero Coupon, 3/01/09 (c) ......................................    4,350,000        AAA            2,458,489
NEW JERSEY
New Jersey Highway Authority, ETM, 6.5%, 1/01/11 ...............................    4,835,000        AAA            5,350,266
New Jersey Housing and Finance Agency, Home Mortgage Purchase
   Revenue, Zero Coupon, 10/01/16 (c) ..........................................    3,980,000        AAA              603,806
New Jersey Turnpike Authority:
   6.5%, 1/01/09 (c) ...........................................................    5,000,000        AAA            5,760,200
   Series 1991A, 6.3%, 1/01/01 (c) .............................................    1,250,000        AAA            1,329,325
NEW YORK
New York City, NY, General Obligation:
   8%, 11/01/01 (c) ............................................................      760,000        AAA              774,128
   5.9%, 2/01/05 (c) ...........................................................    5,500,000        AAA            5,936,975
   8.125%, 11/01/05 (c) ........................................................    1,400,000        AAA            1,426,166
   Series 1989 E, 7%, 12/01/07 (c) .............................................      115,000        AAA              117,348
   Series A, ETM, 8%, 11/01/01** (c) ...........................................      740,000        AAA              790,720
   Series A, 3%, 8/15/02 (c) ...................................................    9,000,000        AAA            8,418,420
   Series C, 6.4%, 8/01/04 (c) .................................................      500,000        AAA              546,200
   Series C, 6.4%, 8/01/05 (c) .................................................      430,000        AAA              468,167
   Series C, Prerefunded 8/01/02 at 101.50, 6.4%, 8/01/05*** (c) ...............   10,000,000        AAA           11,061,900
   Series D, 8%, 8/01/05 (c) ...................................................        5,000        AAA                5,167
   Series D, 6%, 8/01/06 (c) ...................................................      140,000        AAA              144,525
   Series D, 6%, 8/01/08 (c) ...................................................      370,000        AAA              381,958
   Series E, ETM, 7%, 12/01/07** (c) ...........................................    1,385,000        AAA            1,408,143
New York State Dormitory Authority:
   College and University Pooled Capital Program, 7.8%, 12/01/05 (c) ...........    8,840,000        AAA            9,394,445
   State University of New York, 6%, 7/01/09 (c) ...............................    2,000,000        AAA            2,215,400
New York State Dormitory Authority Revenue, City University:
   Series C, 7.5%, 7/01/10 (c) .................................................    5,750,000        AAA            7,173,470
   Series D, 7%, 7/01/09 (c) ...................................................    4,000,000        AAA            4,787,040
New York State Energy Research and Development Authority, Pollution
   Control Revenue, Electric and Gas, 5.9%, 12/01/06 (c) .......................    5,300,000        AAA            5,818,658
New York State, Urban Development Authority, Correctional Facilities,
   6.5%, 1/01/11 (c) ...........................................................    4,500,000        AAA            5,185,845
Suffolk County, NY, Industrial Development Agency, Southwest Sewer
   System, 6%, 2/01/07 (c) .....................................................    8,000,000        AAA            8,771,760
NORTH CAROLINA
North Carolina Eastern Municipal Power Agency:
   5.5%, 1/01/07 (c) ...........................................................    2,000,000        AAA            2,121,860
   Power System Revenue, Series B, 6%, 1/01/18 (c) .............................    8,775,000        AAA            9,611,959
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       58
<PAGE>

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<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>       
North Carolina Municipal Power Agency, Number One, Catawba Electric
   Power Revenue:
      5.25%, 1/01/08 (c) .......................................................    2,500,000        AAA            2,612,725
      6%, 1/01/11 (c) ..........................................................    8,235,000        AAA            9,101,157
      7.5%, 1/01/17 ............................................................    4,520,000        A              4,648,730
      Series 1992, 7.25%, 1/01/07 (c) ..........................................    5,000,000        AAA            5,947,300
      Series 1997, 6%, 1/01/08 (c) .............................................    2,585,000        AAA            2,849,058
NORTH DAKOTA
Bismarck, ND, Hospital Revenue, St. Alexius Medical Center, Series 1991,
   Zero Coupon, 5/01/02 (c) ....................................................    2,850,000        AAA            2,324,716
OHIO
Cleveland, OH, Water Works Revenue, Series 1993G, 5.5%,
   1/01/13 (c) (d) .............................................................   10,000,000        AAA           10,495,600
Hamilton County, OH, Electric System Mortgage Revenue, Series B,
   Prerefunded 10/15/98 at 102, 8%, 10/15/22*** (c) ............................    3,720,000        AAA            3,948,296
Ohio Air Quality Development Authority, Ohio Power Company,
   Series B, 7.4%, 8/01/09 (c) .................................................    5,000,000        AAA            5,367,550
OKLAHOMA
Tulsa, OK, Industrial Development Authority, Hospital Revenue,
   St. John's Medical Center:
      Zero Coupon, 12/01/02 (c) ................................................    3,930,000        AAA            3,133,428
      Zero Coupon, 12/01/04 (c) ................................................    5,430,000        AAA            3,924,695
      Zero Coupon, 12/01/06 (c) ................................................    6,430,000        AAA            4,199,626
PENNSYLVANIA
Pennsylvania Industrial Development Authority, Economic
   Development Revenue:
      5.8%, 1/01/08 (c) ........................................................    4,250,000        AAA            4,622,938
      5.8%, 7/01/08 (c) ........................................................    4,875,000        AAA            5,318,918
Philadelphia, PA, Water & Wastewater Refunding Revenue:
   5.5%, 6/15/07 (c) ...........................................................    5,000,000        AAA            5,304,550
   5.625%, 6/15/09 (c) .........................................................   20,000,000        AAA           21,537,600
   5.625%, 6/15/09 (c) .........................................................   10,855,000        AAA           11,689,532
Westmoreland County, PA, Industrial Development Revenue,
   Westmoreland Health System, 5.375%, 7/01/11 (c) .............................    7,300,000        AAA            7,621,054
PUERTO RICO
Commonwealth of Puerto Rico, Highway & Transportation Authority
   Revenue, 5.5%, 7/01/09 (c) ..................................................   10,940,000        AAA           11,732,822
RHODE ISLAND
Rhode Island Clean Water Protection Agency, Pollution Control Revenue,
   Revolving Fund, Series A, 5.4%, 10/01/15 (c) ................................    2,000,000        AAA            2,058,220
Rhode Island Convention Center Authority, Refunding Revenue:
   Series 1993 B, 5%, 5/15/10 (c) ..............................................    5,000,000        AAA            5,046,400
   Series 1993 B, 5.25%, 5/15/15 (c) (d) .......................................   22,000,000        AAA           22,251,460
Rhode Island Depositors Economic Protection Corp., Special Obligation:
   Series B, 5.8%, 8/01/10 (c) .................................................    6,200,000        AAA            6,751,242
   Series B, 5.8%, 8/01/11 (c) .................................................    4,525,000        AAA            4,920,892
   Series B, 5.8%, 8/01/12 (c) .................................................    2,500,000        AAA            2,715,775
   Series B, 5.8%, 8/01/13 (c) .................................................    7,340,000        AAA            7,959,790
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       59
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>       
SOUTH CAROLINA
Piedmont Municipal Power Agency, SC, Electric Revenue:
   5.5%, 1/01/12 (c) ...........................................................    2,810,000        AAA            2,966,461
   Series 1991 A, 6.5%, 1/01/16 (c) ............................................    2,570,000        AAA            2,977,114
   Series 1991 A, ETM, 6.5%, 1/01/16** (c) .....................................      430,000        AAA              498,116
   Series 1993, 5.5%, 1/01/08 (c) ..............................................    1,075,000        AAA            1,139,758
   Series 1993, ETM, 5.5%, 1/01/08** (c) .......................................      840,000        AAA              899,052
   Series 1993, ETM, 5.5%, 1/01/12** (c) .......................................    2,190,000        AAA            2,311,939
TENNESSEE
Knox County, TN, Health & Educational Hospital Facilities Board,
   Fort Sanders Alliance:
      5.75%, 1/01/11 (c) .......................................................   15,405,000        AAA           16,637,862
      5.75%, 1/01/12 (c) .......................................................   17,880,000        AAA           19,290,732
      6.25%, 1/01/13 (c) .......................................................    4,000,000        AAA            4,519,600
Knox County, TN, Health, Education and Housing Facilities Board:
   5.75%, 1/01/14 (c) ..........................................................    2,000,000        AAA            2,149,180
   Fort Sanders Alliance, 7.25%, 1/01/09 (c) ...................................    3,750,000        AAA            4,544,888
TEXAS
Austin, TX, Utility Systems Revenue Refunding, Series A, Zero Coupon,
   11/15/08 (c) ................................................................    3,460,000        AAA            1,997,423
Austin, TX, Combined Utility System Revenue, Zero Coupon,
   11/15/09 (c) ................................................................    5,020,000        AAA            2,722,697
Bexar County, TX, Health Facilities Development Corporation, Baptist
   Health System:
      Series 1997A, 6%, 11/15/11 (c) ...........................................    2,000,000        AAA            2,211,460
      Series 1997, 6%, 11/15/12 (c) ............................................    3,000,000        AAA            3,315,510
Brownsville, TX, Utility System Revenue, 6.25%, 9/01/10 (c) ....................    4,085,000        AAA            4,608,084
Cedar Hill, TX, Zero Coupon:
   Series 1996, 8/15/09 ........................................................    1,500,000        AAA              823,890
   Series 1996, 8/15/10 ........................................................    3,130,000        AAA            1,614,204
Dallas, TX, Housing Finance Corp., Single Family Mortgage Revenue,
   Zero Coupon, 10/01/16 (c) ...................................................    6,535,000        AAA              934,701
Dallas-Fort Worth, TX, Airport Revenue:
   7.75%, 11/01/03 (c) .........................................................    1,000,000        AAA            1,176,060
   7.8%, 11/01/05 (c) ..........................................................    2,000,000        AAA            2,398,760
   7.8%, 11/01/06 (c) ..........................................................    2,025,000        AAA            2,431,053
   7.375%, 11/01/08 (c) ........................................................    4,500,000        AAA            5,252,265
   7.375%, 11/01/10 (c) ........................................................    3,500,000        AAA            4,074,245
Harris County, TX, Health Facilities Development:
   6.25%, 5/15/08 (c) ..........................................................    2,785,000        AAA            3,135,158
   6.25%, 5/15/09 (c) ..........................................................    2,965,000        AAA            3,338,798
Harris County, TX, General Obligation:
   Capital Appreciation Bond, Zero Coupon, 10/01/06 (c) ........................    9,035,000        AAA            5,894,795
   Flood Control District, Zero Coupon, 10/01/00 (c) ...........................    1,000,000        AAA              879,300
   Toll Road Authority, Toll Road Revenue, Subordinate Lien:
      Series A, Zero Coupon, 8/15/05 (c) .......................................    4,025,000        AAA            2,785,340
      Series A, Zero Coupon, 8/15/06 (c) .......................................    4,010,000        AAA            2,632,204
      Unlimited Tax, Series A, Zero Coupon, 8/15/04 (c) ........................    2,050,000        AAA            1,491,519
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       60
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<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>       
Houston, TX, Water & Sewer System Authority:
   Series C, Zero Coupon, 12/01/06 (c) .........................................   14,575,000        AAA            9,434,543
   Series C, Zero Coupon, 12/01/08 (c) .........................................   19,000,000        AAA           10,944,380
   Series C, Zero Coupon, 12/01/09 (c) .........................................   14,750,000        AAA            7,982,110
   Zero Coupon, 12/01/10 (c) ...................................................    5,000,000        AAA            2,539,800
   Series 1991C, Zero Coupon, 12/01/12 (c) .....................................    3,350,000        AAA            1,508,338
Hurst Euless Bedford, TX, Independent School District, Series 1994,
   Zero Coupon, 8/15/09 (c) ....................................................    4,925,000        AAA            2,705,106
Lubbock, TX, Health Facilities Development Corp., Methodist Hospital:
   Series B, 5.5%, 12/01/06 (c) ................................................    3,945,000        AAA            4,070,806
   Series B, 5.6%, 12/01/07 (c) ................................................    2,415,000        AAA            2,500,781
   Series B, 5.625%, 12/01/08 (c) ..............................................    4,400,000        AAA            4,541,504
Lubbock, TX, Health Facilities Development Corporation, Series B,
   5.625%, 12/01/09 (c) ........................................................    4,640,000        AAA            4,752,659
Montgomery County, TX, General Obligation, Library Refunding:
   Zero Coupon, 9/01/03 (c) ....................................................    3,475,000        AAA            2,657,923
   Zero Coupon, 9/01/04 (c) ....................................................    3,475,000        AAA            2,523,128
   Zero Coupon, 9/01/05 (c) ....................................................    3,475,000        AAA            2,399,766
North Central Texas Health Facilities Development Corp., Presbyterian
   Hospital, Prerefunded 12/01/97 at 102, 8.875%, 12/01/15*** (c) ..............    5,000,000        AAA            5,141,700
Northeast Hospital Authority, TX, Revenue, Series 1997, 6%,
   5/15/10 (c) .................................................................    2,180,000        AAA            2,396,300
Northwest Texas Independent School District, Capital Appreciation
   Bonds, Series 1991, Zero Coupon, 8/15/10 (c) ................................    3,690,000        AAA            1,903,007
San Antonio, TX, Electric and Gas, Revenue Refunding:
   Series A, Zero Coupon, 2/01/05 (c) ..........................................    2,500,000        AAA            1,774,175
   Series A, Zero Coupon, 2/01/05 (c) ..........................................    8,000,000        AAA            5,677,360
   Series A, Zero Coupon, 2/01/06 (c) ..........................................   17,900,000        AAA           12,054,039
San Antonio, TX, Electric and Gas, Zero Coupon, 2/01/08 (c) ....................    8,115,000        AAA            4,870,785
San Antonio, TX, Hotel Revenue, Series 1996, 6%, 8/15/06 (c) ...................    2,000,000        AAA            2,202,020
San Antonio, TX, Series 1991 B, Zero Coupon, 2/01/09 (c) .......................    4,400,000        AAA            2,483,360
Tarrant County, TX, Health Facilities Development Corp., Hospital
   Refunding Revenue, Fort Worth Osteopathic Hospital:
      6%, 5/15/11 (c) ..........................................................    4,615,000        AAA            5,124,727
      6%, 5/15/21 (c) ..........................................................    6,235,000        AAA            6,792,097
Texas General Obligation:
   Capital Appreciation Bond, Super Collider, Series C, Zero Coupon,
      4/01/06 (c) ..............................................................    7,385,000        AAA            4,933,919
   Superconductor Revenue, Series C, Zero Coupon, 4/01/05 (c) ..................    8,390,000        AAA            5,907,902
Texas Municipal Power Agency:
   6.1%, 9/01/07 (c) ...........................................................    9,250,000        AAA           10,297,933
   6.1%, 9/01/09 (c) ...........................................................    4,435,000        AAA            4,974,961
Texas Public Finance Authority, Building Authority:
   Series B, 6.25%, 2/01/08 (c) ................................................    5,190,000        AAA            5,860,444
   Zero Coupon, 2/01/06 (c) ....................................................   13,915,000        AAA            9,370,500
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       61
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- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>       
UTAH
Associated Municipal Power System, UT, Hunter Project,
   Refunding Revenue:
      Zero Coupon, 7/01/00 (c) .................................................    2,755,000        AAA            2,448,534
      Zero Coupon, 7/01/02 (c) .................................................    5,200,000        AAA            4,202,848
      Zero Coupon, 7/01/04 (c) .................................................    5,895,000        AAA            4,313,372
      Zero Coupon, 7/01/05 (c) .................................................    5,900,000        AAA            4,106,282
      Zero Coupon, 7/01/06 (c) .................................................    5,895,000        AAA            3,892,056
      Zero Coupon, 7/01/07 (c) .................................................    3,750,000        AAA            2,338,763
Intermountain Power Supply Agency, UT, Power Supply Revenue:
   5%, 7/01/12 (c) .............................................................    1,000,000        AAA              986,580
   Series A, Zero Coupon, 7/01/02 (c) ..........................................    1,655,000        AAA            1,334,526
   Series A, Zero Coupon, 7/01/03 (c) ..........................................    1,000,000        AAA              768,500
   Series A, Zero Coupon, 7/01/04 (c) ..........................................    1,730,000        AAA            1,261,672
   Series A, 6.5%, 7/01/08 (c) .................................................    4,000,000        AAA            4,583,720
   Series B, Zero Coupon, 7/01/02 (c) ..........................................    8,230,000        AAA            6,636,343
Intermountain Power Supply Agency, UT, Series 1993, 5.55%, 7/01/11 .............    7,000,000        A              7,145,110
Provo, UT, Electric System Revenue, ETM, 10.375%, 9/15/15** (c) ................    1,800,000        AAA            2,603,826
VIRGINIA
Roanoke, VA, Industrial Development Authority, Roanoke Memorial
   Hospital, Series B, 6.125%, 7/01/17 (c) .....................................    5,500,000        AAA            6,115,670
Southeastern Public Service Authority, VA, Refunding Revenue, Series A,
   5.25%, 7/01/10 (c) ..........................................................    7,380,000        AAA            7,672,027
Virginia Beach, VA, Development Authority, Virginia Beach General
   Hospital Project:
      6%, 2/15/11 (c) ..........................................................    1,595,000        AAA            1,767,212
      5.125%, 2/15/18 (c) ......................................................    3,000,000        AAA            2,927,580
Winchester County, VA, Industrial Development Authority, Hospital
   Revenue, 6.0%, 1/01/15* (c) .................................................    5,700,000        AAA            5,749,362
WASHINGTON
Clark County, WA, Public Utility District No. 1:
   6%, 1/01/06 (c) .............................................................    7,500,000        AAA            8,192,175
   Series 1995, 6%, 1/01/08 (c) ................................................    2,200,000        AAA            2,420,990
King County, WA, Public Hospital District #1, Valley Medical Center,
   Series 1992, 5.5%, 9/01/17 (c) ..............................................    3,500,000        AAA            3,505,810
King & Snohomish Counties, WA, General Obligation, School District #417,
   5.6%, 12/01/10 (c) ..........................................................    1,650,000        AAA            1,770,945
Snohomish County, WA, School District #6, 6.5%, 12/01/07 .......................    3,325,000        A              3,798,380
Washington, General Obligation Series AT-5, Zero Coupon,
   8/01/10 (c) .................................................................    2,625,000        AAA            1,364,974
Washington Health Care Facilities Authority, Empire Health
   Services-Spokane:
      5.65%, 11/01/05 (c) ......................................................    2,155,000        AAA            2,297,273
      5.7%, 11/01/06 (c) .......................................................    3,440,000        AAA            3,689,228
      5.75%, 11/01/07 (c) ......................................................    7,350,000        AAA            7,921,022
      5.8%, 11/01/09 (c) .......................................................    4,595,000        AAA            4,977,350
      5.8%, 11/01/10 (c) .......................................................    2,100,000        AAA            2,266,131
</TABLE>

     The accompanying notes are an integral part of the financial statements


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<TABLE>
<CAPTION>
                                                                                    Principal        Credit          Market
                                                                                   Amount ($)      Rating (b)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>           <C>       
Washington Public Power Supply System, Revenue Refunding,
   Nuclear Power Project #1:
      6%, 7/01/08 (c) ..........................................................    5,000,000        AAA            5,481,350
      Series A, 7%, 7/01/11 (c) ................................................    3,830,000        AAA            4,178,224
      Series B, 7.25%, 7/01/12 (c) .............................................   10,895,000        AAA           11,955,737
      Series 1989A, 7.5%, 7/01/15 ..............................................    1,500,000        AAA            1,615,875
      Series A, 7.5%, 07/01/15 (c) .............................................    1,595,000        AAA            1,718,214
      Series A, Prerefunded 7/1/99 at 102, 7.5%, 07/01/15*** (c) ...............    2,405,000        AAA            2,590,786
Washington Public Power Supply System, Revenue Refunding,
   Nuclear Project #2:
      Series 1992A, Zero Coupon, 7/01/11 (c) ...................................    4,200,000        AAA            2,037,378
      Series A, 7.25%, 7/01/03 (c) .............................................    2,000,000        AAA            2,197,460
      Series A, 5.7%, 7/01/08 (c) ..............................................    5,000,000        AAA            5,342,050
      Series C, 7%, 7/01/01 (c) ................................................   10,000,000        AAA           10,907,600
      Series C, 7.375%, 7/01/11 (c) ............................................    1,370,000        AAA            1,523,892
Washington Public Power Supply System, Revenue Refunding,
   Nuclear Project #3:
      7.5%, 7/01/08 (c) ........................................................    4,000,000        AAA            4,883,400
      Series 1989A, Zero Coupon, 7/01/10 (c) ...................................    5,860,000        AAA            3,022,295
      Series A, Prerefunded 7/1/99 at 102, 7.25%, 7/01/16*** (c) ...............    3,630,000        AAA            3,895,208
      Series A, Zero Coupon, 7/01/04 (c) .......................................    3,625,000        AAA            2,643,676
      Series A, Zero Coupon, 7/01/05 (c) .......................................    4,125,000        AAA            2,860,069
Washington State Housing Finance, Series A, 7.1%, 12/01/17 .....................    5,105,000        AAA            5,230,532
WEST VIRGINIA
West Virginia, School Building Authority Revenue, Series B, 6.75%,
   7/01/10 (c) .................................................................    4,000,000        AAA            4,343,400
WISCONSIN
Kenosha, WI, General Obligation, Series C, Zero Coupon, 6/01/04 (c) ............    3,475,000        AAA            2,552,458
Wisconsin Health & Educational Facilities Authority:
   6.1%, 8/15/09 (c) ...........................................................    2,000,000        AAA            2,217,820
   Felician Healthcare Inc., Series B, 6.25%, 1/01/22 (c) ......................    5,285,000        AAA            5,918,724
   Hospital Sisters Services Inc. - Obligated Group, 5.375%,
      6/01/18 (c) ..............................................................    4,800,000        AAA            4,708,656
   St. Luke's Medical Center, 7.1%, 8/15/11 (c) ................................    2,000,000        AAA            2,206,300
   Villa St. Francis Inc., Series C, 6.25%, 1/01/22 (c) ........................    9,230,000        AAA           10,336,769
   Wheaton Franciscan Services, 6.1%, 8/15/08 (c) ..............................    4,580,000        AAA            5,100,151
Wisconsin Health & Educational Facilities Authority Aurora Medical:
   5.75%, 11/15/06 (c) .........................................................    2,000,000        AAA            2,148,120
   5.75%, 11/15/07 (c) .........................................................    1,500,000        AAA            1,618,125
   6%, 11/15/08 (c) ............................................................    4,085,000        AAA            4,507,185
   6%, 11/15/09 (c) ............................................................    4,330,000        AAA            4,820,026
Wisconsin Health & Educational Facilities Authority, SSM Healthcare:
   Series 1992 AA, 6.4%, 6/01/08 (c) ...........................................    2,335,000        AAA            2,645,999
   Series 1992 AA, 6.45%, 6/01/09 (c) ..........................................    2,485,000        AAA            2,857,502
   Series 1992 AA, 6.45%, 6/01/10 (c) ..........................................    2,650,000        AAA            3,050,336
   Series 1992 AA, 6.5%, 6/01/11 (c) ...........................................    2,820,000        AAA            3,232,002
   Series 1992 AA, 6.5%, 6/01/12 (c) ...........................................    3,000,000        AAA            3,480,630
                                                                                                                -------------
Total Long-Term Municipal Investments (Cost $1,533,349,712) ....................                                1,674,354,483
                                                                                                                -------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       63
<PAGE>

AARP INSURED TAX FREE GENERAL BOND FUND

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

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

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

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

                   <S>                                                                            <C>           <C>
                   Total Investment Portfolio (Cost $1,542,449,712) (a) ........                   98.3         1,683,454,483
                   Other Assets and Liabilities, Net ...........................                    1.7            28,553,685
                                                                                                  -----         -------------
                   Net Assets ..................................................                  100.0         1,712,008,168
                                                                                                  =====         =============
</TABLE>

*     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. These notes are
      carried, for purposes of calculating average weighted maturity, at the
      longer of the period remaining until the next rate change or to the extent
      of the demand period.

**    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, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $1,542,746,371 was as
      follows:

      Aggregate gross unrealized appreciation for all investments
      in which there is an excess of value over tax cost ........  $140,968,309

      Aggregate gross unrealized depreciation for all investments
      in which there is an excess of tax cost over value ........      (260,197)
                                                                   ------------

      Net unrealized appreciation ...............................  $140,708,112
                                                                   ============

(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, BIG, MBIA,
      FGIC, FSA, PSFG or Capital Guaranty.

(d)   At September 30, 1997, this security, in whole or in part, has been
      pledged to cover initial margin requirements for open futures contracts.

      At September 30, 1997, open futures contracts sold were as follows:

<TABLE>
<CAPTION>
                                                                Aggregate         Market
      Futures                       Expiration     Contracts  Face Value ($)     Value ($)
      -------                       ----------     ---------  --------------     ---------
      <S>                          <C>                <C>      <C>              <C>
      U.S Treasury Bond ........   December, 1997     945      106,665,885      108,940,781
                                                                                -----------

      Total net unrealized depreciation on open futures contracts sold .......    2,274,896
                                                                                ===========
</TABLE>

      The aggregate face value of futures contracts opened and closed during the
      year ended September 30, 1997 was $449,459,820 and $466,467,485,
      respectively.
- --------------------------------------------------------------------------------
      Purchases and sales of investment securities (excluding short-term
      investments) for the year ended September 30, 1997, aggregated
      $126,793,957 and $181,012,552, 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


                                       64
<PAGE>

AARP BOND FUND FOR INCOME

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------

<C>                <S>                                                                                               <C>
- -------------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 11.2%
- -------------------------------------------------------------------------------------------------------------------------------

      6,505,000    Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 9/30/97 at 6.02%
                      to be repurchased at $6,506,088 on 10/01/97, collateralized
                      by a $6,626,000 U.S. Treasury Note, 4.75%, 9/30/98 (Cost $6,505,000) ..................         6,505,000
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   SHORT-TERM NOTES 18.9%
- -------------------------------------------------------------------------------------------------------------------------------

     11,000,000    Federal Home Loan Mortgage Corp., Discount Note, 10/01/97
                      (Cost $11,000,000) ....................................................................        10,998,307
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   U.S. TREASURY OBLIGATIONS 1.3%
- -------------------------------------------------------------------------------------------------------------------------------

      3,000,000    U.S. Treasury STRIP (Principal only) 11/15/18 (Cost $717,527) ............................           758,010
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   GOVERNMENT NATIONAL MORTGAGE ASSOCIATION* 4.3%
- -------------------------------------------------------------------------------------------------------------------------------

        436,344    9%, 8/15/21 ..............................................................................           470,157
        941,565    8.5%, 6/15/26 ............................................................................           985,111
      1,005,290    7.5%, 4/15/27 ............................................................................         1,022,561
                                                                                                                  -------------
                   Total Government National Mortgage Association (Cost $2,445,149) .........................         2,477,829
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   U.S. GOVERNMENT AGENCY PASS-THRUS* 1.7%
- -------------------------------------------------------------------------------------------------------------------------------

        953,359    Federal Home Loan Mortgage Corp., 7.79% with various maturities to 9/01/24
                      (Cost $996,558) .......................................................................           992,094
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   FOREIGN BONDS -- U.S. $ DENOMINATED 3.0%
- -------------------------------------------------------------------------------------------------------------------------------

        250,000    Fage Dairy Industry SA, 9%, 2/01/07 ......................................................           243,750
      1,000,000    Hutchison Whampoa, Ltd., 7.5%, 8/01/27 ...................................................           984,750
        500,000    Petroleos Mexicanos SA, 8.85%, 9/15/07 ...................................................           511,500
                                                                                                                  -------------
                   Total Foreign Bonds - U.S.$ Denominated (Cost $1,738,998) ................................         1,740,000
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   ASSET BACKED 8.7%
- -------------------------------------------------------------------------------------------------------------------------------

Credit Card Receivables 0.9%
        500,000    Advanta Corp., Series 1997-1 A4, 7.65%, 5/25/27 ..........................................           514,375
                                                                                                                  -------------
Home Equity Loans 2.2%
        500,000    Contimortgage Home Equity Loan Trust, Series 1997-3 M1-F, 7.31%, 8/15/28 .................           509,219
        300,000    The Money Store Inc. Home Equity Loan Trust, Series 1996-C A4,
                      7.4%, 6/15/21 .........................................................................           306,750
        500,000    The Money Store Inc. Home Equity Series 1997-A A2, 6.56%, 12/15/09 .......................           503,125
                                                                                                                  -------------
                                                                                                                      1,319,094
                                                                                                                  -------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       65
<PAGE>

AARP BOND FUND FOR INCOME

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

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

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                                <C>
Manufactured Housing 5.6%
        375,000    Associated Manufactured Housing Corp., Series 1997-1 B1, 7.6%, 6/15/28 ...................           386,895
        330,062    Green Tree Financial Corp., Series 1997-A A1, 6.3%, 8/15/23 ..............................           330,577
        500,000    Green Tree Financial Corp., Series 1995-6 B1, 7.7%, 9/15/26 ..............................           513,280
        500,000    Green Tree Financial Corp., Series 1997-1 B2, 7.76%, 3/15/28 .............................           511,094
        500,000    Green Tree Financial Corp., Series 1997-2 B2, 8.05%, 4/15/28 .............................           520,391
      1,000,000    Green Tree Financial Corp., Series 1995-10 B1, 7.05%, 2/15/27 ............................         1,009,492
                                                                                                                  -------------
                                                                                                                      3,271,729
                                                                                                                  -------------
                   Total Asset Backed (Cost $4,995,928) .....................................................         5,105,198
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   CORPORATE BONDS 49.5%
- -------------------------------------------------------------------------------------------------------------------------------

Consumer Discretionary 1.8%
        500,000    Rite Aid Corp., 7.7%, 2/15/27 ............................................................           525,535
        500,000    Tultex Corp., 9.625%, 4/15/07 ............................................................           530,000
                                                                                                                  -------------
                                                                                                                      1,055,535
                                                                                                                  -------------
Consumer Staples 0.7%
        400,000    Polymer Group, Inc., 9%, 7/01/07 .........................................................           404,000
                                                                                                                  -------------
Health 1.7%
        500,000    NBTY Inc., 8.625%, 9/15/07 ...............................................................           496,250
        500,000    Tenet Healthcare Corp., 8.625%, 1/15/07 ..................................................           517,500
                                                                                                                  -------------
                                                                                                                      1,013,750
                                                                                                                  -------------
Communications 3.5%
        500,000    Comcast Cellular, 9.5%, 5/01/07 ..........................................................           522,500
      1,000,000    Rogers Cantel Inc., 8.3%, 10/01/07 .......................................................         1,000,000
        500,000    WorldCom, Inc., 7.75%, 4/01/07 ...........................................................           524,170
                                                                                                                  -------------
                                                                                                                      2,046,670
                                                                                                                  -------------
Financial 14.6%
      1,000,000    First Industrial L.P., 7.6%, 5/15/07 .....................................................         1,041,850
      1,000,000    First Union Capital II, 7.85%, 1/01/27 ...................................................         1,008,240
      1,000,000    General Motors Acceptance Corp., 6.869%, 8/15/07 .........................................         1,013,438
      1,000,000    Security Capital Industrial Trust, 7.625%, 7/01/17 .......................................         1,020,000
        500,000    Shurgard Storage Centers, Inc. (REIT), 7.5%, 4/25/04 .....................................           518,320
      1,000,000    Spieker Properties, Inc., 7.125%, 7/01/09 ................................................         1,007,110
      1,000,000    Susa Partnership L.P., 8.2%, 6/01/17 .....................................................         1,056,250
        500,000    Taubman Realty Group LP Medium Term Note, 8%, 7/30/01 ....................................           519,165
        250,000    Taubman Realty Group LP Medium Term Note, 7%, 10/01/03 ...................................           252,930
      1,000,000    US West Capital Funding Inc., 7.9%, 2/01/27 ..............................................         1,053,740
                                                                                                                  -------------
                                                                                                                      8,491,043
                                                                                                                  -------------
Media 6.5%
      1,000,000    Harcourt General, Inc., 7.2%, 8/01/27 ....................................................           974,270
        500,000    Hollinger International, 8.625%, 3/15/05 .................................................           515,000
        500,000    Outdoor Systems, Inc., 8.875%, 6/15/07 ...................................................           510,000
        125,000    Tele-Communications, Inc., 8%, 8/01/05 ...................................................           130,390
      1,000,000    Time Warner Inc., 9.125%, 1/15/13 ........................................................         1,147,590
        520,000    Viacom Inc., 6.75%, 1/15/03 ..............................................................           509,106
                                                                                                                  -------------
                                                                                                                      3,786,356
                                                                                                                  -------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       66
<PAGE>

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

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

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                                <C>
Service Industries 5.3%
        500,000    Pierce Leahy Corp., 9.125%, 7/15/07 ......................................................           523,750
      1,000,000    Prime Hospitality Corp., 9.25%, 1/15/06 ..................................................         1,045,000
        500,000    SC International Services, Inc., 9.25%, 9/01/07 ..........................................           508,750
      1,000,000    ServiceMaster L.P., 7.45%, 8/15/27 .......................................................         1,008,750
                                                                                                                  -------------
                                                                                                                      3,086,250
                                                                                                                  -------------
Durables 0.4%
        250,000    Tracor, Inc., 8.5%, 3/01/07 ..............................................................           256,250
                                                                                                                  -------------
Manufacturing 1.8%
        500,000    Argo-Tech Corp., 8.625%, 10/01/07 ........................................................           501,250
         50,000    GFSI Inc., 9.625%, 3/01/07 ...............................................................            51,375
        500,000    Mead Corp., 7.55%, 3/01/47 ...............................................................           519,600
                                                                                                                  -------------
                                                                                                                      1,072,225
                                                                                                                  -------------
Technology 2.8%
        500,000    Amphenol Corp., 9.875%, 5/15/07 ..........................................................           532,500
        100,000    Fairchild Semiconductor Corp., 10.125%, 3/15/07 ..........................................           107,500
      1,000,000    International Business Machines Corp., 7%, 10/30/45 ......................................           972,210
                                                                                                                  -------------
                                                                                                                      1,612,210
                                                                                                                  -------------
Energy 5.0%
        500,000    Barrett Resources Corp., 7.55%, 2/01/07 ..................................................           511,250
        500,000    Chesapeake Energy Corp., 8.5%, 3/15/12 ...................................................           487,500
        250,000    Dawson Production Services, Inc., 9.375%, 2/01/07 ........................................           260,625
        250,000    Lomak Petroleum, Inc., 8.75%, 1/15/07 ....................................................           248,750
      1,000,000    Lyondell Petrochemical Co., 7.55%, 2/15/26 ...............................................         1,003,760
        400,000    Pride Petroleum Services, Inc., 9.375%, 5/01/07 ..........................................           428,000
                                                                                                                  -------------
                                                                                                                      2,939,885
                                                                                                                  -------------
Metals & Minerals 2.7%
        500,000    AK Steel Corp., 9.125%, 12/15/06 .........................................................           526,250
      1,000,000    Potash Corp., 7.125%, 6/15/07 ............................................................         1,019,600
                                                                                                                  -------------
                                                                                                                      1,545,850
                                                                                                                  -------------
Construction 0.4%
        250,000    Nortek, Inc., 9.25%, 3/15/07 .............................................................           253,750
                                                                                                                  -------------
Transportation 2.3%
        300,000    Continental Airlines Inc. Series 1997-1B, 7.461%, 4/01/13 ................................           313,371
        500,000    Norfolk Southern Corp., 7.8%, 5/15/27 ....................................................           535,485
        500,000    Allied Holdings, Inc., 8.625%, 10/01/07 ..................................................           506,875
                                                                                                                      1,355,731
                                                                                                                  -------------
                   Total Corporate Bonds (Cost $28,241,662) .................................................        28,919,505
                                                                                                                  -------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
   SUMMARY                                                                                     % OF NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------------

                   <S>                                                                            <C>              <C>       
                   Total Investment Portfolio (Cost $56,640,822) (a) .........................     98.6            57,495,943
                   Other Assets and Liabilities, Net .........................................      1.4               828,203
                                                                                                  -----            ----------
                   Net Assets ................................................................    100.0            58,324,146
                                                                                                  =====            ==========
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       67
<PAGE>

AARP BOND FUND FOR INCOME

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

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

- --------------------------------------------------------------------------------
*     Effective maturities will be shorter due to prepayments.

