AARP GROWTH TRUST
497, 1997-05-23
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                      AARP INVESTMENT PROGRAM FROM SCUDDER

                           AARP Cash Investment Funds:
                          AARP HIGH QUALITY MONEY FUND

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

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

                               AARP Growth Trust:
                        AARP BALANCED STOCK AND BOND FUND
                           AARP GROWTH AND INCOME FUND
                           AARP U.S. STOCK INDEX FUND
                             AARP GLOBAL GROWTH FUND
                            AARP CAPITAL GROWTH FUND
                          AARP INTERNATIONAL STOCK FUND
                          AARP SMALL COMPANY STOCK FUND

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



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                       STATEMENT OF ADDITIONAL INFORMATION

                                February 1, 1997

   
                             as revised May 23, 1997
    



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


<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                                   Page
<S>        <C>                                                                                                     <C>
AARP INVESTMENT PROGRAM FROM SCUDDER................................................................................1
         Summary of Advantages and Benefits.........................................................................1

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

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

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

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

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

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

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

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

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

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

MANAGEMENT OF THE FUNDS............................................................................................56
         Personal Investments by Employees of Scudder..............................................................62

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

                                       i
<PAGE>

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

DISTRIBUTOR........................................................................................................67

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

BROKERAGE AND PORTFOLIO TURNOVER...................................................................................72
         Brokerage Commissions.....................................................................................72
         Portfolio Turnover........................................................................................73

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

ADDITIONAL INFORMATION.............................................................................................75
         Experts...................................................................................................75
         Shareholder Indemnification...............................................................................75
         Ratings of Corporate Bonds................................................................................76
         Ratings of Commercial Paper...............................................................................76
         Ratings of Municipal Bonds................................................................................76
         Other Information.........................................................................................77
         Tax-Exempt Income vs. Taxable Income......................................................................79

FINANCIAL STATEMENTS...............................................................................................80
</TABLE>

                                       ii

<PAGE>


                      AARP INVESTMENT PROGRAM FROM SCUDDER

   
         The AARP Investment  Program from Scudder (the "Program") was developed
by the American  Association of Retired Persons  ("AARP") to provide an array of
conservatively  managed  investment  options for its members.  Today's financial
markets present an enormous,  ever-changing  selection of investments suited for
investors  with varying  needs.  AARP, a  non-profit  organization  dedicated to
improving the quality of life,  independence  and dignity of older  people,  has
undertaken to help its members by designing an investment program which attempts
to satisfy the investment and retirement  planning needs of most of its members,
whether they 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, 1997
(the  "Prospectus").  AARP endorses  this program  which was developed  with the
assistance of Scudder,  Stevens & Clark, Inc. ("the Fund Manager" or "Scudder"),
a firm with over 75 years of investment  counseling and  management  experience.
Scudder,  Stevens & Clark,  Inc.  was selected  after an extensive  search among
qualified candidates,  and provides the Program with continuous and conservative
professional investment management. (See "MANAGEMENT OF THE FUNDS.")
    

         Each  of the  Trusts  is an  open-end,  management  investment  company
authorized to issue its shares of beneficial  interest in separate  series ("the
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.

Summary of Advantages and Benefits

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

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

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

   
o    Diversification:  you 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-load(TM),  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  Portfolio  all pay
     dividends  monthly,  the AARP Balanced Stock and Bond Fund, the AARP Growth

<PAGE>

     and Income  Fund and the AARP U.S.  Stock  Index Fund are  expected  to pay
     dividends  quarterly  and the AARP Global  Growth  Fund,  the AARP  Capital
     Growth Fund,  the AARP  International  Stock Fund,  the AARP Small  Company
     Stock Fund and the AARP Diversified Growth Portfolio pay dividends, if any,
     annually.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       2
<PAGE>

                  THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES

AARP Money Fund

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

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

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

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

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

         The Fund purchases  high quality  short-term  securities  consisting of
obligations  issued  or  guaranteed  by the U.S.  Government,  its  agencies  or
instrumentalities;  obligations  of  supranational  organizations  such  as  the
International   Bank  for  Reconstruction  and  Development  (the  World  Bank);
obligations of domestic  banks and their foreign  branches,  including  bankers'
acceptances,   certificates  of  deposit,   deposit  notes  and  time  deposits;
obligations of savings and loan institutions;  instruments whose credit has been
enhanced by: banks (letters of credit),  insurance  companies (surety bonds), or
other  corporate  entities  (corporate   guarantees);   corporate   obligations,
including  commercial  paper,  notes,  bonds,  loans  and  loan  participations;
securities with variable or floating  interest rates;  asset-backed  securities,
including certificates, participations and notes; municipal securities including
notes,  bonds and  participation  interests,  either  taxable  or  tax-free,  as
described  in more  detail  for the  AARP  High  Quality  Tax Free  Money  Fund;
securities with put features; and repurchase agreements. The Fund may hold cash,


                                       3
<PAGE>

which does not earn interest, to facilitate  stabilizing its net asset value per
share and for liquidity purposes.

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

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

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

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

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

AARP Income Funds

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

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

         The Fund  invests  in U.S.  Treasury  bills,  notes  and  bonds;  other
securities issued or backed by the full faith and credit of the U.S. Government,
including, but not limited to, Government National Mortgage Association ("GNMA")
mortgage-backed  securities,  Merchant  Marine Bonds  guaranteed by the Maritime
Administration  and obligations of the  Export-Import  Bank;  financial  futures
contracts with respect to such securities;  options on either such securities or


                                       4
<PAGE>

such financial futures contracts;  and bank repurchase agreements.  At least 65%
of the Fund's net assets will be directly invested in U.S. Treasury obligations,
including GNMA's. The Fund will make long-term investments but will also attempt
to dampen its price  variability  in comparison  to that of a long-term  bond by
including  short-term U.S.  Treasury  securities in its portfolio.  The Fund may
also utilize  hedging  techniques  involving  limited use of  financial  futures
contracts and the purchase and writing (selling) of put and call options on such
contracts. Under certain market conditions,  these strategies may reduce current
income.  At any time the Fund may have a  substantial  portion  of its assets in
securities  of a particular  type or maturity.  The Fund may also write  covered
call options on portfolio securities and purchase "when-issued" securities.

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

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

   
         The payment of principal  on the  underlying  mortgages  may exceed the
minimum required by the schedule of payments for the mortgages. Such prepayments
are  made  at  the  option  of the  mortgagors  for a wide  variety  of  reasons
reflecting their individual  circumstances and may involve capital losses if the
mortgages were purchased at a premium. For example,  mortgagors may speed up the
rate  at  which  they  prepay  their   mortgages  when  interest  rates  decline
sufficiently  to encourage  refinancing.  The Fund,  when such  prepayments  are
passed  through  to it,  may be able to  reinvest  them only at a lower  rate of
interest.  The Fund Manager, in determining the attractiveness of GNMAs relative
to alternative  fixed-income  securities,  and in choosing specific GNMA issues,
will  have  made  assumptions  as to the  likely  speed  of  prepayment.  Actual
experience  may  vary  from  this  assumption  resulting  in a  higher  or lower
investment  return  than  anticipated.   When  interest  rates  rise,   mortgage
prepayment   rates   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 High Quality Bond Fund.  Consistent with investments  primarily in
high quality securities, the Fund seeks to provide a high level of income and to
keep the value of its shares  more  stable  than that of a  long-term  bond.  By
including short- and medium-term bonds in its portfolio, the Fund seeks to offer
less share price  volatility  than long-term bonds or many long-term bond funds,
although  its yield may be lower.  Due to the greater  market  price risk of its
securities, the Fund may have a more variable share price than the AARP GNMA and
U.S. Treasury Fund. It is also possible that the Fund may provide a higher level
of income than the AARP GNMA and U.S.
Treasury Fund.

         Under normal  circumstances the Fund will invest substantially all, and
no less than 65%, of its assets invested in U.S. government, corporate and other
fixed-income  securities.  It may also purchase any investments eligible for the
AARP GNMA and U.S. Treasury Fund as well as obligations of federal agencies that
are not  backed by the full  faith and  credit of the U.S.  Government,  such as
obligations  of Federal  Home Loan Bank,  Farm Credit Banks and the Federal Home
Loan  Mortgage  Corporation.   In  addition,  it  may  purchase  obligations  of
international  agencies such as the International  Bank for  Reconstruction  and
Development, the Inter-American Development Bank and the Asian Development Bank.
Other  eligible  investments  include  U.S.   dollar-denominated   foreign  debt
securities  (such as U.S.  dollar  denominated  debt  securities  issued  by the
Dominion of Canada and its provinces),  foreign  government bonds denominated in
foreign  currencies,  trust  preferred  securities,  mortgage-backed  and  other
asset-backed securities,  and money market instruments such as commercial paper,


                                       5
<PAGE>

bankers'  acceptances and certificates of deposit issued by domestic and foreign
branches  of  U.S.  banks.  The  Fund  invests  in  a  broad  range  of  short-,
intermediate-, and long-term securities.  Proportions among maturities and types
of securities  may vary  depending  upon the prospects for income related to the
outlook for the economy and the  securities  markets,  the quality of  available
investments, the level of interest rates, and other factors.

