November 15, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for AARP Growth Trust (Securities Act
Registration Statement File No. 2-91578) for Fiscal Year Ended
September 30, 1995
Dear Sir/Madam:
In accordance with the provisions of Rule 24f-2, AARP Growth Trust (the "Trust")
hereby files its Rule 24f-2 Notice for the fiscal year ended September 30, 1995.
a) No shares of beneficial interest of the Trust had been registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) and remained
unsold at the beginning of the fiscal year.
b) No shares of beneficial interest of the Trust were registered during the
year other than pursuant to Rule 24f-2.
c) 24,495,995 shares of beneficial interest of the Trust were sold during
the fiscal year. (See Schedule A.)
d) 24,495,995 shares of beneficial interest of the Trust were sold during
the fiscal year in reliance upon the Trust's declaration in its
registration statement which became effective November 30, 1984, of
the registration of an indefinite amount of securities under Rule
24f-2. Attached to the Rule 24f-2 Notice, and made a part hereof, is
an opinion of counsel indicating that the securities, the registration
of which the notice makes definite in number, were legally issued,
fully paid and non-assessable.
In accordance with subsection (c) of Rule 24f-2, a wire transfer which
represents the registration fee in the amount of $25,983.34 has been remitted to
Mellon Bank for credit. Such fee is based upon the actual aggregate sale price
for which such securities were sold during the fiscal year, reduced by the
difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Trust during the fiscal year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Trust pursuant to Rule 24e-2(a) in filings
made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.
<PAGE>
<TABLE>
<CAPTION>
<C> <C> <C>
Aggregate Sale Price For All Shares Sold $740,206,062
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $610,289,350
Redeemed during the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $610,289,350
Shares Previously Applied by Fund Pursuant ------ ------------
to Rule 24e-2(a) in Filings made pursuant to
Section 24(e)(1) of Investment Company Act
of 1940
$129,916,712
============
</TABLE>
Any questions regarding the matter should be addressed to me at Scudder, Stevens
& Clark, Inc., Two International Place, Boston, MA 02110-4103.
Very truly yours,
/s/Thomas F. McDonough
Thomas F. McDonough
Assistant Secretary
<TABLE>
SCHEDULE A
<CAPTION>
Shares Sold Shares Redeemed
----------- ---------------
Fund* Shares Amount Shares Amount
- ----- ------ ------ ------ ------
<C> <C> <C> <C> <C>
AARP Growth and 17,103,571 $589,883,371 10,995,485 $376,048,965
Income Fund
AARP Capital Growth 2,055,946 $68,276,671 5,952,635 $193,118,723
Fund
AARP Balanced Stock 5,336,478 $82,046,020 2,742,517 $41,121,662
and Bond Fund
TOTAL 24,495,995 $740,206,062 19,690,637 $610,289,350
<FN>
* The above named Funds are series of the Trust.
</FN>
</TABLE>
LAW OFFICES OF
DECHERT PRICE & RHOADS
TEN POST OFFICE SQUARE SOUTH
BOSTON, MA 02109-4603
TELEPHONE: (617) 728-7100
FAX: (617) 426-6567
November 15, 1995
AARP Growth Trust
Two International Place
Boston, MA 02110
Dear Sirs:
As counsel for AARP Growth Trust (the "Fund") during the fiscal year ended
September 30, 1995, we are familiar with the Fund's registration under the
Investment Company Act of 1940 and with the registration statement relating to
its Shares of Beneficial Interest (the "Shares") under the Securities Act of
1933 (File No. 2-91578) (the "Registration Statement"). We have also examined
such other corporate records, agreements, documents and instruments as we deemed
appropriate.
Based upon the foregoing, it is our opinion that the Shares sold at the
public offering price and delivered by the Fund against receipt of the net asset
value of the Shares in compliance with the terms of the Registration Statement
and the requirements of applicable law during the Fund's fiscal year ended
September 30, 1995, were, when sold, duly and validly authorized, legally and
validly issued, and fully paid and non-assessable by the Fund.
We consent to the filing of this opinion in connection with the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the fiscal
year ended September 30, 1995 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
/s/Dechert Price & Rhoads