(a)   At September 30, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $56,640,822 was as
      follows:

      Aggregate gross unrealized appreciation for all investments
      in which there is an excess of value over tax cost ..........   $ 905,465

      Aggregate gross unrealized depreciation for all investments 
      in which there is an excess of tax cost over value ..........     (50,344)
                                                                      ---------
       Net unrealized appreciation ................................   $ 855,121
                                                                      =========
- --------------------------------------------------------------------------------
      Purchases and sales of investment securities (excluding short-term
      investments, and U.S. Government and U.S. Government agencies'
      obligations) for the period February 1, 1997 (commencement of operations)
      through September 30, 1997, aggregated $33,747,629 and $1,303,851,
      respectively. Purchases and sales of obligations of the U.S. Government
      and Government agencies aggregated $7,091,422, and $637,484, 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


                                       68
<PAGE>

AARP BALANCED STOCK AND BOND FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                  <S>                                                                                             <C>       
- -------------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 7.9%
- -------------------------------------------------------------------------------------------------------------------------------

      50,692,000     Repurchase Agreement with Salomon Brothers dated 9/30/97 at
                        6.125% to be repurchased at $50,700,624 on 10/01/97, collateralized by a
                        $39,775,000 U.S. Treasury Bond, 8.75%, 5/15/20 (Cost $50,692,000) ...................        50,692,000
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   U.S. TREASURY OBLIGATIONS 6.9%
- -------------------------------------------------------------------------------------------------------------------------------

       5,000,000     U.S. Treasury Bond, 6.25%, 8/15/23 .....................................................         4,853,900
       5,000,000     U.S. Treasury Note, 5.125%, 4/30/98 ....................................................         4,989,050
      10,000,000     U.S. Treasury Note, 5.75%, 12/31/98 ....................................................        10,006,200
       2,500,000     U.S. Treasury Note, 5.875%, 3/31/99 ....................................................         2,504,300
       3,000,000     U.S. Treasury Note, 6.75%, 5/31/99 .....................................................         3,045,000
       6,000,000     U.S. Treasury Note, 6.875%, 7/31/99 ....................................................         6,106,860
       4,500,000     U.S. Treasury Note, 5.875%, 11/15/99 ...................................................         4,502,790
       2,000,000     U.S. Treasury Note, 6.125%, 7/31/00 ....................................................         2,012,180
       1,500,000     U.S. Treasury Note, 5.75%, 10/31/00 ....................................................         1,492,740
       3,500,000     U.S. Treasury STRIP (Interest only), (6.38%***), 2/15/09 ...............................         1,712,550
      10,000,000     U.S. Treasury STRIP (Principal only), (6.62%***), 11/15/18 .............................         2,526,700
                                                                                                                    -----------
                     Total U. S. Treasury Obligations (Cost $43,022,393) ....................................        43,752,270
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   GOVERNMENT NATIONAL MORTGAGE ASSOCIATION** 1.6%
- -------------------------------------------------------------------------------------------------------------------------------

       3,214,790     10% with various maturities to 2/15/25 .................................................         3,580,349
       6,503,131     8.5%, 11/15/25 .........................................................................         6,807,933
                                                                                                                    -----------
                     Total Government National Mortgage Association (Cost $10,159,715) ......................        10,388,282
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   U.S. GOVERNMENT AGENCY PASS-THRUS** 6.0%
- -------------------------------------------------------------------------------------------------------------------------------

      14,224,171     Federal National Mortgage Association, 6.5% with various maturities
                        to 3/01/26 ..........................................................................        13,869,957
      24,646,080     Federal National Mortgage Association, 7% with various maturities
                        to 8/01/26 ..........................................................................        24,576,189
                                                                                                                    -----------
                     Total U. S. Government Agency Pass-Thrus (Cost $37,394,733) ............................        38,446,146
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   FOREIGN BONDS -- U.S. $ DENOMINATED 1.6%
- -------------------------------------------------------------------------------------------------------------------------------

       1,000,000     ABN-AMRO Bank NV, Subordinated note, 7.125%, 10/15/93 ..................................           982,330
       6,000,000     Deutsche Bank, 7.5%, 4/25/09 ...........................................................         6,340,440
       3,000,000     Province of Ontario Global, 6%, 2/21/06 ................................................         2,901,480
                                                                                                                    -----------
                     Total Foreign Bonds - U. S. $ Denominated (Cost $9,817,851) ............................        10,224,250
                                                                                                                    -----------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       69
<PAGE>

AARP BALANCED STOCK AND BOND FUND

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

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

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -----------------------------------------------------------------------------------------------------------------------------

<C>                  <S>                                                                                             <C>       
- -----------------------------------------------------------------------------------------------------------------------------
   ASSET BACKED 2.1%
- -----------------------------------------------------------------------------------------------------------------------------

Automobile Receivables 1.1%
       4,000,000     Ford Credit Automobile Trust Series 1996-A A4, 6.75%, 9/15/00 ..........................         4,045,000
       3,000,000     Premier Auto Trust Asset Backed Certificate, Series 1996-3 A4, 6.75%, 11/06/00 .........         3,029,040
                                                                                                                    -----------
                                                                                                                      7,074,040
                                                                                                                    -----------
Credit Card Receivables 1.0%
       4,000,000     Chase Manhattan Credit Card Master Trust, Series 1996-4A, 6.73%, 2/15/03 ...............         4,043,720
       2,000,000     Sears Credit Account Master Trust, Series 1995-4A, 6.25%, 1/15/03 ......................         2,003,740
                                                                                                                    -----------
                                                                                                                      6,047,460
                                                                                                                    -----------
                     Total Asset Backed (Cost $12,997,645) ..................................................        13,121,500
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   CORPORATE BONDS 12.4%
- -------------------------------------------------------------------------------------------------------------------------------

Consumer Discretionary 0.6%
       4,000,000     ITT Corp., 7.375%, 11/15/15 ............................................................         3,874,920
                                                                                                                    -----------
Communications 0.9%
       5,250,000     WorldCom, Inc., 7.75%, 4/01/27 .........................................................         5,603,115
                                                                                                                    -----------
Financial 5.2%
       5,850,000     Associates Corp. of North America, 6.625%, 5/15/01 .....................................         5,899,140
       4,000,000     Capital One Bank Medium Term Note, 5.95%, 2/15/01 ......................................         3,919,520
       1,000,000     General Electric Capital Services Inc., 7.5%, 8/21/35 ..................................         1,069,320
       5,000,000     Highwoods/Forsyth L.P., 7%, 12/01/06 ...................................................         5,011,650
       5,000,000     Meditrust Corp., 7%, 8/15/07 ...........................................................         4,977,900
       4,000,000     Southern National Corp., 7.05%, 5/23/03 ................................................         4,080,480
       1,500,000     Spieker Properties, Inc., 7.875%, 12/01/16 .............................................         1,524,915
       4,500,000     US West Capital Funding Inc., 7.9%, 1/01/27 ............................................         4,741,830
       2,000,000     Wells Fargo & Co., 6.875%, 4/01/06 .....................................................         2,014,260
                                                                                                                    -----------
                                                                                                                     33,239,015
                                                                                                                    -----------
Media 1.4%
       4,000,000     Tele-Communications, Inc., 8%, 8/01/05 .................................................         4,172,480
       4,500,000     Time Warner Inc., 9.125%, 1/15/13 ......................................................         5,164,155
                                                                                                                    -----------
                                                                                                                      9,336,635
                                                                                                                    -----------
Service Industries 1.3%
       5,000,000     ServiceMaster L.P., 7.45%, 8/15/27 .....................................................         5,043,750
       2,700,000     U.S. Filter Corp., 4.5%, 12/15/01 ......................................................         3,199,500
                                                                                                                    -----------
                                                                                                                      8,243,250
                                                                                                                    -----------
Durables 1.5%
       1,000,000     Ford Motor Co., 8.875%, 1/15/22 ........................................................         1,196,760
       2,000,000     Lockheed Martin Corp., 7.75%, 5/01/26 ..................................................         2,133,520
       1,000,000     McDonnell Douglas Corp., 9.75%, 4/01/12 ................................................         1,262,450
       2,000,000     Northrop Grumman Corp., 7%, 3/01/06 ....................................................         2,036,520
       3,100,000     Northrop Grumman Corp., 7.875%, 3/01/26 ................................................         3,333,864
                                                                                                                    -----------
                                                                                                                      9,963,114
                                                                                                                    -----------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       70
<PAGE>

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

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

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                  <S>                                                                                             <C>       
Technology 0.3%
       1,500,000     Loral Corp., 8.375%, 6/15/24 ...........................................................         1,703,640
                                                                                                                    -----------
Energy 0.7%
       4,150,000     PanEnergy Corp., 7.375%, 9/15/03 .......................................................         4,323,429
                                                                                                                    -----------
Transportation 0.5%
       2,500,000     AMR Corp., 9.75%, 8/15/21 ..............................................................         3,131,575
                                                                                                                    -----------
                     Total Corporate Bonds (Cost $75,947,204) ...............................................        79,418,693
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   CONVERTIBLE BONDS 1.3%
- -------------------------------------------------------------------------------------------------------------------------------

Health 0.1%
Pharmaceuticals
         290,000     Sandoz Capital BVI Ltd., 2%, 10/06/02 ..................................................           424,850
                                                                                                                    -----------
Financial 0.1%
Other Financial Companies
         200,000     First Financial Management Corp., 5%, 12/15/99 .........................................           352,500
                                                                                                                    -----------
Media 0.9%
Advertising
       7,000,000     Interpublic Group of Companies Inc., 1.8%, 9/16/04 .....................................         5,810,000
                                                                                                                    -----------
Service Industries 0.2%
Miscellaneous Commercial Services
       1,000,000     ADT Operations Inc. Liquid Yield Option Note, 7/06/10 ..................................         1,113,750
         260,000     Jardine Strategic Holdings Ltd., 7.5%, 5/07/49 (b) .....................................           317,200
                                                                                                                    -----------
                                                                                                                      1,430,950
                                                                                                                    -----------
                     Total Convertible Bonds (Cost $6,812,228) ..............................................         8,018,300
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   CONVERTIBLE PREFERRED STOCKS 1.0%
- -------------------------------------------------------------------------------------------------------------------------------

Shares
Consumer Discretionary 0.5%
Department & Chain Stores
          56,200     K Mart 7.75% ...........................................................................         3,287,700
                                                                                                                    -----------
Financial 0.3%
Consumer Finance 0.2%
          33,100     Advanta Corp. 6.75% ....................................................................         1,026,100
                                                                                                                    -----------
Real Estate 0.1%
          18,900     Security Capital Industrial Trust, 7% ..................................................           571,725
                                                                                                                    -----------
Manufacturing 0.2%
Containers & Paper 0.0%
           2,100     International Paper Co. 5.25% ..........................................................           118,650
                                                                                                                    -----------
Industrial Specialty 0.1%
          31,300     Cooper Industries, Inc. 6% .............................................................           719,900
                                                                                                                    -----------
Office Equipment / Supplies 0.1%
           4,700     Ikon Office Solutions, Inc., 5.04% .....................................................           303,150
                                                                                                                    -----------
                     Total Convertible Preferred Stocks (Cost $5,656,472) ...................................         6,027,225
                                                                                                                    -----------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       71
<PAGE>

AARP BALANCED STOCK AND BOND FUND

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

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

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

<C>                  <S>                                                                                             <C>       
- -------------------------------------------------------------------------------------------------------------------------------
   COMMON STOCKS 58.6%
- -------------------------------------------------------------------------------------------------------------------------------

Consumer Discretionary 2.9%
Department & Chain Stores
          66,800     J.C. Penney Co., Inc. ..................................................................         3,891,100
          45,100     May Department Stores ..................................................................         2,457,950
          55,000     Mercantile Stores, Inc. ................................................................         3,461,563
          88,900     Rite Aid Corp. .........................................................................         4,928,394
          73,200     Sears, Roebuck & Co. ...................................................................         4,167,825
                                                                                                                    -----------
                                                                                                                     18,906,832
                                                                                                                    -----------
Hotels & Casinos 0.0%
          15,033     Homestead Village, Inc. Warrants (expire 10/29/97)* ....................................           122,143
                                                                                                                    -----------
Consumer Staples 4.8%
Consumer Electronic & Photographic Products 1.0%
          95,900     Whirlpool Corp. ........................................................................         6,359,357
                                                                                                                    -----------
Food & Beverage 2.8%
          43,900     General Mills, Inc. ....................................................................         3,026,356
         159,950     H.J. Heinz Co. .........................................................................         7,387,691
          35,200     Unilever NV (New York shares) ..........................................................         7,484,400
                                                                                                                    -----------
                                                                                                                     17,898,447
                                                                                                                    -----------
Package Goods / Cosmetics 1.0%
         124,700     Kimberly-Clark Corp. ...................................................................         6,102,506
                                                                                                                    -----------
Health 3.8%
Pharmaceuticals
          47,600     American Home Products Corp. ...........................................................         3,474,800
          67,600     Baxter International Inc. ..............................................................         3,532,100
          67,200     Bristol-Myers Squibb Co. ...............................................................         5,560,800
          70,800     Schering-Plough Corp. ..................................................................         3,646,200
          78,400     SmithKline Beecham PLC (ADR) ...........................................................         3,831,800
         122,100     Zeneca Group PLC .......................................................................         3,987,442
                                                                                                                    -----------
                                                                                                                     24,033,142
                                                                                                                    -----------
Communications 4.4%
Telephone / Communications
         111,500     Alltel Corp. ...........................................................................         3,846,750
          94,932     Bell Atlantic Corp. ....................................................................         7,636,093
          83,200     BellSouth Corp. ........................................................................         3,848,000
         113,500     Frontier Corp. .........................................................................         2,610,500
         126,500     GTE Corp. ..............................................................................         5,739,938
          79,400     Sprint Corp. ...........................................................................         3,970,000
         100,000     Telecom Corp. of New Zealand ...........................................................           507,395
                                                                                                                    -----------
                                                                                                                     28,158,676
                                                                                                                    -----------
Financial 14.2%
Banks 6.7%
          71,500     Banc One Corp. .........................................................................         3,990,594
          43,500     Bankers Trust New York Corp. ...........................................................         5,328,750
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       72
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                  <S>                                                                                             <C>       
          11,700     Centura Banks, Inc. ....................................................................           644,231
          64,800     Chase Manhattan Corp. ..................................................................         7,646,400
          52,800     CoreStates Financial Corp. .............................................................         3,494,700
          24,800     First American Corp. ...................................................................         1,212,100
          12,300     First Tennessee National Corp. .........................................................           701,100
          44,100     First Union Corp. ......................................................................         2,207,756
          92,400     Firstar Corp. ..........................................................................         3,349,500
          34,100     J.P. Morgan & Co., Inc. ................................................................         3,874,613
          67,600     KeyCorp ................................................................................         4,301,050
          35,500     Old Kent Financial Corp. ...............................................................         2,289,750
          34,700     US Bancorp .............................................................................         3,348,550
                                                                                                                    -----------
                                                                                                                     42,389,094
                                                                                                                    -----------
Insurance 2.4%
          62,600     EXEL, Ltd. (ADR) .......................................................................         3,728,613
          73,300     Lincoln National Corp. .................................................................         5,103,513
          42,100     Mid Ocean, Ltd. ........................................................................         2,668,088
          72,400     Safeco Corp. ...........................................................................         3,837,200
                                                                                                                    -----------
                                                                                                                     15,337,414
                                                                                                                    -----------
Consumer Finance 0.5%
          22,100     SLM Holding Corp. ......................................................................         3,414,450
                                                                                                                    -----------
Other Financial Companies 0.3%
          44,800     Federal National Mortgage Association ..................................................         2,105,600
                                                                                                                    -----------
Real Estate 4.3%
          75,700     Arden Realty Group, Inc. ...............................................................         2,375,088
         137,600     Equity Office Properties Trust (REIT) ..................................................         4,669,800
         116,100     General Growth Properties, Inc. (REIT) .................................................         4,295,700
          66,600     Health Care Property Investment Inc. (REIT) ............................................         2,580,750
          61,700     Meditrust SBI (REIT) ...................................................................         2,560,550
         101,600     Nationwide Health Properties Inc. (REIT) ...............................................         2,444,750
          26,000     Omega Healthcare Investors (REIT) ......................................................           936,000
         243,962     Security Capital Atlantic Inc. .........................................................         5,458,650
          88,454     Security Capital Industrial Trust (REIT) ...............................................         2,062,084
          22,593     Security Capital Industrial Trust Warrants (expire 9/18/98) ............................           180,744
                                                                                                                    -----------
                                                                                                                     27,564,116
                                                                                                                    -----------
Durables 3.8%
Aerospace 1.2%
          28,309     Lockheed Martin Corp. ..................................................................         3,018,447
          70,100     Rockwell International Corp. ...........................................................         4,411,919
                                                                                                                    -----------
                                                                                                                      7,430,366
                                                                                                                    -----------
Automobiles 2.1%
          93,400     Dana Corp. .............................................................................         4,611,625
          20,800     Eaton Corp. ............................................................................         1,921,400
         160,800     Ford Motor Co. .........................................................................         7,276,200
                                                                                                                    -----------
                                                                                                                     13,809,225
                                                                                                                    -----------
Construction / Agricultural Equipment 0.5%
          56,900     PACCAR, Inc. ...........................................................................         3,186,400
                                                                                                                    -----------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       73
<PAGE>

AARP BALANCED STOCK AND BOND FUND

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

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                  <S>                                                                                             <C>       
Manufacturing 10.3%
Chemicals 2.7%
          22,400     Akso Nobel N.V. (ADR) ..................................................................         1,918,000
          22,800     Dow Chemical Co. .......................................................................         2,067,675
          19,400     E.I. du Pont de Nemours & Co. ..........................................................         1,194,313
          63,600     Eastman Chemical Co. ...................................................................         3,943,200
         121,400     Imperial Chemical Industries PLC (ADR) (New) ...........................................         8,027,575
                                                                                                                    -----------
                                                                                                                     17,150,763
                                                                                                                    -----------
Containers & Paper 0.5%
           2,643     Boise Cascade Corp. ....................................................................           111,171
          82,100     Westvaco Corp. .........................................................................         2,960,731
                                                                                                                    -----------
                                                                                                                      3,071,902
                                                                                                                    -----------
Diversified Manufacturing 1.9%
          82,600     Olin Corp. .............................................................................         3,866,713
         153,200     TRW Inc. ...............................................................................         8,406,850
                                                                                                                    -----------
                                                                                                                     12,273,563
                                                                                                                    -----------
Electrical Products 2.1%
         123,600     Philips Electronics NV (New York shares) ...............................................        10,382,400
          57,100     Thomas & Betts Corp. ...................................................................         3,119,088
                                                                                                                    -----------
                                                                                                                     13,501,488
                                                                                                                    -----------
Industrial Specialty 0.1%
          16,100     Corning Inc. ...........................................................................           760,725
                                                                                                                    -----------
Office Equipment / Supplies 1.7%
         126,000     Xerox Corp. ............................................................................        10,607,625
                                                                                                                    -----------
Specialty Chemicals 1.3%
          55,300     BetzDearborn Inc. ......................................................................         3,781,138
         101,100     Witco Corp. ............................................................................         4,612,688
                                                                                                                    -----------
                                                                                                                      8,393,826
                                                                                                                    -----------
Technology 0.3%
Electronic Components / Distributors
          40,100     AMP Inc. ...............................................................................         2,147,856
                                                                                                                    -----------
Energy 4.8%
Oil Companies 4.4%
          28,600     Exxon Corp. ............................................................................         1,832,188
          93,300     Lyondell Petrochemical Co. .............................................................         2,443,294
           8,500     Pennzoil Co. ...........................................................................           677,344
          60,000     Royal Dutch Petroleum Co. (New York shares) ............................................         3,330,000
          90,381     Societe Nationale Elf Aquitaine (ADR) ..................................................         6,027,283
          93,800     Texaco Inc. ............................................................................         5,762,838
          70,201     Total SA (ADR) .........................................................................         4,023,395
         109,500     YPF S.A. "D" (ADR) .....................................................................         4,037,813
                                                                                                                    -----------
                                                                                                                     28,134,155
                                                                                                                    -----------
Oil / Gas Transmission 0.4%
          51,800     Williams Cos., Inc. ....................................................................         2,424,888
                                                                                                                    -----------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       74
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                  <S>                                                                                             <C>       
Metals & Minerals 1.6%
Steel & Metals
         114,435     Allegheny Teledyne Inc. ................................................................         3,275,702
          99,000     Freeport McMoRan Copper & Gold, Inc. "A" ...............................................         2,728,688
         101,500     Oregon Steel Mills, Inc. ...............................................................         2,753,188
          21,900     Phelps Dodge Corp. .....................................................................         1,699,988
                                                                                                                    -----------
                                                                                                                     10,457,566
                                                                                                                    -----------
Construction 1.9%
Building Materials 0.3%
          46,653     Martin Marietta Materials, Inc. ........................................................         1,679,508
                                                                                                                    -----------
Forest Products 1.6%
          51,800     Georgia Pacific Corp. ..................................................................         5,406,625
          73,900     Louisiana-Pacific Corp. ................................................................         1,847,500
          48,700     Weyerhaeuser Co. .......................................................................         2,891,563
                                                                                                                    -----------
                                                                                                                     10,145,688
                                                                                                                    -----------
Transportation 1.4%
Marine Transportation 0.6%
         137,500     Knightsbridge Tankers Ltd. .............................................................         3,892,969
                                                                                                                    -----------
Railroads 0.8%
          59,900     CSX Corp. ..............................................................................         3,504,150
          15,500     Canadian National Railway ..............................................................           805,668
          14,300     Union Pacific Corp. ....................................................................           895,538
                                                                                                                    -----------
                                                                                                                      5,205,356
                                                                                                                    -----------
Utilities 4.4%
Electric Utilities 3.8%
          71,400     CINergy Corp. ..........................................................................         2,387,437
          20,700     CMS Energy Corp. .......................................................................           765,900
         110,289     Duke Energy Corp. ......................................................................         5,452,412
          63,000     PacifiCorp .............................................................................         1,409,625
         105,200     PG & E Corporation .....................................................................         2,439,325
          38,900     PowerGen PLC (ADR) .....................................................................         1,915,825
         216,500     TNP Enterprises Inc. ...................................................................         5,439,563
         114,400     Unicom Corp. ...........................................................................         2,674,100
          59,600     Wisconsin Energy Corp. .................................................................         1,549,600
                                                                                                                    -----------
                                                                                                                     24,033,787
                                                                                                                    -----------
Natural Gas Distribution 0.6%
         115,300     MCN Energy Group, Inc. .................................................................         3,689,600
                                                                                                                    -----------
                     Total Common Stocks (Cost $260,773,738) ................................................       374,389,033
                                                                                                                    -----------

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

                   <S>                                                                             <C>              <C>        
                   Total Investment Portfolio (Cost $513,273,979) (a) ....................         99.4             634,477,699
                   Other Assets and Liabilities, Net .....................................          0.6               3,878,558
                                                                                                  -----             -----------
                   Net Assets ............................................................        100.0             638,356,257
                                                                                                  =====             ===========
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       75
<PAGE>

AARP BALANCED STOCK AND BOND FUND

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

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

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

*     Non income producing security

**    Effective maturities will be shorter due to prepayments.

***   (Unaudited) Bond equivalent yield to maturity; not a coupon rate.

(a)   At September 30, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $513,246,352 was as
      follows:

      Aggregate gross unrealized appreciation for all 
      investments in which there is an excess of value 
      over tax cost .........................................     $ 121,979,635

      Aggregate gross unrealized depreciation for all 
      investments in which there is an excess of tax 
      cost over value .......................................          (748,288)
                                                                  ------------- 
      Net unrealized appreciation ...........................     $ 121,231,347 
                                                                  =============

(b)   Securities valued in good faith by the Valuation Committee of the Board of
      Trustees amounted to $317,200 (.05% of net assets). Their values have been
      estimated by the Board of Trustees in the absence of readily ascertainable
      market values. However, because of the inherent uncertainty of valuation,
      those estimated values may differ significantly from the values that would
      have been used had a ready market for the securities existed, and the
      difference could be material. The cost of these securities was $295,244 at
      September 30, 1997. These securities may also have certain restrictions as
      to resale.
- --------------------------------------------------------------------------------
      Purchases and sales of investment securities (excluding short-term
      investments, and U.S. Government and U.S. Government agencies'
      obligations) for the year ended September 30, 1997 aggregated $193,993,681
      and $109,398,379, respectively. Purchases and sales of U.S. Government and
      U.S. Government agencies' obligations aggregated $19,648,049 and
      $18,561,811, 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


                                       76
<PAGE>

AARP GROWTH AND INCOME FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                              Market
Amount ($)                                                                                            Value ($)
- -----------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                <C>       
- -----------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 0.1%
- -----------------------------------------------------------------------------------------------------------------

      9,855,000    Repurchase Agreement with Donaldson, Lufkin & Jenrette
                      dated 9/30/97 at 6.02% to be repurchased at $9,856,648 on
                      10/01/97, collateralized by a $8,374,000 U.S. Treasury 
                      Bond, 9.125%, 5/15/09 (Cost $9,855,000) .....................................     9,855,000
                                                                                                     ------------

- -----------------------------------------------------------------------------------------------------------------
   COMMERCIAL PAPER 2.0%
- -----------------------------------------------------------------------------------------------------------------

     33,000,000    Associates Corp. of North America, Discount Note, 10/01/97 .....................    33,000,000
     35,000,000    General Electric Capital Corp., Discount Note, 10/03/97 ........................    34,989,150
     20,000,000    Norwest Financial Corp., Discount Note, 10/01/97 ...............................    20,000,000
     44,000,000    Omnicom Finance Inc., Discount Note, 10/07/97 ..................................    43,958,787
                                                                                                     ------------
                   Total Commercial Paper (Cost $131,947,937) .....................................   131,947,937
                                                                                                     ------------

- -----------------------------------------------------------------------------------------------------------------
   CERTIFICATES OF DEPOSIT 0.4%
- -----------------------------------------------------------------------------------------------------------------

     25,000,000    Fifth Third Bancorp., 5.52%, 10/09/97 (Cost $25,000,000) .......................    24,999,576
                                                                                                     ------------

- -----------------------------------------------------------------------------------------------------------------
   CONVERTIBLE BONDS 4.3%
- -----------------------------------------------------------------------------------------------------------------

Consumer Discretionary 0.9%
Department & Chain Stores
     12,550,000    Federated Department Stores, Inc., Debenture, 5%, 10/01/03 .....................    16,911,125
     34,500,000    Home Depot Inc., 3.25%, 10/01/01 ...............................................    42,262,500
                                                                                                     ------------
                                                                                                       59,173,625
                                                                                                     ------------
Consumer Staples 0.5%
Miscellaneous
        490,000    Ralston Purina Group, 7%, 8/01/00 ..............................................    33,013,750
                                                                                                     ------------
Health 0.1%
Pharmaceuticals
      6,260,000    Sandoz Capital BVI Ltd., Debenture, 2%, 10/06/02 ...............................     9,170,900
                                                                                                     ------------
Communications 0.0%
Telephone / Communications
      1,000,000    Compania de Telefonos de Chile, S.A., 4.5%, 1/15/03 ............................     1,682,500
                                                                                                     ------------
Financial 1.5%
Banks 1.0%
    102,590,000    Deutsche Bank Financial Inc., Convertible to Daimler Benz AG shares,
                      Zero Coupon, 2/12/17 ........................................................    48,089,063
     17,290,000    MBL International Finance Bermuda, 3%, 11/30/02 ................................    18,846,100
                                                                                                     ------------
                                                                                                       66,935,163
                                                                                                     ------------
Other Financial Companies 0.2%
      5,200,000    First Financial Management Corp., Debenture, 5%, 12/15/99 ......................     9,165,000
                                                                                                     ------------
Real Estate 0.3%
     18,250,000    Security Capital Group, Inc., 6.5%, 3/29/16 (b) (c) ............................    22,585,146
                                                                                                     ------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       77
<PAGE>

AARP GROWTH AND INCOME FUND

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

<TABLE>
<CAPTION>
Principal                                                                                              Market
Amount ($)                                                                                            Value ($)
- -----------------------------------------------------------------------------------------------------------------

<C>                <S>                                                                                <C>       
Service Industries 0.8%
Miscellaneous Commercial Services 0.6%
     25,000,000    ADT Operations Inc., Liquid Yield Option Note, Zero Coupon, 7/06/10 ............    27,843,750
      7,036,000    Jardine Strategic Holdings Ltd., 7.5%, 5/07/49 (b) .............................     8,583,920
                                                                                                     ------------
                                                                                                       36,427,670
                                                                                                     ------------
Miscellaneous Consumer Services 0.2%
     14,000,000    CUC International Inc., 3%, 2/15/02 ............................................    16,205,000
                                                                                                     ------------
Durables 0.2%
Automobiles
      6,800,000    Magna International, Inc., 5%, 10/15/02 ........................................     8,967,500
                                                                                                     ------------
Manufacturing 0.1%
Diversified Manufacturing
      5,000,000    Thermo Electron Corp., 4.25%, 1/01/03 ..........................................     5,825,000
                                                                                                     ------------
Technology 0.2%
Electronic Components / Distributors 0.1%
      5,700,000    HMT Technology Corp., 5.75%, 1/15/04 ...........................................     5,400,750
                                                                                                     ------------
EDP Peripherals 0.1%
      5,500,000    Adaptec Inc., 4.75%, 2/01/04 ...................................................     6,215,000
                                                                                                     ------------
                   Total Convertible Bonds (Cost $226,034,527) ....................................   280,767,004
                                                                                                     ------------

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

Shares
- ---------------
Consumer Discretionary 0.8%
Department & Chain Stores
        956,200    K Mart 7.75% ...................................................................    55,937,700
                                                                                                     ------------
Financial 0.2%
Consumer Finance 0.1%
        129,000    Advanta Corp. 6.75% ............................................................     3,999,000
                                                                                                     ------------
Real Estate 0.1%
        321,500    Security Capital Industrial Trust "B", 7% ......................................     9,725,375
                                                                                                     ------------
Manufacturing 0.4%
Containers & Paper 0.1%
         50,200    International Paper Co. 5.25% ..................................................     2,836,300
                                                                                                     ------------
Industrial Specialty 0.2%
        652,400    Cooper Industries, Inc. 6% .....................................................    15,005,200
                                                                                                     ------------
Office Equipment / Supplies 0.1%
        102,800    Ikon Office Solutions, Inc., 5.04% .............................................     6,630,600
                                                                                                     ------------
Metals & Minerals 0.2%
Precious Metals
        500,000    Freeport McMoRan Copper & Gold, Inc., Cum. $1.25 ...............................    13,843,750
                                                                                                     ------------
                   Total Convertible Preferred Stocks (Cost $96,396,839) ..........................   107,977,925
                                                                                                     ------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       78
<PAGE>

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

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

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

- -----------------------------------------------------------------------------------------------------------------
   COMMON STOCKS 91.1%
- -----------------------------------------------------------------------------------------------------------------