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

         Portfolio  Quality.  The  policies of AARP High  Quality  Bond Fund are
designed to provide a portfolio that combines  primarily high quality securities
with  investments  that  attempt  to reduce  its  market  price  risk.  In fact,
according to information provided by Morningstar, Inc.*, the Fund has one of the
highest  quality  standards of any general  bond Fund  currently  available.  No
purchase will be made if, as a result  thereof,  less than 65% of the Fund's net
assets  would  be  invested  in  debt   obligations,   including   money  market
instruments,  that (a) are issued or guaranteed by the U.S. Government,  (b) are
rated at the time of purchase  within the two highest grades  assigned by any of
the  nationally-recognized  rating services  including Moody's or S&P, or (c) if
not rated,  are judged at the time of purchase by the Fund  Manager,  subject to
the Trustees' review, to be of a quality  comparable to those in the two highest
ratings  described in (b) above.  All of the debt  obligations in which the Fund
invests will, at the time of purchase,  be rated  investment-grade  or higher by
Moody's  (Aaa,  Aa, A, and Baa) or S&P (AAA,  AA, A, and BBB) or, if not  rated,
will be judged to be of comparable quality by the Fund Manager.  At least 65% of
the  Fund's  assets  must  be in  securities  rated  in the two  highest  rating
categories  by  Moody's  or S&P.  The Fund may invest up to 20% of its assets in
bonds rated Baa by Moody's or rated BBB by S&P.  Securities rated Baa by Moody's
or BBB by S&P are neither highly protected nor poorly secured.  These securities
normally pay higher yields and are regarded as having adequate capacity to repay
principal and pay interest but involve  potentially  greater  price  variability
than  higher-quality  securities.  Moody's  considers bonds it rates Baa to have
speculative elements as well as investment-grade characteristics.  The Fund does
not purchase securities rated below  investment-grade,  commonly known as "junk"
bonds. (See "ADDITIONAL INFORMATION--Ratings of Corporate Bonds.")

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

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

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

   
- ----------
* Morningstar proprietary rankings reflect historical risk-adjusted  performance
and are calculated as of 3/31/97. 1919, 1076 and 601 Equity Funds, 1172, 630 and
258 Taxable Bond Funds and 1237, 601 and 267 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. Past performance is not a guarantee of future results.
    


                                       6
<PAGE>

         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.

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

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

AARP Tax Free Income Funds

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

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

         The Fund will  invest in  municipal  securities  which are rated at the
time of purchase  within the two highest quality ratings of rating agencies such
as: Fitch -- AAA and AA, F1 and F2, or Moody's -- Aaa and Aa, or within  Moody's
short-term  municipal  obligations top ratings of MIG 1 and MIG 2 and P1, or S&P
- -- AAA/AA and SP1+/SP1, A1+ and A1 -- all in such proportions as management will
determine.  Securities  must be so rated by at least two agencies or by at least
one,  if only one has rated the  security.  Generally,  the Fund will  invest in
securities  rated in the highest  quality rating by at least two of these rating
agencies.  In some cases,  short-term municipal  obligations are rated using the
same  categories as are used for  corporate  obligations.  In addition,  unrated
municipal  securities  will be considered as being within the foregoing  quality
ratings if other  equal or junior  municipal  securities  of the same issuer are
rated and their  ratings are within the foregoing  ratings of Fitch,  Moody's or
S&P. The Fund may also invest in municipal  securities  which are unrated if, in
the  opinion  of the Fund  Manager,  such  securities  possess  creditworthiness
comparable  to those  rated  securities  in which  the  Fund may  invest.  For a
description of ratings, please see "Additional Information." Shares of this Fund
are not insured or guaranteed by the U.S. Government.

                                       7
<PAGE>

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

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

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

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

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

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


                                       8
<PAGE>

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

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

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

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

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

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


                                       9
<PAGE>

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.

         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


                                       10
<PAGE>

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
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.


                                       11
<PAGE>

   
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 Stock Fund," "AARP Small Company Stock Fund,"
"INVESTMENT  OBJECTIVES AND POLICIES," and "OTHER  INVESTMENT  POLICIES AND RISK
FACTORS" in the Prospectus.)

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

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

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

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

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

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

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

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

                                       12
<PAGE>

         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.

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

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

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

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

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

         The Fund attempts to remain fully  invested in common stocks of S&P 500
companies. Under normal circumstances,  the Fund will invest at least 95% of its
assets in common stocks, futures contracts and options, primarily on the S&P 500
Index.  The Fund, using a proprietary  computer model,  selects common stocks of
S&P 500 companies  that are expected to, on average,  pay higher  dividends than
S&P 500  companies  in the  aggregate.  In managing  the Fund this way, the Fund
Manager expects  performance will be somewhat less volatile than that of the S&P
500 over time, and the total return will  generally  track the S&P 500 within 1%
on  an  annualized  basis.  A  tracking  error  of  0%  would  indicate  perfect
correlation to the Index.  After the Fund's start-up  phase,  the portfolio will
typically  consist  of the common  stocks of  between  400 to 470 of the S&P 500
companies.  The Fund expects to come close to the capitalization  weights of the
S&P 500. Nonetheless,  to enhance the yield and liquidity characteristics of the
Fund and reduce  transaction  costs,  the Fund will not  exactly  replicate  the
portfolio  weights of the S&P 500 and will not hold all 500 stocks  within  that
Index. The investment approach is "passive" in that after the dividend screening
described  above,  there  is no  additional  financial  analysis  regarding  the
securities held in the Fund. Under normal circumstances,  the Fund may invest up
to 5% of its assets in certain short-term fixed income securities including high
quality  money  market  securities  such  as  U.S.  Treasury  bills,  repurchase


                                       13
<PAGE>

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
composition and relative  weightings of the S&P 500 Index securities.  SPDRs are
subject to the risks of an  investment  in a broadly  based  portfolio of common
stocks,  including  the risk that the general level of stock prices may decline,
thereby adversely affecting the value of such investment. SPDRs are also subject
to risks  other than those  associated  with an  investment  in a broadly  based
portfolio of common stocks in that the  selection of the stocks  included in the
trust may affect  trading in SPDRs,  as compared with trading in a broadly based
portfolio of common stocks.  The Fund will not invest in cash reserves,  futures
contracts or options as part of a temporary defensive strategy, such as lowering
the Fund's investment in common stocks to protect against potential stock market
declines.  Thus the Fund will not take  specific  steps to minimize  losses that
reflect a  decline  in the S&P 500.  In the  event  that the Fund does not track
within an annualized 1% total return of the S&P 500 for an extended period,  the
Fund Manager will consider alternative approaches.

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

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

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

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

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

         AARP Capital Growth Fund. From  investments  primarily in common stocks
and  securities  convertible  into  common  stocks,  the Fund  seeks to  provide
long-term  capital growth,  and to keep the value of its shares more stable than
other  capital  growth  mutual funds.  Through a broadly  diversified  portfolio
consisting  primarily of high quality,  medium- to  large-sized  companies  with
strong  competitive  positions in their  industries the Fund seeks to offer less


                                       14
<PAGE>

share price  volatility  than many growth funds. It may also invest in rights to
purchase  common  stocks,  the growth  prospects  of which are greater than most
stocks  but which may also have  above-average  market  risk.  The Fund may also
invest in preferred stocks consistent with the Fund's objective.  The securities
in which the Fund may invest are described  under "AARP Capital  Growth Fund" in
the Prospectus.

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

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

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

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

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

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

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

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

         In  pursuing  its  objective  of  long-term  capital  growth,  the Fund
normally  remains  substantially  invested  in the  common  stocks of small U.S.
companies.  Using a  quantitative  investment  approach  developed  by the  Fund
Manager,  the Fund  focuses  on  equity  securities  of  companies  with  market
capitalization  below $1 billion that, as a group,  have a dividend yield higher
than the average of those in the Russell 2000 Index(R) and that the Fund Manager


                                       15
<PAGE>

believes are  undervalued  relative to the stocks in Russell 2000 Index(R).  The
Russell 2000 Index(R) is a widely used measure of small stock  performance.  The
Fund will sell securities of companies that have grown in market  capitalization
above this level as necessary to keep the Fund focused on small companies.

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

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

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

AARP Managed Investment Portfolios

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

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

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

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

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

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

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

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

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

                                       16
<PAGE>

Special Investment Policies of the AARP Funds

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

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

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

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

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

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

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

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

         The principal security for a revenue bond is generally the net revenues
derived from a  particular  facility or group of  facilities  or, in some cases,
from the proceeds of a special excise or other specific revenue source.  Revenue
bonds have been  issued to fund a wide  variety of capital  projects  including:
electric, gas, water and sewer systems;  highways, bridges and tunnels; port and


                                       17
<PAGE>

airport  facilities;  colleges and  universities;  and  hospitals.  Although the
principal  security  behind these bonds varies widely,  many provide  additional
security in the form of a debt  service  reserve  fund whose  monies may also be
used to make  principal  and  interest  payments  on the  issuer's  obligations.
Housing finance authorities have a wide range of security including partially or
fully-insured,  rent-subsidized and/or collateralized mortgages,  and/or the net
revenues  from housing or other public  projects.  In addition to a debt service
reserve fund some authorities  provide further security in the form of a state's
ability  (without  obligation) to make up deficiencies in the debt reserve fund.
Lease rental bonds issued by a state or local authority for capital projects are
secured  by annual  lease  rental  payments  from the state or  locality  to the
authority sufficient to cover debt service on the authority's obligations.