<C>                <S>                                                                                <C>        
Consumer Discretionary 4.5%
Department & Chain Stores
        767,200    J.C. Penney Co., Inc. ..........................................................    44,689,400
        782,700    May Department Stores ..........................................................    42,657,150
        861,450    Mercantile Stores, Inc. ........................................................    54,217,509
      1,589,100    Rite Aid Corp. .................................................................    88,095,731
      1,257,200    Sears, Roebuck & Co. ...........................................................    71,581,825
                                                                                                     ------------
                                                                                                      301,241,615
                                                                                                     ------------
Consumer Staples 7.8%
Consumer Electronic & Photographic Products 1.7%
      1,656,000    Whirlpool Corp. ................................................................   109,813,500
                                                                                                     ------------
Food & Beverage 4.5%
        598,400    General Mills, Inc. ............................................................    41,252,200
      2,720,200    H.J. Heinz Co. .................................................................   125,639,237
        105,000    Unilever NV ....................................................................    22,412,944
        515,200    Unilever NV (New York shares) ..................................................   109,544,400
                                                                                                     ------------
                                                                                                      298,848,781
                                                                                                     ------------
Package Goods / Cosmetics 1.6%
      2,154,000    Kimberly-Clark Corp. ...........................................................   105,411,375
                                                                                                     ------------
Health 5.8%
Pharmaceuticals
        772,800    American Home Products Corp. ...................................................    56,414,400
      1,166,300    Baxter International Inc. ......................................................    60,939,175
      1,154,000    Bristol-Myers Squibb Co. .......................................................    95,493,500
      1,208,800    Schering-Plough Corp. ..........................................................    62,253,200
      1,322,600    SmithKline Beecham PLC (ADR) ...................................................    64,642,075
      1,446,900    Zeneca Group PLC ...............................................................    47,251,676
                                                                                                     ------------
                                                                                                      386,994,026
                                                                                                     ------------
Communications 7.2%
Telephone / Communications
      1,896,300    Alltel Corp. ...................................................................    65,422,350
      1,648,840    Bell Atlantic Corp. ............................................................   132,628,567
      1,424,000    BellSouth Corp. ................................................................    65,860,000
      1,976,900    Frontier Corp. .................................................................    45,468,700
      2,126,300    GTE Corp. ......................................................................    96,480,862
      1,164,600    Sprint Corp. ...................................................................    58,230,000
      2,036,000    Telecom Corp. of New Zealand ...................................................    10,330,556
                                                                                                     ------------
                                                                                                      474,421,035
                                                                                                     ------------
Financial 19.5%
Banks 10.2%
      1,215,500    Banc One Corp. .................................................................    67,840,094
        251,000    BankAmerica Corp. ..............................................................    18,401,437
        670,300    Bankers Trust New York Corp. ...................................................    82,111,750
      1,119,000    Chase Manhattan Corp. ..........................................................   132,042,000
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       79
<PAGE>

AARP GROWTH AND INCOME FUND

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

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

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

<C>                <S>                                                                                <C>       
        983,800    CoreStates Financial Corp. .....................................................    65,115,262
        299,400    First Chicago NBD Corp. ........................................................    22,529,850
        755,100    First Union Corp. ..............................................................    37,802,194
        574,800    J.P. Morgan & Co., Inc. ........................................................    65,311,650
        980,200    KeyCorp ........................................................................    62,365,225
      1,098,600    NationsBank Corp. ..............................................................    67,975,875
        643,500    US Bancorp .....................................................................    62,097,750
                                                                                                     ------------
                                                                                                      683,593,087
                                                                                                     ------------
Insurance 3.8%
        979,100    EXEL Ltd. (ADR) ................................................................    58,317,644
      1,110,200    Lincoln National Corp. .........................................................    77,297,675
        754,300    Mid Ocean Limited ..............................................................    47,803,763
      1,248,400    Safeco Corp. ...................................................................    66,165,200
                                                                                                     ------------
                                                                                                      249,584,282
                                                                                                     ------------
Consumer Finance 0.9%
        381,200    SLM Holding Corp. ..............................................................    58,895,400
                                                                                                     ------------
Other Financial Companies 0.6%
        789,400    Federal National Mortgage Association ..........................................    37,101,800
                                                                                                     ------------
Real Estate 4.0%
        245,800    Avalon Properties, Inc. (REIT) .................................................     7,312,550
        386,200    Camden Property Trust (REIT) ...................................................    11,827,375
      2,004,900    General Growth Properties, Inc. (REIT) (d) .....................................    74,181,300
        409,800    Health Care Property Investment Inc. (REIT) ....................................    15,879,750
         31,100    Mark Centers Trust (REIT) ......................................................       293,506
        457,900    Meditrust SBI (REIT) ...........................................................    19,002,850
        680,800    Nationwide Health Properties Inc. (REIT) .......................................    16,381,750
         71,200    Post Properties Inc. (REIT) ....................................................     2,830,200
         17,398    Security Capital Group, Inc. (b) (c) ...........................................    24,843,660
      1,485,172    Security Capital Industrial Trust (REIT) .......................................    34,623,072
         88,318    Security Capital Industrial Trust Warrants (expire 9/1/98)* ....................       706,544
      2,688,521    Security Capital US Realty (REIT) ..............................................    40,058,963
        150,000    Spieker Properties, Inc. .......................................................     6,084,375
        102,100    Vornado Realty Trust (REIT) ....................................................     8,672,119
                                                                                                     ------------
                                                                                                      262,698,014
                                                                                                     ------------
Durables 6.4%
Aerospace 1.9%
        445,323    Lockheed Martin Corp. ..........................................................    47,482,565
      1,195,100    Rockwell International Corp. (New) .............................................    75,216,606
                                                                                                     ------------
                                                                                                      122,699,171
                                                                                                     ------------
Automobiles 3.7%
      1,609,000    Dana Corp. .....................................................................    79,444,375
        444,100    Eaton Corp. ....................................................................    41,023,737
      2,798,000    Ford Motor Co. .................................................................   126,609,500
                                                                                                     ------------
                                                                                                      247,077,612
                                                                                                     ------------
Construction / Agricultural Equipment 0.8%
        996,800    PACCAR, Inc. ...................................................................    55,820,800
                                                                                                     ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       80
<PAGE>

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

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

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

<C>                <S>                                                                                <C>        
Manufacturing 18.1%
Chemicals 5.3%
        474,115    Akzo-Nobel NV ..................................................................    81,024,326
        518,300    Dow Chemical Co. ...............................................................    47,003,331
        328,100    E.I. du Pont de Nemours & Co. ..................................................    20,198,656
        945,000    Eastman Chemical Co. ...........................................................    58,590,000
      8,662,000    Imperial Chemical Industries PLC ...............................................   140,710,473
                                                                                                     ------------
                                                                                                      347,526,786
                                                                                                     ------------
Containers & Paper 0.7%
         49,581    Boise Cascade Corp. ............................................................     2,085,501
      1,200,000    Westvaco Corp. .................................................................    43,275,000
                                                                                                     ------------
                                                                                                       45,360,501
                                                                                                     ------------
Diversified Manufacturing 3.2%
      1,404,600    Olin Corp. .....................................................................    65,752,837
      2,654,000    TRW Inc. .......................................................................   145,638,250
                                                                                                     ------------
                                                                                                      211,391,087
                                                                                                     ------------
Electrical Products 3.8%
      1,863,400    Philips Electronics NV .........................................................   157,678,790
        428,300    Philips Electronics NV (New York shares) .......................................    35,977,200
      1,014,600    Thomas & Betts Corp. ...........................................................    55,422,525
                                                                                                     ------------
                                                                                                      249,078,515
                                                                                                     ------------
Machinery / Components / Controls 0.4%
        925,000    S.K.F. AB "B" (Free) ...........................................................    26,942,339
                                                                                                     ------------
Office Equipment / Supplies 2.7%
      2,152,900    Xerox Corp. ....................................................................   181,247,269
                                                                                                     ------------
Specialty Chemicals 2.0%
        204,800    ARCO Chemical Co. ..............................................................     9,318,400
        709,000    BetzDearborn Inc. ..............................................................    48,477,875
      1,649,900    Witco Corp. ....................................................................    75,276,688
                                                                                                     ------------
                                                                                                      133,072,963
                                                                                                     ------------
Technology 0.6%
Electronic Components / Distributors
        673,000    AMP Inc. .......................................................................    36,047,562
                                                                                                     ------------
Energy 8.6%
Oil Companies 8.0%
        494,800    Exxon Corp. ....................................................................    31,698,125
      1,254,000    Lyondell Petrochemical Co. .....................................................    32,839,125
        461,000    Pennzoil Co. ...................................................................    36,735,937
      1,058,800    Royal Dutch Petroleum Co. (New York shares) ....................................    58,763,400
        759,800    Societe Nationale Elf Aquitaine ................................................   101,417,646
      1,620,400    Texaco Inc. ....................................................................    99,553,325
        558,448    Total SA "B" ...................................................................    63,905,990
        569,496    Total SA (ADR) .................................................................    32,639,240
      1,844,200    YPF S.A. "D" (ADR) .............................................................    68,004,875
                                                                                                     ------------
                                                                                                      525,557,663
                                                                                                     ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       81
<PAGE>

AARP GROWTH AND INCOME FUND

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

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

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

<C>                <S>                                                                                <C>       
Oil / Gas Transmission 0.6%
        899,000    Williams Cos., Inc. ............................................................    42,084,438
                                                                                                    -------------
Metals & Minerals 1.9%
Steel & Metals
      2,081,910    Allegheny Teledyne Inc. ........................................................    59,594,674
        579,010    Freeport McMoRan Copper & Gold, Inc. "A" .......................................    15,958,963
      1,879,100    J & L Specialty Steel, Inc. ....................................................    25,250,406
        297,500    Phelps Dodge Corp. .............................................................    23,093,438
                                                                                                    -------------
                                                                                                      123,897,481
                                                                                                    -------------
Construction 2.7%
Building Materials 0.4%
        774,955    Martin Marietta Materials, Inc. ................................................    27,898,380
                                                                                                    -------------
Forest Products 2.3%
        817,000    Georgia Pacific Corp. ..........................................................    85,274,375
        512,200    Louisiana-Pacific Corp. ........................................................    12,805,000
        851,600    Weyerhaeuser Co. ...............................................................    50,563,750
                                                                                                    -------------
                                                                                                      148,643,125
                                                                                                    -------------
Transportation 1.6%
Railroads
      1,032,900    CSX Corp. ......................................................................    60,424,650
        295,950    Canadian National Railway Co. ..................................................    15,383,063
        141,100    Norfolk Southern Corp. .........................................................    14,568,575
        241,900    Union Pacific Corp. ............................................................    15,148,988
                                                                                                    -------------
                                                                                                      105,525,276
                                                                                                    -------------
Utilities 6.4%
Electric Utilities
      1,241,200    CINergy Corp. ..................................................................    41,502,625
        261,200    CMS Energy Corp. ...............................................................     9,664,400
      1,819,120    Duke Energy Corp. ..............................................................    89,932,745
      1,054,200    Long Island Lighting Co. .......................................................    27,013,875
      1,080,200    PacifiCorp .....................................................................    24,169,475
      1,951,600    PG & E Corporation .............................................................    45,252,725
      5,986,000    PowerGen PLC ...................................................................    73,753,689
        670,603    PowerGen PLC (ADR) .............................................................    33,027,198
      2,176,300    Unicom Corp. ...................................................................    50,871,014
        952,800    Wisconsin Energy Corp. .........................................................    24,772,800
                                                                                                    -------------
                                                                                                      419,960,546
                                                                                                    -------------
                   Total Common Stocks (Cost $3,954,215,554) ...................................... 6,018,434,429
                                                                                                    -------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       82
<PAGE>

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

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

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

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

                   <S>                                                                            <C>           <C>          
                   Total Investment Portfolio (Cost $4,443,449,857) (a) ......................     99.5         6,573,981,871
                   Other Assets and Liabilities, Net .........................................      0.5            32,031,026
                                                                                                 ------        --------------
                   Net Assets ................................................................    100.0         6,606,012,897
                                                                                                 ======        ==============
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Non income producing security

(a)   At September 30, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $4,440,901,206 was as
      follows:

      Aggregate gross unrealized appreciation for all investments 
      in which there is an excess of value over tax cost ....... $2,140,784,862

      Aggregate gross unrealized depreciation for all investments 
      in which there is an excess of tax cost over value .......     (7,704,197)
                                                                 --------------

      Net unrealized appreciation .............................. $2,133,080,665
                                                                 ==============

(b)   Securities valued in good faith by the Valuation Committee of the Board of
      Trustees amounted to $56,012,726 (0.85% of net assets). Their values have
      been estimated by the Board of Trustees in the absence of readily
      ascertainable market values. However, because of the inherent uncertainty
      of valuation, those estimated values may differ significantly from the
      values that would have been used had a ready market for the securities
      existed, and the difference could be material. The cost of these
      securities at September 30, 1997 was $44,449,203. These securities may
      also have certain restrictions as to resale.

(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, 1997 is
      as follows:

      Security                                   Acquisition Date       Cost ($)
      --------                                   ----------------       --------
      Security Capital Group, Inc.                      4/19/96       18,250,000
      Security Capital Group, Inc., 6.5%, 3/29/16       4/19/96       18,250,000

(d)   Affiliated Issuer (See Notes to Financial Statements)

- --------------------------------------------------------------------------------
      Purchases and sales of investment securities (excluding short-term
      investments) for the year ended September 30, 1997, aggregated
      $2,283,895,347 and $1,713,417,767, respectively.
- --------------------------------------------------------------------------------

      Transactions in written call options on securities during the year ended
      September 30, 1997 were:


                                          Contracts        Premiums Received ($)
                                          ---------        ---------------------

      Outstanding at September 30, 1996       400               19,199

      Contracts written                        --                   --  

      Contracts expired                      (400)             (19,199)

                                          --------------------------------------
      Outstanding at 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


                                       83
<PAGE>

AARP U.S. STOCK INDEX FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 3.1%
- -------------------------------------------------------------------------------------------------------------------------------

<C>                <S>                                                                                                <C>
      1,179,000    Repurchase Agreement with State Street Bank and Trust Company dated 9/30/97
                      at 6% to be repurchased at $1,179,197 on 10/01/97, collateralized by a $1,150,000
                      U.S. Treasury Bond, 6.75%, 8/15/26 (Cost $1,179,000)                                            1,179,000
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   U.S. GOVERNMENT AGENCY 0.2%
- -------------------------------------------------------------------------------------------------------------------------------

         65,000    U.S. Treasury Bill, 5.12%, 10/02/97 (Cost $64,991)                                                    64,995
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   COMMON STOCKS 92.9%
- -------------------------------------------------------------------------------------------------------------------------------

Shares
- ---------------
Consumer Discretionary 4.9%
Apparel & Shoes 0.1%
            100    Fruit of the Loom, Inc. "A"* ..............................................................            2,813
            100    Liz Claiborne Inc. ........................................................................            5,494
            200    Nike, Inc. "B" ............................................................................           10,600
          2,000    Stride Rite Corp. .........................................................................           27,125
                                                                                                                    -----------
                                                                                                                         46,032
                                                                                                                    -----------
Department & Chain Stores 4.1%
            600    CVS Corp. .................................................................................           34,115
            100    Charming Shoppes Inc.* ....................................................................              616
          1,500    Dayton Hudson Corp. .......................................................................           89,906
            100    Dillard's Inc. ............................................................................            4,381
            100    Federated Department Stores, Inc.* ........................................................            4,313
          1,200    Gap Inc. ..................................................................................           60,075
          3,000    Home Depot, Inc. ..........................................................................          156,365
          4,300    J.C. Penney Co., Inc. .....................................................................          250,475
            400    K mart Corp. ..............................................................................            5,600
          2,500    Limited Inc. ..............................................................................           61,094
            300    Longs Drug Stores, Inc. ...................................................................            8,006
            200    Lowe's Companies, Inc. ....................................................................            7,775
          2,100    May Department Stores .....................................................................          114,440
            100    Mercantile Stores, Inc. ...................................................................            6,294
            200    Nordstrom, Inc. ...........................................................................           12,750
            500    Costco Companies, Inc. ....................................................................           18,813
          1,100    Rite Aid Corp. ............................................................................           60,981
          2,900    Sears, Roebuck & Co. ......................................................................          165,119
            900    TJX Companies, Inc. (New) .................................................................           27,506
         11,300    Wal-Mart Stores Inc. ......................................................................          413,863
          2,700    Walgreen Co. ..............................................................................           69,188
            100    Woolworth Corp.* ..........................................................................            2,213
                                                                                                                    -----------
                                                                                                                      1,573,888
                                                                                                                    -----------
Home Furnishings 0.2%
            600    Newell Companies Inc. .....................................................................           24,000
          1,300    Rubbermaid, Inc. ..........................................................................           33,231
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       84
<PAGE>

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

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

<C>                <S>                                                                                                  <C>    
            400    Tupperware Corp. ..........................................................................           11,250
                                                                                                                    -----------
                                                                                                                         68,481
                                                                                                                    -----------
Hotels & Casinos 0.1%
            200    HFS, Inc.* ................................................................................           14,888
            100    Harrah's Entertainment, Inc.* .............................................................            2,244
            300    Hilton Hotels Corp. .......................................................................           10,106
            100    ITT Corp.* ................................................................................            6,775
            100    Marriott International, Inc. ..............................................................            7,106
                                                                                                                    -----------
                                                                                                                         41,119
                                                                                                                    -----------
Recreational Products 0.2%
            700    Brunswick Corp. ...........................................................................           24,675
            250    Hasbro, Inc. ..............................................................................            7,031
          1,400    Mattel Inc. ...............................................................................           46,375
                                                                                                                    -----------
                                                                                                                         78,081
                                                                                                                    -----------
Restaurants 0.1%
            100    Darden Restaurants Inc. ...................................................................            1,156
            900    McDonald's Corp. ..........................................................................           42,863
            100    Wendy's International, Inc. ...............................................................            2,125
                                                                                                                    -----------
                                                                                                                         46,144
                                                                                                                    -----------
Specialty Retail 0.1%
            100    AutoZone, Inc.* ...........................................................................            3,000
            100    Circuit City Stores Inc. ..................................................................            4,031
            100    Pep Boys - Manny, Moe & Jack ..............................................................            2,725
            800    Tandy Corp. ...............................................................................           26,900
            100    Toys "R" Us Inc.* .........................................................................            3,550
                                                                                                                    -----------
                                                                                                                         40,206
                                                                                                                    -----------
Consumer Staples 8.6%
Alcohol 0.4%
          2,400    Anheuser-Busch Companies, Inc. ............................................................          108,290
            800    Seagram Co., Ltd. .........................................................................           28,200
                                                                                                                    -----------
                                                                                                                        136,490
                                                                                                                    -----------
Consumer Electronic & Photographic Products 0.4%
          1,300    Eastman Kodak Co. .........................................................................           84,419
          1,100    Maytag Corp. ..............................................................................           37,538
            500    Whirlpool Corp. ...........................................................................           33,156
                                                                                                                    -----------
                                                                                                                        155,113
                                                                                                                    -----------
Consumer Specialties 0.3%
            100    American Greeting Corp., "A" ..............................................................            3,688
          3,600    Jostens, Inc. .............................................................................           97,650
                                                                                                                    -----------
                                                                                                                        101,338
                                                                                                                    -----------
Farming 0.0%
            105    Archer-Daniels-Midland Co. ................................................................            2,513
            100    Pioneer Hi-Bred International, Inc. .......................................................            9,100
                                                                                                                    -----------
                                                                                                                         11,613
                                                                                                                    -----------
Food & Beverage 4.3%
            100    Albertson's Inc. ..........................................................................            3,488
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       85
<PAGE>

AARP U.S. STOCK INDEX FUND

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

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

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

<C>                <S>                                                                                                <C>   
            200    American Stores Co. .......................................................................            4,875
            100    CPC International Inc. ....................................................................            9,263
          1,800    Campbell Soup Co. .........................................................................           88,200
          8,100    Coca-Cola Co., Inc. (b) ...................................................................          493,594
            600    ConAgra Inc. ..............................................................................           39,600
          1,700    General Mills, Inc. .......................................................................          117,194
            100    Giant Food, Inc. "A" ......................................................................            3,256
          2,300    H.J. Heinz Co. ............................................................................          106,231
            100    Hershey Foods Corp. .......................................................................            5,650
          1,700    Kellogg Co. ...............................................................................           71,613
            200    Kroger Co. ................................................................................            6,038
          7,400    PepsiCo, Inc. .............................................................................          300,163
          1,300    Quaker Oats Co. ...........................................................................           65,488
            200    Ralston Purina Group ......................................................................           17,700
            700    SUPERVALU, Inc. ...........................................................................           27,475
          1,000    Unilever NV (New York shares) .............................................................          212,625
            100    William Wrigley Jr. Co. ...................................................................            7,531
          1,700    Winn-Dixie Stores, Inc. ...................................................................           60,244
                                                                                                                    -----------
                                                                                                                      1,640,228
                                                                                                                    -----------
Package Goods / Cosmetics 3.0%
          1,200    Avon Products Inc. ........................................................................           74,400
            800    Clorox Co. ................................................................................           59,300
          2,100    Colgate-Palmolive Co. .....................................................................          146,334
          2,800    Gillette Co. ..............................................................................          241,675
          1,300    International Flavors & Fragrances, Inc. ..................................................           63,700
          1,400    Kimberly-Clark Corp. ......................................................................           68,513
          7,400    Procter & Gamble Co. ......................................................................          511,063
                                                                                                                    -----------
                                                                                                                      1,164,985
                                                                                                                    -----------
Textiles 0.2%
            200    Springs Industries, Inc. "A" ..............................................................           10,500
            600    VF Corporation ............................................................................           55,575
                                                                                                                    -----------
                                                                                                                         66,075
                                                                                                                    -----------
Health 10.3%
Biotechnology 0.2%
            100    Alza Corp. "A" ............................................................................            2,900
            200    Amgen Inc. ................................................................................            9,588
          1,000    Guidant Corp. .............................................................................           56,000
                                                                                                                    -----------
                                                                                                                         68,488
                                                                                                                    -----------
Health Industry Services 0.2%
          1,300    HEALTHSOUTH Corp. .........................................................................           34,694
            100    Humana, Inc.* .............................................................................            2,381
            200    Shared Medical Systems Corp. ..............................................................           10,575
            600    United Healthcare Corp. ...................................................................           30,000
                                                                                                                    -----------
                                                                                                                         77,650
                                                                                                                    -----------
Hospital Management 0.1%
            400    Columbia/HCA Healthcare Corp. .............................................................           11,500
            100    Manor Care, Inc. ..........................................................................            3,325
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       86
<PAGE>

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

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

<C>                <S>                                                                                                <C>   
            200    Tenet Healthcare Corp.* ...................................................................            5,825
                                                                                                                    -----------
                                                                                                                         20,650
                                                                                                                    -----------
Medical Supply & Specialty 0.7%
          1,500    Bausch & Lomb, Inc. .......................................................................           60,750
            200    Becton, Dickinson & Co. ...................................................................            9,575
            100    Biomet Inc. ...............................................................................            2,400
            900    Boston Scientific Corp.* ..................................................................           49,669
            700    C.R. Bard, Inc. ...........................................................................           23,756
            100    Mallinckrodt, Inc. ........................................................................            3,600
          2,400    Medtronic Inc. ............................................................................          112,800
            100    St. Jude Medical, Inc.* ...................................................................            3,506
            400    U.S. Surgical Corp. .......................................................................           11,675
                                                                                                                    -----------
                                                                                                                        277,731
                                                                                                                    -----------
Pharmaceuticals 9.1%
          4,400    Abbott Laboratories .......................................................................          281,325
            100    Allergan, Inc. ............................................................................            3,619
          3,800    American Home Products Corp. ..............................................................          277,400
          3,200    Baxter International Inc. .................................................................          167,200
          5,900    Bristol-Myers Squibb Co. ..................................................................          488,225
          3,100    Eli Lilly & Co. ...........................................................................          373,356
          4,300    Johnson & Johnson .........................................................................          247,788
          6,600    Merck & Co. Inc. ..........................................................................          659,588
          6,400    Pfizer, Inc. ..............................................................................          384,400
          3,700    Pharmacia & Upjohn, Inc. ..................................................................          135,050
          4,000    Schering-Plough Corp. .....................................................................          206,000
          1,800    Warner-Lambert Co. ........................................................................          242,888
                                                                                                                    -----------
                                                                                                                      3,466,839
                                                                                                                    -----------
Communications 5.8%
Cellular Telephone 0.0%
            100    AirTouch Communications, Inc.* ............................................................            3,544
                                                                                                                    -----------
Telephone / Communications 5.8%
          1,100    Alltel Corp. ..............................................................................           37,950
         10,100    American Telephone & Telegraph Co. ........................................................          447,556
          2,200    Ameritech Corp. ...........................................................................          146,300
          5,104    Bell Atlantic Corp. .......................................................................          410,553
          3,500    BellSouth Corp. ...........................................................................          161,875
          2,100    Frontier Corp. ............................................................................           48,300
          3,300    GTE Corp. .................................................................................          149,738
            100    MCI Communications Corp. ..................................................................            2,938
          3,419    SBC Communicatons, Inc. ...................................................................          209,841
            100    Sprint Corp. ..............................................................................            5,000
          9,900    US West Inc.* .............................................................................          381,150
          5,500    WorldCom, Inc.* ...........................................................................          194,563
                                                                                                                    -----------
                                                                                                                      2,195,764
                                                                                                                    -----------
Financial 14.0%
Banks 8.2%
          3,800    Banc One Corp. ............................................................................          212,088
          1,900    Bank of New York Co., Inc. ................................................................           91,200
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       87
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- --------------------------------------------------------------------------------

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

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

<C>                <S>                                                                                                <C>    
          3,300    BankAmerica Corp. .........................................................................          241,931
          1,000    BankBoston Corp. ..........................................................................           88,438
            900    Barnett Banks, Inc. .......................................................................           63,675
          2,500    Chase Manhattan Corp. .....................................................................          295,000
          2,300    Citicorp ..................................................................................          308,056
            500    Comerica Inc. .............................................................................           39,469
          2,200    CoreStates Financial Corp. ................................................................          145,613
            150    Fifth Third Bancorp. ......................................................................            9,806
          1,500    First Chicago NBD Corp. ...................................................................          112,875
          3,100    First Union Corp. .........................................................................          155,194
          1,800    Fleet Financial Group, Inc. ...............................................................          118,013
            100    H.F. Ahmanson & Co. .......................................................................            5,681
          1,400    J.P. Morgan & Co., Inc. ...................................................................          159,075
          1,500    KeyCorp ...................................................................................           95,438
          2,300    MBNA Corp. ................................................................................           93,150
          2,600    Mellon Bank Corp. .........................................................................          142,350
          1,900    National City Corp. .......................................................................          116,969
          2,700    NationsBank Corp. .........................................................................          167,063
          1,400    Norwest Corp. .............................................................................           85,750
          3,100    PNC Bank Corp. ............................................................................          151,319
            100    SunTrust Banks, Inc. ......................................................................            6,794
            902    US Bancorp ................................................................................           87,043
            900    Wachovia Corp. ............................................................................           64,800
            460    Washington Mutual, Inc. ...................................................................           32,085
            100    Wells Fargo & Co. .........................................................................           27,500
                                                                                                                    -----------
                                                                                                                      3,116,375
                                                                                                                    -----------
Insurance 3.1%
            100    Aetna Inc. ................................................................................            8,144
          1,600    Allstate Corp. ............................................................................          128,600
          1,900    American General Corp. ....................................................................           98,563
          2,300    American International Group, Inc. ........................................................          237,331
          1,550    Aon Corp. .................................................................................           81,956
            200    Chubb Corp. ...............................................................................           14,213
            300    Cigna Corp. ...............................................................................           55,875
            800    Conseco Inc. ..............................................................................           39,050
            100    General Re Corp. ..........................................................................           19,850
            200    Hartford Financial Services Group Inc. ....................................................           17,213
            200    Jefferson Pilot Corp. .....................................................................           15,800
          1,000    Lincoln National Corp. ....................................................................           69,625
            200    MGIC Investment Corp. .....................................................................           11,463
          2,400    Marsh & McLennan Companies, Inc. ..........................................................          183,900
          1,200    Providian Financial Corp. .................................................................           47,625
            800    Safeco Corp. ..............................................................................           42,400
            600    St. Paul Companies, Inc. ..................................................................           48,938
            450    SunAmerica, Inc. ..........................................................................           17,634
            200    Torchmark Corp. ...........................................................................            7,850
            100    Transamerica Corp. ........................................................................            9,950
            200    UNUM Corp. ................................................................................            9,125
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       88
<PAGE>

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

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

<C>                <S>                                                                                                <C>    
            100    USF&G Corp. ...............................................................................            2,294
                                                                                                                    -----------
                                                                                                                      1,167,399
                                                                                                                    -----------
Consumer Finance 0.1%
            600    Beneficial Corp. ..........................................................................           45,713
                                                                                                                    -----------
Other Financial Companies 2.6%
          2,600    American Express Credit Corp. .............................................................          212,875
          2,600    Federal Home Loan Mortgage Corp. ..........................................................           91,650
          5,300    Federal National Mortgage Association .....................................................          249,100
            100    Green Tree Financial Corp. ................................................................            4,700
            400    Household International, Inc. .............................................................           45,275
          2,895    Morgan Stanley, Dean Witter Discover Co. ..................................................          156,511
            100    Salomon Inc. ..............................................................................            7,519
          3,400    Travelers Group, Inc. .....................................................................          232,050
                                                                                                                    -----------
                                                                                                                        999,680
                                                                                                                    -----------
Media 1.5%
Advertising 0.0%
            150    Interpublic Group of Companies Inc. .......................................................            7,697
                                                                                                                    -----------
Broadcasting & Entertainment 1.0%
            100    Clear Channel Communications, Inc.* .......................................................            6,488
          2,700    Time Warner Inc. ..........................................................................          146,306
            100    U.S. West Media Group .....................................................................            2,231
            100    Viacom Inc. "B"* ..........................................................................            3,163
          3,000    Walt Disney Co. ...........................................................................          241,875
                                                                                                                    -----------
                                                                                                                        400,063
                                                                                                                    -----------
Cable Television 0.2%
          1,400    Comcast Corp. "A" .........................................................................           36,050
          1,527    Tele-Communications Inc. "A" (New)* .......................................................           31,304
                                                                                                                    -----------
                                                                                                                         67,354
                                                                                                                    -----------
Print Media 0.3%
            600    Gannett Co., Inc. .........................................................................           64,763
            100    Harcourt General, Inc. ....................................................................            4,956
            200    Knight-Ridder, Inc. .......................................................................           10,925
            100    New York Times Co. "A" ....................................................................            5,250
            100    Times Mirror Co. "A" ......................................................................            5,494
            300    Tribune Co. ...............................................................................           15,994
                                                                                                                    -----------
                                                                                                                        107,382
                                                                                                                    -----------
Service Industries 3.0%
EDP Services 0.1%
            300    Automatic Data Processing, Inc. ...........................................................           15,000
            600    First Data Corp. ..........................................................................           22,538
            500    NextLevel Systems, Inc. ...................................................................            8,375
                                                                                                                    -----------
                                                                                                                         45,913
                                                                                                                    -----------
Environmental Services 0.6%
          2,100    Browning Ferris Industries ................................................................           79,931
          4,000    Waste Management Inc. .....................................................................          139,750
                                                                                                                    -----------
                                                                                                                        219,681
                                                                                                                    -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       89
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- --------------------------------------------------------------------------------

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

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

<C>                <S>                                                                                                  <C>    
Investment 0.5%
          1,050    Charles Schwab Corp. ......................................................................           37,538
          1,900    Merrill Lynch & Co., Inc. .................................................................          140,956
                                                                                                                    -----------
                                                                                                                        178,494
                                                                                                                    -----------
Miscellaneous Commercial Services 0.0%
            100    Cognizant Corp. ...........................................................................            4,075
            100    Ecolab, Inc. ..............................................................................            4,856
            100    Safety-Kleen Corp. ........................................................................            2,394
            100    Sysco Corp. ...............................................................................            3,694
                                                                                                                    -----------
                                                                                                                         15,019
                                                                                                                    -----------
Miscellaneous Consumer Services 0.1%
            300    CUC International Inc. ....................................................................            9,300
            800    H & R Block Inc. ..........................................................................           30,900
            100    Service Corp. International ...............................................................            3,219
                                                                                                                    -----------
                                                                                                                         43,419
                                                                                                                    -----------
Printing / Publishing 1.7%
          5,100    Deluxe Corp. ..............................................................................          171,169
            300    Dow Jones & Co., Inc. .....................................................................           14,025
          7,500    Dun & Bradstreet Corp. ....................................................................          212,813
            400    Equifax Inc. ..............................................................................           12,575
            500    John H. Harland Co. .......................................................................           11,531
          1,600    McGraw-Hill Inc. ..........................................................................          108,300
          3,300    Moore Corp., Ltd. .........................................................................           62,700
          1,100    R.R. Donnelley & Sons Co. .................................................................           39,256
                                                                                                                    -----------
                                                                                                                        632,369
                                                                                                                    -----------
Durables 5.9%
Aerospace 1.5%
          2,000    AlliedSignal Inc. .........................................................................           85,000
          4,150    Boeing Co. ................................................................................          225,916
            700    Lockheed Martin Corp. .....................................................................           74,638
            300    Northrop Grumman Corp. ....................................................................           36,413
            800    Rockwell International Corp. ..............................................................           50,350
          1,100    United Technologies Corp. .................................................................           89,100
                                                                                                                    -----------
                                                                                                                        561,417
                                                                                                                    -----------
Automobiles 2.5%
          5,500    Chrysler Corp. ............................................................................          202,469
            200    Cummins Engine Co., Inc. ..................................................................           15,613
            600    Dana Corp. ................................................................................           29,625
            400    Eaton Corp. ...............................................................................           36,950
            100    Echlin, Inc. ..............................................................................            3,506
          7,900    Ford Motor Co. ............................................................................          357,475
          3,700    General Motors Corp. ......................................................................          247,669
          2,100    Genuine Parts Co. .........................................................................           64,706
            100    Navistar International Corp.* .............................................................            2,763
                                                                                                                    -----------
                                                                                                                        960,776
                                                                                                                    -----------
Construction / Agricultural Equipment 0.5%
            100    Case Corp. ................................................................................            6,663
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       90
<PAGE>