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

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

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

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

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

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

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

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


                                       18
<PAGE>

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

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

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

         A municipal lease obligation may take the form of a lease,  installment
purchase  contract or  conditional  sales contract which is issued by a state or
local  government  and  authorities to acquire land,  equipment and  facilities.
Income from such  obligations is generally  exempt from state and local taxes in
the state of issuance.  Municipal lease obligations  frequently  involve special
risks not normally  associated with general obligations or revenue bonds. Leases
and installment  purchase or conditional  sale contracts (which normally provide
for title in the leased asset to pass  eventually  to the  governmental  issuer)
have  evolved  as a means for  governmental  issuers  to  acquire  property  and
equipment without meeting the constitutional and statutory  requirements for the
issuance of debt. The debt issuance  limitations  are deemed to be  inapplicable
because of the  inclusion  in many leases or  contracts  of  "non-appropriation"
clauses that relieve the  governmental  issuer of any  obligation to make future
payments  under the lease or  contract  unless  money is  appropriated  for such
purpose by the appropriate legislative body on a yearly or other periodic basis.
In addition,  such leases or contracts may be subject to the temporary abatement
of payments in the event the issuer is prevented from  maintaining  occupancy of
the leased premises or utilizing the leased equipment.  Although the obligations
may be secured by the leased  equipment or  facilities,  the  disposition of the
property in the event of  nonappropriation or foreclosure might prove difficult,
time  consuming and costly,  and result in a delay in recovery or the failure to
fully recover a Fund's original investment.

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

                                       19
<PAGE>

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

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

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

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

         It is  difficult  to evaluate the  likelihood  of use or the  potential
benefit of a stand-by  commitment.  Therefore,  it is expected that the Trustees
will determine that stand-by commitments ordinarily have a "fair value" of zero,
regardless of whether any direct or indirect consideration was paid. However, if
the market price of the security subject to the stand-by commitment is less than
the exercise price of the stand-by commitment,  such security will ordinarily be
valued at such exercise price. Where a Fund has paid for a stand-by  commitment,
its cost will be  reflected as  unrealized  depreciation  for the period  during
which the commitment is held.

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

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

                                       20
<PAGE>

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

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

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

         Real  Estate  Investment  Trusts.  The AARP  Growth and Income Fund 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


                                       21
<PAGE>

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 High Quality 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 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.  Some mortgage-related  securities (such as
securities issued by the Government National Mortgage Association) are described
as "modified  pass-through."  These securities entitle the holder to receive all
interest and principal  payments owed on the mortgage pool, net of certain fees,
at the  scheduled  payment  dates  regardless  of whether  or not the  mortgagor
actually makes the payment.

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

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

         FHLMC is a corporate  instrumentality  of the U.S.  Government  and was
created by Congress in 1970 for the purpose of increasing  the  availability  of
mortgage  credit  for  residential  housing.  Its  stock is owned by the  twelve


                                       22
<PAGE>

Federal Home Loan Banks. FHLMC issues  Participation  Certificates ("PCs") which
represent  interests in conventional  mortgages from FHLMC's national portfolio.
FHLMC  guarantees  the timely  payment of interest  and ultimate  collection  of
principal,  but PCs are not  backed  by the full  faith  and  credit of the U.S.
Government.

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

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

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

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

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

         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


                                       23
<PAGE>

and interest on CARSSM are passed through  monthly to certificate  holders,  and
are  guaranteed up to certain  amounts and for a certain time period by a letter
of credit  issued by a financial  institution  unaffiliated  with the trustee or
originator of the Trust. An investor's return on CARSSM may be affected by early
prepayment of principal on the underlying vehicle sales contracts. If the letter
of credit is  exhausted,  the Trust may be  prevented  from  realizing  the full
amount  due  on  a  sales  contract   because  of  state  law  requirements  and
restrictions  relating to  foreclosure  sales of vehicles  and the  obtaining of
deficiency judgments following such sales or because of depreciation,  damage or
loss  of a  vehicle,  the  application  of  federal  and  state  bankruptcy  and
insolvency  laws,  or  other  factors.  As a  result,  certificate  holders  may
experience delays in payments or losses if the letter of credit is exhausted.

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

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

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

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

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

         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


                                       24
<PAGE>

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

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

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

   
         High Yield/High Risk Securities. AARP Bond Fund for Income may invest a
limited   amount   of  assets  in  debt   securities   which  are  rated   below
investment-grade,  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. 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


                                       25
<PAGE>

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

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

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

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

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

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


                                       26
<PAGE>

this  manner,  a Fund  may  instead  make or  take  delivery  of the  underlying
securities whenever it appears economically advantageous.

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

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

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

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

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

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

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

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

                                       27
<PAGE>

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

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

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

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

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

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

         When a Fund  writes  (sells)  a  covered  call  option,  it  gives  the
purchaser  of the option the right to buy the  underlying  security at the price
specified  in the option  (the  "exercise  price") at any time during the option
period,  generally ranging up to nine months. If the option expires unexercised,
the Fund will realize  gain to the extent of the amount  received for the option
(the "premium") less any commission paid. If the option is exercised, a decision


                                       28
<PAGE>

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.

         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


                                       29
<PAGE>

exchange listed options, which generally have standardized terms and performance
mechanics,  all the terms of an OTC  option,  including  such terms as method of
settlement,  term, exercise price, premium,  guarantees and security, are set by
negotiation  of the parties.  A Fund will only sell OTC options  (other than OTC
currency options) that are subject to a buy-back provision  permitting a Fund to
require the  Counterparty to sell the option back to the Fund at a formula price
within seven days. A Fund expects  generally to enter into OTC options that have
cash settlement provisions, although it is not required to do so.

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

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

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

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

         Convertible  Securities.  Each Fund in the AARP Growth Trust, AARP High
Quality  Bond Fund and AARP  Bond  Fund for  Income  may  invest in  convertible
securities.   Convertible   securities  include  convertible  bonds,  notes  and
debentures,  convertible  preferred  stocks,  and other securities that give the
holder the right to exchange  the  security  for a specific  number of shares of
common stock.  Convertible  securities entail less credit risk than the issuer's


                                       30
<PAGE>

common  stock  because  they are  considered  to be  "senior"  to common  stock.
Convertible  securities  generally  offer lower interest or dividend yields than
non-convertible  debt  securities  of  similar  quality.  They may also  reflect
changes in value of the underlying common stock.

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

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

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

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

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


                                       31
<PAGE>

other  deposit.  Closing  transactions  with  respect to forward  contracts  are
effected  with  the  currency  trader  who is a party  to the  original  forward
contract.

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

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

General Investment Policies of the AARP Funds

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

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

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

Investment Restrictions

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

   
(A)      None of the Funds may:
    

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

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

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

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

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

                                       32
<PAGE>

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

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

(B)      None of the AARP  High  Quality  Money  Fund,  the  AARP  GNMA and U.S.
         Treasury  Fund, the AARP High Quality Bond Fund, the AARP Bond Fund for
         Income,  the AARP Growth and Income Fund,  the AARP Global Growth Fund,
         the AARP Capital  Growth Fund,  the AARP Balanced  Stock and Bond Fund,
         the AARP U.S. Stock Index Fund, the AARP International  Stock Fund, the
         AARP Managed  Investment  Portfolios  and the AARP Small  Company Stock
         Fund may:

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

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

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

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

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

                                       33
<PAGE>


None of the Funds may:

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

None of the AARP High Quality Money Fund, the AARP GNMA and U.S.  Treasury Fund,
the AARP High Quality Bond Fund,  the AARP High Quality Tax Free Money Fund, the
AARP Insured Tax Free General Bond Fund,  the AARP Balanced Stock and Bond Fund,
the AARP  Growth and  Income  Fund,  the AARP  Global  Growth  Fund and the AARP
Capital Growth Fund may:

   
         (b)      invest  in  other  companies  for the  purpose  of  exercising
                  control or management.

         (c)      make short sales of securities  or purchase any  securities on
                  margin,  except for such  short-term  credits as are necessary
                  for the  clearance  of  transactions;  and, in the case of the
                  AARP GNMA and U.S.  Treasury  Fund, the AARP High Quality Bond
                  Fund, the AARP Insured Tax Free General Bond Fund and the AARP
                  Global  Growth Fund in  connection  with entering into futures
                  contracts and related options;

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

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

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

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

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

                                       34
<PAGE>

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

AARP High Quality Money Fund may not:

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

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

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

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

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

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

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

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

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

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

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

                                       35
<PAGE>

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

AARP Insured Tax Free General Bond Fund may not:

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

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

   
None of the AARP Balanced  Stock and Bond Fund, the AARP Growth and Income Fund,
the AARP Capital Growth Fund and the AARP Global Growth Fund may:
    

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

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

         (v)      purchase  warrants  of any issuer if, as a result more than 2%
                  of the value of the total assets of the Fund would be invested
                  in  warrants  which  are  not  listed  on the New  York  Stock
                  Exchange or the American  Stock  Exchange,  or more than 5% of
                  the value of the total assets of the Fund would be invested in
                  warrants  acquired  by the Fund in units with or  attached  to
                  debt securities.

Neither the AARP Growth and Income Fund nor the AARP Capital Growth Fund may:

         (w)      pledge, mortgage or hypothecate its assets, except as provided
                  in  subparagraph  (t),  above,  and  except  that,  to  secure
                  borrowings  permitted by  subparagraph  (A)(1)  above,  it may
                  pledge an amount not  exceeding 15% of the Fund's total assets
                  taken at cost.