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

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

<C>                <S>                                                                                                  <C>    
          2,400    Caterpillar Inc. ..........................................................................          129,450
          1,300    Deere & Co. ...............................................................................           69,875
                                                                                                                    -----------
                                                                                                                        205,988
                                                                                                                    -----------
Leasing Companies 0.0%
            100    Ryder System, Inc. ........................................................................            3,594
                                                                                                                    -----------
Telecommunications Equipment 1.3%
            250    Andrew Corp. ..............................................................................            6,547
            500    DSC Communications Corp.* .................................................................           13,469
          3,200    Lucent Technologies Inc. ..................................................................          260,400
          1,700    Northern Telecom Ltd. .....................................................................          176,694
            100    Scientific-Atlanta, Inc. ..................................................................            2,263
          1,000    Tellabs, Inc.* ............................................................................           51,500
                                                                                                                    -----------
                                                                                                                        510,873
                                                                                                                    -----------
Tires 0.1%
            100    Cooper Tire & Rubber Co. ..................................................................            2,656
            600    Goodyear Tire & Rubber Co. ................................................................           41,250
                                                                                                                    -----------
                                                                                                                         43,906
                                                                                                                    -----------
Manufacturing 10.4%
Chemicals 2.4%
            200    B.F. Goodrich Co., Inc. ...................................................................            9,050
          2,700    Dow Chemical Co. ..........................................................................          244,856
          6,300    E.I. du Pont de Nemours & Co. .............................................................          387,844
            800    Eastman Chemical Co. ......................................................................           49,600
            100    Engelhard Corp. ...........................................................................            2,156
            100    Great Lakes Chemicals Corp. ...............................................................            4,931
            500    Hercules, Inc. ............................................................................           24,875
          3,000    Monsanto Co. ..............................................................................          117,000
            400    Morton International, Inc. ................................................................           14,200
            100    Praxair Inc. ..............................................................................            5,119
            400    Rohm & Haas Co. ...........................................................................           38,375
            100    Sigma-Aldrich Corp. .......................................................................            3,294
            100    Union Carbide Corp. .......................................................................            4,869
            100    W.R. Grace & Co. (New) ....................................................................            7,363
                                                                                                                    -----------
                                                                                                                        913,532
                                                                                                                    -----------
Containers & Paper 0.5%
            100    Champion International Corp. ..............................................................            6,094
            300    Crown Cork & Seal Co. Inc. ................................................................           13,838
            300    Fort James Corp. ..........................................................................           13,744
          1,400    International Paper Co. ...................................................................           77,088
            200    Stone Container Corp. .....................................................................            3,113
            100    Temple-Inland, Inc. .......................................................................            6,400
            900    Union Camp Corp. ..........................................................................           55,519
            400    Westvaco Corp. ............................................................................           14,425
                                                                                                                    -----------
                                                                                                                        190,221
                                                                                                                    -----------
Diversified Manufacturing 5.1%
            200    Aeroquip-Vickers Inc. .....................................................................            9,800
          1,200    Cooper Industries, Inc. ...................................................................           64,875
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       91
<PAGE>

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

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

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

<C>                <S>                                                                                                <C>    
            300    Dover Corp. ...............................................................................           20,363
          1,500    Dresser Industries Inc. ...................................................................           64,500
         18,000    General Electric Co. ......................................................................        1,225,125
            600    Honeywell, Inc. ...........................................................................           40,313
            100    ITT Industries Inc. .......................................................................            3,319
          2,000    Minnesota Mining & Manufacturing Co. ......................................................          185,000
            500    National Service Industries, Inc. .........................................................           21,969
            100    TRW Inc. ..................................................................................            5,488
          1,100    Tenneco, Inc. .............................................................................           52,663
            700    Textron, Inc. .............................................................................           45,500
            100    Thermo Electron Corp. .....................................................................            4,000
          1,500    Tyco International Ltd. (New) .............................................................          123,094
          3,000    Westinghouse Electric Corp. ...............................................................           81,188
            100    Whitman Corp. .............................................................................            2,725
                                                                                                                    -----------
                                                                                                                      1,949,922
                                                                                                                    -----------
Electrical Products 0.5%
          2,600    Emerson Electric Co. ......................................................................          149,825
            100    Raychem Corp. .............................................................................            8,450
            400    Thomas & Betts Corp. ......................................................................           21,850
                                                                                                                    -----------
                                                                                                                        180,125
                                                                                                                    -----------
Hand Tools 0.2%
            100    Black & Decker Corp. ......................................................................            3,725
            100    Briggs & Stratton Corp. ...................................................................            4,944
            300    Snap-On, Inc. .............................................................................           13,819
            900    Stanley Works .............................................................................           38,700
                                                                                                                    -----------
                                                                                                                         61,188
                                                                                                                    -----------
Industrial Specialty 0.5%
            500    Avery Dennison Corp. ......................................................................           20,000
          1,400    Corning Inc. ..............................................................................           66,150
          1,000    PPG Industries, Inc. ......................................................................           62,688
          1,200    Pall Corp. ................................................................................           25,875
            200    Sherwin-Williams Co. ......................................................................            5,888
                                                                                                                    -----------
                                                                                                                        180,601
                                                                                                                    -----------
Machinery / Components / Controls 0.3%
            500    General Signal Corp. ......................................................................           21,625
            100    Harnischfeger Industries, Inc. ............................................................            4,275
            800    Illinois Tool Works Inc. ..................................................................           40,000
            450    Ingersoll-Rand Co. ........................................................................           19,378
            600    Parker-Hannifin Group .....................................................................           27,000
            400    Timken Co. ................................................................................           16,025
                                                                                                                    -----------
                                                                                                                        128,303
                                                                                                                    -----------
Office Equipment / Supplies 0.7%
          1,300    Pitney Bowes, Inc. ........................................................................          108,144
          1,800    Xerox Corp. ...............................................................................          151,538
                                                                                                                    -----------
                                                                                                                        259,682
                                                                                                                    -----------
Specialty Chemicals 0.2%
            500    Air Products & Chemicals, Inc. ............................................................           41,469
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       92
<PAGE>

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

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

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

<C>                <S>                                                                                                <C>    
            900    Nalco Chemical Co. ........................................................................           36,056
                                                                                                                    -----------
                                                                                                                         77,525
                                                                                                                    -----------
Technology 12.2%
Computer Software 3.2%
            400    Adobe Systems Inc. ........................................................................           20,150
            300    Autodesk, Inc. ............................................................................           13,613
            900    Bay Networks Inc.* ........................................................................           34,763
          1,800    Computer Associates International, Inc. ...................................................          129,263
          6,300    Microsoft Corp.* ..........................................................................          833,569
          4,500    Oracle Systems Corp. ......................................................................          163,969
            200    Parametric Technology Corp.* ..............................................................            8,825
                                                                                                                    -----------
                                                                                                                      1,204,152
                                                                                                                    -----------
Diverse Electronic Products 0.9%
          1,300    Applied Materials, Inc. ...................................................................          123,825
            200    Harris Corp. ..............................................................................            9,150
          3,100    Motorola Inc. .............................................................................          222,813
                                                                                                                    -----------
                                                                                                                        355,788
                                                                                                                    -----------
EDP Peripherals 0.2%
          1,200    EMC Corp. .................................................................................           70,050
            200    Seagate Technology, Inc.* .................................................................            7,225
                                                                                                                    -----------
                                                                                                                         77,275
                                                                                                                    -----------
Electronic Components / Distributors 0.2%
          1,600    AMP Inc. ..................................................................................           85,700
                                                                                                                    -----------
Electronic Data Processing 3.9%
            100    Apple Computer, Inc.* .....................................................................            2,169
            100    Ceridian Corp.* ...........................................................................            3,700
          4,015    Compaq Computer Corp. .....................................................................          300,121
            100    Data General Corp.* .......................................................................            2,663
          2,000    Dell Computer Corp. .......................................................................          193,750
            400    Digital Equipment Corp.* ..................................................................           17,325
          5,000    Hewlett-Packard Co. .......................................................................          347,813
          5,100    International Business Machines Corp. .....................................................          540,281
            300    Silicon Graphics Inc.* ....................................................................            7,875
          1,300    Sun Microsystems, Inc.* ...................................................................           60,856
            100    Unisys Corp.* .............................................................................            1,531
                                                                                                                    -----------
                                                                                                                      1,478,084
                                                                                                                    -----------
Military Electronics 0.2%
            100    Computer Sciences Corp.* ..................................................................            7,075
          1,400    EG&G, Inc. ................................................................................           28,963
            100    General Dynamics Corp. ....................................................................            8,713
            300    Raytheon Co. ..............................................................................           17,738
                                                                                                                    -----------
                                                                                                                         62,489
                                                                                                                    -----------
Office / Plant Automation 0.9%
          1,800    3Com Corp.* ...............................................................................           92,250
            400    Cabletron Systems Inc.* ...................................................................           12,800
          3,300    Cisco Systems, Inc.* ......................................................................          241,106
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       93
<PAGE>

AARP U.S. STOCK INDEX FUND

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

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

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

<C>                <S>                                                                                                <C>    
            300    Novell Inc.* ..............................................................................            2,691
                                                                                                                    -----------
                                                                                                                        348,847
                                                                                                                    -----------
Precision Instruments 0.0%
            200    Perkin-Elmer Corp. ........................................................................           14,613
                                                                                                                    -----------
Semiconductors 2.7%
            300    Advanced Micro Devices Inc.* ..............................................................            9,769
             25    General Semiconductor, Inc. ...............................................................              322
          8,400    Intel Corp. ...............................................................................          775,425
            800    LSI Logic Corp.* ..........................................................................           25,700
          1,200    Micron Technology Inc. ....................................................................           41,625
            600    National Semiconductor Corp.* .............................................................           24,600
          1,200    Texas Instruments Inc. ....................................................................          162,150
                                                                                                                    -----------
                                                                                                                      1,039,591
                                                                                                                    -----------
Energy 8.9%
Engineering 0.0%
            100    Fluor Corp. ...............................................................................            5,363
            100    Foster Wheeler Corp. ......................................................................            4,394
                                                                                                                    -----------
                                                                                                                          9,757
                                                                                                                    -----------
Oil & Gas Production 0.4%
            100    Burlington Resources, Inc. ................................................................            5,131
            100    Coastal Corp. .............................................................................            6,125
            149    Enserch Exploration Partners Ltd.* ........................................................            1,341
            200    Kerr-McGee Corp. ..........................................................................           13,763
             44    Monterey Resources, Inc. ..................................................................              924
          4,500    Occidental Petroleum Corp. ................................................................          116,719
            100    Oryx Energy Co. ...........................................................................            2,544
            100    Santa Fe Energy Resources, Inc. ...........................................................            1,250
            100    Union Pacific Resources Group .............................................................            2,619
                                                                                                                    -----------
                                                                                                                        150,416
                                                                                                                    -----------
Oil Companies 7.4%
            100    Amerada Hess Corp. ........................................................................            6,169
          3,100    Amoco Corp. ...............................................................................          298,763
            100    Ashland Inc. ..............................................................................            5,438
          3,200    Atlantic Richfield Co. ....................................................................          273,400
          3,300    Chevron Corp. .............................................................................          274,519
         12,900    Exxon Corp. ...............................................................................          826,406
          3,600    Mobil Corp. ...............................................................................          266,400
          1,400    Phillips Petroleum Co. ....................................................................           72,275
         10,400    Royal Dutch Petroleum Co. (New York shares) ...............................................          577,200
            400    Sun Co., Inc. .............................................................................           17,525
          3,200    Texaco Inc. ...............................................................................          196,600
            400    USX Marathon Group ........................................................................           14,875
            100    Unocal Corp. ..............................................................................            4,325
                                                                                                                    -----------
                                                                                                                      2,833,895
                                                                                                                    -----------
Oil / Gas Transmission 0.1%
            200    Enron Corp. ...............................................................................            7,700
            100    Sonat, Inc. ...............................................................................            5,088
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       94
<PAGE>

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

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

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

<C>                <S>                                                                                                  <C>    
            100    Williams Cos., Inc. .......................................................................            4,681
                                                                                                                    -----------
                                                                                                                         17,469
                                                                                                                    -----------
Oilfield Services / Equipment 1.0%
            800    Baker Hughes, Inc. ........................................................................           35,000
          1,600    Halliburton Co. ...........................................................................           83,200
            300    Rowan Companies, Inc. .....................................................................           10,688
          2,800    Schlumberger Ltd. .........................................................................          235,725
                                                                                                                    -----------
                                                                                                                        364,613
                                                                                                                    -----------
Metals & Minerals 0.9%
Precious Metals 0.3%
            100    Barrick Gold Corp. ........................................................................            2,475
            100    Battle Mountain Gold Co. "A" ..............................................................              719
            100    Echo Bay Mines, Ltd. ......................................................................              569
          3,100    Freeport McMoRan Copper & Gold, Inc. "B" ..................................................           89,319
            100    Homestake Mining Co. ......................................................................            1,531
            143    Newmont Mining Corp. ......................................................................            6,426
            100    Placer Dome Inc. ..........................................................................            1,913
                                                                                                                    -----------
                                                                                                                        102,952
                                                                                                                    -----------
Steel & Metals 0.6%
            100    Alcan Aluminium Ltd. ......................................................................            3,475
          1,500    Allegheny Teledyne Inc. ...................................................................           42,938
            400    Aluminum Co. of America ...................................................................           32,800
            100    Asarco, Inc. ..............................................................................            3,200
            100    Bethlehem Steel Corp. .....................................................................            1,031
            900    Cyprus Amax Minerals Co. ..................................................................           21,600
            100    Inco Ltd. .................................................................................            2,506
            100    Nucor Corp. ...............................................................................            5,269
            200    Phelps Dodge Corp. ........................................................................           15,525
            800    Reynolds Metals Co. .......................................................................           56,650
            600    USX-US Steel Group, Inc. ..................................................................           20,850
          1,000    Worthington Industries, Inc. ..............................................................           20,250
                                                                                                                    -----------
                                                                                                                        226,094
                                                                                                                    -----------
Construction 0.7%
Building Products 0.2%
            400    Armstrong World Industries, Inc. ..........................................................           26,825
          1,000    Masco Corp. ...............................................................................           45,813
                                                                                                                    -----------
                                                                                                                         72,638
                                                                                                                    -----------
Forest Products 0.5%
            400    Georgia Pacific Corp. .....................................................................           41,750
            100    Louisiana-Pacific Corp. ...................................................................            2,500
            800    Potlatch Corp. ............................................................................           40,250
          1,500    Weyerhaeuser Co. ..........................................................................           89,063
                                                                                                                    -----------
                                                                                                                        173,563
                                                                                                                    -----------
Homebuilding 0.0%
            200    Kaufman & Broad Home Corp. ................................................................            4,338
                                                                                                                    -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       95
<PAGE>

AARP U.S. STOCK INDEX FUND

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

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

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

<C>                <S>                                                                                                <C>    
Transportation 0.9%
Air Freight 0.0%
            100    Federal Express Corp.* ....................................................................            8,000
                                                                                                                    -----------
Airlines 0.1%
            100    AMR Corp.* ................................................................................           11,069
            100    Delta Air Lines, Inc. .....................................................................            9,419
            100    Southwest Airlines Co. ....................................................................            3,194
            400    US Airways Group, Inc.* ...................................................................           16,550
                                                                                                                    -----------
                                                                                                                         40,232
                                                                                                                    -----------
Railroads 0.8%
            200    Burlington Northern Santa Fe ..............................................................           19,325
          1,000    CSX Corp. .................................................................................           58,500
            900    Norfolk Southern Corp. ....................................................................           92,925
          1,900    Union Pacific Corp. .......................................................................          118,988
                                                                                                                    -----------
                                                                                                                        289,738
                                                                                                                    -----------
Trucking 0.0%
            200    Caliber System, Inc. ......................................................................           10,850
                                                                                                                    -----------
Miscellaneous 0.0%
            400    Laidlaw, Inc. .............................................................................            5,990
                                                                                                                    -----------
Utilities 4.9%
Electric Utilities 4.4%
            300    American Electric Power Co. ...............................................................           13,650
            100    Baltimore Gas & Electric Co. ..............................................................            2,775
            100    CINergy Corp. .............................................................................            3,344
            100    Carolina Power & Light Co. ................................................................            3,594
         12,400    Central & South West Corp. ................................................................          275,125
          3,700    Consolidated Edison Co. of New York, Inc. .................................................          125,800
          3,400    DTE Energy Co. ............................................................................          103,488
          2,700    Dominion Resources Inc. ...................................................................          102,263
            204    Duke Energy Corp. .........................................................................           10,085
            100    Edison International ......................................................................            2,525
          1,400    Entergy Corp. .............................................................................           36,488
            100    FPL Group, Inc. ...........................................................................            5,125
            100    GPU, Inc. .................................................................................            3,588
          6,012    Houston Industries Inc. ...................................................................          130,761
            100    Niagara Mohawk Power Corp. ................................................................              956
            200    Northern States Power Co. .................................................................            9,950
          1,100    Ohio Edison Co. ...........................................................................           25,781
          9,500    PP&L Resources, Inc. ......................................................................          207,813
            100    PacifiCorp ................................................................................            2,238
            100    PG & E Corporation ........................................................................            2,319
         11,300    Peco Energy Co. ...........................................................................          264,844
          9,000    Public Service Enterprise Group ...........................................................          231,750
          2,000    Southern Company ..........................................................................           45,125
            222    Texas Utilities Co., Inc. .................................................................            7,992
          1,600    Unicom Corp. ..............................................................................           37,400
            700    Union Electric Co. ........................................................................           26,906
                                                                                                                    -----------
                                                                                                                      1,681,685
                                                                                                                    -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       96
<PAGE>

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

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

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

<C>                <S>                                                                                               <C>    
Natural Gas Distribution 0.5%
            200    Consolidated Natural Gas Corp. ............................................................           11,638
          1,300    Eastern Enterprises .......................................................................           48,506
            100    NICOR, Inc. ...............................................................................            3,750
            100    ONEOK Inc. ................................................................................            3,263
          1,900    Pacific Enterprises .......................................................................           64,363
          1,600    Peoples Energy Corp. ......................................................................           60,300
                                                                                                                        191,820
                                                                                                                    -----------
                   Total Common Stocks (Cost $31,668,935) ....................................................       35,405,259
                                                                                                                    -----------

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

                   <S>                                                                            <C>               <C>       
                   Total Investment Portfolio (Cost $32,912,926) (a)                               96.2             36,649,254
                   Other Assets and Liabilities, Net                                                3.8              1,435,819
                                                                                                 ------            -----------
                   Net Assets                                                                     100.0             38,085,073
                                                                                                 ======            ===========
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Non income producing security.

(a)   At September 30, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $32,933,269 was as
      follows:

      Aggregate gross unrealized appreciation for all investments 
      in which there is an excess of value over tax cost .......... $ 3,825,138

      Aggregate gross unrealized depreciation for all investments 
      in which there is an excess of tax cost over value ..........    (109,153)
                                                                    -----------

      Net unrealized appreciation ................................. $ 3,715,985
                                                                    ============

(b)   At September 30, 1997, this security, in whole or in part, has been
      pledged to cover initial margin requirements for open futures contracts.


      At September 30, 1997, open futures contracts purchased were as follows:

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

      S&P 500 Index ... December, 1997       5          2,377,911      2,387,250
                                                                       ---------

      Total net unrealized appreciation on open futures contracts
      purchased ...................................................        9,339
                                                                       =========

      The aggregate face value of futures contracts opened and closed during the
      year ended September 30, 1997 was $6,641,537 and $4,263,626, respectively.

- --------------------------------------------------------------------------------
      Purchases and sales of investment securities (excluding short-term
      investments) for the period February 1, 1997 (commencement of operations)
      through September 30, 1997, aggregated $33,666,582 and $2,094,504,
      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


                                       97
<PAGE>

AARP CAPITAL GROWTH FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------

<C>                <S>                                                                                               <C>       
- -------------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 4.7%
- -------------------------------------------------------------------------------------------------------------------------------

     57,322,000    Repurchase Agreement with Salomon Brothers dated 9/30/97 at 6.125%
                      to be repurchased at $57,331,753 on 10/01/97, collateralized by a $44,975,000
                      U.S. Treasury Bond, 8.75%, 5/15/20 (Cost $57,322,000) ..................................       57,322,000
                                                                                                                    -----------

- -------------------------------------------------------------------------------------------------------------------------------
   COMMON STOCKS 95.2%
- -------------------------------------------------------------------------------------------------------------------------------

Shares
- ---------------
Consumer Discretionary 9.0%
Apparel & Shoes 1.2%
        270,000    Nike, Inc. "B" ............................................................................       14,310,000
                                                                                                                    -----------
Department & Chain Stores 5.7%
        320,000    Gap Inc. ..................................................................................       16,020,000
        540,000    Home Depot, Inc. ..........................................................................       28,147,500
        360,000    Costco Companies, Inc. ....................................................................       13,545,000
        500,000    Walgreen Co. ..............................................................................       12,812,500
                                                                                                                    -----------
                                                                                                                     70,525,000
                                                                                                                    -----------
Hotels & Casinos 1.0%
        400,000    Mirage Resorts Inc.* ......................................................................       12,050,000
                                                                                                                    -----------
Specialty Retail 1.1%
        320,000    Tiffany & Co. .............................................................................       13,600,000
                                                                                                                    -----------
Consumer Staples 3.6%
Alcohol 1.2%
        330,000    Anheuser-Busch Companies, Inc. ............................................................       14,891,250
                                                                                                                    -----------
Food & Beverage 1.1%
        300,000    H.J. Heinz Co. ............................................................................       13,856,250
                                                                                                                    -----------
Package Goods / Cosmetics 1.3%
        230,000    Procter & Gamble Co. ......................................................................       15,884,375
                                                                                                                    -----------
Health 8.8%
Medical Supply & Specialty 1.2%
        308,000    Becton, Dickinson & Co. ...................................................................       14,745,500
                                                                                                                    -----------
Pharmaceuticals 7.6%
        140,000    American Home Products Corp. ..............................................................       10,220,000
        180,000    Johnson & Johnson .........................................................................       10,372,500
        100,000    Merck & Co. Inc. ..........................................................................        9,993,750
        197,100    Novartis AG (ADR) .........................................................................       15,176,700
        278,000    Pfizer, Inc. ..............................................................................       16,697,375
        200,000    Schering-Plough Corp. .....................................................................       10,300,000
        150,000    Warner-Lambert Co. ........................................................................       20,240,625
                                                                                                                    -----------
                                                                                                                     93,000,950
                                                                                                                    -----------
Financial 20.1%
Banks 4.5%
        350,600    BankAmerica Corp. .........................................................................       25,703,363
        155,000    Citicorp ..................................................................................       20,760,313
         80,000    J.P. Morgan & Co., Inc. ...................................................................        9,090,000
                                                                                                                    -----------
                                                                                                                     55,553,676
                                                                                                                    -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       98
<PAGE>

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

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

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

<C>                <S>                                                                                              <C>    
Insurance 8.3%
        270,000    American International Group, Inc. ........................................................       27,860,625
        375,000    Conseco Inc. ..............................................................................       18,304,688
        520,000    EXEL, Ltd. (ADR) ..........................................................................       30,972,500
        331,100    Hartford Life, Inc. "A" ...................................................................       12,726,656
         96,000    MBIA Inc. .................................................................................       12,042,000
                                                                                                                    -----------
                                                                                                                    101,906,469
                                                                                                                    -----------
Consumer Finance 1.5%
        301,700    Associates First Capital Corp. ............................................................       18,780,825
                                                                                                                    -----------
Other Financial Companies 5.8%
        409,900    American Express Credit Corp. .............................................................       33,560,563
        410,000    Federal National Mortgage Association .....................................................       19,270,000
        270,000    Travelers Group, Inc. .....................................................................       18,427,500
                                                                                                                    -----------
                                                                                                                     71,258,063
                                                                                                                    -----------
Media 2.2%
Advertising 1.2%
        200,000    Omnicom Group, Inc. .......................................................................       14,550,000
                                                                                                                    -----------
Cable Television 1.0%
        420,000    Tele-Comm Liberty Media Group "A"* ........................................................       12,573,750
                                                                                                                    -----------
Service Industries 4.6%
Investment 3.7%
        294,500    Franklin Resources Inc. ...................................................................       27,425,313
        240,000    Merrill Lynch & Co., Inc. .................................................................       17,805,000
                                                                                                                    -----------
                                                                                                                     45,230,313
                                                                                                                    -----------
Miscellaneous Commercial Services 0.9%
        291,000    Manpower, Inc. ............................................................................       11,494,500
                                                                                                                    -----------
Durables 3.7%
Aerospace 2.7%
        235,000    Rockwell International Corp. (New) ........................................................       14,790,313
        230,000    United Technologies Corp. .................................................................       18,630,000
                                                                                                                    -----------
                                                                                                                     33,420,313
                                                                                                                    -----------
Telecommunications Equipment 1.0%
        365,000    Ascend Communications, Inc.* ..............................................................       11,816,875
                                                                                                                    -----------
Manufacturing 11.9%
Chemicals 3.0%
        280,000    E.I. du Pont de Nemours & Co. .............................................................       17,237,500
        195,700    Praxair Inc. ..............................................................................       10,017,394
        290,000    Sigma-Aldrich Corp. .......................................................................        9,551,875
                                                                                                                    -----------
                                                                                                                     36,806,769
                                                                                                                    -----------
Diversified Manufacturing 4.5%
        325,000    Dresser Industries Inc. ...................................................................       13,975,000
        190,000    General Electric Co. ......................................................................       12,931,875
        240,000    TRW Inc. ..................................................................................       13,170,000
        240,000    Textron, Inc. .............................................................................       15,600,000
                                                                                                                    -----------
                                                                                                                     55,676,875
                                                                                                                    -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       99
<PAGE>

AARP CAPITAL GROWTH FUND

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

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

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

<C>                <S>                                                                                              <C>    
Electrical Products 1.6%
         75,000    ABB AB (ADR) ..............................................................................       10,612,500
        166,000    Emerson Electric Co. ......................................................................        9,565,750
                                                                                                                    -----------
                                                                                                                     20,178,250
                                                                                                                    -----------
Machinery / Components / Controls 2.8%
        300,000    Ingersoll-Rand Co. ........................................................................       12,918,750
        475,500    Parker-Hannifin Group .....................................................................       21,397,500
                                                                                                                    -----------
                                                                                                                     34,316,250
                                                                                                                    -----------
Technology 16.1%
Diverse Electronic Products 6.0%
        270,000    Applied Materials, Inc.* ..................................................................       25,717,500
        360,000    General Motors Corp. "H" ..................................................................       23,805,000
        170,000    KLA Tencor Corp.* .........................................................................       11,485,625
        240,000    Teradyne Inc.* ............................................................................       12,915,000
                                                                                                                    -----------
                                                                                                                     73,923,125
                                                                                                                    -----------
Electronic Data Processing 7.6%
        480,000    Compaq Computer Corp.* ....................................................................       35,880,000
        265,000    Hewlett-Packard Co. .......................................................................       18,434,063
        160,000    International Business Machines Corp. .....................................................       16,950,000
        460,000    Sun Microsystems, Inc.* ...................................................................       21,533,750
                                                                                                                    -----------
                                                                                                                     92,797,813
                                                                                                                    -----------
Semiconductors 2.5%
        330,000    Intel Corp. ...............................................................................       30,463,125
                                                                                                                    -----------
Energy 13.4%
Oil Companies 8.5%
        125,000    Amoco Corp. ...............................................................................       12,046,875
        200,000    Atlantic Richfield Co. ....................................................................       17,087,500
        350,000    Exxon Corp. ...............................................................................       22,421,875
        180,000    Mobil Corp. ...............................................................................       13,320,000
        254,800    Repsol SA (ADR) ...........................................................................       11,051,950
        520,000    Royal Dutch Petroleum Co. (New York shares) ...............................................       28,860,000
                                                                                                                    -----------
                                                                                                                    104,788,200
                                                                                                                    -----------
Oil / Gas Transmission 1.2%
        220,000    Enron Corp. ...............................................................................        8,470,000
        130,000    Williams Cos., Inc. .......................................................................        6,085,625
                                                                                                                    -----------
                                                                                                                     14,555,625
                                                                                                                    -----------
Oilfield Services / Equipment 3.7%
        240,000    Diamond Offshore Drilling, Inc. ...........................................................       13,245,000
        280,000    Santa Fe International Corp. ..............................................................       13,020,000
        225,000    Schlumberger Ltd. .........................................................................       18,942,188
                                                                                                                    -----------
                                                                                                                     45,207,188
                                                                                                                    -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       100
<PAGE>

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

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

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

<C>                <S>                                                                                            <C>    
Transportation 1.3%
Airlines 0.9%
        100,000    AMR Corp.* ................................................................................       11,068,750
                                                                                                                 --------------
Railroads 0.4%
        146,900    Wisconsin Central Transportation Co.* .....................................................        4,673,256
                                                                                                                 --------------
Utilities 0.5%
Electric Utilities
        350,000    Eastern Utilities Association .............................................................        6,978,121
                                                                                                                 --------------
                   Total Common Stocks (Cost $717,371,809) ...................................................    1,170,881,456
                                                                                                                 --------------

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

                   <S>                                                                            <C>          <C>          
                   Total Investment Portfolio (Cost $774,693,809) (a) .......................      99.9        1,228,203,456
                   Other Assets and Liabilities, Net ........................................       0.1              176,498
                                                                                                 ------       --------------
                   Net Assets ...............................................................     100.0        1,228,379,954
                                                                                                 ======       ==============
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Non income producing security.

(a)   At September 30, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $774,693,809 was as
      follows:

      Aggregate gross unrealized appreciation for all investments 
      in which there is an excess of value over tax cost .......... $464,300,492

      Aggregate gross unrealized depreciation for all investments 
      in which there is an excess of tax cost over value .......... (10,790,845)
                                                                    ------------

      Net unrealized appreciation ................................. $453,509,647
                                                                    ============

- --------------------------------------------------------------------------------
      Purchases and sales of investment securities (excluding short-term
      investments) for the year ended September 30, 1997, aggregated
      $376,002,590 and $394,567,870, 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


                                       101
<PAGE>

AARP SMALL COMPANY STOCK FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>  
<CAPTION>
Principal                                                                                                            Market
Amount ($)                                                                                                          Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 5.8%
- -------------------------------------------------------------------------------------------------------------------------------
      2,911,000    Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 9/30/97 at
                      6.02% to be repurchased at $2,911,487 on 10/01/97, collateralized by a $2,753,000
                      U.S. Treasury Note, 8.5%, 2/15/00 (Cost $2,911,000) .............................               2,911,000
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   COMMON STOCKS 96.5%
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Shares
- -------------
<C>                <S>                                                                                                <C>
Consumer Discretionary 7.2%
Apparel & Shoes 0.6%
         17,600    Brown Group, Inc. ..................................................................                 320,100
                                                                                                                  -------------
Home Furnishings 5.5%
          6,900    Bush Industries, Inc. "A" ..........................................................                 191,044
          7,200    Ethan Allen Interiors Inc. .........................................................                 223,200
         11,100    Interface, Inc. ....................................................................                 323,288
         11,800    La-Z-Boy Inc. ......................................................................                 436,600
         17,900    Mikasa, Inc. .......................................................................                 248,363
         15,800    Oneida Ltd. ........................................................................                 560,900
          7,500    Thomas Industries, Inc. ............................................................                 225,000
         14,200    Toro Co. ...........................................................................                 562,675
                                                                                                                  -------------
                                                                                                                      2,771,070
                                                                                                                  -------------
Hotels & Casinos 0.4%
          8,100    Prime Hospitality Corp.* ...........................................................                 182,756
Specialty Retail 0.7%                                                                                             -------------
          2,600    Eagle Hardware & Garden, Inc.* .....................................................                  51,188
          2,300    Getty Petroleum Marketing Co.* .....................................................                  12,506
          2,400    Inacom Corp.* ......................................................................                  89,250
          7,400    Zale Corp.* ........................................................................                 191,938
                                                                                                                  -------------
                                                                                                                        344,882
                                                                                                                  -------------
Consumer Staples 4.4%
Consumer Electronic & Photographic Products 0.2%
          2,700    Harman International Industries, Inc. ..............................................                 135,169
Food & Beverage 2.1%                                                                                              -------------
         11,400    Michael Foods, Inc. ................................................................                 292,125
         19,700    Nash-Finch Co. .....................................................................                 467,875
         18,000    Ruddick Corp. ......................................................................                 290,250
                                                                                                                  -------------
                                                                                                                      1,050,250
                                                                                                                  -------------
Textiles 2.1%
         22,950    Guilford Mills, Inc. ...............................................................                 596,700
         12,800    Kellwood Company ...................................................................                 453,600
                                                                                                                  -------------
                                                                                                                      1,050,300
                                                                                                                  -------------
Health 2.3%
Health Industry Services 0.3%
          8,900    Rotech Medical Corp.* ..............................................................                 171,325
                                                                                                                  -------------
Medical Supply & Specialty 2.0%
         19,000    Bindley Western Industries, Inc. ...................................................                 530,812
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       102
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                                <C>
         14,000    West Co., Inc. .....................................................................                 462,000
                                                                                                                  -------------
                                                                                                                        992,812
                                                                                                                  -------------
Financial 17.1%
Banks 9.3%
         11,000    ALBANK Financial Corp. .............................................................                 464,750
         10,200    Banknorth Group, Inc. ..............................................................                 557,175
         15,100    Chittenden Corp. ...................................................................                 581,350
            200    Colonial BancGroup, Inc. ...........................................................                   5,750
          4,100    Commerce Bancorp, Inc. .............................................................                 159,387
            900    Community First Bankshares, Inc. ...................................................                  43,650
          8,000    FirstBank Puerto Rico ..............................................................                 260,000
         13,600    Heritage Financial Services, Inc. ..................................................                 273,700
          2,305    Provident Bankshares Corp. .........................................................                 131,385
          4,500    RCSB Financial, Inc. ...............................................................                 245,250
         12,600    Riggs National Corp. ...............................................................                 296,888
         12,900    Susquehanna Bancshares, Inc. .......................................................                 396,675
          6,300    US Bancorp, Inc. ...................................................................                 406,350
         16,900    UST Corporation ....................................................................                 430,950
          7,500    Vermont Financial Services Corp. ...................................................                 405,000
                                                                                                                  -------------
                                                                                                                      4,658,260
                                                                                                                  -------------
Insurance 6.8%
            800    Allied Group, Inc. .................................................................                  40,650
          9,200    American Annuity Group, Inc. .......................................................                 197,800
         14,700    American Heritage Life Investment Corp. ............................................                 588,000
            600    First American Financial Co. .......................................................                  36,000
         16,400    Guaranty National Corp. ............................................................                 556,575
         12,600    Harleysville Group, Inc. ...........................................................                 529,200
         32,300    Hilb, Rogal & Hamilton Co. .........................................................                 593,513
          3,100    Life Re Corp. ......................................................................                 163,525
          2,300    MMI Companies, Inc. ................................................................                  60,663
          7,200    Nymagic, Inc. ......................................................................                 187,200
          9,400    Selective Insurance Group, Inc. ....................................................                 484,100
                                                                                                                  -------------
                                                                                                                      3,437,226
                                                                                                                  -------------
Consumer Finance 0.3%
          9,100    Aames Financial Corp. ..............................................................                 147,306
                                                                                                                  -------------
Other Financial Companies 0.7%
         30,300    Cash America International, Inc. ...................................................                 340,875
                                                                                                                  -------------
Media 1.5%
Advertising
          1,110    Grey Advertising, Inc. .............................................................                 381,840
         14,700    True North Communications, Inc. ....................................................                 364,744
                                                                                                                  -------------
                                                                                                                        746,584
                                                                                                                  -------------
Service Industries 7.3%
Environmental Services 1.7%
         21,700    Dames & Moore, Inc. ................................................................                 284,812
          8,300    Mine Safety Appliance Co. ..........................................................                 581,000
                                                                                                                  -------------
                                                                                                                        865,812
                                                                                                                  -------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       103
<PAGE>