AARP Global Growth Fund may not:

         (x)      pledge, mortgage or hypothecate its assets in excess, together
                  with permitted borrowings, of 1/3 of its total assets;

         (y)      buy options on securities or financial instruments, unless the
                  aggregate  premiums  paid on all such options held by the Fund
                  at any time do not exceed 20% of its net  assets;  or sell put
                  options on securities if, as a result,  the aggregate value of
                  the  obligations  underlying such put options would exceed 50%
                  of the Fund's net assets;

                                       36
<PAGE>

         (z)      enter into  futures  contracts  or  purchase  options  thereon
                  unless  immediately  after  the  purchase,  the  value  of the
                  aggregate initial margin with respect to all futures contracts
                  entered into on behalf of the Fund and the  premiums  paid for
                  options on futures  contracts does not exceed 5% of the Fund's
                  total  assets,  provided that in the case of an option that is
                  in-the-money at the time of purchase,  the in-the-money amount
                  may be excluded in computing the 5% limit;

         (aa)     make securities  loans if the value of such securities  loaned
                  exceeds  30% of the value of the  Fund's  total  assets at the
                  time any loan is made; all loans of portfolio  securities will
                  be fully  collateralized  and marked to market daily. The Fund
                  has  no  current   intention  of  making  loans  of  portfolio
                  securities  that would amount to greater than 5% of the Fund's
                  total assets; or

         (bb)     borrow money,  including  reverse  repurchase  agreements,  in
                  excess of 5% of its  total  assets  (taken  at  market  value)
                  except for  temporary or emergency  purposes,  or borrow other
                  than from banks.

         "Value" for the purposes of the above  fundamental and  non-fundamental
investment  policies shall mean the value used in determining a Fund's net asset
value.

         Any investment  restrictions  herein which involve a maximum percentage
of securities or assets shall not be considered to be violated  unless an excess
over the percentage occurs  immediately  after, and is caused by, the restricted
activity  or, in the case of AARP High  Quality  Money Fund and the AARP  Income
Funds,  an  acquisition or encumbrance of securities or assets of, or borrowings
by, the Fund.

                                    PURCHASES

  (See "OPENING AN ACCOUNT" and "ADDING TO YOUR INVESTMENT" in the Prospectus.)

General Information

         Confirmations   of  each   transaction   will  be  sent  following  the
transaction by Scudder  Investor  Services,  Inc., as the AARP Funds' agent.  By
retaining year-to-date confirmations, an investor will have an historical record
of the account activity.

Checks

         A certified check is not necessary,  but checks are accepted subject to
collection  at full  face  value in United  States  Funds and must be drawn on a
United States financial institution.

         If shares are  purchased by a check which  proves to be  uncollectible,
the  Trusts  reserve  the  right to  cancel  the  purchase  immediately  and the
purchaser will be responsible for any loss incurred by the Fund or the principal
underwriter by reason of such  cancellation.  Each Trust has the  authority,  as
agent of the shareholder,  to redeem shares in the account to reimburse the Fund
or the principal underwriter for any loss incurred.  Investors whose orders have
been canceled may be prohibited  from or restricted in placing  future orders in
any of the Funds in the  Program or in other  Funds  advised by the AARP  Funds'
investment adviser or an affiliate.

Share Price

         Accepted  purchases  for shares in all the AARP Funds will be filled at
the net asset  value next  computed  after  receipt of payment by check or other
means. Each Fund's net asset value per share is currently determined once daily,
as of the  close  of  regular  trading  on the  New  York  Stock  Exchange  (the
"Exchange")  (usually 4:00 p.m.  Eastern time), on each day the Exchange is open
for  trading.  For AARP High  Quality  Money Fund and AARP High Quality Tax Free
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.

                                       37
<PAGE>

Share Certificates

         In order to afford ease of  redemption,  ownership in the AARP Funds is
on  a  non-certificated   basis.  Share  certificates  now  in  a  shareholder's
possession may be sent to the AARP Funds'  transfer agent for  cancellation  and
credit to such  shareholder's  account.  Shareholders  who  prefer  may hold the
certificates  now in their possession until they wish to exchange or redeem such
shares.  See  "EXCHANGING"  and  "ACCESS  TO  YOUR  INVESTMENT"  in  the  Funds'
Prospectus.

Direct Deposit Program

         Investors  can  have  Social  Security  or other  checks  from the U.S.
Government or any other regular  income checks such as pension,  dividends,  and
even  payroll  checks  automatically   deposited  directly  to  their  accounts.
Investors  may  allocate a minimum of 25% of their  income  checks into any AARP
Fund. Information may be obtained by contacting the AARP Investment Program from
Scudder,  P.O. Box 2540, Boston,  Massachusetts  02208-2540,  or by calling toll
free, 1-800-253-2277.

Wire Transfers

         In the case of wire  purchases,  failure to receive timely and complete
account  information will delay  investment and subsequent  accrual of dividends
and will  result in the federal  funds  being  returned to the sender on the day
following  receipt by State  Street Bank and Trust  Company  (the  "custodian").
Unlike shareholders subscribing by check, purchasers who wire funds will be able
to redeem  shares so purchased by any method  without any  limitation  as to the
period of time such shares have been on a Fund's books.

         The bank sending federal funds by bank wire may charge for the service.
Presently,  Scudder  Investor  Services,  Inc.  or the AARP  Funds pay a fee for
receipt by the custodian of "wired funds," but the right to charge investors for
this service is reserved.

Holidays

         Boston banks are closed on certain  holidays  although the Exchange may
be open.  These holidays  include Martin Luther King, Jr. Day (the 3rd Monday in
January),  Columbus Day (the 2nd Monday in October)  and Veterans Day  (November
11).  Investors are not able to purchase  shares by wiring federal funds on such
holidays  because the  custodians  are not open to receive such federal funds on
behalf of a Fund.

Other Information

         All purchase payments will be invested in full and fractional shares.

         The  Trusts  and  Scudder  Investor  Services,  Inc.,  the AARP  Funds'
principal  underwriter,  each  have the  right to limit  the  amount  of  shares
purchased of a Fund,  to reject any purchase and to refuse to sell shares to any
person.

         It should be noted that if  purchases  are made through a member of the
National Association of Securities Dealers other than Scudder Investor Services,
Inc., that member may, in its discretion,  charge a fee for this service.  It is
the  responsibility  of the broker,  not the AARP Funds,  to place the  purchase
order  by the  time as of  which  the  net  asset  value  of the  Funds  is next
determined.

         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.

                                       38
<PAGE>

                                   REDEMPTIONS

              (See "ACCESS TO YOUR INVESTMENT" in the Prospectus.)

General Information

         If a shareholder redeems all shares in an account, the shareholder will
receive,  in addition to the net asset value  thereof,  all  declared but unpaid
dividends thereon. The AARP Funds do not impose a redemption charge.

         The proceeds of redemption  transactions  are normally  available to be
mailed or wired to the  designated  bank account within one business day, and in
any event will be available within seven calendar days,  following  receipt of a
redemption request in good order.

         A shareholder's right to redeem shares of a Fund and to receive payment
therefore may be suspended at times (a) when the Exchange is closed,  other than
customary  weekend and holiday  closings,  (b) when  trading on the  Exchange is
restricted  for any reason,  (c) when an  emergency  exists as a result of which
disposal by the Fund of securities owned by it is not reasonably  practicable or
it is not reasonably  practicable  for the Fund fairly to determine the value of
its net  assets,  or (d) when  the SEC  permits  a  suspension  of the  right of
redemption;  provided that  applicable  rules and regulations of the SEC (or any
succeeding  governmental  authority)  shall govern as to whether the  conditions
prescribed in (b) or (c) exist.

         The Trustees may suspend or terminate  the offering of shares of a Fund
at any time.

Redemption by Telephone

         Redemption  by  telephone is not  available  for shares for which share
certificates  have been issued.  Redemptions of such shares must be requested by
mail as explained in the section entitled "Redemption by Mail" below.

         For other investors, the following procedures are available.

         TO ADDRESS OF RECORD: New investors  automatically  receive the option,
without  having to elect it, to redeem by telephone  to their  address of record
for any  amount up to  $100,000  per Fund.  Telephone  Redemption  to Address of
Record may be used as long as the account  registration  address has not changed
within the last 15 days. In order to decline this feature,  the shareholder must
notify the Program in writing.  Any shareholder who refuses Telephone Redemption
to Address of Record can later establish the feature with a signature guaranteed
written  request.  This request must be done prior to utilizing this service for
the first time.

         TO YOUR BANK--BY MAIL OR BY WIRE:  In order to request  redemptions  by
telephone  to  their  bank,  shareholders  must  have  completed  the  telephone
redemption  authorization  included  in the  enrollment  form and have  sent the
authorization to the Program. This authorization  requires designation of a bank
account to which the  redemption  payment is to be sent.  The  proceeds  will be
mailed or wired only to the designated bank account.

         (a)      NEW INVESTORS wishing to establish  telephone  redemption to a
                  predesignated  bank  account  must  complete  the  appropriate
                  section on the enrollment form, and send it to the Program.