AARP SMALL COMPANY STOCK FUND

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                                <C>
Investment 2.4%
          7,100    Interra Financial, Inc. ............................................................                 426,444
          8,000    Jefferies Group, Inc. ..............................................................                 584,000
         23,400    Phoenix Duff & Phelps Corp. ........................................................                 181,350
                                                                                                                  -------------
                                                                                                                      1,191,794
                                                                                                                  -------------
Miscellaneous Commercial Services 1.6%
         16,200    ABM Industries, Inc. ...............................................................                 428,287
         15,600    McGrath Rentcorp ...................................................................                 356,850
                                                                                                                  -------------
                                                                                                                        785,137
                                                                                                                  -------------
Printing / Publishing 1.6%
          9,200    Bowne & Co., Inc. ..................................................................                 323,150
         10,900    Merrill Corp. ......................................................................                 501,400
                                                                                                                  -------------
                                                                                                                        824,550
                                                                                                                  -------------
Durables 5.3%
Aerospace 1.6%
          7,100    AAR Corp. ..........................................................................                 236,962
         31,400    Kaman Corp. "A" ....................................................................                 576,975
                                                                                                                  -------------
                                                                                                                        813,937
                                                                                                                  -------------
Automobiles 3.1%
          4,000    A.O. Smith Corp. ...................................................................                 158,500
          5,500    Coachmen Industries, Inc. ..........................................................                 104,500
         20,400    Excel Industries Inc. ..............................................................                 406,725
         10,300    Exide Corp. ........................................................................                 233,681
         26,500    Intermet Corp. .....................................................................                 463,750
         15,700    Simpson Industries, Inc. ...........................................................                 181,531
                                                                                                                  -------------
                                                                                                                      1,548,687
                                                                                                                  -------------
Construction / Agricultural Equipment 0.6%
          8,400    The Manitowoc Company, Inc. ........................................................                 299,775
                                                                                                                  -------------
Manufacturing 21.1%
Chemicals 1.8%
            900    Mississippi Chemical Corp. .........................................................                  17,550
          7,600    NCH Corp. ..........................................................................                 539,600
         13,200    Stepan Co. .........................................................................                 352,275
                                                                                                                  -------------
                                                                                                                        909,425
                                                                                                                  -------------
Containers & Paper 0.5%
          2,000    Chesapeake Corp. ...................................................................                  72,500
          2,100    Clarcor, Inc. ......................................................................                  60,112
          3,550    Mosinee Paper Corp. ................................................................                 120,256
                                                                                                                  -------------
                                                                                                                        252,868
                                                                                                                  -------------
Diversified Manufacturing 2.9%
         23,500    Cascade Corp. ......................................................................                 464,125
         10,200    Robbins & Myers, Inc. ..............................................................                 392,700
          9,000    Scotsman Industries, Inc. ..........................................................                 231,750
          4,400    Tredegar Industries, Inc. ..........................................................                 309,100
          3,100    Valmont Industries .................................................................                  66,069
                                                                                                                  -------------
                                                                                                                      1,463,744
                                                                                                                  -------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       104
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                                <C>
Electrical Products 0.8%
          8,300    C&D Technologies, Inc. .............................................................                 380,762
                                                                                                                  -------------
Hand Tools 1.0%
         13,300    L.S. Starrett Corp. ................................................................                 488,775
                                                                                                                  -------------
Industrial Specialty 6.6%
         14,000    Albany International Corp. "A" .....................................................                 351,750
          9,600    Apogee Enterprises, Inc. ...........................................................                 235,200
          5,500    Applied Power, Inc. "A" ............................................................                 346,156
         20,300    Barnes Group, Inc. .................................................................                 574,744
          3,500    Electro Scientific Industries, Inc.* ...............................................                 213,500
          9,200    FSI International, Inc.* ...........................................................                 192,050
          5,300    Flowserve Corp. ....................................................................                 158,337
         17,700    Lawson Products, Inc. ..............................................................                 522,150
         25,300    Spartech Corp. .....................................................................                 379,500
         11,800    W.H. Brady Co. "A" .................................................................                 368,750
                                                                                                                  -------------
                                                                                                                      3,342,137
                                                                                                                  -------------
Machinery / Components / Controls 4.3%
         22,600    Amcast Industrial Corp. ............................................................                 553,700
         14,100    Columbus McKinnon Corp. ............................................................                 370,125
          6,200    DT Industries, Inc. ................................................................                 204,600
         15,700    Graco, Inc. ........................................................................                 561,275
         12,200    Tennant Company ....................................................................                 451,400
                                                                                                                  -------------
                                                                                                                      2,141,100
                                                                                                                  -------------
Office Equipment / Supplies 0.6%
         13,300    Hunt Manufacturing Co. .............................................................                 304,238
                                                                                                                  -------------
Wholesale Distributors 2.6%
         13,900    A.M. Castle & Co. ..................................................................                 361,400
         18,400    Applied Industrial Technology, Inc. ................................................                 633,650
         10,250    Hughes Supply, Inc. ................................................................                 309,422
                                                                                                                  -------------
                                                                                                                      1,304,472
                                                                                                                  -------------
Technology 10.2%
Computer Software 0.7%
         10,000    MTS Systems Corp. ..................................................................                 365,000
                                                                                                                  -------------
Diverse Electronic Products 1.4%
          5,500    Cohu, Inc. .........................................................................                 295,625
         10,700    Cubic Corp. ........................................................................                 403,925
                                                                                                                  -------------
                                                                                                                        699,550
                                                                                                                  -------------
Edp Peripherals 1.7%
          5,400    Black Box Corp.* ...................................................................                 236,250
         25,100    Gerber Scientific, Inc. ............................................................                 607,106
                                                                                                                  -------------
                                                                                                                        843,356
                                                                                                                  -------------
Electronic Components / Distributors 4.0%
          5,500    CTS Corp. ..........................................................................                 522,500
          8,700    Hutchinson Technology, Inc.* .......................................................                 291,994
          6,962    MicroAge Inc.* .....................................................................                 201,898
         15,600    Park Electrochemical Corp. .........................................................                 452,400
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       105
<PAGE>

AARP SMALL COMPANY STOCK FUND

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                                <C>
         14,200    Technitrol, Inc. ...................................................................                 565,338
                                                                                                                  -------------
                                                                                                                      2,034,130
                                                                                                                  -------------
Military Electronics 0.7%
         10,500    Watkins-Johnson Co. ................................................................                 351,750
                                                                                                                  -------------
Precision Instruments 1.0%
         15,900    Innovex, Inc. ......................................................................                 512,775
                                                                                                                  -------------
Semiconductors 0.7%
          1,800    Burr-Brown Corp.* ..................................................................                  60,075
         16,900    Chips & Technologies, Inc.* ........................................................                 270,400
                                                                                                                  -------------
                                                                                                                        330,475
                                                                                                                  -------------
Energy 1.7%
Oil & Gas Production 1.2%
         12,700    Lomak Petroleum, Inc. ..............................................................                 245,269
         19,700    Plains Resources, Inc.* ............................................................                 354,600
                                                                                                                  -------------
                                                                                                                        599,869
                                                                                                                  -------------
Oil Companies 0.3%
          5,500    Holly Corp. ........................................................................                 143,000
                                                                                                                  -------------
Oilfield Services / Equipment 0.2%
          5,600    Getty Realty Corp. .................................................................                  98,350
                                                                                                                  -------------
Metals & Minerals 5.3%
Steel & Metals
         21,400    Brush Wellman, Inc. ................................................................                 549,712
         10,400    Chaparral Steel Co. ................................................................                 159,250
         13,200    Cleveland-Cliffs, Inc. .............................................................                 575,850
          6,700    Commercial Metals Co. ..............................................................                 213,981
         14,400    Oregon Metallurgical Corp. .........................................................                 360,900
         15,100    Quanex Corp. .......................................................................                 529,444
         10,400    RMI Titanium Co.* ..................................................................                 260,000
                                                                                                                  -------------
                                                                                                                      2,649,137
                                                                                                                  -------------
Construction 6.5%
Building Materials 4.5%
          8,100    Ameron International Corp. .........................................................                 528,525
         65,800    Fedders Corp. ......................................................................                 394,800
          6,400    Florida Rock Industries, Inc. ......................................................                 380,800
         11,000    Lone Star Industries, Inc. .........................................................                 594,000
          4,400    Medusa Corp. .......................................................................                 209,550
          3,300    Southdown, Inc. ....................................................................                 180,263
                                                                                                                  -------------
                                                                                                                      2,287,938
                                                                                                                  -------------
Building Products 0.8%
         11,000    Zurn Industries, Inc. ..............................................................                 380,875
                                                                                                                  -------------
Homebuilding 0.2%
          2,800    Skyline Corp. ......................................................................                  83,650
                                                                                                                  -------------
Miscellaneous 1.0%
         22,400    Granite Construction, Inc. .........................................................                 518,000
                                                                                                                  -------------
Transportation 1.1%
Airlines 0.6%
          9,600    Alaska Air Group Inc.* .............................................................                 315,600
                                                                                                                  -------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       106
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                               <C>
Trucking 0.5%
          8,000    USFreightways Corp. ................................................................                 269,000
                                                                                                                  -------------
Utilities 5.5%
Electric Utilities 2.1%
         10,400    Black Hills Corp. ..................................................................                 304,850
         21,100    Northwestern Public Service Co. ....................................................                 389,031
         19,700    Public Service Co. of New Mexico ...................................................                 380,456
                                                                                                                  -------------
                                                                                                                      1,074,337
                                                                                                                  -------------
Natural Gas Distribution 3.0%
          7,700    Eastern Enterprises ................................................................                 287,306
         12,400    Energen Corp. ......................................................................                 440,975
         21,500    Laclede Gas Co. ....................................................................                 524,063
          7,100    Northwest Natural Gas Co. ..........................................................                 182,825
          2,400    ONEOK Inc. .........................................................................                  78,300
                                                                                                                  -------------
                                                                                                                      1,513,469
                                                                                                                  -------------
Water Supply 0.4%
          3,600    California Water Service Co. .......................................................                 177,975
                                                                                                                  -------------
                   Total Common Stocks (Cost $40,880,238) .............................................              48,514,364
                                                                                                                  -------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
   SUMMARY                                                                                     % OF NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------------
                   <S>                                                                            <C>                <C>
                   Total Investment Portfolio (Cost $43,791,238) (a) .......................      102.3              51,425,364
                   Other Assets and Liabilities, Net .......................................       (2.3)             (1,153,891)
                                                                                                 ------           -------------
                   Net Assets ..............................................................      100.0              50,271,473
                                                                                                 ======           =============
</TABLE>
       * Non-income producing security.

     (a) At September 30, 1997, the net unrealized  appreciation on investments 
         based on cost for federal income tax purposes of $43,791,238 was as 
         follows:

         Aggregate gross unrealized appreciation for all
         investments in which there is an excess of value over
         tax cost ............................................     $  7,693,178

         Aggregate gross unrealized depreciation for all 
         investments in which there is an excess of tax cost
         over value ..........................................          (59,052)
                                                                  -------------
         Net unrealized appreciation .........................     $  7,634,126
                                                                  =============

- --------------------------------------------------------------------------------
         Purchases and sales of investment securities (excluding short-term
         investments) for the period February 1, 1997 (commencement of
         operations) through September 30, 1997, aggregated $41,389,500 and
         $752,516, 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


                                       107
<PAGE>

AARP GLOBAL GROWTH FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($) (c)                                                                                                      Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                               <C>
- -------------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 11.1%
- -------------------------------------------------------------------------------------------------------------------------------

UNITED STATES
     16,489,000    Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 9/30/97 at 6.02% to be
                      repurchased at $16,491,757 on 10/01/97, collateralized by a $11,868,000 U.S. Treasury
                      Bond 9.875%, 11/15/15 (Cost $16,489,000) ........................................              16,489,000
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   BONDS 5.8%
- -------------------------------------------------------------------------------------------------------------------------------

UNITED KINGDOM 2.0%
GBP      1,627,000 United Kingdom Treasury Bond, 8.5%, 7/16/07 ........................................               2,995,714
                                                                                                                  -------------
UNITED STATES 3.8%
         5,600,000 U.S. Treasury Bond, 6.375%, 8/15/27 ................................................               5,575,472
                                                                                                                  -------------
                   Total Bonds (Cost $8,261,551) ......................................................               8,571,186
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   CONVERTIBLE BONDS 0.0%
- -------------------------------------------------------------------------------------------------------------------------------

GHANA
         13,000    Ashanti Capital Corp., 5.5%, 3/15/03 (Cost $13,000) ................................                  10,465
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   PREFERRED STOCK 0.3%
- -------------------------------------------------------------------------------------------------------------------------------

Shares
- -------------
KOREA
          7,919    Samsung Electronics Co., Ltd. (Major electronics manufacturer) (b)
                      (Cost $294,732) .................................................................                 324,463
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   COMMON STOCKS 85.0%
- -------------------------------------------------------------------------------------------------------------------------------

ARGENTINA 0.9%
         34,800    YPF S.A. "D" (ADR) (Petroleum company) .............................................               1,283,250
                                                                                                                  -------------
AUSTRALIA 2.3%
         68,600    Broken Hill Proprietary Co. Ltd. (Petroleum, minerals and steel) ...................                 800,235
        493,058    Foster's Brewing Group Ltd. (Leading brewery) ......................................               1,040,875
        166,200    Woodside Petroleum Ltd. (Major oil and gas producer) ...............................               1,588,145
                                                                                                                  -------------
                                                                                                                      3,429,255
                                                                                                                  -------------
AUSTRIA 0.4%
         14,100    Flughafen Wien AG (Operator of terminals and facilities at Vienna
                      International Airport) ..........................................................                 582,950
                                                                                                                  -------------
BERMUDA 1.4%
         30,520    EXEL Ltd. (ADR) (Provider of liability insurance) ..................................               1,817,848
          3,450    Mid Ocean Limited (Property and casualty insurance company) ........................                 218,644
                                                                                                                  -------------
                                                                                                                      2,036,492
                                                                                                                  -------------
BRAZIL 3.1%
         38,650    Aracruz Celulose S.A. (ADR) (Producer of eucalyptus kraft pulp) ....................                 794,741
      1,410,000    Companhia Cervejaria Brahma (pfd.) (Leading beer producer and distributor) .........               1,087,536
         55,200    Companhia Vale do Rio Doce (pfd.) (Diverse mining and industrial complex) ..........               1,345,297
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       108
<PAGE>

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

         25,800    Unibanco Uniao de Bancos Brasileiros SA (ADR) (Major bank) .........................                 944,925
         42,140    Usinas Siderurgicas de Minas Gerais S/A (pfd.) (Non-coated flat products and
                      electrolyte galvanized products) ................................................                 460,422
                                                                                                                  -------------
                                                                                                                      4,632,921
                                                                                                                  -------------
CANADA 1.3%
         16,200    Canadian National Railway Co. (Operator of one of Canada's two
                      principal railroads) ............................................................                 842,053
         35,850    Canadian Pacific Ltd. (Ord.) (Transportation and natural resource conglomerate) ....               1,062,040
                                                                                                                  -------------
                                                                                                                      1,904,093
                                                                                                                  -------------
FRANCE 4.2%
         17,830    AXA SA (Insurance group providing insurance, finance and real estate services) .....               1,195,979
         41,897    Assurances Generales de France (Health, life, fire, accident and special risk
                      insurance) ......................................................................               1,659,357
         29,607    Michelin "B" (Leading tire manufacturer) ...........................................               1,681,564
         25,766    Schneider SA (Manufacturer of electronic components and automated
                      manufacturing systems) ..........................................................               1,626,252
                                                                                                                  -------------
                                                                                                                      6,163,152
                                                                                                                  -------------
GERMANY 16.8%
          6,206    Allianz AG (Multi-line insurance company) ..........................................               1,497,272
         40,107    BASF AG (Leading international chemical producer) ..................................               1,448,160
         43,320    Bayer AG (Leading chemical producer) ...............................................               1,724,758
         38,346    Bayerische Vereinsbank AG (Commercial bank) ........................................               2,230,945
         40,686    Commerzbank AG (Worldwide multi-service bank) ......................................               1,466,764
         17,300    Daimler-Benz AG (Automobile and truck manufacturer) ................................               1,427,511
         23,505    Deutsche Telekom AG (Telecommunication services) ...................................                 454,948
         20,566    Deutsche Telekom AG (ADR) ..........................................................                 392,039
         56,300    Hoechst AG (Chemical producer) .....................................................               2,498,045
          4,286    Mannesmann AG (Bearer) (Diversified construction and technology company) ...........               2,042,396
          5,250    Munich Reinsurance AG (Insurance company) ..........................................               1,173,633
          1,730    Munich Reinsurance AG (Registered) .................................................                 582,558
         56,882    RWE AG (pfd.) (Producer and marketer of petroleum and chemical products) ...........               2,313,009
          4,455    SAP AG (pfd.) (Computer software manufacturer) .....................................               1,190,051
          8,860    Schering AG (Pharmaceutical and chemical producer) .................................                 929,900
         12,350    Siemens AG (Leading electrical engineering and electronics company) ................                 834,190
         30,723    VEBA AG (Electric utility, distributor of oil and chemicals) .......................               1,795,269
          2,060    VIAG AG (Provider of electrical power and natural gas services, aluminum
                      products, chemicals, ceramics and glass) ........................................                 921,955
                                                                                                                  -------------
                                                                                                                     24,923,403
                                                                                                                  -------------
GHANA 0.4%
         52,418    Ashanti Goldfields Co., Ltd. (ADS) (Leading gold producer) .........................                 576,598
                                                                                                                  -------------
HONG KONG 1.5%
        136,000    Hutchison Whampoa, Ltd. (Container terminal and real estate company) ...............               1,335,746
        351,000    Kerry Properties, Ltd. (Real estate company) .......................................                 830,098
                                                                                                                  -------------
                                                                                                                      2,165,844
                                                                                                                  -------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       109
<PAGE>

AARP GLOBAL GROWTH FUND

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                               <C>
JAPAN 8.7%
         56,000    Bridgestone Corp. (Leading automobile tire manufacturer) ...........................               1,345,095
         46,000    Canon Inc. (Leading producer of visual image and information equipment) ............               1,344,929
        144,000    Daiwa Securities Co., Ltd. (Brokerage and other financial services) ................                 882,594
          6,000    Jafco Co. Ltd. (Venture capital company) ...........................................                 263,387
         68,000    Matsushita Electric Industrial Co., Ltd. (Leading manufacturer of consumer
                      electronic products) ............................................................               1,227,813
         95,000    Minebea Co., Ltd. (Manufacturer of bearings, electronic equipment,
                      machinery parts) ................................................................               1,054,375
          3,400    Nichiei Co., Ltd. (Finance company for small- and medium-sized firms) ..............                 323,850
        105,000    Nomura Securities Co., Ltd. (Financial advisor, securities broker and underwriter) .               1,365,387
         10,300    SMC Corp. (Leading maker of pneumatic equipment) ...................................                 981,074
          2,700    Shohkoh Fund & Co., Ltd. (Finance company for small- and medium-sized firms) .......                 753,634
         10,000    Sony Corp. (Consumer electronic products manufacturer) .............................                 944,217
        128,000    Sumitomo Metal Industries, Ltd. (Leading integrated crude steel producer) ..........                 266,103
        101,000    Sumitomo Metal Mining Co., Ltd. (Leading gold, nickel and copper
                      mining company) .................................................................                 540,407
         99,000    The Nichido Fire & Marine Insurance Co., Ltd. (Property and casualty insurance
                      company) ........................................................................                 647,782
         83,000    Tokio Marine & Fire Insurance Co., Ltd. (Property and casualty insurance
                      company) ........................................................................                 996,811
                                                                                                                  -------------
                                                                                                                     12,937,458
                                                                                                                  -------------
KOREA 0.3%
          6,190    Samsung Display Devices Company (Leading manufacturer of CRT and
                      picture tubes) ..................................................................                 299,691
            131    Samsung Electronics Co., Ltd. (Major electronics manufacturer) (b) .................                  12,663
          7,970    Yukong, Ltd. (Korea's leading oil refiner) .........................................                 148,077
                                                                                                                  -------------
                                                                                                                        460,431
                                                                                                                  -------------
NETHERLANDS 2.7%
         19,599    AEGON Insurance Group NV (Insurance company) .......................................               1,569,811
         32,107    ING Groep NV (Insurance and financial services) ....................................               1,474,589
         11,800    Philips Electronics NV (Leading manufacturer of electrical equipment) ..............                 998,503
                                                                                                                  -------------
                                                                                                                      4,042,903
                                                                                                                  -------------
NEW ZEALAND 0.4%
        108,700    Telecom Corp. of New Zealand (Telecommunication services) ..........................                 551,538
                                                                                                                  -------------
SOUTH AFRICA 1.4%
         24,465    Anglo American Platinum Corp. Ltd. (ADR) (Leading platinum producer) ...............                 425,079
         82,460    Sasol Ltd. (Coal mining and processing, crude oil exploration and refining,
                      petrochemical production) .......................................................               1,136,800
         16,577    South African Breweries (Brewery) ..................................................                 481,073
                                                                                                                  -------------
                                                                                                                      2,042,952
                                                                                                                  -------------
SWEDEN 3.4%
         54,600    AGA AB "B" (Free) (Producer and distributor of industrial and medical gases) .......                 877,918
         54,626    Astra AB "A" (Free) (Pharmaceutical company) .......................................               1,007,926
         58,965    S.K.F. AB "B" (Free) (Manufacturer of roller bearings) .............................               1,717,465
         33,252    Skandia Foersaekrings AB (Free) (Financial conglomerate) ...........................               1,485,658
                                                                                                                  -------------
                                                                                                                      5,088,967
                                                                                                                  -------------
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       110
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                               <C>
SWITZERLAND 10.3%
          1,132    ABB AG (Manufacturer of electrical equipment) ......................................               1,667,064
         10,877    Ciba Specialty Chemical (Registered)* (Manufacturer of chemical products for
                      plastics, coatings, fibers and fabrics) .........................................               1,050,683
          1,865    Clariant AG (Registered) (Manufacturer of color chemicals) .........................               1,500,206
         14,558    Credit Suisse Group (Registered} (Provider of bank services, management services
                      and life insurance) .............................................................               1,966,756
          1,605    Holderbank Financiere Glaris AG (Bearer) (Cement producer) .........................               1,522,791
          1,257    Nestle SA (Registered) (Food manufacturer) .........................................               1,750,899
            727    Novartis AG (Bearer) (Pharmaceutical company) ......................................               1,119,615
            702    Novartis AG (Registered) ...........................................................               1,076,287
            886    Swiss Reinsurance (Registered) (Life, accident and health insurance company) .......               1,328,543
          5,154    Zurich Group (Registered) (Insurance) ..............................................               2,243,026
                                                                                                                  -------------
                                                                                                                     15,225,870
                                                                                                                  -------------
UNITED KINGDOM 9.5%
         95,476    BOC Group PLC (Producer of industrial gases) .......................................               1,707,682
        228,933    Carlton Communications PLC (Television post production products and services) ......               1,894,736
        276,300    General Electric Co., PLC (Manufacturer of power, communications and defense
                      equipment and other various electrical components) ..............................               1,737,798
        224,915    Lonrho PLC (Widely diversified industrial holding company) .........................                 418,942
        164,400    National Grid Group PLC* (Electric transmission system in England and Wales) .......                 752,698
         38,900    Norwich Union PLC* (Multi-line insurance company) ..................................                 210,786
         77,602    PowerGen PLC (Electric utility) ....................................................                 956,137
        110,454    Rio Tinto PLC (Mining and finance company) .........................................               1,763,479
         57,941    Reuters Holdings PLC (International news agency) ...................................                 686,795
        228,900    Shell Transport & Trading PLC (Part owner of Royal Dutch Shell Co.) ................               1,674,082
        105,820    SmithKline Beecham PLC (Manufacturer of ethical drugs and healthcare products) .....               1,032,469
         41,800    Unilever PLC (Manufacturer of consumer goods, food and personal care
                      products) .......................................................................               1,220,811
                                                                                                                  -------------
                                                                                                                     14,056,415
                                                                                                                  -------------
UNITED STATES 16.0%
         25,800    Advanced Micro Devices Inc.* (Manufacturer of semiconductors and
                      integrated circuits) ............................................................                 840,113
         22,000    Autoliv Inc. (Manufacturer of automobile safety bags) ..............................                 935,000
          5,600    Biogen Inc.* (Biotechnology research and development) ..............................                 181,650
         26,900    Boeing Co. (Manufacturer of jet airplanes) .........................................               1,464,369
         10,200    Boston Scientific Corp.* (Developer and producer of medical devices) ...............                 562,913
         16,750    Charles Schwab Corp. (Discount brokerage services.) ................................                 598,813
         11,000    Chiron Corp. (Developer of therapeutic and diagnostic products) ....................                 248,875
         46,700    Electronic Data Systems Corp. (Provider of information technology services) ........               1,657,850
         29,410    Enron Corp. (Major natural gas pipeline system) ....................................               1,132,285
         23,300    First Data Corp. (Credit-card processing services) .................................                 875,206
         15,200    Guidant Corp. (Developer and manufacturer of products used in minimally
                      invasive surgery) ...............................................................                 851,200
         23,500    International Business Machines Corp. (Principal manufacturer and servicer of
                      business and computing machines) ................................................               2,489,531
         18,110    MBIA Inc. (Insurer of municipal bonds) .............................................               2,271,673
         31,100    National Semiconductor Corp. (Manufacturer of integrated circuits and transistors)..               1,275,100
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       111
<PAGE>

AARP GLOBAL GROWTH FUND

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
         <C>       <S>                                                                                              <C>
         14,200    Newmont Mining Corp. (International gold exploration and mining company) ...........                 638,113
         22,200    Parametric Technology Corp.* (Mechanical design software producer) .................                 979,575
         19,500    Praxair Inc. (Producer of industrial gases and specialized coatings) ...............                 998,156
         28,300    Sabre Group Holdings Inc.* (Travel reservation system provider) ....................               1,013,494
         32,400    Stillwater Mining Co.* (Exploration and development of mines in Montana
                      producing platinum, palladium and associated metals) ............................                 690,525
         21,500    Tele-Communications International, Inc. "A"* (Telecommunication and broadband
                      cable television services)                                                                        352,063
         17,200    Toys "R" Us Inc.* (Discount toy supermarts) ........................................                 610,600
         29,800    UNUM Corp. (Provider of disability, health and life insurance and group pension
                      products) .......................................................................               1,359,625
         43,800    US Airways Group, Inc.* (Major airline) ............................................               1,812,225
                                                                                                                  -------------
                                                                                                                     23,838,954
                                                                                                                  -------------
                   Total Common Stocks (Cost $103,984,653) ............................................             125,943,446
                                                                                                                  -------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
   SUMMARY                                                                                     % OF NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------------

                   <S>                                                                               <C>            <C>    
                   Total Investment Portfolio (Cost $129,042,936) (a) ......................         102.2          151,338,560
                   Other Assets and Liabilities, Net .......................................          (2.2)          (3,309,187)
                                                                                                    ------        -------------
                   Net Assets ..............................................................         100.0          148,029,373
                                                                                                    ======        =============
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
      * Non income producing security.

    (a) At September 30, 1997, the net unrealized  appreciation  on investments 
        based on cost for federal income tax purposes of $129,256,538 was as 
        follows:

        Aggregate gross unrealized appreciation for all
        investments in which there is an excess of value over 
        tax cost .............................................     $ 25,789,866

        Aggregate gross unrealized depreciation for all
        investments in which there is an excess of tax cost
        over value ...........................................       (3,707,844)
                                                                  -------------
        Net unrealized appreciation ..........................     $ 22,082,022
                                                                  =============

    (b) Securities valued in good faith by the Valuation Committee of the Board
        of Trustees amounted to $337,126 (0.23% of net assets). Their values
        have been estimated by the Board of Trustees in the absence of readily
        ascertainable market values. However, because of the inherent
        uncertainty of valuation, those estimated values may differ
        significantly from the values that would have been used had a ready
        market for the securities existed, and the difference could be material.
        The cost of these securities at September 30, 1997 was $301,565. These
        securities may also have certain restrictions as to resale.

    (c) Principal amount is stated U.S. Dollars, unless otherwise specificed.
- --------------------------------------------------------------------------------
        Purchases and sales of investment securities (excluding short-term
        investments) for the year ended September 30, 1997 aggregated
        $69,664,433 and $31,753,087, 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.

        Currency Abbreviations
        GBP      British Pound

     The accompanying notes are an integral part of the financial statements


                                       112
<PAGE>

AARP INTERNATIONAL STOCK FUND

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Principal                                                                                                            Market
Amount ($) (b)                                                                                                      Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                   <S>                                                                                             <C>
- -------------------------------------------------------------------------------------------------------------------------------
   REPURCHASE AGREEMENTS 6.9%
- -------------------------------------------------------------------------------------------------------------------------------

      1,404,000       Repurchase Agreement with Donaldson, Lufkin & Jenrette
                      dated 9/30/97 at 6.02% to be repurchased at $1,404,235 on
                      10/01/97, collateralized by a $1,446,000
                      U.S. Treasury Bond, 6.25%, 8/15/23 (Cost $1,404,000) ............................               1,404,000
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   CONVERTIBLE BONDS 3.4%
- -------------------------------------------------------------------------------------------------------------------------------

HONG KONG 1.4%
        250,000    Hysan Development Finance Co., Ltd., 6.75%, 6/01/00 ................................                 282,500
                                                                                                                  -------------
JAPAN 1.3%
        250,000    MBL International Finance Bermuda, 3%, 11/30/02 ....................................                 272,500
                                                                                                                  -------------
UNITED KINGDOM 0.7%
GBP      60,000    Royal & Sun Alliance Insurance Group PLC, 7.25%, 11/30/08 ..........................                 146,353
                                                                                                                  -------------
                   Total Convertible Bonds (Cost $678,726) ............................................                 701,353
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   PREFERRED STOCK 2.2%
- -------------------------------------------------------------------------------------------------------------------------------

Shares
- -------------
AUSTRIA
         11,070    Bank Austria AG (Commercial and corporate banking and financial services)
                      (Cost $362,988) .................................................................                 441,607
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   COMMON STOCKS 88.8%
- -------------------------------------------------------------------------------------------------------------------------------

AUSTRALIA 2.8%
         22,342    Commonwealth Bank of Australia (Bank) ..............................................                 276,184
        135,122    Foster's Brewing Group, Ltd. (Leading brewery) .....................................                 285,251
                                                                                                                  -------------
                                                                                                                        561,435
                                                                                                                  -------------
CANADA 3.3%
          9,500    BCE, Inc. (Telecommunication services) .............................................                 284,182
         20,200    Moore Corp. Ltd. (Manufacturer of business communication products) .................                 381,408
                                                                                                                  -------------
                                                                                                                        665,590
                                                                                                                  -------------
FINLAND 3.9%
         81,040    Merita Ltd. "B" (Financial services group) .........................................                 376,791
         44,130    Metsa-Serla Oy "B" (Manufacturer of papers, corrugated and paper board, soft and
                      hardwood pulp) ..................................................................                 406,190
                                                                                                                  -------------
                                                                                                                        782,981
                                                                                                                  -------------
FRANCE 10.2%
            745    Bongrain SA (Manufacturer of cheese and other dairy products) ......................                 278,739
          3,590    Dexia France (Municipal and local development financing) ...........................                 340,032
          5,076    Havas SA (Advertising, publishing and broadcasting conglomerate) ...................                 344,502
          7,830    Scor SA (Property, casualty and life reinsurance company) ..........................                 338,220
          2,615    Societe Nationale Elf Aquitaine (Petroleum company) ................................                 349,049
         11,212    Sommer-Allibert (Manufacturer of plastic products for automotive industry) .........                 425,162
                                                                                                                  -------------
                                                                                                                      2,075,704
                                                                                                                  -------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       113
<PAGE>

AARP INTERNATIONAL STOCK FUND

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                                <C>
GERMANY 10.6%
         12,098    BHF-Bank AG (Universal banking services) ...........................................                 392,323
          6,520    Bayer AG (Leading chemical producer) ...............................................                 259,590
            200    Dyckerhoff AG (Producer of cement, ready-mixed concrete and
                      finishing products) .............................................................                  71,309
            852    Dyckerhoff AG (pfd.) ...............................................................                 304,260
          6,220    Hochtief AG (Construction and civil engineering services) ..........................                 284,079
          5,715    Moebel Walther AG (pfd) (Furniture retailer) .......................................                 283,009
          6,500    RWE AG (Producer and marketer of petroleum and chemical products) ..................                 314,709
          1,056    Thyssen AG (Manufacturer of capital goods and steel products) ......................                 246,228
                                                                                                                  -------------
                                                                                                                      2,155,507
                                                                                                                  -------------
IRELAND 2.3%
         52,536    Allied Irish Bank PLC (Bank) .......................................................                 462,874
                                                                                                                  -------------
ITALY 4.3%
         54,000    Banca Commerciale Italiana SpA (Commercial bank) ...................................                 155,128
         11,400    La Rinascente SpA (Department store chain) .........................................                  87,419
         89,000    La Rinascente SpA di Risparmio .....................................................                 323,716
         78,000    Telecom Italia SpA (Telecommunications, electronics, network construction) .........                 303,358
                                                                                                                  -------------
                                                                                                                        869,621
                                                                                                                  -------------
JAPAN 9.3%
             83    East Japan Railway Co. (Railroad operator) .........................................                 389,100
         30,000    Matsushita Electric Works, Inc. (Leading maker of building materials and
                      lighting equipment) .............................................................                 313,082
         71,000    Mitsubishi Rayon Co., Ltd. (Producer of acrylic and polyester fibers) ..............                 228,757
          4,400    Nintendo Co., Ltd. (Game equipment manufacturer) ...................................                 411,811
         27,000    Nippon Meat Packers, Inc. (Leading meat processor) .................................                 357,808
         91,000    Sumitomo Metal Industries, Ltd. (Leading integrated crude steel producer) ..........                 189,183
                                                                                                                  -------------
                                                                                                                      1,889,741
                                                                                                                  -------------
MALAYSIA 0.8%
        102,000    Guinness Anchor (Brewery) ..........................................................                 157,201
                                                                                                                  -------------
NETHERLANDS 7.5%
          2,900    DSM NV (Plastics producer) .........................................................                 283,282
          9,530    KLM Royal Dutch Air Lines NV (World-wide full service airline) .....................                 332,815
          9,510    Koninklijke Nedlloyd Groep NV (Container shipping and transportation) ..............                 318,736
          7,100    Koninklijke PTT Nederland (Telecommunication services) .............................                 278,991
          5,480    Royal Dutch Petroleum Co. (Owner of 6% of Royal Dutch/Shell Group) .................                 306,754
                                                                                                                  -------------
                                                                                                                      1,520,578
                                                                                                                  -------------
NEW ZEALAND 2.2%
         87,800    Air New Zealand Ltd. "B" (Scheduled commercial airline) ............................                 226,121
         43,300    Telecom Corp. of New Zealand (Telecommunication services) ..........................                 219,701
                                                                                                                  -------------
                                                                                                                        445,822
                                                                                                                  -------------
SPAIN 6.0%
         17,200    Autopistas del Mare Nostrum SA (Builder and operator of toll motorways) ............                 278,850
         13,100    Banco Bilbao Vizcaya SA (Commercial bank) ..........................................                 403,259
          8,900    Compania Telefonica Nacional de Espana S.A. (Telecommunication services) ...........                 279,634
         20,000    Iberdrola SA (Electric utility) ....................................................                 245,863
                                                                                                                  -------------
                                                                                                                      1,207,606
                                                                                                                  -------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       114
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                               <C>
SWEDEN 6.9%
         10,050    AssiDoman AB (Forestry group) ......................................................                 343,058
          9,740    OM Gruppen AB (Free) (Operator of financial exchanges and
                      clearing organizations) .........................................................                 331,834
         12,540    S.K.F. AB "B" (Free) (Manufacturer of roller bearings) .............................                 365,251
         15,250    Svedala Industri AB (Manufacturer of machinery for construction, mineral processing
                      and materials handling) .........................................................                 355,750
                                                                                                                  -------------
                                                                                                                      1,395,893
                                                                                                                  -------------
SWITZERLAND 6.7%
            255    Clariant AG (Registered) (Manufacturer of color chemicals) .........................                 205,122
            236    Georg Fischer AG (Bearer) (Manufacturer of automotive products and piping
                      systems) ........................................................................                 363,451
          7,413    Sika Finanz AG (Manufacturer of water management products and systems) .............                 394,986
            412    Winterthur Schweizerische Versicherungs-Gesellschaft "B"(Multi-line insurance
                   company) ...........................................................................                 402,511
                                                                                                                  -------------
                                                                                                                      1,366,070
                                                                                                                  -------------
UNITED KINGDOM 12.0%
         94,780    Albright & Wilson PLC (Manufacturer of phosphates,susrfactants and
                      specialty chemicals) ............................................................                 254,498
         57,010    Courtaulds Textiles PLC (Producer of clothing, fabrics and home furnishings) .......                 329,145
         74,610    Dorling Kindersley Holdings PLC (Book publisher) ...................................                 347,735
         31,229    Energy Group PLC (Electricity generation and distribution) .........................                 327,863
         49,480    General Electric Co., PLC (Manufacturer of power, communications and defense
                      equipment and other various electrical components) ..............................                 311,206
         32,100    Harrisons & Crosfield PLC (Manufacturer of chemicals, timber products, pet food,
                      flour, breakfast cereals and other consumer products) ...........................                  63,674
            581    Railtrack Group PLC (Operator of most of British railway infrastructure) ...........                   8,412
         31,300    Rank Group PLC (Diversified leisure services: hotels, amusement machines,
                      restaurants, film and television) ...............................................                 183,738
         23,629    Royal & Sun Alliance Insurance Group PLC (Multi-line insurance
                      holding company) ................................................................                 222,777
         68,250    Tomkins PLC (Manufacturer of fluid controls, industrial products, garden
                      and leisure products) ...........................................................                 383,120
                                                                                                                  -------------
                                                                                                                      2,432,168
                                                                                                                  -------------
                   Total Common Stocks (Cost $16,657,754) .............................................              17,988,791
                                                                                                                  -------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
   PURCHASED OPTIONS 0.4%
- -------------------------------------------------------------------------------------------------------------------------------

Principal
Amount
- -------------
<S>              <C>                                                                                              <C>
FRF  1,719,000   Put on French Francs, strike price 5.73 FRF, expires 12/18/97 ......................                    10,366
FRF  6,515,000   Put on French Francs, strike price 6.07 FRF, expires 12/16/97 ......................                     8,144
DEM    510,000   Put on Deutsche Marks, strike price 1.7 DEM, expires 12/18/97 ......................                    11,189
DEM  1,930,000   Put on Deutsche Marks, strike price 1.81 DEM, expires 12/16/97 .....................                     7,720
JPY 92,800,000   Put on Japanese Yen, strike price 116 JPY, expires 11/20/97 ........................                    29,527
GBP    651,466   Put on British Pounds, strike price .6515 GBP, expires 2/11/98 .....................                     7,622
GBP    194,805   Put on British Pounds, strike price .6494 GBP, expires 12/18/97 ....................                     1,116
                                                                                                                  -------------
                   Total Purchased Options (Cost $69,986) .............................................                  75,684
                                                                                                                  -------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       115
<PAGE>

AARP INTERNATIONAL STOCK FUND

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

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

- -------------------------------------------------------------------------------------------------------------------------------
   SUMMARY                                                                                     % OF NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------------
                   <S>                                                                             <C>            <C>
                   Total Investment Portfolio (Cost $19,173,454) (a) .......................         101.7           20,611,435
                   Other Assets and Liabilities, Net .......................................          (1.7)            (352,373)
                                                                                                    ------        -------------
                   Net Assets ..............................................................         100.0           20,259,062
                                                                                                    ======        =============
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    (a) At September 30, 1997, the net unrealized appreciation on investments
        based on cost for federal income tax purposes of $19,189,089 was as
        follows:

        Aggregate gross unrealized appreciation for all
        investments in which there is an excess of value over
        tax cost .............................................      $ 1,772,122

        Aggregate gross unrealized depreciation for all
        investments in which there is an excess of tax cost 
        over value ...........................................         (349,776)
                                                                  -------------
        Net unrealized appreciation ..........................     $  1,422,346
                                                                  =============

    (b) Principal amount is stated U.S. Dollars, unless otherwise specificed.
- --------------------------------------------------------------------------------
        Purchases and sales of investment securities (excluding short-term
        investments) for the period February 1, 1997 (commencement of
        operations) through September 30, 1997, aggregated $20,963,300 and
        $3,455,984, 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.

        Currency Abbreviations
        FRF      French Francs
        DEM      Deutsche Marks
        GBP      British Pound
        JPY      Japanese Yen

     The accompanying notes are an integral part of the financial statements


                                       116
<PAGE>

AARP DIVERSIFIED INCOME PORTFOLIO

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                            <C>
- -------------------------------------------------------------------------------------------------------------------------------
   Money Market 13.6%
- -------------------------------------------------------------------------------------------------------------------------------

      5,904,485    AARP High Quality Money Fund (Cost $5,904,485) .....................................               5,904,485
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   Fixed Income 60.9%
- -------------------------------------------------------------------------------------------------------------------------------

        858,612    AARP Bond Fund for Income ..........................................................              13,050,907
        883,992    AARP GNMA and U.S. Treasury Fund ...................................................              13,401,317
                                                                                                                  -------------
                   Total Fixed Income (Cost $26,016,430) ..............................................              26,452,224
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   Equity 25.6%
- -------------------------------------------------------------------------------------------------------------------------------

        205,649    AARP Global Growth Fund ............................................................               3,956,680
         85,076    AARP Growth and Income Fund ........................................................               4,953,126
        122,492    AARP U.S. Stock Index Fund .........................................................               2,203,628
                                                                                                                  -------------
                   Total Equity (Cost $9,714,654) .....................................................              11,113,434
                                                                                                                  -------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
   SUMMARY                                                                                     % OF NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------------
                   <S>                                                                            <C>             <C>
                   Total Investment Portfolio (Cost $41,635,569) (a) .......................        100.1            43,470,143
                                                                                                 
                   Other Assets and Liabilities, Net .......................................         (0.1)              (23,725)
                                                                                                   ------         -------------
                   Net Assets ..............................................................        100.0            43,446,418
                                                                                                   ======         =============
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   (a) At September 30, 1997, the net unrealized appreciation on investments 
       based on cost for federal income tax purposes of $41,635,569 was as 
       follows:

       Aggregate gross unrealized appreciation for all
       investments in which there is an excess of value over
       tax cost ..............................................        $1,834,574

       Aggregate  gross unrealized depreciation for all 
       investments in which there is an excess of tax cost 
       over value ............................................                --
                                                                   -------------
       Net unrealized appreciation ...........................        $1,834,574
                                                                   =============

- --------------------------------------------------------------------------------
       Purchases and sales of investment securities (excluding money market
       investments) for the period February 1, 1997 (commencement of operations)
       to September 30, 1997, aggregated $36,584,675 and $897,867, 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


                                       117
<PAGE>

AARP DIVERSIFIED GROWTH PORTFOLIO

- --------------------------------------------------------------------------------
   LIST OF INVESTMENTS AS OF SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                     Market
Shares                                                                                                              Value ($)
- -------------------------------------------------------------------------------------------------------------------------------
<C>                <S>                                                                                            <C>
- -------------------------------------------------------------------------------------------------------------------------------
   Money Market 1.0%
- -------------------------------------------------------------------------------------------------------------------------------

        603,912    AARP High Quality Money Fund (Cost $603,912) .......................................                 603,912
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   Fixed Income 35.5%
- -------------------------------------------------------------------------------------------------------------------------------

        722,677    AARP Bond Fund for Income ..........................................................              10,984,684
        723,016    AARP GNMA and U.S. Treasury Fund ...................................................              10,960,917
                                                                                                                  -------------
                   Total Fixed Income (Cost $21,691,978) ..............................................              21,945,601
                                                                                                                  -------------
- -------------------------------------------------------------------------------------------------------------------------------
   Equity 63.6%
- -------------------------------------------------------------------------------------------------------------------------------

         42,447    AARP Capital Growth Fund ...........................................................               2,455,106
        322,951    AARP Global Growth Fund ............................................................               6,213,584
        257,671    AARP Growth and Income Fund ........................................................              15,001,622
        254,687    AARP International Stock Fund ......................................................               4,421,367
        221,737    AARP Small Company Stock Fund ......................................................               4,441,387
        375,938    AARP U.S. Stock Index Fund .........................................................               6,763,123
                                                                                                                  -------------
                   Total Equity (Cost $35,603,426) ....................................................              39,296,189
                                                                                                                  -------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
   SUMMARY                                                                                     % OF NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------------
                   <S>                                                                             <C>            <C>
                   Total Investment Portfolio (Cost $57,899,316) (a) .......................        100.1            61,845,702

                   Other Assets and Liabilities, Net .......................................         (0.1)              (48,884)
                                                                                                   ------         -------------
                   Net Assets ..............................................................        100.0            61,796,818
                                                                                                   ======         =============
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
  (a) At September 30, 1997, the net unrealized appreciation on investments
      based on cost for federal income tax purposes of $57,900,360 was as
      follows:

      Aggregate gross unrealized appreciation for all 
      investments in which there is an excess of value over 
      tax cost ...............................................        $3,945,342

      Aggregate gross unrealized depreciation for all
      investments in which there is an excess of tax cost 
      over value .............................................                --
                                                                   -------------
      Net unrealized appreciation ............................        $3,945,342
                                                                   =============
- --------------------------------------------------------------------------------
      Purchases and sales of investment securities (excluding money market
      investments) for the period beginning February 1, 1997 (commencement of
      operations) to September 30, 1997, aggregated $58,780,646 and $1,567,375,
      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


                                       118
<PAGE>








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


                        Financial Statements are records of the financial status
                        of an organization.  They are prepared by management and
                        must conform to Generally Accepted Accounting Principles
                        (GAAP), which are standards established by the Financial
                        Accounting  Standards  Board (FASB),  the Securities and
                        Exchange Commission (SEC), and various committees of the
                        American   Institute  of  Certified  Public  Accountants
                        (AICPA).
                        
                        The  AARP  Investment   Program's  Financial  Statements
                        consist of three different financial statements for each
                        AARP Mutual Fund:  Statements of Assets and Liabilities,
                        Statements of  Operations,  and Statements of Changes in
                        Net Assets.  The Notes to Financial  Statements  explain
                        the  significant   accounting  policies  that  financial
                        statements reflect.


                                      119
<PAGE>


                        STATEMENTS OF ASSETS AND LIABILITIES

                        The Statements of Assets and  Liabilities  show the AARP
                        Investment Program's assets.
                        
                        Assets include:
                        
                        o    Investments at value:  The market value of the AARP
                             Mutual  Fund's  holdings  on  the  last  day of the
                             fiscal year;
                        
                        o    Cash:  The actual amount of the  uninvested  assets
                             held in each AARP Mutual Fund;
                        
                        o    Receivables:  Money  owed to an AARP  Mutual  Fund.
                             Sources of receivables include:
                        
                             o    Investments  sold:  For which the cash will be
                                  paid to the Fund on a later settlement date;
                        
                             o    Fund shares sold:  Proceeds that the Fund will
                                  receive from shares sold to shareholders;
                        
                             o    Dividends  and  interest  earned  on the  AARP
                                  Mutual  Funds  securities  but not yet paid to
                                  the Fund;
                        
                             o    Expense   reimbursements  due  from  the  Fund
                                  manager.
                        
                        o    Daily  variation  margin on open futures  contract:
                             Payments  due to/from  the broker that  reflect the
                             change  in  value  from  the  previous  day  of any
                             futures  contract  held  in an AARP  Mutual  Fund's
                             portfolio (this figure could show up as an asset or
                             a liability).
                        
                        Liabilities include amounts owed for:

                        o    Investments  purchased  for the AARP Mutual  Fund's
                             portfolio but that are not yet paid for;
                        
                        o    Fund   shares   redeemed   but  not  yet   paid  to
                             shareholders;
                        
                        o    Dividends    declared   but   not   yet   paid   to
                             shareholders;
                        
                        o    Management  fees  and  shareholder  servicing  fees
                             incurred but unpaid at fiscal year end;
                        
                        o    Administrative  expenses  incurred  but  unpaid  at
                             fiscal year end;
                        
                        o    Other  accrued  expenses  incurred  but  unpaid  at
                             fiscal year end.
                        
                        The   section  Net  Assets   Consist  Of  includes   the
                        following:
                        
                        o    Undistributed   (overdistributed)   net  investment
                             income:   An   AARP   Mutual   Fund's   accumulated
                             investment    income   less   expenses   and   less
                             distributions paid from net investment income;
                        

                                      120
<PAGE>

                        o    Unrealized   appreciation   (or   depreciation)  on
                             investments:   Represents   the  current  value  of
                             investments held less their cost;
                        
                        o    Accumulated  net realized  capital gain (loss):  An
                             AARP Mutual Fund's  accumulated  realized gains and
                             losses   from   sales   of    investments,    minus
                             distributions paid from net realized gains;
                        
                        o    Paid-in capital: Represents the dollars invested by
                             shareholders,  minus the  amount of money  redeemed
                             since each fund began operations.
                        
                        The Statement of Assets and  Liabilities  also shows the
                        net asset  value (NAV) for each AARP  Mutual  Fund.  Net
                        asset  value is  calculated  by  taking  a fund's  total
                        assets (securities,  cash, etc.), deducting liabilities,
                        and then  dividing  this  amount by the total  number of
                        shares outstanding.
                        
                        STATEMENTS OF OPERATIONS
                        
                        The Statements of Operations  includes investment income
                        from  interest and  dividends  and the various  expenses
                        associated  with the  operation of the AARP Mutual Funds
                        for the period ended  September 30, 1997. The Statements
                        of  Operations  also  shows  net gains  and  losses  for
                        various  categories  of  investments,  both realized and
                        unrealized  gains and losses for securities  sold and in
                        each AARP Mutual Fund's portfolio. The bottom line tells
                        you  whether  each AARP  Mutual  Fund's net assets  have
                        increased or decreased as a result of fund operations.
                        
                        STATEMENTS OF CHANGES
                        
                        The  Statements  of  Changes   compares   increases  and
                        decreases  from each AARP Mutual Fund's  operations  and
                        shareholder  transactions  with  those  of the  previous
                        year.  Most  of the  terms  used  in the  Statements  of
                        Changes  are  identical  to  those  that are used in the
                        other two  statements.  The  categories  in the sections
                        Fund Shares Transaction include:

                        o    Proceeds  from  the  sale  of  shares:  The  amount
                             received by selling new shares to shareholders;
                        
                        o    Net asset value of shares  issued due to reinvested
                             dividends and distributions;
                        
                        o    Cost of shares redeemed (or sold):  The amount paid
                             to shareholders  from the exchange or redemption of
                             shares.
                        
                                      121
<PAGE>

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
   STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 AARP High             AARP High            AARP GNMA             AARP High
                                                  Quality           Quality Tax Free        and U.S.               Quality
   September 30, 1997                             Money Fund           Money Fund         Treasury Fund           Bond Fund
<S>                                            <C>                  <C>                 <C>                    <C>           
- -----------------------------------------------------------------------------------------------------------------------------
   ASSETS
- -----------------------------------------------------------------------------------------------------------------------------

Investments, at value (for cost, see accom-
   panying lists of investment portfolios) ..  $ 469,756,371        $  103,670,313      $ 4,748,261,020        $  448,865,382
Cash ........................................            244               123,586                  651                   479
Receivable on investments sold ..............             --                    --                   --               256,069
Investment income receivable ................      3,373,222               562,596           36,836,345             6,866,968
Receivable on Fund shares sold ..............        899,351               109,045              713,650                53,672
Daily variation margin on futures
   contracts ................................             --                    --                   --                    --
Reimbursement from Fund Manager .............             --                    --                   --                    --
Deferred organization expenses ..............             --                    --                   --                    --
Other assets ................................         10,193                 2,858              120,992                39,230
                                               -------------        --------------      ---------------        --------------
Total assets ................................    474,039,381           104,468,398        4,785,932,658           456,081,800

- -----------------------------------------------------------------------------------------------------------------------------
   LIABILITIES
- -----------------------------------------------------------------------------------------------------------------------------

Investments purchased .......................             --             1,509,060          187,140,625                    --
Fund shares redeemed ........................      2,239,130               214,719            1,696,937               191,278
Dividends payable ...........................        144,537                48,414           10,425,046               669,462
Unrealized depreciation on forward
   currency exchange contracts ..............             --                    --                   --                    --
Management fee payable ......................        149,303                32,489            1,517,280               176,377
Other payables and accrued expenses .........        195,544                49,823            1,172,310               175,165
                                               -------------        --------------      ---------------        --------------
Total liabilities ...........................      2,728,514             1,854,505          201,952,198             1,212,282
- -----------------------------------------------------------------------------------------------------------------------------
Net assets at value .........................  $ 471,310,867        $  102,613,893      $ 4,583,980,460        $  454,869,518
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
   NET ASSETS CONSIST OF:
- -----------------------------------------------------------------------------------------------------------------------------

Undistributed (overdistributed)
   net investment income ....................  $          --         $          --        $          --        $      176,290
Net unrealized appreciation (depreciation) on:
   Investments ..............................       (120,463)                   --           83,544,632             6,424,227
   Futures contracts ........................             --                    --                   --                    --
   Written options ..........................             --                    --                   --                    --
   Foreign currency related transactions ....             --                    --                   --                    --
Accumulated net realized capital gain (loss)        (136,136)             (836,922)        (323,254,674)          (10,524,044)
Paid-in capital .............................    471,567,466           103,450,815        4,823,690,502           458,793,045
- -----------------------------------------------------------------------------------------------------------------------------
Net assets at value .........................  $ 471,310,867        $  102,613,893      $ 4,583,980,460        $  454,869,518
- -----------------------------------------------------------------------------------------------------------------------------
Shares of beneficial interest outstanding* ..    471,432,488           102,619,379           302,304,535           28,196,489
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, offering and
   redemption price per share ...............          $1.00                 $1.00               $15.16                $16.13
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Unlimited number of shares authorized, $.01 par value, except the AARP
      High Quality Tax Free Money Fund, which has a $.001 par value.

     The accompanying notes are an integral part of the financial statements


                                       122
<PAGE>

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

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

<TABLE>
<CAPTION>
    AARP Insured                  AARP Bond              AARP Balanced              AARP Growth                AARP U.S.
  Tax Free General                 Fund for             Stock and Bond              and Income               Stock Index
    Bond Fund                      Income                    Fund                      Fund                      Fund
<S>                          <C>                        <C>                     <C>                          <C>          
- --------------------------------------------------------------------------------------------------------------------------

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

   $ 1,683,454,483           $   57,495,943             $  634,477,699          $  6,573,981,871             $  36,649,254
           218,560                    1,429                      7,264                     1,690                       122
        12,980,844                   25,607                  1,418,573                27,239,065                 1,291,793
        20,297,706                  575,279                  3,527,445                18,166,923                    57,781
           280,081                  244,005                    593,571                 2,741,932                    68,509

           324,844                       --                         --                        --                     1,271
                --                  111,787                         --                        --                    86,150
                --                   12,137                     11,890                        --                    14,743
            31,162                       --                      6,720                    74,337                        --
  ----------------           --------------             --------------          ----------------             -------------
     1,717,587,680               58,466,187                640,043,162             6,622,205,818                38,169,623

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

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

         1,424,850                       --                    858,877                10,271,423                        --
           484,021                   10,676                    312,782                 1,779,871                     7,145
         2,722,669                   76,713                         --                        --                        --

                --                       --                         --                        --                        --
           664,141                       --                    257,599                 2,495,173                        --
           283,831                   54,652                    257,647                 1,646,454                    77,405
  ----------------           --------------             --------------          ----------------             -------------
         5,579,512                  142,041                  1,686,905                16,192,921                    84,550
- --------------------------------------------------------------------------------------------------------------------------
  $  1,712,008,168           $   58,324,146             $  638,356,257          $  6,606,012,897             $  38,085,073
- --------------------------------------------------------------------------------------------------------------------------

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

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

  $             --           $           --             $      225,657          $      3,321,388             $       6,274

       141,004,771                  855,121                121,203,720             2,130,532,014                 3,736,328
        (2,274,896)                      --                         --                        --                     9,339
                --                       --                         --                        --                        --
                --                       --                        131                    12,921                        --
       (23,167,336)                  39,320                 25,974,502               517,023,954                   208,407
     1,596,445,629               57,429,705                490,952,247             3,955,122,620                34,124,725
- --------------------------------------------------------------------------------------------------------------------------
  $  1,712,008,168           $   58,324,146             $  638,356,257          $  6,606,012,897             $  38,085,073
- --------------------------------------------------------------------------------------------------------------------------
        92,944,577                3,836,332                 29,829,626               113,474,683                 2,117,187
- --------------------------------------------------------------------------------------------------------------------------

            $18.42                   $15.20                     $21.40                    $58.22                    $17.99
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       123
<PAGE>

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
   STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

                                                     AARP Capital    AARP Small
                                                       Growth         Company
September 30, 1997                                      Fund         Stock Fund
- --------------------------------------------------------------------------------
   ASSETS
- --------------------------------------------------------------------------------
Investments, at value (for cost, see accompanying
   lists of investment portfolios) ..............  $1,228,203,456   $51,425,364
Cash ............................................             363        42,863
Receivable on investments sold ..................              --            --
Investment income receivable ....................       1,137,338        39,250
Receivable on Fund shares sold ..................         234,479       581,717
Daily variation margin on futures                                  
   contracts ....................................              --            --
Reimbursement from Fund Manager .................              --            --
Deferred organization expenses ..................              --        11,291
Other assets ....................................          13,675            --
                                                   --------------   -----------
Total assets ....................................   1,229,589,311    52,100,485
                                                                  
- --------------------------------------------------------------------------------
   LIABILITIES
- --------------------------------------------------------------------------------

Investments purchased ...........................              --     1,648,527
Fund shares redeemed ............................         255,633        14,414
Dividends payable ...............................              --            --
Unrealized depreciation on forward currency
   exchange contracts ...........................              --            --
Management fee payable ..........................         600,966            --
Other payables and accrued expenses .............         352,758       166,071
                                                   --------------   -----------
Total liabilities ...............................       1,209,357     1,829,012
- --------------------------------------------------------------------------------
Net assets at value .............................  $1,228,379,954   $50,271,473
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------

Undistributed (overdistributed)
   net investment income ........................  $    6,420,037   $    71,236
Net unrealized appreciation (depreciation) on:
   Investments ..................................     453,509,647     7,634,126
   Futures contracts ............................              --            --
   Written options ..............................              --            --
   Foreign currency related transactions ........              --            --
Accumulated net realized capital gain (loss) ....      90,878,235       243,255
Paid-in capital .................................     677,572,035    42,322,856
- --------------------------------------------------------------------------------
Net assets at value .............................  $1,228,379,954   $50,271,473
- --------------------------------------------------------------------------------
Shares of beneficial interest outstanding* ......      21,237,515     2,510,889
- --------------------------------------------------------------------------------
Net asset value, offering and redemption
   price per share ..............................          $57.84        $20.02
- --------------------------------------------------------------------------------
*     Unlimited number of shares authorized, $.01 par value, except the AARP
      High Quality Tax Free Money Fund, which has a $.001 par value.

     The accompanying notes are an integral part of the financial statements


                                       124
<PAGE>

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

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

      AARP Global             AARP          AARP Diversified  AARP Diversified
       Growth            International           Income           Growth
        Fund               Stock Fund           Portfolio        Portfolio
- --------------------------------------------------------------------------------

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

    $ 151,338,560        $ 20,611,435         $43,470,143       $61,845,702
              851             101,747                  --                --
          192,871                  --             143,860           209,786
          395,359              70,659             163,695           115,643
          103,204              34,586              41,640            42,023

               --                  --                  --                --
               --              21,309                  --                --
            9,150              11,291                  --                --
            1,366                  --                  --                --
    -------------        ------------         -----------       -----------
      152,041,361          20,851,027          43,819,338        62,213,154

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

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

        3,511,603             476,638             307,431           325,338
            5,759              35,068              23,188            90,998
               --                  --              42,301

          248,684                  --                  --                --
           81,713                  --                  --                --
          164,229              80,259                  --                --
    -------------        ------------         -----------       -----------
        4,011,988             591,965             372,920           416,336
- --------------------------------------------------------------------------------
    $ 148,029,373        $ 20,259,062         $43,446,418       $61,796,818
- --------------------------------------------------------------------------------

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

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

    $   1,144,886        $    155,031         $    10,717       $   645,438

       22,295,624           1,437,981           1,834,574         3,946,386
               --                  --                  --                --
               --                  --                  --                --
         (263,417)               (650)                 --                --
        2,678,448             192,102              44,276            82,133
      122,173,832          18,474,598          41,556,851        57,122,861
- --------------------------------------------------------------------------------
    $ 148,029,373        $ 20,259,062         $43,446,418       $61,796,818
- --------------------------------------------------------------------------------
        7,693,438           1,166,775           2,721,909         3,551,018
- --------------------------------------------------------------------------------

           $19.24              $17.36              $15.96            $17.40
- --------------------------------------------------------------------------------
<PAGE>

     The accompanying notes are an integral part of the financial statements


                                       125
<PAGE>

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
   STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            AARP High          AARP High      AARP GNMA        AARP High
                                                             Quality       Quality Tax Free    and U.S.         Quality
Year Ended September 30, 1997                              Money Fund          Money Fund   Treasury Fund      Bond Fund

<S>                                                        <C>             <C>              <C>             <C>         
- ------------------------------------------------------------------------------------------------------------------------
   INVESTMENT INCOME
- ------------------------------------------------------------------------------------------------------------------------

Income:
   Interest .............................................  $25,123,665     $  3,832,142     $ 336,987,461   $ 32,421,813
   Dividends ............................................           --               --                --             --
                                                           -----------     ------------     -------------   ------------
                                                            25,123,665        3,832,142       336,987,461     32,421,813
   Less foreign taxes withheld ..........................           --               --                --             --
                                                           -----------     ------------     -------------   ------------
                                                            25,123,665        3,832,142       336,987,461     32,421,813
- ------------------------------------------------------------------------------------------------------------------------
Expenses:
   Management fee .......................................    1,760,550          410,859        19,228,620      2,287,683
   Services to shareholders .............................    1,901,981          303,908         8,799,290      1,710,593
   Trustees' fees and expenses ..........................       26,370           26,792            27,352         27,329
   Shareholder communications ...........................      210,593           47,166         1,206,689        230,319
   Legal ................................................        6,018            5,608             6,468          4,737
   Auditing .............................................       27,600           27,300            67,550         50,450
   Custodian and accounting fees ........................       90,351           49,951           926,047        117,428
   Registration expenses ................................       89,506           20,781            48,002         22,583
   Amortization of organization expenses ................           --               --                --             --
   Other ................................................       19,775           12,699            94,621         12,545
                                                           -----------     ------------     -------------   ------------
Total expenses before reductions ........................    4,132,744          905,064        30,404,639      4,463,667

Expense reductions ......................................           --               --                --             --
                                                           -----------     ------------     -------------   ------------
Expenses, net ...........................................    4,132,744          905,064        30,404,639      4,463,667
- ------------------------------------------------------------------------------------------------------------------------
Net investment income ...................................   20,990,921        2,927,078       306,582,822     27,958,146
- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
   NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
- ------------------------------------------------------------------------------------------------------------------------

   Net realized gain (loss) from:
     Investments ........................................           --               --        (7,559,113)    (1,765,263)
     Futures contracts ..................................           --               --                --         87,958
     Written options ....................................           --               --                --             --
     Foreign currency related transactions ..............           --               --                --             --
   Net unrealized appreciation (depreciation) on:
     Investments ........................................       14,657               --        85,972,174     10,994,171
     Futures contracts ..................................           --               --                --             --
     Written options ....................................           --               --                --             --
     Foreign currency related transactions ..............           --               --                --             --
                                                           -----------     ------------     -------------   ------------
Net gain (loss) on investments ..........................       14,657               --        78,413,061      9,316,866
- ------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
   resulting from operations ............................  $21,005,578     $  2,927,078     $ 384,995,883   $ 37,275,012
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  These Funds commenced operations on February 1, 1997.

     The accompanying notes are an integral part of the financial statements


                                       126
<PAGE>

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

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

 AARP Insured    AARP Bond   AARP Balanced       AARP Growth       AARP U.S.
Tax Free General  Fund for   Stock and Bond      and Income      Stock Index
  Bond Fund      Income (a)      Fund              Fund            Fund (a)

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

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

$  95,025,384   $ 1,266,014   $  14,345,542   $    13,747,932   $    42,549
           --            --       9,426,256       151,415,232       293,963
- -------------   -----------   -------------   ---------------   -----------
   95,025,384     1,266,014      23,771,798       165,163,164       336,512
           --            --        (144,958)       (2,846,162)       (2,256)
- -------------   -----------   -------------   ---------------   -----------
   95,025,384     1,266,014      23,626,840       162,317,002       334,256
- --------------------------------------------------------------------------------

    8,224,295        97,012       2,455,813        25,101,044        38,841
    2,183,399        62,868       1,686,291         9,412,190        88,085
       26,678        16,790          26,346            26,366        16,790
      361,629         4,299         204,092         1,102,590         3,232
        6,256         5,051           5,124             5,842         5,805
       60,000         1,250          35,265            49,000           850
      365,524        36,507         159,277         1,096,126       140,260
       42,435        48,110          81,464           487,327        29,371
           --         1,709           8,895                --         2,105
       36,514         1,109          10,277            81,869           773
- -------------   -----------   -------------   ---------------   -----------
   11,306,730       274,705       4,672,844        37,362,354       326,112

           --      (274,705)             --                --      (258,156)
- -------------   -----------   -------------   ---------------   -----------
   11,306,730            --       4,672,844        37,362,354        67,956
- --------------------------------------------------------------------------------
   83,718,654     1,266,014      18,953,996       124,954,648       266,300
- --------------------------------------------------------------------------------

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

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

    3,742,633        32,537      27,061,995       533,200,232        96,857
   (7,405,850)           --              --                --       111,552
           --            --              --            19,199            --
           --            --           3,212          (401,887)           --


   62,123,142       855,121      79,619,157     1,168,998,909     3,736,328
     (382,821)           --              --                --         9,339
           --            --              --               801            --
           --            --             (32)           23,307            --
- -------------   -----------   -------------   ---------------   -----------
   58,077,104       887,658     106,684,332     1,701,840,561     3,954,076
- --------------------------------------------------------------------------------

$ 141,795,758   $ 2,153,672   $ 125,638,328   $ 1,826,795,209   $ 4,220,376
- --------------------------------------------------------------------------------

     The accompanying notes are an integral part of the financial statements


                                       127
<PAGE>

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
   STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             AARP Capital    AARP Small
                                                               Growth         Company
Year Ended September 30, 1997                                   Fund       Stock Fund(a)
<S>                                                        <C>             <C>        

- ----------------------------------------------------------------------------------------
   INVESTMENT INCOME
- ----------------------------------------------------------------------------------------

Income:
   Interest .............................................  $   1,668,235   $    65,563
   Dividends ............................................     14,708,887       229,959
   Income distributions from Underlying Funds ...........             --            --
                                                           -------------   -----------
                                                              16,377,122       295,522
   Less foreign taxes withheld ..........................       (233,281)           --
                                                           -------------   -----------
                                                              16,143,841       295,522
- ----------------------------------------------------------------------------------------
Expenses:
   Management fee .......................................      6,053,108       111,376
   Services to shareholders .............................      2,380,402       140,358
   Trustees' fees and expenses ..........................         26,349        18,680
   Shareholder communications ...........................        316,503         6,111
   Legal ................................................          4,220         5,082
   Auditing .............................................         46,700           850
   Custodian and accounting fees ........................        183,513        66,854
   Registration expenses ................................         97,064        32,127
   Amortization of organization expenses ................             --         1,709
   Other ................................................         19,841         1,017
                                                           -------------   -----------
Total expenses before reductions ........................      9,127,700       384,164

Expense reductions ......................................             --      (143,398)
                                                           -------------   -----------
Expenses, net ...........................................      9,127,700       240,766
- ----------------------------------------------------------------------------------------
Net investment income ...................................      7,016,141        54,756
- ----------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------
   NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
- ----------------------------------------------------------------------------------------

   Net realized gain (loss) from:
     Investments ........................................    100,378,671       243,254
     Futures contracts ..................................             --            --
     Written options ....................................             --            --
     Foreign currency related transactions ..............            603            --
   Net unrealized appreciation (depreciation) on:
     Investments ........................................    279,281,659     7,634,126
     Futures contracts ..................................             --            --
     Written options ....................................             --            --
     Foreign currency related transactions ..............            (74)           --
                                                           -------------   -----------
Net gain (loss) on investments ..........................    379,660,859     7,877,380
- ----------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations ......................................  $ 386,677,000   $ 7,932,136
- ----------------------------------------------------------------------------------------
</TABLE>

(a)  These Funds commenced operations on February 1, 1997.