         (b)      EXISTING   SHAREHOLDERS   who  wish  to  establish   telephone
                  redemption  to a  predesignated  bank  account  or who want to
                  change  the bank  account  previously  designated  to  receive
                  redemption payments should either enter the new information on
                  the  "Telephone  Option Form" which may be obtained by calling
                  the Program, or send a signature guaranteed letter identifying
                  the  account  and  specifying  the  exact  information  to  be
                  changed.  In each case,  the letter must be signed  exactly as
                  the shareholder's name(s) appears on the account. All requests
                  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


                                       39
<PAGE>

                  an original  signature  guarantee are required for each person
                  in whose name the account is registered.  Signature guarantees
                  by notaries public are not acceptable.

         In addition,  if shares to be redeemed were purchased by check, mailing
of the  redemption  proceeds  may be  delayed  long  enough to  assure  that the
purchase check has cleared.

         If a request for redemption to a shareholder's  bank account is made by
telephone or fax,  payment  will be by Federal  Reserve wire to the bank account
designated on the application  form unless a request is made that the redemption
be mailed to the designated bank account. For each wire redemption,  the program
charges a $5.00 fee which is deducted from the proceeds of the redemption.

         Note:  Investors  designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a participant in
the  Federal  Reserve  System,  redemption  proceeds  must be  wired  through  a
commercial bank which is a correspondent  of the savings bank. As this may delay
receipt by the shareholder's  account, it is suggested that investors wishing to
use a savings  bank  discuss  wire  procedures  with  their  bank and submit any
special wire transfer information with the telephone  redemption  authorization.
If appropriate  wire  information is not supplied,  redemption  proceeds will be
mailed to the designated bank.

         The  Trusts  and  their  agents  each  reserve  the  right  to  modify,
interrupt,  suspend or terminate the telephone redemption privilege at any time,
without notice. A shareholder may cancel the telephone redemption  authorization
upon written notice. Each Trust employs procedures including recording telephone
calls,  testing  a  caller's  identity,  and  sending  written  confirmation  of
telephone transactions,  designed to give reasonable assurance that instructions
communicated  by telephone are genuine,  and to discourage  fraud. To the extent
that a Trust does not follow such  procedures,  it may be liable for acting upon
instructions  communicated  by  telephone  that  it  reasonably  believes  to be
genuine.

Redemption by Mail or Fax

         Any shareholder may redeem his or her shares by writing to the Program.
All  written  requests  must be signed by at least one  person on the  account's
registration  exactly as  registered.  In addition,  for the  protection  of the
shareholder  and to prevent  fraudulent  redemptions,  a signature  guarantee is
required on all  written  redemption  requests  for over  $100,000.  A signature
guarantee is also required on written redemption  requests for any amount if the
check is made payable to someone other than the registered  shareholder,  if the
proceeds are to be forwarded to an address other than the address of record,  or
if the  address  of record has  changed in the last 15 days.  In order to ensure
proper authorization before redeeming shares, the Program may request additional
documents  such as, but not  restricted  to, stock  powers,  Trust  instruments,
certificates  of death,  appointments  as  executor,  certificates  of corporate
authority and waivers of tax required in some states when settling estates.

         Redemption to Address of Record for up to $100,000  without a signature
guarantee  is an automatic  feature of any AARP Fund account  unless it has been
declined by the shareholder in writing. Any shareholder who refuses this feature
can later establish it with a written request containing a signature  guarantee.
This request must be made prior to utilizing the feature for the first time.

         Any existing share certificates representing shares being redeemed must
accompany a request for  redemption  and be duly  endorsed or  accompanied  by a
proper  stock  assignment  form with the  signature(s)  guaranteed  as explained
above.  It is suggested that the  shareholders  holding  certificated  shares or
shares  registered in other than  individual  names contact the Program prior to
requesting a redemption  to ensure that all  necessary  documents  accompany the
request. When shares are held in the name of a corporation,  trust, fiduciary or
partnership,  the  transfer  agent  requires,  in addition  to the stock  power,
certified evidence of authority to sign. These procedures are for the protection
of shareholders and should be followed to help ensure prompt payment. Redemption
requests must not be conditional as to date or price of the redemption. Proceeds
of a redemption  will be sent within  seven (7) days after  receipt of a request
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.

                                       40
<PAGE>

Redemption by Checkwriting

         All new investors in the AARP Money Funds and existing  shareholders of
these Funds who apply to State Street Bank and Trust  Company for checks may use
them to pay any  person,  provided  that each check is for at least $100 and not
more than $1,000,000. By using one of these checks, the shareholder will receive
daily  dividend  credit on his or her shares in either  Fund until the check has
cleared the banking  system.  Investors who purchased  shares by check may write
checks  against those shares only after they have been on the Fund's books for 7
days.   Shareholders  who  use  this  service  may  also  use  other  redemption
procedures. Both Funds pay the bank charges for this service. However, each Fund
will review the cost of  operation  periodically  and it  reserves  the right to
determine if direct charges to the persons who avail  themselves of this service
would be appropriate.  An account cannot be closed using the "free Checkwriting"
privilege.  The Trusts,  the transfer  agent and the custodian  each reserve the
right at any time to suspend or terminate the "free Checkwriting" procedure.

Redemption-in-Kind

         The AARP Growth  Trust and AARP  Managed  Investment  Portfolios  Trust
reserve the right to permit the AARP Balanced  Stock and Bond Fund,  AARP Growth
and Income Fund,  the AARP Global Growth Fund,  AARP Capital  Growth Fund,  AARP
International  Stock Fund,  AARP Small Company Fund, AARP U.S. Stock Index Fund,
AARP  Diversified  Income Portfolio and AARP Diversified  Growth  Portfolio,  if
conditions exist which make cash payments undesirable,  to honor any request for
redemption or repurchase  order by making payment in whole or in part in readily
marketable  securities chosen by the Fund and valued as they are for purposes of
computing the Fund's net asset value (a redemption-in-kind).  If payment is made
in securities,  a shareholder may incur transaction expenses in converting these
securities into cash. The AARP Growth Trust has elected, however, to be governed
by Rule 18f-1  under the 1940 Act as a result of which each Fund of the Trust is
obligated to redeem shares,  with respect to any one  shareholder  during any 90
day  period,  solely in cash up to the lesser of $250,000 or 1% of the net asset
value of such Fund at the beginning of the period.

Other Information

         The value of shares  redeemed or  repurchased  may be more or less than
the  shareholder's  cost  depending  on the  net  asset  value  at the  time  of
redemption  or  repurchase.  The Funds do not impose a redemption  or repurchase
charge.  Redemptions of shares,  including  redemptions  undertaken to effect an
exchange  for  shares  of  another  Fund  in  the  Program,  may  result  in tax
consequences  (gain  or  loss)  to the  shareholder  and  the  proceeds  of such
redemptions may be subject to backup withholding (see "TAXES").

         Shareholders  who wish to redeem  shares  from  Retirement  Plans  (see
"RETIREMENT  PLANS,"  below) should contact the Trustee or custodian of the Plan
for information on proper procedures.

         The Trustees have  established  certain amount size  requirements.  For
AARP Balanced Stock and Bond Fund, AARP Growth and Income Fund and AARP GNMA and
U.S.  Treasury Fund,  the minimum  investment is $500. For all other AARP Mutual
Funds,  the minimum is $2,000.  An account may be opened in any AARP Mutual Fund
for $500 if an Automatic Investment Plan of $100 per month is established.  Each
Trust  reserves  the right to adopt a policy  that if  transactions  at any time
reduce a shareholder's  account in a Fund to below the applicable  minimum,  the
shareholder will be notified that,  unless the account is brought up to at least
the applicable  minimum the Fund will redeem all shares and close the account by
making payment to the  shareholder.  The shareholder has sixty days to bring the
account up to the  applicable  minimum  before  any action  will be taken by the
Fund.  Reductions  in value that result  solely from  market  activity  will not
trigger an involuntary redemption. No transfer from an existing to a new account
may be for less than the minimums set forth above; otherwise the new account may
be  redeemed  as  described  above.  (This  policy  applies to  accounts  of new
shareholders  in a  particular  Fund,  but does not  apply  to  Retirement  Plan
Accounts.) The Trustees have the authority to increase the minimum account size.

                                    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


                                       41
<PAGE>

be  different  in any  respect  from the  account  from  which  shares are to be
exchanged,  the exchange request must be in writing and must contain a signature
guarantee as described under  "SIGNATURE  GUARANTEES" in the  Prospectus.  If an
exchange involves an initial  investment in the Fund being acquired,  the amount
to be exchanged  must be at least $2000 for  non-retirement  plan accounts ($500
for AARP Balanced  Stock & Bond Fund,  AARP Growth and Income Fund and AARP GNMA
and U.S.  Treasury Fund). For IRA, Keogh Plan and UGMA/UTMA  accounts the amount
must be $250.  If the  exchange  is made into an existing  account,  there is no
minimum requirement.

         Only exchange orders received  between 8:00 a.m. and 4:00 p.m.  Eastern
time on any business day will ordinarily be accomplished at respective net asset
values  determined on that day.  Exchange  orders  received  after 4:00 p.m. are
processed on the next business day.

         Investors  may also  request,  at no extra  charge,  to have  exchanges
automatically  executed  on a  predetermined  schedule  from one AARP Fund to an
existing account in another AARP Fund through the AARP Funds' Automatic Exchange
Program.  Exchanges must be for a minimum of $50. Shareholders may add this free
feature over the phone or in writing.  Automatic  Exchanges  will continue until
the shareholder  requests by phone or in writing to have the feature removed, or
until the  originating  account is depleted.  The Trusts and the Transfer  Agent
each reserve the right to modify, interrupt,  suspend or terminate the privilege
of the Automatic Exchange Program at any time, without notice.

         There is no charge to the shareholder for any exchange described above.
An  exchange  from any AARP Fund other  than the AARP  Money  Funds is likely to
result in recognition of gain or loss to the shareholder.

         Investors  currently  receive  the  exchange  privilege   automatically
without having to elect it. The Trusts and the AARP Funds' distributor,  Scudder
Investor Services,  Inc., reserve the right to suspend or terminate the exchange
privilege  at any time.  Telephone  exchange  may be initiated by anyone able to
identify the registration of an account,  but the proceeds will only be invested
in  another  AARP  Fund  with  the same  registration.  The  AARP  Funds  employ
procedures to give reasonable assurance that telephone instructions are genuine,
including  recording  telephone calls,  testing a caller's  identity and sending
written confirmation of such transactions.  If an AARP Fund does not follow such
procedures,  it may be liable  for  losses  due to  unauthorized  or  fraudulent
telephone instructions.

         All the AARP  Funds in the  Program  into which  investors  may make an
exchange  are  described  in the combined  Prospectus  and in this  Statement of
Additional Information.  Before making an exchange, shareholders should read the
information  in the  Prospectus  regarding  the Fund into which the  exchange is
being contemplated.

                                TRANSACT BY PHONE

         (See "INVESTOR SERVICES--TRANSACT BY PHONE" in the Prospectus.)

         Shareholders,  whose  bank  of  record  is a  member  of the  Automated
Clearing  House  Network  (ACH) and who have enrolled in the "Transact by Phone"
option,  may purchase or redeem shares by telephone.  Shareholders  may purchase
shares valued at up to $250,000 but not less than $250.  Shareholders may redeem
shares in an amount not less than $250.

         In order to utilize the Transact by Phone  service,  shareholders  must
have completed the Transact by Phone authorization.  This authorization requires
designation of a bank account from which the purchase payment will be debited or
to which the  redemption  payment will be  credited.  New  investors  wishing to
establish the Transact by Phone service can do so by completing the  appropriate
section on the  enrollment  form.  Existing  shareholders  who wish to establish
Transact by Phone will need to complete a Transact by Phone  Enrollment Form. If
a  shareholder  has  previously  elected the  "Telephone  Redemption  to Bank of
Record" and/or the "Automatic Investment Plan" services, the banking information
must be identical for all of these services for each of the shareholder's Funds.
After sending in their enrollment forms,  shareholders  should allow 15 days for
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.

                                       42
<PAGE>

Purchasing Shares by Transact by Phone

         To purchase shares by Transact by Phone, a shareholder  should call our
service people before 4:00 p.m.  Eastern time.  Shares will be purchased at that
night's closing share price. The  shareholder's  bank account will be debited on
the first business day following the purchase  request.  Requests received after
4:00 p.m. will be purchased at the next business day's closing price.

Redeeming Shares by Transact by Phone

         To redeem shares by Transact by Phone,  a  shareholder  should call our
service  people  before 4:00 p.m.  Eastern time to receive that night's  closing
share price. Requests received after 4:00 p.m. will be sold at the next business
day's  closing  price.  The  shareholder's  bank account  will be credited  with
redemption proceeds on the second or third business day following the redemption
request.

         The AARP Funds employ  procedures  to give  reasonable  assurance  that
telephone instructions are genuine, including recording telephone calls, testing
a caller's identity and sending written confirmation of such transactions. If an
AARP Fund does not follow  such  procedures,  it may be liable for losses due to
unauthorized or fraudulent telephone instructions.

                   FEATURES AND SERVICES OFFERED BY THE FUNDS

                   (See "STATEMENTS AND REPORTS," "EXCHANGING"
                   and "INVESTOR SERVICES" in the Prospectus.)

Automatic Dividend Reinvestment

         Investors  may  elect on their  enrollment  form  whether  they wish to
receive any  dividends  from net  investment  income or any  distributions  from
realized  capital gains in cash or to reinvest such dividends and  distributions
in additional  shares of the Fund paying the dividend or distribution.  They may
also elect to have these  payments  invested in shares of any other AARP Fund in
the Program in which they have an account. If no election is made, dividends and
distributions  will be reinvested in additional shares. A change of instructions
for the  method of  payment  may be given to the  Program at any time prior to a
record date.

         Each  distribution,  whether  by check or  reinvested  in a Fund,  will
include a brief explanation of the source of the distribution.

Distributions Direct

         Investors  may also  have  dividends  and  distributions  automatically
deposited  to  their   predesignated   bank  account  through  the  AARP  Funds'
DistributionsDirect  Program.  Shareholders  who  elect  to  participate  in the
DistributionsDirect  Program, and whose predesignated checking account of record
is with a member bank of the  Automated  Clearing  House  Network (ACH) can have
income and capital gain distributions  automatically deposited to their personal
bank  account  usually  within  three  business  days  after  the Fund  pays its
distribution.  A  DistributionsDirect  request  form can be  obtained by calling
1-800-253-2277.  Confirmation  statements  will be  mailed  to  shareholders  as
notification that distributions have been deposited.

Reports to Shareholders

         The AARP Funds send to  shareholders  at least  semiannually  financial
statements,  which are examined at least  annually by  independent  accountants,
including a list of investments  held and statements of assets and  liabilities,
operations, changes in net assets, and financial highlights.

         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


                                       43
<PAGE>

a special edition of Financial Focus on a quarterly  basis.  The newsletters are
designed to help you keep up to date on economic  and  investment  developments,
and any new financial services and features of the Program.

Consolidated Statements

         Shareholders  with  investments in two or more AARP Funds will receive,
without charge, a convenient monthly Consolidated Statement.  IRA and Keogh Plan
accounts receive Consolidated Statements quarterly.  This statement contains the
market  value of all  holdings,  a  complete  listing  of  transactions  for the
statement period and a summary of the shareholder's  investment  program for the
statement  period  and for the  year to date.  Information  may be  obtained  by
contacting  the AARP  Investment  Program from Scudder,  P.O. Box 2540,  Boston,
Massachusetts 02208-2540, or by calling toll free, 1-800-253-2277.

                                RETIREMENT PLANS

         Shares of AARP High  Quality  Money Fund,  AARP GNMA and U.S.  Treasury
Fund,  AARP High Quality  Bond Fund,  AARP Bond Fund for Income,  AARP  Balanced
Stock and Bond Fund,  AARP Growth and Income Fund, AARP Global Growth Fund, AARP
Capital Growth Fund, AARP U.S. Stock Index Fund, AARP  International  Stock Fund
and AARP Small  Company  Stock  Fund  ("Eligible  Funds")  may be  purchased  in
connection with several types of tax-deferred retirement plans. These plans were
created for members of AARP.  Each plan is briefly  described  below.  The plans
provide  convenient  ways for AARP  members  to make  investments  which  may be
tax-deductible  for their  retirement  and have taxes on any  income  from their
investment  deferred  until  their  retirement,  when they may be in a lower tax
bracket.  Additional  information on each plan may be obtained by contacting the
AARP  Investment  Program from Scudder,  P.O. Box 2540,  Boston,  Massachusetts,
02208-2540,  or by calling toll free,  1-800-253-2277.  Investment professionals
and retirement-benefits experts estimate that prospective retirees will need 70%
to 80% of their  current  salaries  during each year of their  retirement,  with
adjustment  for changes in prices during  retirement,  to maintain their current
life-style.  Investment  professionals recommend diversifying  investments among
stock,  bonds and  cash-equivalents  when building  retirement  reserves.  It is
advisable  for an  investor  considering  any of the  plans  described  below to
consult with an attorney or tax advisor  with respect to the terms,  suitability
requirements and tax aspects of the plan.

AARP No-Fee Individual Retirement Account ("AARP No-Fee IRA")

         Shares  of the  Eligible  Funds  may  be  purchased  as the  underlying
investment for an AARP No-Fee IRA which meets the requirements of Section 408(a)
of the Internal  Revenue  Code.  Any AARP member with earned  income or wages is
eligible to make annual contributions to the AARP No-Fee IRA before the year the
member  attains  age 70 1/2.  An  individual  may  establish  an AARP No-Fee IRA
whether  or not he or she is an  active  participant  in  another  tax-qualified
retirement plan, including a tax-sheltered annuity or government plan.

   
         AARP No-Fee IRA participants may generally contribute to an AARP No-Fee
IRA up to the lesser of $2,000 or 100% of their  compensation  or earned income.
If both a husband  and wife work,  each may set up an AARP No-Fee IRA before the
year they attain age 70 1/2,  permitting  a potential  maximum  contribution  of
$4,000 per year for both persons. 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


                                       44
<PAGE>

distribution  to the AARP No-Fee IRA,  either in a direct  rollover or within 60
days after receipt of the  distribution,  whether or not the member has attained
age 70 1/2. If a qualified rollover  contribution is made, the distribution will
not be subject to Federal income tax until distributed from the AARP No-Fee IRA;
however,  distributions  not directly  rolled over might be subject to automatic
20% federal tax withholding.