     The accompanying notes are an integral part of the financial statements


                                       128
<PAGE>

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

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

       AARP Global            AARP           AARP Diversified  AARP Diversified
         Growth           International          Income           Growth
          Fund            Stock Fund (a)       Portfolio (a)    Portfolio (a)

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

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

    $     736,082        $     54,626         $        --       $        --
        1,997,850             241,257                  --                --
               --                  --             880,498           645,438
    -------------        ------------         -----------       -----------
        2,733,932             295,883             880,498           645,438
         (177,801)            (23,212)                 --                --
    -------------        ------------         -----------       -----------
        2,556,131             272,671             880,498           645,438
- --------------------------------------------------------------------------------

          932,182              59,143                  --                --
          711,119              69,681                  --                --
           26,344              16,790                  --                --
           74,352               5,674                  --                --
            5,845               5,382                  --                --
           29,700               2,250                  --                --
          191,931              99,557                  --                --
           43,416              22,796                  --                --
            2,571               1,709                  --                --
            3,826               1,676                  --                --
    -------------        ------------         -----------       -----------
        2,021,286             284,658                  --                --

          (74,953)           (168,204)                 --                --
    -------------        ------------         -----------       -----------
        1,946,333             116,454                  --                --
- --------------------------------------------------------------------------------
          609,798             156,217             880,498           645,438
- --------------------------------------------------------------------------------

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

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

        2,609,572             176,596              44,276            82,133
               --                  --                  --                --
               --                  --                  --                --
          672,452              (1,496)                 --                --

       21,313,398           1,437,981           1,834,574         3,946,386
               --                  --                  --                --
               --                  --                  --                --
         (250,944)               (650)                 --                --
    -------------        ------------         -----------       -----------
       24,344,478           1,612,431           1,878,850         4,028,519
- --------------------------------------------------------------------------------

    $  24,954,276        $  1,768,648         $ 2,759,348       $ 4,673,957
- --------------------------------------------------------------------------------
     The accompanying notes are an integral part of the financial statements


                                       129
<PAGE>

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
   STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             AARP High                          AARP High
                                                             Quality                         Quality Tax Free
                                                            Money Fund                          Money Fund
- -----------------------------------------------------------------------------------------------------------------
   INCREASE (DECREASE) IN NET ASSETS:
- -----------------------------------------------------------------------------------------------------------------

                                                            Years Ended                        Years Ended
                                                            September 30,                     September 30,
                                                        1997           1996               1997            1996
                                                  -------------   -------------     -------------   -------------
<S>                                               <C>             <C>               <C>             <C>
Operations:
  Net investment income ........................  $  20,990,921   $  17,543,476     $   2,927,078   $   3,191,255
  Net realized gain (loss) from:
    Investments ................................             --           2,595                --           1,553
    Futures contracts ..........................             --              --                --              --
    Written options ............................             --              --                --              --
    Foreign currency related transactions ......             --              --                --              --
  Net unrealized appreciation (depreciation) on:
    Investments ................................         14,657         355,595                --              --
    Futures contracts ..........................             --              --                --              --
    Written options ............................             --              --                --              --
  Foreign currency related transactions ........             --              --                --              --
                                                  -------------   -------------     -------------   -------------
Net increase (decrease) in net assets resulting
   from operations .............................     21,005,578      17,901,666         2,927,078       3,192,808
                                                  -------------   -------------     -------------   -------------
Distributions to shareholders:
  Net investment income ........................    (20,990,921)    (17,543,476)       (2,927,078)     (3,191,255)
Net realized gains .............................             --              --                --              --
                                                  -------------   -------------     -------------   -------------
Total distributions ............................    (20,990,921)    (17,543,476)       (2,927,078)     (3,191,255)
                                                  -------------   -------------     -------------   -------------
Fund share transactions:
  Proceeds from sale of shares .................    586,180,766     370,605,211        28,579,750      30,976,787
  Net asset value of shares issued to
    shareholders in reinvestment of
    distributions ..............................     18,980,197      15,692,224         2,345,700       2,545,162
Cost of shares redeemed ........................   (545,990,946)   (358,425,484)      (39,576,285)    (42,004,745)
                                                  -------------   -------------     -------------   -------------
Net increase (decrease) in net assets from Fund
   share transactions ..........................     59,170,017      27,871,951        (8,650,835)     (8,482,796)
                                                  -------------   -------------     -------------   -------------
Increase (decrease) in net assets ..............     59,184,674      28,230,141        (8,650,835)     (8,481,243)

Net assets at beginning of period ..............    412,126,193     383,896,052       111,264,728     119,745,971
- -----------------------------------------------------------------------------------------------------------------
Net assets at end of period (b) ................  $ 471,310,867   $ 412,126,193     $ 102,613,893   $ 111,264,728
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN FUND SHARES:
- -----------------------------------------------------------------------------------------------------------------

Shares outstanding at beginning of period ......    412,261,312     384,389,361       111,270,214     119,753,010
                                                  -------------   -------------     -------------   -------------
  Shares sold ..................................    586,181,925     370,605,211        28,579,750      30,976,787
  Shares issued to shareholders in
    reinvestment of distributions ..............     18,980,197      15,692,224         2,345,700       2,545,162
  Shares redeemed ..............................   (545,990,946)   (358,425,484)      (39,576,285)    (42,004,745)
                                                  -------------   -------------     -------------   -------------
Net increase (decrease) in Fund shares .........     59,171,176      27,871,951        (8,650,835)     (8,482,796)
                                                  -------------   -------------     -------------   -------------
Shares outstanding at end of period ............    471,432,488     412,261,312       102,619,379     111,270,214
- -----------------------------------------------------------------------------------------------------------------
<FN>
(a) These Funds commenced operations on
    February 1, 1997.
(b) Includes Undistributed (overdistributed)
    net investment income                         $          --   $          --     $          --   $          --
</FN>
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       130
<PAGE>

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

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

<TABLE>
<CAPTION>
<S>
              AARP GNMA                           AARP High                       AARP Insured                   AARP Bond
               and U.S.                           Quality                        Tax Free General                Fund for
            Treasury Fund                         Bond Fund                         Bond Fund                     Income
- ---------------------------------------------------------------------------------------------------------------------------

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

             Years Ended                         Years Ended                        Years Ended                Period Ended
             September 30,                       September 30,                      September 30,             September 30,
      1997              1996               1997            1996               1997              1996             1997(a)
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------

<C>               <C>                 <C>             <C>               <C>               <C>                 <C>
$   306,582,822   $   334,151,619     $  27,958,146   $  30,375,516     $    83,718,654   $    86,584,408     $  1,266,014

     (7,559,113)       23,690,016        (1,765,263)     (2,756,840)          3,742,633        15,073,015           32,537
             --                --            87,958       4,190,615          (7,405,850)        3,404,797               --
             --                --                --        (214,688)                 --                --               --
             --                --                --              --                  --                --               --

     85,972,174      (117,084,004)       10,994,171      (7,844,325)         62,123,142        (1,155,352)         855,121
             --                --                --              --            (382,821)       (1,262,186)              --
             --                --                --              --                  --                --               --
             --                --                --              --                  --                --               --
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------
    384,995,883       240,757,631        37,275,012      23,750,278         141,795,758       102,644,682        2,153,672
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------

   (306,582,822)     (334,151,619)      (27,958,146)    (30,375,516)        (83,718,654)      (86,584,408)      (1,266,014)
             --                --                --              --          (8,693,174)               --               --
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------
   (306,582,822)     (334,151,619)      (27,958,146)    (30,375,516)        (92,411,828)      (86,584,408)      (1,266,014)
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------

    305,492,609       346,027,868        38,051,215      64,115,868         103,693,632       124,978,818       59,830,356


    175,180,674       193,739,502        19,402,825      21,458,457          55,906,529        52,441,004          959,174
   (879,545,728)     (793,984,012)     (123,806,554)   (100,466,218)       (252,388,145)     (245,115,196)      (3,354,542)
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------

   (398,872,445)     (254,216,642)      (66,352,514)    (14,891,893)        (92,787,984)      (67,695,374)      57,434,988
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------
   (320,459,384)     (347,610,630)      (57,035,648)    (21,517,131)        (43,404,054)      (51,635,100)      58,322,646

  4,904,439,844     5,252,050,474       511,905,166     533,422,297       1,755,412,222     1,807,047,322            1,500
- ---------------------------------------------------------------------------------------------------------------------------
$ 4,583,980,460   $ 4,904,439,844     $ 454,869,518   $ 511,905,166     $ 1,712,008,168   $ 1,755,412,222     $ 58,324,146
- ---------------------------------------------------------------------------------------------------------------------------

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

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

    328,879,292       345,829,087        32,366,706      33,312,382          98,088,821       101,872,699              100
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------
     20,334,844        22,947,708         2,386,782       4,006,214           5,746,587         6,963,608        3,995,177

     11,645,941        12,859,585         1,215,401       1,341,850           3,094,529         2,918,782           63,663
    (58,555,542)      (52,757,088)       (7,772,400)     (6,293,740)        (13,985,360)      (13,666,268)        (222,608)
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------
    (26,574,757)      (16,949,795)       (4,170,217)       (945,676)         (5,144,244)       (3,783,878)       3,836,232
- ---------------   ---------------     -------------   -------------     ---------------   ---------------     ------------
    302,304,535       328,879,292        28,196,489      32,366,706          92,944,577        98,088,821        3,836,332
- ---------------------------------------------------------------------------------------------------------------------------
<FN>


  $          --     $          --     $     176,290   $     176,290       $          --     $          --    $          --
</FN>
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       131
<PAGE>

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
   STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           AARP Balanced                    AARP Growth                 AARP U.S.
                                                          Stock and Bond                     and Income                Stock Index
                                                               Fund                            Fund                       Fund
- ------------------------------------------------------------------------------------------------------------------------------------
   INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------------------------------------------------------

                                                           Years Ended                        Years Ended             Period Ended
                                                          September 30,                       September 30,           September 30,
                                                       1997           1996              1997              1996           1997 (a)
                                                  -------------   -------------   ---------------   ---------------   ------------
<S>                                               <C>             <C>             <C>               <C>               <C>
Operations:
  Net investment income ........................  $  18,953,996   $  13,198,291   $   124,954,648   $   105,747,332   $    266,300
  Net realized gain (loss) from:
    Investments ................................     27,061,995       4,984,143       533,200,232       161,815,047         96,857
    Futures contracts ..........................             --          34,436                --                --        111,552
    Written options ............................             --              --            19,199                --             --
    Foreign currency related transactions ......          3,212         334,451          (401,887)         (411,014)            --
  Net unrealized appreciation (depreciation) on:
    Investments ................................     79,619,157      20,509,469     1,168,998,909       381,330,506      3,736,328
    Futures contracts ..........................             --           3,391                --                --          9,339
    Written options ............................             --              --               801              (801)            --
    Foreign currency related transactions ......            (32)       (159,786)           23,307           (16,214)            --
                                                  -------------   -------------   ---------------   ---------------   ------------
Net increase (decrease) in net assets
   resulting from operations ...................    125,638,328      38,904,395     1,826,795,209       648,464,856      4,220,376
                                                  -------------   -------------   ---------------   ---------------   ------------
Distributions to shareholders:
  Net investment income ........................    (19,390,434)    (12,975,460)     (126,615,982)     (102,016,492)      (277,755)
  Net realized gains ...........................     (5,003,640)     (3,378,368)     (167,523,016)      (67,064,704)            --
                                                  -------------   -------------   ---------------   ---------------   ------------
Total distributions ............................    (24,394,074)    (16,353,828)     (294,138,998)     (169,081,196)      (277,755)
                                                  -------------   -------------   ---------------   ---------------   ------------
Fund share transactions:
  Proceeds from sale of shares .................    193,384,596     164,077,214     1,183,350,802       960,952,133     36,277,789
  Net asset value of shares issued to
    shareholders in reinvestment of
    distributions ..............................     22,371,689      14,941,233       268,600,153       153,099,566        242,587
  Cost of shares redeemed ......................    (81,824,221)    (45,596,030)     (597,577,667)     (380,970,538)    (2,379,424)
                                                  -------------   -------------   ---------------   ---------------   ------------
Net increase (decrease) in net assets from
   Fund share transactions .....................    133,932,064     133,422,417       854,373,288       733,081,161     34,140,952
                                                  -------------   -------------   ---------------   ---------------   ------------
Increase (decrease) in net assets ..............    235,176,318     155,972,984     2,387,029,499     1,212,464,821     38,083,573

Net assets at beginning of period ..............    403,179,939     247,206,955     4,218,983,398     3,006,518,577          1,500
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (b) ................  $ 638,356,257   $ 403,179,939   $ 6,606,012,897   $ 4,218,983,398   $ 38,085,073
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
 INCREASE (DECREASE) IN FUND SHARES:
- ------------------------------------------------------------------------------------------------------------------------------------

Shares outstanding at beginning of period ......     22,865,594      15,074,610        96,018,596        78,371,684            100
                                                  -------------   -------------   ---------------   ---------------   ------------
  Shares sold ..................................     10,047,891       9,582,056        23,887,562        23,131,229      2,243,958
  Shares issued to shareholders in
    reinvestment of distributions ..............      1,156,073         873,110         5,612,664         3,734,230         14,065
  Shares redeemed ..............................     (4,239,932)     (2,664,182)      (12,044,139)       (9,218,547)      (140,936)
                                                  -------------   -------------   ---------------   ---------------   ------------
Net increase (decrease) in Fund shares .........      6,964,032       7,790,984        17,456,087        17,646,912      2,117,087
                                                  -------------   -------------   ---------------   ---------------   ------------
Shares outstanding at end of period ............     29,829,626      22,865,594       113,474,683        96,018,596      2,117,187
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) These Funds commenced operations on February 1, 1997.
(b) Includes Undistributed (overdistributed)
      net investment income                         $   225,657     $   535,899      $  3,321,388      $  7,239,912     $    6,274
</FN>
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       132
<PAGE>

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

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

<TABLE>
<CAPTION>
<S>
          AARP Capital             AARP Small              AARP Global              AARP
            Growth                  Company                  Growth            International
             Fund                  Stock Fund                 Fund               Stock Fund
- ---------------------------------------------------------------------------------------------

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

          Years Ended             Period Ended             Years Ended          Period Ended
          September 30,           September 30,           September 30,         September 30,
      1997            1996            1997(a)         1997           1996         1997 (a)
- ---------------   -------------   ------------   -------------   ------------   ------------
<C>               <C>             <C>            <C>             <C>            <C>

$     7,016,141   $   7,892,107   $     54,756   $     609,798   $    325,474   $    156,217

    100,378,671      71,644,200        243,254       2,609,572        (33,467)       176,596
             --              --             --              --             --             --
             --              --             --              --             --             --
            603         (38,602)            --         672,452        (36,843)        (1,496)

    279,281,659      32,512,381      7,634,126      21,313,398        982,226      1,437,981
             --              --             --              --             --             --
             --              --             --              --             --             --
            (74)          4,863             --        (250,944)          (336)          (650)
- ---------------   -------------   ------------   -------------   ------------   ------------

    386,677,000     112,014,949      7,932,136      24,954,276      1,237,054      1,768,648
- ---------------   -------------   ------------   -------------   ------------   ------------

     (7,776,073)     (7,038,882)            --        (336,444)            --             --
    (75,674,469)     (9,204,690)            --              --             --             --
- ---------------   -------------   ------------   -------------   ------------   ------------
    (83,450,542)    (16,243,572)            --        (336,444)            --             --
- ---------------   -------------   ------------   -------------   ------------   ------------

    155,757,996     133,269,510     45,455,488      67,490,929     82,274,150     20,394,042


     79,684,673      15,425,567             --         321,411             --             --
   (136,425,886)   (110,338,687)    (3,117,651)    (22,052,777)    (5,860,726)    (1,905,128)
- ---------------   -------------   ------------   -------------   ------------   ------------

     99,016,783      38,356,390     42,337,837      45,759,563     76,413,424     18,488,914
- ---------------   -------------   ------------   -------------   ------------   ------------
    402,243,241     134,127,767     50,269,973      70,377,395     77,650,478     20,257,562

    826,136,713     692,008,946          1,500      77,651,978          1,500          1,500
- ---------------------------------------------------------------------------------------------
$ 1,228,379,954   $ 826,136,713   $ 50,271,473   $ 148,029,373   $ 77,651,978   $ 20,259,062
- ---------------------------------------------------------------------------------------------

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

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

     19,005,749      18,041,977            100       5,012,508            100            100
- ---------------   -------------   ------------   -------------   ------------   ------------
      3,214,860       3,299,011      2,689,583       3,954,573      5,395,570      1,283,093

      1,860,053         400,664             --          19,853             --             --
     (2,843,147)     (2,735,903)      (178,794)     (1,293,496)      (383,162)      (116,418)
- ---------------   -------------   ------------   -------------   ------------   ------------
      2,231,766         963,772      2,510,789       2,680,930      5,012,408      1,166,675
- ---------------   -------------   ------------   -------------   ------------   ------------
     21,237,515      19,005,749      2,510,889       7,693,438      5,012,508      1,166,775
- ---------------------------------------------------------------------------------------------
<FN>


$     6,420,037   $   7,179,969   $     71,236   $   1,144,886   $    288,631   $    155,031
</FN>
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       133
<PAGE>

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
   STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       AARP              AARP
                                                   Diversified       Diversified
                                                Income Portfolio   Growth Portfolio
- ------------------------------------------------------------------------------------
   INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------

                                                  Period Ended       Period Ended
                                                  September 30,      September 30,
                                                      1997(a)           1997(a)
                                                  ------------       ------------
<S>                                               <C>                <C>         
Operations:
  Net investment income ........................  $    880,498       $    645,438
  Net realized gain (loss) from:
    Investments ................................        44,276             82,133
    Futures contracts ..........................            --                 --
    Written options ............................            --                 --
    Foreign currency related transactions ......            --                 --
  Net unrealized appreciation (depreciation) on:
    Investments ................................     1,834,574          3,946,386
    Futures contracts ..........................            --                 --
    Written options ............................            --                 --
  Foreign currency related transactions ........            --                 --
                                                  ------------       ------------
Net increase (decrease) in net assets resulting
   from operations .............................     2,759,348          4,673,957
                                                  ------------       ------------
Distributions to shareholders:
  Net investment income ........................      (869,781)                --
  Net realized gains ...........................            --                 --
                                                  ------------       ------------
Total distributions ............................      (869,781)                --
                                                  ------------       ------------
Fund share transactions:
  Proceeds from sale of shares .................    45,476,743         60,765,788
  Net asset value of shares issued to
    shareholders in reinvestment of
    distributions ..............................       671,013                 --
Cost of shares redeemed ........................    (4,640,905)        (3,692,927)
                                                  ------------       ------------
Net increase (decrease) in net assets from Fund
   share transactions ..........................    41,506,851         57,072,861
                                                  ------------       ------------
Increase (decrease) in net assets ..............    43,396,418         61,746,818

Net assets at beginning of period ..............        50,000             50,000
- ------------------------------------------------------------------------------------
Net assets at end of period (b) ................  $ 43,446,418       $ 61,796,818
- ------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------
  INCREASE (DECREASE) IN FUND SHARES:
- ------------------------------------------------------------------------------------

Shares outstanding at beginning of period ......         3,333              3,333
                                                  ------------       ------------
  Shares sold ..................................     2,973,907          3,770,457
  Shares issued to shareholders in
    reinvestment of  distributions .............        42,898                 --
  Shares redeemed ..............................      (298,229)          (222,772)
                                                  ------------       ------------
Net increase (decrease) in Fund shares .........     2,718,576          3,547,685
                                                  ------------       ------------
Shares outstanding at end of period ............     2,721,909          3,551,018
- ------------------------------------------------------------------------------------
<FN>
(a) These Funds commenced operations on
    February 1, 1997.
(b) Includes Undistributed (overdistributed)
    net investment income                         $     10,717       $    645,438
</FN>
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       134
<PAGE>

                                          F I N A N C I A L  H I G H L I G H T S


                        This section shows you the  statistical per share income
                        and ratio(s)  information from operations dividends paid
                        to  shareholders,  total returns,  expense ratios of the
                        AARP Mutual Funds, and other information. It is designed
                        to help you understand how the fund performed and allows
                        you to compare this year's  performance  and expenses to
                        those of prior years.


                                      135
<PAGE>

                              FINANCIAL HIGHLIGHTS

- --------------------------------------------------------------------------------
   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.

<TABLE>
<CAPTION>
                                                                         Years Ended September 30,
                                                              ------------------------------------------
                                                                1997     1996     1995     1994     1993
                                                              ------------------------------------------
<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 ...................................    .046     .045     .049     .028     .021
   Distributions from net investment income ................   (.046)   (.045)   (.049)   (.028)   (.021)
                                                              ------------------------------------------
Net asset value, end of period .............................  $1.000   $1.000   $1.000   $1.000   $1.000
                                                              ------------------------------------------
Total Return (%) ...........................................    4.72     4.62     4.99     2.84     2.13
Ratios and Supplemental Data
Net assets, end of period ($ millions) .....................     471      412      384      333      254
Ratio of operating expenses to average net assets (%) ......     .91      .96      .98     1.13     1.31
Ratio of net investment income to average net assets (%) ...    4.63     4.54     4.89     2.89     2.12
</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.

<TABLE>
<CAPTION>
                                                                         Years Ended September 30,
                                                              --------------------------------------------
                                                                1997     1996     1995     1994       1993
                                                              --------------------------------------------
<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     .028     .029     .017       .016
   Distributions from net investment income ................   (.028)   (.028)   (.029)   (.017)     (.016)
                                                              --------------------------------------------
Net asset value, end of period .............................  $1.000   $1.000   $1.000   $1.000     $1.000
                                                              --------------------------------------------
Total Return (%) ...........................................    2.80     2.80     2.99     1.76(a)    1.62(a)
Ratios and Supplemental Data                                                                        
Net assets, end of period ($ millions) .....................     103      111      120      129        134
Ratio of operating expenses, net to average net assets (%) .     .85      .85      .87      .90        .93
Ratio of operating expenses before expense reductions,                                              
   to average net assets (%) ...............................     .85      .85      .87      .91       1.15
Ratio of net investment income to average net assets (%) ...    2.76     2.77     2.94     1.75       1.60
</TABLE>
(a) Total returns would have been lower had certain expenses not been reduced.


                                       136
<PAGE>

- --------------------------------------------------------------------------------
   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.

<TABLE>
<CAPTION>
                                                                       Years Ended September 30,
                                                              ------------------------------------------
                                                                1997     1996     1995     1994     1993
                                                              ------------------------------------------
<S>                                                           <C>      <C>      <C>      <C>      <C>   
Net asset value, beginning of period .......................  $14.91   $15.19   $14.73   $15.96   $16.19
                                                              ------------------------------------------
Income from investment operations:
   Net investment income ...................................     .98      .99     1.01      .93     1.15
   Net realized and unrealized gain (loss) on investments ..     .25     (.28)     .46    (1.23)    (.23)
                                                              ------------------------------------------
Total from investment operations ...........................    1.23      .71     1.47     (.30)     .92
                                                              ------------------------------------------
Less distributions:
   Net investment income ...................................    (.98)    (.99)    (.98)    (.93)   (1.15)
   Tax return of capital ...................................      --       --     (.03)      --       --
                                                              ------------------------------------------
Total distributions ........................................    (.98)    (.99)   (1.01)    (.93)   (1.15)
                                                              ------------------------------------------
Net asset value, end of period .............................  $15.16   $14.91   $15.19   $14.73   $15.96
                                                              ------------------------------------------
Total Return (%) ...........................................    8.49     4.79    10.31    (1.90)    5.89
Ratios and Supplemental Data
Net assets, end of period ($ millions) .....................   4,584    4,904    5,252    5,585    6,712
Ratio of operating expenses to average net assets (%) ......     .65      .64      .67      .66      .70
Ratio of net investment income to average net assets (%) ...    6.51     6.55     6.77     6.09     7.15
Portfolio turnover rate (%) ................................   86.76    83.44    70.35   114.54   105.49
</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.

<TABLE>
<CAPTION>
                                                                       Years Ended September 30,
                                                              ------------------------------------------
                                                                1997     1996     1995     1994     1993
                                                              ------------------------------------------
<S>                                                           <C>      <C>      <C>      <C>      <C>   
Net asset value, beginning of period .......................  $15.82   $16.01   $15.05   $17.19   $16.44
                                                              ------------------------------------------
Income from investment operations:
   Net investment income ...................................     .93      .92      .94      .85      .93
   Net realized and unrealized gain (loss) on investments ..     .31     (.19)     .95    (1.76)     .93
                                                              ------------------------------------------
Total from investment operations ...........................    1.24      .73     1.89     (.91)    1.86
                                                              ------------------------------------------
Less distributions:
   Net investment income ...................................    (.93)    (.92)    (.93)    (.85)    (.93)
   Net realized gains on investments .......................      --       --       --       --     (.18)
   In excess of net realized gains on investments ..........      --       --       --     (.38)      --
                                                              ------------------------------------------
Total distributions ........................................    (.93)    (.92)    (.93)   (1.23)   (1.11)
                                                              ------------------------------------------
Net asset value, end of period .............................  $16.13   $15.82   $16.01   $15.05   $17.19
                                                              ------------------------------------------
Total Return (%) ...........................................    8.15     4.59    12.98    (5.55)   11.88
Ratios and Supplemental Data
Net assets, end of period ($ millions) .....................     455      512      533      568      604
Ratio of operating expenses to average net assets (%) ......     .93      .91      .95      .95     1.01
Ratio of net investment income to average net assets (%) ...    5.84     5.76     6.13     5.31     5.64
Portfolio turnover rate (%) ................................   83.26   169.96   201.07    63.75   100.98
</TABLE>


                                       137
<PAGE>

FINANCIAL HIGHLIGHTS

- --------------------------------------------------------------------------------
   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.

<TABLE>
<CAPTION>
                                                                       Years Ended September 30,
                                                              ------------------------------------------
                                                                1997     1996     1995     1994     1993
                                                              ------------------------------------------
<S>                                                           <C>      <C>      <C>      <C>      <C>   
Net asset value, beginning of period .......................  $17.90   $17.74   $16.93   $19.00   $17.88
                                                              ------------------------------------------
Income from investment operations:
   Net investment income ...................................     .88      .87      .87      .86      .90
   Net realized and unrealized gain (loss) on investments ..     .61      .16      .81    (1.67)    1.55
                                                              ------------------------------------------
Total from investment operations ...........................    1.49     1.03     1.68     (.81)    2.45
                                                              ------------------------------------------
Less distributions:
   Net investment income ...................................    (.88)    (.87)    (.87)    (.86)    (.90)
   Net realized gains on investments .......................    (.09)      --       --     (.34)    (.43)
   In excess of net realized gains on investments ..........      --       --       --     (.06)      --
                                                              ------------------------------------------
Total distributions ........................................    (.97)    (.87)    (.87)   (1.26)   (1.33)
                                                              ------------------------------------------
Net asset value, end of period .............................  $18.42   $17.90   $17.74   $16.93   $19.00
                                                              ------------------------------------------
Total Return (%) ...........................................    8.57     5.88    10.21    (4.48)   14.31
Ratios and Supplemental Data
Net assets, end of period ($ millions) .....................   1,712    1,755    1,807    1,914    2,087
Ratio of operating expenses to average net assets (%) ......     .66      .66      .69      .68      .72
Ratio of net investment income to average net assets (%) ...    4.87     4.83     5.06     4.80     4.90
Portfolio turnover rate (%) ................................    7.61    18.69    17.45    38.39    47.96
</TABLE>

- --------------------------------------------------------------------------------
   AARP BOND FUND FOR INCOME
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the financial
statements.

<TABLE>
<CAPTION>
                                                                             For the Period
                                                                           February 1, 1997(a)
                                                                          to September 30, 1997
                                                                          ---------------------
<S>                                                                             <C>   
Net asset value, beginning of period ...................................        $15.00 
                                                                                ------ 
Income from investment operations:
   Net investment income ...............................................           .69
   Net realized and unrealized gain (loss) on investments ..............           .20
                                                                                ------ 
Total from investment operations .......................................           .89
                                                                                ------ 
Less distributions from net investment income ..........................          (.69)
                                                                                ------ 
Net asset value, end of period .........................................        $15.20
                                                                                ------ 
Total Return (%) (b) ...................................................          6.06(c)
Ratios and Supplemental Data
Net assets, end of period ($ millions) .................................            58
Ratio of operating expenses, net to average net assets (%) .............            -- (d)
Ratio of operating expenses before expense reductions, to average
   net assets (%) ......................................................          1.53(d)
Ratio of net investment income to average net assets (%) ...............          7.03(d)
Portfolio turnover rate (%) ............................................         13.69(d)
</TABLE>
(a)  Commencement of operations
(b)  Total return would have been lower had certain expenses not been reduced.
(c)  Not Annualized
(d)  Annualized


                                       138
<PAGE>

- --------------------------------------------------------------------------------
   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.

<TABLE>
<CAPTION>
                                                                                             For the Period
                                                               Years Ended September 30,   February 1, 1994(b)
                                                               --------------------------   To September 30,
                                                                1997(a)   1996      1995          1994
                                                               --------------------------  -------------------
<S>                                                            <C>       <C>       <C>           <C>   
Net asset value, beginning of period .......................   $17.63    $16.40    $14.64        $15.00
                                                               -----------------------------------------------
Income from investment operations:
   Net investment income ...................................      .72       .66       .61           .25
   Net realized and unrealized gain (loss) on investments ..     3.98      1.44      1.79          (.37)(c)
                                                               -----------------------------------------------
Total from investment operations ...........................     4.70      2.10      2.40          (.12)
                                                               -----------------------------------------------
Less distributions:
   Net investment income ...................................     (.72)     (.66)     (.60)         (.24)
   Net realized gains on investments .......................     (.21)     (.21)     (.04)           --
                                                               -----------------------------------------------
Total distributions ........................................     (.93)     (.87)     (.64)         (.24)
                                                               -----------------------------------------------
Net asset value, end of period .............................   $21.40    $17.63    $16.40        $14.64
                                                               -----------------------------------------------
Total Return (%) ...........................................    27.34     13.08     16.80          (.78)(e)
Ratios and Supplemental Data
Net assets, end of period ($ millions) .....................      638       403       247           175
Ratio of operating expenses to average net assets (%) ......      .91       .88      1.01          1.31(f)
Ratio of net investment income to average net assets (%) ...     3.71      4.09      4.12          3.58(f)
Portfolio turnover rate (%) ................................    26.79     35.22     63.77         49.32(f)
Average commission rate paid (d) ...........................   $.0547    $.0549    $   --        $   --
</TABLE>

(a)  Based on monthly average shares outstanding during the period.
(b)  Commencement of operations.
(c)  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.
(d)  Average commission rate paid per share of common and preferred stocks is
     calculated for fiscal years beginning on or after October 1, 1995.
(e)  Not Annualized        (f)  Annualized

- --------------------------------------------------------------------------------
   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.

<TABLE>
<CAPTION>
                                                                      Years Ended September 30,
                                                              ------------------------------------------
                                                               1997(a)  1996     1995     1994     1993
                                                              ------------------------------------------
<S>                                                           <C>      <C>      <C>      <C>      <C>   
Net asset value, beginning of period .......................  $43.94   $38.36   $34.13   $32.91   $28.67
                                                              ------------------------------------------
Income from investment operations:
   Net investment income ...................................    1.19     1.17     1.11      .94      .83
   Net realized and unrealized gain (loss) on investments ..   16.00     6.40     5.44     1.62     4.58
                                                              ------------------------------------------
Total from investment operations ...........................   17.19     7.57     6.55     2.56     5.41
                                                              ------------------------------------------
Less distributions from:
   Net investment income ...................................   (1.19)   (1.15)   (1.09)   (1.13)    (.87)
   Net realized gains on investments .......................   (1.72)    (.84)   (1.23)    (.21)    (.30)
                                                              ------------------------------------------
Total distributions ........................................   (2.91)   (1.99)   (2.32)   (1.34)   (1.17)
                                                              ------------------------------------------
Net asset value, end of period .............................  $58.22   $43.94   $38.36   $34.13   $32.91
                                                              ------------------------------------------
Total Return (%) ...........................................   40.70    20.20    20.43     7.99    19.38
Ratios and Supplemental Data
Net assets, end of period ($ millions) .....................   6,606    4,219    3,007    2,312    1,560
Ratio of operating expenses to average net assets (%) ......     .71      .69      .72      .76      .84
Ratio of net investment income to average net assets (%) ...    2.38     2.94     3.28     3.00     3.08
Portfolio turnover rate (%) ................................    33.4    25.02    31.26    31.82    17.44
Average commission rate paid (b) ...........................  $.0619   $.0542   $   --   $   --   $   --
</TABLE>

(a)  Based on monthly average shares outstanding during the period.
(b)  Average commission rate paid per share of common and preferred stocks is
     calculated for fiscal years beginning on or after October 1, 1995.


                                       139
<PAGE>

FINANCIAL HIGHLIGHTS

- --------------------------------------------------------------------------------
   AARP U.S. STOCK INDEX FUND
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each period(e) and other performance information derived from the financial
statements.
<TABLE>
<CAPTION>
                                                                             For the Period
                                                                           February 1, 1997(a)
                                                                          to September 30, 1997
                                                                          ---------------------
<S>                                                                              <C>   
Net asset value, beginning of period ...............................             $15.00
                                                                                 ------
Income from investment operations:
   Net investment income ...........................................                .20
   Net realized and unrealized gain (loss) on investment ...........               2.97
                                                                                 ------
Total from investment operations ...................................               3.17
                                                                                 ------
Less distributions from net investment income ......................               (.18)
                                                                                 ------
Net asset value, end of period .....................................             $17.99
                                                                                 ------
Total Return (%) (b) ...............................................              21.22(c)
Ratios and Supplemental Data
Net assets, end of period ($ millions) .............................                 38
Ratio of operating expenses, net to average net assets (%) .........                .50(d)
Ratio of operating expenses before expense reductions, to average
   net assets (%) ..................................................               2.38(d)
Ratio of net investment income to average net assets (%) ...........               1.94(d)
Portfolio turnover rate (%) ........................................              14.52(d)
Average commission rate paid .......................................             $.0288
</TABLE>
(a)  Commencement of operations
(b)  Total return would have been lower had certain expenses not been reduced.
(c)  Not Annualized        (d)  Annualized
(e)  Based on monthly average shares outstanding during the period.

- --------------------------------------------------------------------------------
   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.

<TABLE>
<CAPTION>
                                                                       Years Ended September 30,
                                                               1997(a)  1996     1995     1994     1993
                                                              ------------------------------------------
<S>                                                           <C>      <C>      <C>      <C>      <C>   
Net asset value, beginning of period .......................  $43.47   $38.36   $31.74   $36.20   $30.30
                                                              ------------------------------------------
Income from investment operations:
   Net investment income ...................................     .34      .42      .36      .00      .06
   Net realized and unrealized gain (loss) on investments ..   18.43     5.59     6.91    (1.51)    7.19
                                                              ------------------------------------------
Total from investment operations ...........................   18.77     6.01     7.27    (1.51)    7.25
                                                              ------------------------------------------
Less distributions from:
   Net investment income ...................................    (.41)    (.39)    (.01)    (.05)    (.14)
   Net realized gains on investments .......................   (3.99)    (.51)    (.64)   (2.90)   (1.21)
                                                              ------------------------------------------
Total distributions ........................................   (4.40)    (.90)    (.65)   (2.95)   (1.35)
                                                              ------------------------------------------
Net asset value, end of period .............................  $57.84   $43.47   $38.36   $31.74   $36.20
                                                              ------------------------------------------
Total Return (%) ...........................................   46.72    15.97    23.47    (4.70)   24.53
Ratios and Supplemental Data
Net assets, end of period ($ millions) .....................   1,228      826      692      683      607
Ratio of operating expenses, to average net assets (%) .....     .92      .90      .95      .97     1.05
Ratio of net investment income to average net assets (%) ...     .70     1.05     1.00      .02      .22
Portfolio turnover rate (%) ................................   39.04    64.84    98.44    79.65   100.63
Average commission rate paid (b) ...........................  $.0576   $.0614   $   --   $   --   $   --
</TABLE>

(a)  Based on monthly average shares outstanding during the period.
(b)  Average commission rate paid per share of common and preferred stocks is
     calculated for fiscal years beginning on or after October 1, 1995.


                                       140
<PAGE>

- --------------------------------------------------------------------------------
   AARP SMALL COMPANY STOCK FUND
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each period(e) and other performance information derived from the financial
statements.

<TABLE>
<CAPTION>
                                                                              For the Period
                                                                            February 1, 1997(a)
                                                                           to September 30, 1997
                                                                           ---------------------
<S>                                                                              <C>    
Net asset value, beginning of period ...............................             $15.00 
                                                                                 ------ 
Income from investment operations:
   Net investment income ...........................................                .04
   Net realized and unrealized gain (loss) on investments ..........               4.98
                                                                                 ------ 
Total from investment operations ...................................               5.02
                                                                                 ------ 
Net asset value, end of period .....................................             $20.02
                                                                                 ------ 
Total Return (%) (b) ...............................................              33.53(c)
Ratios and Supplemental Data
Net assets, end of period ($ millions) .............................                 50
Ratio of operating expenses, net to average net assets (%) .........               1.75(d)
Ratio of operating expenses before expense reductions, to average
   net assets (%) ..................................................               2.79(d)
Ratio of net investment income to average net assets (%) ...........               0.40(d)
Portfolio turnover rate (%) ........................................               5.01(d)
Average commission rate paid .......................................             $.0274
</TABLE>

(a)  Commencement of operations
(b)  Total return would have been lower had certain expenses not been reduced.
(c)  Not Annualized        (d)  Annualized
(e)  Based on monthly average shares outstanding during the period.

- --------------------------------------------------------------------------------
   AARP GLOBAL GROWTH FUND
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each period(a) and other performance information derived from the financial
statements.

<TABLE>
                                                                                       Year Ended         For the Period
                                                                                      September 30,     February 1, 1996(b)
                                                                                          1997         to September 30, 1996
                                                                                      -------------    ---------------------
<S>                                                                                      <C>                   <C>   
Net asset value, beginning of period ...........................................         $15.49                $15.00
                                                                                         ----------------------------
Income from investment operations:                                                                    
   Net investment income .......................................................            .09                   .06
   Net realized and unrealized gain (loss) on investments ......................           3.72                   .43
                                                                                         ----------------------------
Total from investment operations ...............................................           3.81                   .49
                                                                                         ----------------------------
Less distributions from net investment income ..................................          (.06)                    --
                                                                                         ----------------------------
Net asset value, end of period .................................................         $19.24                $15.49
                                                                                         ----------------------------
Total Return (%) (c) ...........................................................          24.67                  3.27(d)
Ratios and Supplemental Data                                                                          
Net assets, end of period ($ millions) .........................................            148                    78
Ratio of operating expenses, net to average net assets (%) .....................           1.75                  1.75(e)
Ratio of operating expenses before expense reductions, to average                                     
   net assets (%) ..............................................................           1.82                  2.31(e)
Ratio of net investment income to average net assets (%) .......................            .55                  1.03(e)
Portfolio turnover rate (%) ....................................................          31.34                 12.56(e)
Average commission rate paid ...................................................         $.0004                $.0150
</TABLE>                                                                 

(a)  Based on monthly average shares outstanding during the period.
(b)  Commencement of operations
(c)  Total returns would have been lower had certain expenses not been reduced.
(d)  Not Annualized        (e)  Annualized


                                       141
<PAGE>

- --------------------------------------------------------------------------------
   AARP INTERNATIONAL STOCK FUND
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each period(e) and other performance information derived from the financial
statements.

<TABLE>
<CAPTION>
                                                                             For the Period
                                                                           February 1, 1997(a)
                                                                          to September 30, 1997
                                                                          ---------------------
<S>                                                                              <C>   
Net asset value, beginning of period ...............................             $15.00
                                                                                 ------
Income from investment operations:
   Net investment income ...........................................                .23
   Net realized and unrealized gain (loss) on investments ..........               2.13
                                                                                 ------
Total from investment operations ...................................               2.36
                                                                                 ------
Net asset value, end of period .....................................             $17.36
                                                                                 ------
Total Return (%) (b) ...............................................              15.73(c)
Ratios and Supplemental Data
Net assets, end of period ($ millions) .............................                 20
Ratio of operating expenses, net to average net assets (%) .........               1.75(d)
Ratio of operating expenses before expense reductions, to average
   net assets (%) ..................................................               4.28(d)
Ratio of net investment income to average net assets (%) ...........               2.35(d)
Portfolio turnover rate (%) ........................................              50.73(d)
Average commission rate paid .......................................             $.0309
</TABLE>

(a)  Commencement of operations
(b)  Total return would have been lower had certain expenses not been reduced.
(c)  Not Annualized        (d)  Annualized
(e)  Based on monthly average shares outstanding during the period.

- --------------------------------------------------------------------------------
   AARP DIVERSIFIED INCOME PORTFOLIO
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the financial
statements.

<TABLE>
<CAPTION>
                                                                             For the Period
                                                                           February 1, 1997(a)
                                                                          to September 30, 1997
                                                                          ---------------------
<S>                                                                              <C>   
Net asset value, beginning of period ...............................             $15.00
                                                                                 ------
Income from investment operations:
   Net investment income ...........................................                .43
   Net realized and unrealized gain (loss) on investments ..........                .96
                                                                                 ------
Total from investment operations ...................................               1.39
                                                                                 ------
Less distribution from net investment income .......................               (.43)
                                                                                 ------
Net asset value, end of period .....................................             $15.96
                                                                                 ------
Total Return (%) (e) ...............................................               9.35(b)
Ratios and Supplemental Data
Net assets, end of period ($ millions) .............................                 43
Ratio of operating expenses, net to average net assets (%) .........                 --(d)
Ratio of net investment income to average net assets (%) ...........               5.13(c)
Portfolio turnover rate (%) ........................................               5.57(c)
</TABLE>

(a)  Commencement of operations
(b)  Not Annualized         (c)  Annualized 
(d)  This Portfolio invests in other AARP Funds, and although the Portfolio did
     not incur any direct expenses for the period, the Portfolio did bear its
     share of the operating, administrative and advisory expenses of the
     Underlying AARP Funds.
(e)  If the Fund Manager had not maintained some of the underlying AARP Funds'
     expenses, the total return for this Fund would have been lower.


                                       142
<PAGE>

- --------------------------------------------------------------------------------
   AARP DIVERSIFIED GROWTH PORTFOLIO
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each period(e) and other performance information derived from the financial
statements.

<TABLE>
<CAPTION>
                                                                             For the Period
                                                                           February 1, 1997(a)
                                                                          to September 30, 1997
                                                                          ---------------------
<S>                                                                              <C>   
Net asset value, beginning of period ...............................             $15.00
                                                                                 ------
Income from investment operations:
   Net investment income ...........................................                .34
   Net realized and unrealized gain (loss) on investments ..........               2.06
                                                                                 ------
Total from investment operations ...................................               2.40
                                                                                 ------
Net asset value, end of period .....................................             $17.40
                                                                                 ------
Total Return (%) (f) ...............................................              16.00(b)
Ratios and Supplemental Data
Net assets, end of period ($ millions) .............................                 62
Ratio of operating expenses to average net assets (%) ..............                 --(d)
Ratio of net investment income to average net assets (%) ...........               3.52(c)
Portfolio turnover rate (%) ........................................               7.67(c)
</TABLE>

(a)  Commencement of operations
(b)  Not Annualized
(c)  Annualized
(d)  This Portfolio invests in other AARP Funds, and although the Portfolio did
     not incur any direct expenses for the period, the Portfolio did bear its
     share of the operating, administrative and advisory expenses of the
     Underlying AARP Funds.
(e)  Based on monthly average shares outstanding during the period.
(f)  If the Fund Manager had not maintained some of the underlying AARP Funds'
     expenses, the total return for this Fund would have been lower.


                                       143
<PAGE>



                                    This page
                                  intentionally
                                   left blank.

                                       144
<PAGE>

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


                        More   definitive   information   about  the   Financial
                        Statements   is  found  in  the  Notes   section.   This
                        information  includes  further  elaboration on Expenses,
                        Organization    Cost,    Portfolio    Insurance,     and
                        Transactions, including Management fees and Commitments.
                        
                        Tax Information and Program Services:  Provides you with
                        toll-free  numbers and several  addresses  where you can
                        get answers to questions  regarding your holdings in the
                        AARP Investment  Program.  In addition,  tax information
                        that  may be of  interest  to you  can be  found  in the
                        section.
                        
                        Report of Independent  Accountants:  A letter from Price
                        Waterhouse LLP, a leading  accounting firm, opining that
                        all the "Financial  Statements" are fairly  presented in
                        all material respects, based upon their audits.
                        
                        Officers and Trustees: Identifies the various members of
                        the  AARP  Board  of  Trustees  and  the  Officers  from
                        Scudder,   Stevens  &  Clark,   Inc.   responsible   for
                        overseeing  the growth and  strategic  direction  of the
                        AARP Investment Program.

                                       145
<PAGE>

NOTES TO FINANCIAL STATEMENTS

Note 1. Organization and Significant Accounting Policies.

      The following AARP Mutual Funds from Scudder (the "AARP Funds" or the
"Funds") are organized as Massachusetts business trusts and are registered under
the Investment Company Act of 1940, as amended, (the "1940 Act") as open-end
management investment companies.

      Trust name:                        Series name:
      --------------------------------------------------------------------------
      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 Global Growth Fund
                                         AARP Capital Growth Fund
                                         AARP U.S. Stock Index Fund
                                         AARP Small Company Stock Fund
                                         AARP International Stock Fund
      AARP Managed Investment
       Portfolios Trust:
                                         AARP Diversified Income Portfolio
                                         AARP Diversified Growth Portfolio

      All Funds are diversified. 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 Portfolios
within the AARP Managed Investment Portfolios Trust invest primarily in existing
AARP Mutual Funds from Scudder (the "Underlying AARP Funds").

      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 1940
Act. Under this method, securities for which market quotations are readily
available and securities purchased with original maturities of 61 days or more
are valued at market. Securities purchased with an original maturity of 60 days
or less are valued at amortized cost. The AARP High Quality Tax Free Money Fund
uses the amortized cost method of security valuation as permitted under Rule
2a-7 of the 1940 Act. 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 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


                                       146
<PAGE>

over-the-counter market are valued at the most recent sale price on such market.
If there are no such sales, the value is the most recent bid quotation.

      Portfolio debt securities other than money market securities 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.

      Money market instruments purchased with an original maturity of sixty days
or less are valued at amortized cost. Variable rate demand notes are carried at
cost which together with accrued interest approximates market.

      Investments of the AARP Diversified Income Portfolio and AARP Diversified
Growth Portfolio are valued at the net asset value per share of each Underlying
AARP Fund as of the close of regular trading on the New York Stock Exchange.

      The value of all other securities is determined in good faith under the
direction of the Board of Trustees.

      B. 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 at least equal to the
repurchase price.

      C. Futures Contracts. The Funds in the AARP Income Trust, 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 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 High Quality Bond
Fund and the AARP Insured Tax Free General Bond Fund sold interest rate futures
to hedge against declines in the value of portfolio securities and the AARP High
Quality Bond Fund purchased interest rate futures to manage the duration of the
portfolio. Also, during the period, the AARP U.S. Stock Index Fund purchased
index futures as a temporary substitute for purchasing selected investments.

      Upon entering into a futures contract, the Fund is required to deposit
with a financial intermediary an amount equal to a certain percentage of the
face value indicated in the futures contract ("initial margin"). 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. 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.


                                       147
<PAGE>

NOTES TO FINANCIAL STATEMENTS

      The Funds in the AARP Income Trust, 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 enter
into purchased and written options on futures contracts. The Funds in the AARP
Growth Trust and the AARP Income Trust may write covered call options. The Funds
in the AARP Growth Trust may purchase put and call options on stock indices.

      During the period, the AARP International Stock Fund purchased put options
on currencies 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 futures as a temporary substitute for purchasing
selected investments.

      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 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. Securities Purchased on a Forward Delivery or When-Issued Basis. The
AARP High Quality Money Fund, the Funds in the AARP Income Trust and in the AARP
Tax Free Income Trust, and the 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. The AARP GNMA and U.S. Treasury Fund had an outstanding
commitment to purchase forward delivery securities as of September 30, 1997

      F. Forward Currency Exchange Contracts. The Funds in the AARP Growth
Trust, the AARP High Quality Bond Fund and the AARP Bond Fund for Income may, in
connection with portfolio purchases and sales of securities denominated in a
foreign currency, enter into forward 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 


                                       148
<PAGE>

rate. 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 against changes in exchange rates relating to foreign currency denominated
assets, and as a hedge in connection with portfolio purchases and sales of
securities denominated in foreign currencies. Also, during the period, the AARP
International Stock 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.

      G. 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 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.

      H. 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.
Distributions of income and capital gains earned by the Diversified Growth and
Diversified Income Portfolios from the Underlying AARP Funds are recorded on the
ex-dividend date.

      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.

      I. 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 of 1986, 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.

      J. Distribution of Income and Gains. Each AARP Fund intends to follow the
practice of distributing all of its net investment income to shareholders.
Dividends from the AARP High Quality Money Fund and the Funds in the AARP Income
Trust and the AARP Tax Free Income Trust are declared daily and distributed
monthly. Dividends from the AARP Diversified Income Portfolio are declared and
paid monthly. Dividends from the AARP Balanced Stock and 


                                       149
<PAGE>

NOTES TO FINANCIAL STATEMENTS

Bond Fund, the AARP U.S. Stock Index Fund, and the AARP Growth and Income Fund
are declared and paid quarterly. Dividends from the AARP Global Growth Fund, the
AARP Small Company Stock Fund, the AARP International Stock Fund, the AARP
Diversified Growth Portfolio, and the AARP Capital Growth Fund are declared and
paid annually. During any particular year, net realized gains 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. Additional distributions may be made by each Fund if
necessary.

      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, REITs 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 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.

      K. Expenses. Each Fund (except for the AARP Diversified Income and
Diversified Growth Portfolios) 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.

      The AARP Diversified Income and Diversified Growth Portfolios ("the
Portfolios") have entered into a Special Servicing Agreement with Scudder,
Stevens & Clark, Inc. (the "Fund Manager"), the Underlying AARP Funds, Scudder
Service Corporation, Scudder Fund Accounting Corporation and Scudder Investor
Services, whereby the Fund Manager arranges for all services pertaining to the
operations of the Portfolios. If the aggregate expenses of the Portfolios are
less than the estimated savings to the Underlying AARP Funds from the operation
of each Portfolio, each of the Underlying AARP Funds will bear those expenses in
proportion to the average daily value of its shares owned by the respective
Portfolio. Consequently, no Underlying AARP Fund will be expected to carry
expenses that are in excess of the estimate of savings to the respective
Underlying AARP Fund. These estimated savings result from the reduction in
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 Funds. In the event that the financial benefits to the
Underlying AARP Funds do not exceed aggregate expenses of any Portfolio, the
Fund Manager will pay certain costs on behalf of the respective Portfolio. In
accordance with the Special Servicing Agreement, as discussed above, no expenses
were charged to the AARP Diversified Income and Diversified Growth Portfolios
during the period. For the period February 1, 1997 (commencement of operations)
to September 30, 1997, the Fund Manager paid expenses in the amount $43,964 and
$69,567, on behalf of the Diversified Income and Diversified Growth Portfolios,
respectively. Additionally, the Fund Manager has assumed the organization costs
of each Portfolio.

      For the period ended September 30, 1997, the amounts charged and unpaid to
the Underlying AARP Funds under the Special Servicing Agreement, as shown in the
Statement of Operations as part of the Shareholder Services, were as follows:

      AARP High Quality Money Fund       $ 32,616
      AARP Growth and Income Fund        $ 58,770
      AARP GNMA and U.S. Treasury Fund   $ 97,381
      AARP International Stock Fund      $  6,683
      AARP Bond Fund for Income          $ 17,015
      AARP Global Growth Fund            $ 38,619
      AARP Capital Growth Fund           $  6,549
      AARP Small Company Stock Fund      $  5,312
      AARP U.S. Stock Index Fund         $ 17,515

      The AARP High Quality Tax Free Money Fund, the AARP High Quality Bond
      Fund, the AARP Insured Tax Free General Bond Fund, and the AARP Balanced
      Stock and Bond Fund are not subject to the Special Servicing Agreement.


                                      150
<PAGE>

      L. Organization Cost. Costs incurred by the AARP Balanced Stock and Bond
Fund, the AARP Global Growth Fund, the AARP U.S. Stock Index Fund, the AARP Bond
Fund for Income, the AARP International Stock Fund, and the AARP Small Company
Stock Fund in connection with their organization and initial registration of
shares have been deferred and are being amortized on a straight-line basis over
a five-year period. The Fund Manager has assumed the organization costs of the
AARP Diversified Growth and the AARP Diversified Income Portfolios.

      M. Portfolio Insurance. The cost of premiums paid by the AARP Insured Tax
Free General Bond Fund for insurance on individual securities is
non-cancellable, runs the life of such securities, and 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.

      N. Transactions in Securities of Affiliated Issuers. The AARP Growth and
Income Fund had transactions in securities of affiliated issuers. An affiliated
issuer is a company in which the Fund has ownership of at least 5% of the voting
securities. A summary of the Fund's transactions with companies which are or
were affiliates for the year ended September 30, 1997 is as follows:

<TABLE>
<CAPTION>
                                     Beginning        Purchases          Sales
Affiliate                            Cost ($)          Cost ($)         Cost ($)     Ending Cost ($)    Market Value ($)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>                 <C>          <C>                <C>       
General Growth Properties, Inc.     39,388,655        9,946,350           --           49,335,005         74,181,300
                                 =========================================================================================

<CAPTION>
                                       Realized Gain/Loss ($)               Dividend Income ($)
                                 ----------------------------------------------------------------------
<S>                                         <C>                                <C>         
Affiliated Issuers                              --                               3,021,216 
Unaffiliated Issuers                        533,200,232                        148,394,016 
                                 ----------------------------------------------------------------------
Total                                       533,200,232                        151,415,232 
                                 ======================================================================
</TABLE>

Note 2. Management Fee and other Related Transactions.

      Under the investment management and advisory agreement (the "Management
Agreement") between each Trust (excluding the AARP Managed Investment Portfolios
Trust) and 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") except the
AARP Diversified Income and the Diversified Growth Portfolios, and 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 (excluding the
AARP Diversified Income and the Diversified Growth Portfolios).

      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, each Fund (excluding the AARP Diversified
Income and the AARP Diversified Growth Portfolios) 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 Fund Manager has retained
Bankers Trust Company as Subadviser to the AARP U.S. Stock Index Fund; under the
Subadvisory Agreement, the Fund Manager pays a quarterly fee to the Subadviser,
which amounted to $42,323 for the period ended September 30, 1997.


                                       151
<PAGE>

NOTES TO FINANCIAL STATEMENTS

      The Individual Fund Fee Rate is calculated at the following percentages of
the average daily net assets of each Fund:

                    Fund                            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 Insured Tax Free General Bond Fund ....        .19%       
AARP Bond Fund for Income ..................        .28%       
AARP Balanced Stock and Bond Fund ..........        .19%
AARP Growth and Income Fund ................        .19%     
AARP U.S. Stock Index Fund .................          0%     
AARP Capital Growth Fund ...................        .32%     
AARP Small Company Stock Fund ..............        .55%     
AARP Global Growth Fund ....................        .55%     
AARP International Stock Fund ..............        .60%     
                                              
      The total amount of management fees 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 Fund Manager agreed to waive a portion of its management fee and
reimburse a portion of expenses in order to maintain the annualized expenses of
the AARP Global Growth Fund at no more than 1.75% of average daily net assets
until January 31, 1998. Effective February 1, 1997, the Fund Manager has agreed
to waive all or a portion of its management fee and reimburse all or a portion
of expenses in order to maintain the following annualized expense ratios until
January 31, 1998: AARP U.S. Stock Index Fund, 0.50% of average daily net assets;
AARP Bond Fund for Income, 0.00% of average daily net assets; AARP International
Stock Fund, 1.75% of average daily net assets; and AARP Small Company Stock
Fund, 1.75% of average daily net assets. The amount of expenses waived and/or
reimbursed by the Fund Manager, if any, for each Fund has been shown in the
Statement of Operations as Expense Reductions.

      The Fund Manager did not impose any or a portion of its Management Fee for
certain Funds during the period ended September 30, 1997, as follows: AARP Bond
Fund for Income $97,012; AARP Global Growth Fund $74,953; AARP International
Stock Fund $59,143; AARP Small Company Stock Fund $111,376; and the AARP U.S.
Stock Index Fund $38,841.

      On June 26, 1997, the Fund Manager entered into an agreement with The
Zurich Insurance Company ("Zurich"), an international insurance and financial
services organization, pursuant to which Zurich will acquire a majority interest
in the Fund Manager, and the Fund Manager will form a new global investment
organization by combining with Zurich's subsidiary, Zurich Kemper Investments,
Inc. and change its name to Scudder Kemper Investments, Inc. Subject to the
receipt of the required regulatory and shareholder approvals, the transaction is
expected to close in the fourth quarter of 1997.

      These Trusts also have 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 is shown in the
table below, and is included in Services to shareholders in the Statements of
Operations.

      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 the Funds. The
amount for each Fund is shown in the table below, and is included in Custodian
and accounting fees in the Statements of Operations.


                                       152
<PAGE>

      For the period ended September 30, 1997 the amounts charged by SSC and
SFAC to the Funds were as follows:

<TABLE>
<CAPTION>
                                                                        Total SSC                          Total SFAC
                                                      Amount            Unpaid at          Amount           Unpaid at
                                                     Charged To       September 30,      Charged To        September 30,
            Fund                                   Fund by SSC(a)         1997*        Fund by SFAC(b)        1997*
- -------------------------------------------------  ----------------  ----------------  ---------------- ----------------
<S>                                                  <C>               <C>               <C>              <C>       
AARP High Quality Money Fund                         $1,505,677        $  121,984        $   54,052       $    4,588
AARP High Quality Tax Free Money Fund                   256,965            20,052            30,023            2,500
AARP GNMA and U.S. Treasury Fund                      6,732,169           539,940           480,845           38,769
AARP High Quality Bond Fund                           1,455,652           114,310            82,859            5,606
AARP Insured Tax Free General Bond Fund               1,741,482           138,720           162,915           13,903
AARP Bond Fund for Income                                    --                --                --               --
AARP Balanced Stock and Bond Fund                     1,357,972           132,955            95,386            8,862
AARP Growth and Income Fund                           6,853,761           672,527           323,033           31,430
AARP U.S. Stock Index Fund                                   --                --                --               --
AARP Capital Growth Fund                              1,889,072           180,473           110,317           10,035
AARP Small Company Stock Fund                            93,491            93,491            25,445           25,445
AARP Global Growth Fund                                 558,504            51,344            95,221            9,698
AARP International Stock Fund                                --                --                --               --
</TABLE>

*     Total unpaid amounts are included in Other payables and accrued expenses
      in the Statements of Assets and Liabilities.

(a)   SSC did not impose any or a portion of its fee for the AARP Bond Fund for
      Income, AARP U.S. Stock Index Fund, AARP Small Company Stock Fund, and
      AARP International Stock Fund amounting to $40,906, $60,094, $25,298, and
      $54,419, respectively.

(b)   SFAC did not impose any or a portion of its fee for the AARP Bond Fund for
      Income, AARP U.S. Stock Index Fund, AARP Small Company Stock Fund, and
      AARP International Stock Fund amounting to $25,000, $73,071, $6,725, and
      $33,333, respectively.

      The AARP Investment Program pays each Trustee unaffiliated with Scudder or
AARP an annual retainer of $10,000; additionally, specified amounts are paid by
each Fund for board and committee meetings attended. The amounts for each Fund
have been shown in the Statement of Operations as Trustees' fees and expenses.

      The Diversified Portfolios do not invest in the Underlying AARP Funds for
the purpose of exercising management or control, however, investments within the
set limits may represent a significant portion of an Underlying AARP Fund's net
assets. At September 30, 1997, the Diversified Income Portfolio held the
following Underlying AARP Funds' outstanding shares: approximately 22% of the
AARP Bond Fund for Income; and 6% of the AARP U.S. Stock Index Fund. The
Diversified Growth Portfolio held the following Underlying AARP Funds'
outstanding shares at September 30, 1997: approximately 22% of the AARP
International Stock Fund; 19% of the AARP Bond Fund for Income; 18% of the U.S.
Stock Index Fund; and 9% of the AARP Small Company Stock Fund. 

Note 3. Commitments. 

As of September 30, 1997, the AARP Global Growth Fund had entered into the
following forward currency exchange contracts resulting in net unrealized
depreciation of $248,684.

                                                             Net Unrealized
                                                              Appreciation
                                                             (Depreciation)
Contracts to Deliver   In Exchange For    Settlement Date        (U.S.$)
- --------------------  ------------------  ---------------  -------------------
DEM        7,903,094  USD     4,351,924       1/30/98         $  (155,565)
DEM        3,337,679  USD     1,812,577       2/17/98             (93,119)
                                                              -----------
                                                              $  (248,684)
                                                              =========== 


                                       153
<PAGE>

Report of Independent Accountants

                                                         [PRICE WATERHOUSE LOGO]

      To the Trustees and Shareholders of
      AARP Cash Investment Funds, AARP Income Trust,
      AARP Tax Free Income Trust, AARP Growth Trust
      and AARP Managed Investment Portfolios 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 series constituting AARP Cash Investment Funds, AARP Income Trust,
      AARP Tax Free Income Trust, AARP Growth Trust and AARP Managed Investment
      Portfolios Trust (hereafter referred to as the "Trusts") at September 30,
      1997, 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 accepted 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 misstatement. 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,
      1997 by correspondence with the custodian and the application of
      alternative auditing procedures where securities purchased had not been
      received, provide a reasonable basis for the opinion expressed above.


      /s/ Price Waterhouse LLP

      Price Waterhouse LLP
      Boston, Massachusetts
      November 12, 1997


                                       154
<PAGE>
                                         O F F I C E R S  A N D  T R U S T E E S




                                      155


<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-Present); Consultant,
        Gerontology; Commissioner, County of Nassau, NY, Department of Senior
        Citizen Affairs (1971-1991); Board Member, American Association of
        International Aging (1981 to 1996); 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.

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*

        Chairperson 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, HT Insight Funds, 
        and Emerging Mexico Fund.

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.

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.

                                      156
<PAGE>

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.

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 SMALL*
   Vice President and Treasurer                   President

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

      *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.

                                      157
<PAGE>

                             SERVICE INFORMATION

 SHAREHOLDER                 Our knowledgeable AARP Mutual Fund Representatives 
 SERVICE LINE                are available to answer questions about the        
                             Program or your account Monday through Friday,     
 1-800-253-2277              between 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            
 1-800-631-4636              performance 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                If you have access to a fax machine, you can fax 
 BY FAX                      transaction requests. Any exchange or redemption   
                             request received after 4:00 p.m. business days or  
 1-800-821-6234              on weekends will be processed the next business  
                             day. All faxes are kept confidential.            
                             

 TDD (TELECOMMUNICATIONS     AARP members with hearing or speech impairments  
 DEVICE FOR THE DEAF AND     and access to TDD equipment can communicate with   
 SPEECH?IMPAIRED)            the AARP Investment Program Monday through Friday  
                             between 8:00 a.m. and 5:00 p.m., Eastern time.     
 1-800-634-9454              Transactions can be made between 8:00 a.m. and     
                             4:00 p.m., Eastern time.                         
                             

                                      158
<PAGE>



TAX INFORMATION (UNAUDITED)

      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, 1997, 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 U.S. Stock
      Index Fund, the AARP Capital Growth Fund, the AARP Global Growth Fund, and
      the AARP Insured Tax Free General Bond Fund designate $22,565,952,
      $503,261,408, $72,533, $71,098,608, $1,636,598, and $2,583,310,
      respectively, as capital gain dividends for their fiscal years ended
      September 30, 1997.

      Pursuant to Section 853 of the Internal Revenue code, the AARP Global
      Growth Fund and the AARP International Stock Index Fund designate $0.023
      and $0.020 per share (representing a total of $177,801 and $23,212) of
      foreign taxes and $0.097 and $0.126 per share (representing a total of
      $743,398 and $147,497) of foreign source income as having been paid in the
      fiscal year ended September 30, 1997, respectively.

      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 41.32%, AARP Capital Growth Fund 100%, AARP U.S. Stock Index Fund
      100%, and AARP Growth and Income Fund 96.36%.

      In January 1998 you will receive federal tax information on all
      distributions paid to your account in calendar year 1997.


                                       159

<PAGE>

                                    GLOSSARY

  AVERAGE ANNUALIZED    The one-year return of an investment based on its
        TOTAL RETURN    compounded total return. The annualized return   
                        gives the investor an idea of the performance    
                        during each year of a listed period, such as 3   
                        years, 5 years or 10 years.                      
                        
    BARBELL STRATEGY    An investment strategy where the portfolio manager 
                        holds bonds with short maturities and long         
                        maturities that would give the impression of a bar 
                        bell if the clusters of bonds on either end were   
                        illustrated.                                       
                        
              COUPON    The name given to the interest payments that could 
                        be clipped and sent to the issuer for payment. The 
                        average coupon rate would be the expected interest 
                        rates of all the bonds held in a portfolio.        
                       
             QUALITY    Quality is a measure of a bond issuer's ability to
                        repay interest and principal in a timely manner.  
                        The average quality is a designation of all the   
                        bonds held in the portfolio.                      
                        
            DURATION    Duration is a mathematical calculation of the     
                        average life of a bond (or bonds in a bond fund)  
                        that serves as a useful measure of its price risk.
                        Each year of duration represents an expected 1%   
                        change in the price of a bond for every 1% change 
                        in interest rates. For example, if a bond fund has
                        an average duration of two years, its price will  
                        fall about 2% when interest rates rise by one     
                        percentage point. Conversely, the bond fund's     
                        price will rise about 2% when interest rates fall 
                        by one percentage point.                          
                        
            MATURITY    The date upon which bonds mature, that is, the     
                        date when the issuer must pay back the face amount 
                        of the bond. An investor who buys $10,000 worth of 
                        25-year bonds will receive $10,000 at the end of   
                        25 years, after having received interest payments  
                        (coupons) over the 25-year period.                 
                        
     PREPAYMENT RISK    The possibility that, as interest rates fall,    
                        homeowners will refinance their home mortgages,  
                        resulting in the prepayment of GNMA securities.  
                                                                         
        TOTAL RETURN    A measure of an investment's performance that     
                        takes into account income paid, other             
                        distributions, and any increase or decline in the 
                        value of the principal over a given period of     
                        time.                                             
          
           VALUATION    The process in which the value of a security is
                        assessed or determined.                        
                        
               YIELD    The income per share paid to mutual fund           
                        shareholders from the dividends and interest of    
                        that fund, expressed as a percentage for a stated  
                        period of time. It is based on past performance    
                        and measured in time increments.                   
                        
   YIELD TO MATURITY    Concept used to determine the rate of return an  
                        investor will receive if a long-term,            
                        interest-bearing investment, such as a bond, is  
                        held until its maturity date.                    
                        

                                      160
<PAGE>















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