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

         Earnings  on the AARP  No-Fee IRA are not  subject  to current  Federal
income  tax  until  distributed;  distributions  are taxed as  ordinary  income.
Withdrawals   attributable  to  nondeductible   contributions  are  not  taxable
(however,  early withdrawals of such amounts are subject to penalty). The assets
in an AARP No-Fee IRA may be withdrawn  without  penalty  after the  participant
reaches age 59 1/2 or becomes disabled,  and must begin to be withdrawn by April
1st following the taxable year in which the participant reaches age 70 1/2.

         The table below shows how much individuals  would accumulate in a fully
tax-deductible  IRA by age 65  (before  any  distributions)  if they  contribute
$2,000 at the beginning of each year,  assuming average annual returns of 5, 10,
and 15%. (At withdrawal, accumulations in this table will be taxable.)

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

- ---------------- ------------------- ------------------------- ----------------
    Starting
     Age of                            Annual Rate of Return
                 --------------------------------------------------------------
 Contributions           5%                    10%                     15%
- ---------------- ------------------- ------------------------- ----------------
       25            $253,680               $973,704              $4,091,908
       35             139,522                361,887                 999,914
       45              69,439                126,005                 235,620
       55              26,414                 35,062                  46,699

AARP Keogh Plan

         Shares of the Eligible  Funds may be purchased for the AARP Keogh Plan.
The AARP Keogh Plan (the "Plan") is designed as a tax-qualified  retirement plan
consisting of a profit sharing plan and a money purchase  pension plan which can
be adopted by self-employed  persons who are members of AARP and by corporations
whose principal shareholders are members of AARP. Self-employed persons may make
annual  tax-deductible  contributions to the Plan equal to the lesser of $30,000
or 20% of their earned income.  An adopting  corporation may contribute for each
employee the lesser of $30,000 or 25% of the employee's taxable compensation. No
more than $150,000 (as adjusted) of earned income or taxable compensation may be
taken into account,  however. If the Plan is "top heavy," a minimum contribution
may be required for certain employees.  Additional  information on contributions
to the Plan is found in Your Guide to the AARP Keogh Plan.

         The Plan provides that  contributions may continue to be made on behalf
of  participants  after  they have  reached  the age of 70 1/2 if they are still
working.

   
         Lump sum  distributions  from the Plan may be  eligible to be taxed for
Federal  income tax  purposes  according  to a favorable  5-year  averaging  (or
10-year  averaging  for  individuals  who reached age 50 before 1986) method not
available to IRA  distributions.  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.

                                       45
<PAGE>

   
         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.

                                   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
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.

                                       46
<PAGE>

                               DIVIDENDS AND YIELD

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

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

         Each  AARP  Fund  intends  to  follow  the  practice  of   distributing
substantially all of its investment company taxable income (which includes,  for
example,  interest,  dividends and any excess of net realized short-term capital
gains over net realized long-term capital losses, less deductible expenses), and
its net  tax-exempt  interest  income,  if any.  Each AARP Fund also  intends to
follow the practice of distributing any excess of net realized long-term capital
gains over net  realized  short-term  capital  losses  after  reduction  for any
capital loss  carryforwards.  However, if it appears to be in the best interests
of a Fund and its shareholders, the Fund may retain all or part of such gain for
reinvestment.

         AARP U.S. Stock Index Fund,  AARP Balanced Stock and Bond Fund and AARP
Growth and Income Fund intend to pay  dividends in March,  June,  September  and
December of each year and any net realized  capital gains after the September 30
fiscal year end. AARP Small Company Stock Fund, AARP  International  Stock Fund,
AARP Global Growth Fund and AARP Capital Growth Fund intend to pay dividends and
any realized  capital gains over net realized  short-term  capital  losses after
reduction for any capital loss  carryforwards in December after the September 30
fiscal year end. See "TAXES."

         Both types of  distributions  will be made in shares of the  respective
AARP  Fund  and  confirmations  will be  mailed  to each  shareholder  unless  a
shareholder has elected to receive cash, in which case a check will be sent.

         The net income of each of the AARP  Income  Funds and the AARP  Insured
Tax Free  General  Bond Fund,  is  determined  as of the close of trading on the
Exchange  (usually 4:00 p.m.  Eastern time) on each day on which the Exchange is
open for business. All of the net income so determined normally will be declared
as a dividend daily to  shareholders  of record as of 4:00 p.m. on the preceding
day, and distributed monthly.  Dividends commence on the next business day after
purchase. Dividends which are not paid by check will be reinvested in additional
shares of the particular Fund at the net asset value per share  determined as of
a day selected  within five days of the last  business day of the month.  Checks
will be mailed to  shareholders  no later  than the fourth  business  day of the
following month, and consolidated  statements  confirming the month's  dividends
will be mailed  to  shareholders  electing  to invest  dividends  in  additional
shares.  Dividends will  ordinarily be invested on the last business day of each
month at the net asset  value per share  determined  as of the close of  regular
trading on the Exchange.

AARP Money Funds

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

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

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

         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


                                       47
<PAGE>

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

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

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

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

         Should  the  AARP  Money  Funds  incur or  anticipate  any  unusual  or
unexpected  significant  expense,   depreciation  or  loss  which  would  affect
disproportionately  the Fund's income for a particular  period,  the Trustees of
the Funds or the  Executive  Committee of the Trustees may at that time consider
whether to adhere to the dividend policy  described above or to revise it in the
light of the then prevailing  circumstances in order to ameliorate to the extent
possible the  disproportionate  effect of such expense or loss on then  existing
shareholders. Such expenses may nevertheless result in a shareholder's receiving
no  dividends  for the period  during which the shares are held and in receiving
upon redemption a price per share lower than that which was paid.

Performance Information: Computation of Yields and Total Return

a)       The AARP Money Funds

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

         The current  yield is the net  annualized  yield based on a specified 7
calendar-days  calculated at simple interest rates.  Current yield is calculated
by determining the net change,  exclusive of capital changes,  in the value of a
hypothetical pre-existing account having a balance of one share at the beginning
of the  period  and  dividing  such  change by the value of the  account  at the
beginning of the base period to obtain the base-period  return.  The base-period
return is then  annualized by  multiplying  it by 365/7;  the resultant  product
equals net annualized  current yield.  The current yield figure is stated to the
nearest  hundredth  of one percent.  The current  yield of the AARP High Quality
Money  Fund and the AARP High  Quality  Tax Free  Money  Fund for the  seven-day
period ended September 30, 1996 respectively, were 4.67% and 3.01%.

                                       48
<PAGE>

         The  effective  yield is the net  annualized  yield for a  specified  7
calendar-days assuming a reinvestment in Fund shares of all dividends during the
period,  i.e.,  compounding.  Effective  yield is  calculated  by using the same
base-period  return used in the  calculation  of current  yield  except that the
base-period  return is  compounded by adding 1, raising the sum to a power equal
to 365  divided  by 7, and  subtracting  1 from  the  result,  according  to the
following formula:

             Effective Yield = [(Base Period Return + 1)^365/7] - 1.

         The  effective  yield of the AARP High Quality  Money Fund and the AARP
High Quality Tax Free Money Fund for the  seven-day  period ended  September 30,
1996 respectively, were 4.78% and 3.06%.

         As described  above,  current  yield and  effective  yield are based on
historical earnings,  show the performance of a hypothetical  investment and are
not intended to indicate future  performance.  Current yield and effective yield
will vary based on changes in market conditions and the level of Fund expenses.

         In connection with  communicating its current yield and effective yield
to current or prospective shareholders, a Fund also may compare these figures to
the  performance of other mutual Funds tracked by mutual Fund rating services or
to other  unmanaged  indices  which may assume  reinvestment  of  dividends  but
generally do not reflect deductions for administrative and management costs.

b)       The AARP Money  Funds,  AARP  Income  Funds,  AARP Growth  Funds,  AARP
         Insured  Tax  Free  General  Bond  Fund  and  AARP  Managed  Investment
         Portfolios

         From time to time,  quotations of a Fund's total return may be included
in advertisements,  sales literature or shareholder  reports.  This total return
figure is calculated in the following manner:

         The total return is the average annualized compound rate of return for,
where  applicable,  the periods of one year, five years and ten years, all ended
on the last day of a recent calendar quarter.  Total return  quotations  reflect
changes  in the price of a Fund's  shares  and  assume  that all  dividends  and
capital gains  distributions  during the respective  periods were  reinvested in
Fund  shares.  Total  return is  calculated  by finding the  average  annualized
compound  rates of  return  of a  hypothetical  investment  over  such  periods,
according  to the  following  formula  (total  return  is  then  expressed  as a
percentage):

                               T = (ERV/P)^1/n - 1
Where:

          T        =       average annualized compound total rate of return
          P        =       a hypothetical initial investment of $1,000
          n        =       number of years
          ERV      =       ending  redeemable value: ERV is the value
                           at the end of the  applicable  period,  of a
                           hypothetical  $1,000  investment made at the
                           beginning of the applicable period.

<TABLE>
<CAPTION>
                                                                        Total Return
                                              -----------------------------------------------------------------
                                                 One Year Ended       Five Years Ended      Ten Years Ended
                                                    9/30/96               9/30/96              9/30/96(1)
                                                    -------               -------              ----------

<S>                                                   <C>                   <C>                   <C>  
AARP High Quality Money Fund                          4.62%                 3.74%                 5.19%
AARP High Quality Tax Free Money Fund*                2.80%                 2.35%                 3.76%
AARP GNMA and U.S. Treasury                           4.79%                 5.95%                 7.30%
AARP High Quality Bond                                4.59%                 6.86%                 7.69%
AARP Bond Fund for Income+                            n.a.                  n.a.                  n.a.
AARP Insured Tax Free General Bond                    5.88%                 6.99%                 7.48%
AARP Balanced Stock and Bond Fund                    13.08%                 n.a.                 10.69%
AARP Growth and Income                               20.20%                15.80%                13.74%
AARP U.S. Stock Index Fund+                           n.a.                  n.a.                  n.a.
AARP Global Growth Fund                               n.a.                  n.a.                  3.27%


                                       49
<PAGE>
                                                                        Total Return
                                              -----------------------------------------------------------------
                                                 One Year Ended       Five Years Ended      Ten Years Ended
                                                    9/30/96               9/30/96              9/30/96(1)
                                                    -------               -------              ----------

AARP Capital Growth                                  15.97%                12.05%                13.10%
AARP International Stock Fund+                        n.a.                  n.a.                  n.a.
AARP Small Company Stock Fund+                        n.a.                  n.a.                  n.a.
AARP Diversified Income Portfolio+                    n.a.                  n.a.                  n.a.
AARP Diversified Growth Portfolio+                    n.a.                  n.a.                  n.a.
</TABLE>

(1)      For the ten fiscal years ended September 30, 1996 for each of the above
         listed Funds except for the period  February 1, 1994  (commencement  of
         operations)  to September 30, 1996 for the AARP Balanced Stock and Bond
         Fund and for the period February 1, 1996  (commencement  of operations)
         to September 30, 1996 for the AARP Global Growth Fund.

*        Prior to August 1,  1991,  the AARP High  Quality  Tax Free  Money Fund
         operated as the AARP Insured Tax Free Short Term Fund. The total return
         figures  for the five and ten years  ended  September  30, 1996 for the
         AARP High  Quality Tax Free Money Fund are  representative  of the Fund
         prior to its conversion date except that the figures have been adjusted
         to reflect its conversion to a money market fund.

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

         In  addition  to total  return  described  above,  the  Funds may quote
nonstandard "cumulative total return."

         The  cumulative  total  return is the rate of return on a  hypothetical
initial  investment of $1,000 for a specified  period.  Cumulative  total return
quotations  reflect  changes in the price of a Fund's shares and assume that all
dividends and capital gains  distributions  during the period were reinvested in
Fund  shares.  Cumulative  total  return is  calculated  by finding the rates of
return  of a  hypothetical  investment  over  such  periods,  according  to  the
following formula. (Cumulative total return is then expressed as a percentage):

                                 C = (ERV/P) -1

                   C        =       Cumulative Total Return
                   P        =       a hypothetical initial investment of $1,000
                   ERV              = ending redeemable value: ERV is the value,
                                    at the end of the  applicable  period,  of a
                                    hypothetical  $1,000  investment made at the
                                    beginning of the applicable period.

<TABLE>
<CAPTION>
                                                                  Cumulative Total Return
                                              -----------------------------------------------------------------
                                                 One Year Ended       Five Years Ended      Ten Years Ended
                                                    9/30/96               9/30/96              9/30/96(1)
                                                    -------               -------              ----------

<S>                                                   <C>                                         <C>   
AARP Balanced Stock and Bond Fund                     13.08%                 n.a.                 31.04%
AARP Growth and Income                                20.20%               108.24%               262.51%
AARP U.S. Stock Index Fund+                            n.a.                  n.a.                  n.a.
AARP Global Growth Fund                                n.a.                  n.a.                  3.27%
AARP Capital Growth                                   15.97%                76.63%               242.55%
AARP International Stock Fund+                         n.a.                  n.a.                  n.a.
AARP Small Company Stock Fund+                         n.a.                  n.a.                  n.a.
AARP Diversified Growth Portfolio+                     n.a.                  n.a.                  n.a.
</TABLE>

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

                                       50
<PAGE>

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

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

         From time to time,  quotations  of an AARP Fund's yield may be included
in  advertisements,  sales  literature  or  shareholder  reports.  This yield is
calculated in the following manner.

         The yield is the net annualized  SEC yield based on a specified  30-day
(or one month)  period  assuming  semiannual  compounding  of  income.  Yield is
calculated  by dividing the net  investment  income per share earned  during the
period by the  maximum  offering  price per share on the last day of the period,
according to the following formula:

                         YIELD = 2[((a-b)/cd + 1)^6 - 1]
         Where:

              a    =    dividends   and  interest   earned  during  the  period,
                        including  (except  for  mortgage  or  receivable-backed
                        obligations)  the  amortization  of  market  premium  or
                        accretion   of  market   discount.   For   mortgage   or
                        receivables-backed  obligations,  this  amount  includes
                        realized  gains or  losses  based on  historic  cost for
                        principal repayments received.                          
              b    =    expenses accrued for the period (net of reimbursements).
              c    =    the average  daily number of shares  outstanding  during
                        the period that were entitled to receive dividends.     
              d    =    the maximum  offering price per share on the last day of
                        the period.                                             
                        


                                                    Yield for the 30-day period
                     Fund                            ended September 30, 1996
                     ----                            ------------------------

      AARP GNMA and U.S. Treasury                                     6.54%
      AARP High Quality Bond                                          5.96
      AARP Bond Fund for Income+                                      n.a.
      AARP Insured Tax Free General Bond                              4.72
      AARP Diversified Income Portfolio+                              n.a.

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

d)       AARP Insured Tax Free General Bond and AARP High Quality Tax Free Money
         Fund

         The tax equivalent yield is the net annualized after-tax yield based on
a specified  seven day period for money  market  funds or on a specified  30-day
(one month) period for non-money  market funds  assuming a  reinvestment  of all
dividends paid during the period,  i.e.,  compounding.  Tax equivalent  yield is
calculated  by dividing  that  portion of the Fund's  yield (as  computed in the
yield  description  above) which is  tax-exempt by one minus a stated income tax
rate and adding the  product to that  portion,  if any, of the yield of the Fund
that is not tax-exempt.

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

                     Fund           Tax Bracket:   28%                   31%
                     ----

AARP High Quality Tax Free Money                  4.18%                 4.36%
AARP Insured Tax Free General Bond                6.56%                 6.84%

                                       51
<PAGE>

(e)      General Performance Information

         Quotations  of an AARP  Fund's  performance  are  based  on  historical
earnings and are not intended to indicate  future  performance  of the Fund.  An
investor's  shares when  redeemed may be worth more or less than their  original
cost.  Performance of a Fund will vary based on changes in market conditions and
the level of the  Fund's  expenses.  In periods of  declining  interest  rates a
Fund's  quoted yield and 30-day  current  yield will tend to be somewhat  higher
than prevailing  market rates,  and in periods of rising interest rates a Fund's
quoted yield and 30-day current yield will tend to be somewhat lower.

         Comparison of non-standard  performance data of various  investments is
valid only if  performance  is  calculated  in the same manner.  Since there are
different  methods of calculating  performance,  investors  should  consider the
effect of the methods used to calculate  performance when comparing  performance
of a Fund with performance quoted with respect to other investment  companies or
types of investments.

         From time to time, in marketing and other AARP Fund  literature,  these
AARP Funds'  performances  may be compared to the performance of broad groups of
mutual  funds  with  similar   investment   goals,  as  tracked  by  independent
organizations,  such as Lipper Analytical Services, Inc. ("Lipper"),  Investment
Company Data, Inc. ("ICD"),  CDA Investment  Technologies,  Inc. ("CDA"),  Value
Line Mutual Fund Survey, Morningstar,  Inc. and other independent organizations.
For  instance,  AARP  Growth  Funds will be compared to funds in the growth fund
category;  and so on. In similar  fashion,  the performance of the AARP GNMA and
U.S.  Treasury  Fund  will  be  compared  to that of  certificates  of  deposit.
Evaluations of AARP Fund performance made by independent  sources or independent
experts may also be used in advertisements  concerning the AARP Funds, including
reprints of, or selections from, editorials or articles about these Funds.

         In  connection  with   communicating  its  performance  to  current  or
prospective  shareholders,  the Fund also may compare these figures to unmanaged
indices which may assume  reinvestment of dividends or interest but generally do
not reflect  deductions for  administrative  and management costs.  Indices with
which the Fund may be compared  include  but are not limited to, the  following:
Standard & Poor's  500 Stock  Index (S&P  500),  The  Europe/Australia/Far  East
(EAFE) Index,  Morgan Stanley  Capital  International  World Index,  J.P. Morgan
Global Traded Bond Index, and Salomon Brothers World Government Bond Index.

         Statistical and other  information,  as provided by the Social Security
Administration,  may be used in marketing  materials  pertaining  to  retirement
planning  in order to  estimate  future  payouts  of social  security  benefits.
Estimates may be used on demographic and economic data.

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

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

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

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

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

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

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

                                       52
<PAGE>

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

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

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

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

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

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

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

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

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

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

Investment  Company  Data,  Inc., an  independent  organization  which  provides
performance ranking information for broad classes of mutual funds.

Investor's Business Daily, a daily newspaper that features financial,  economic,
and business news.

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

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

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

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

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

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

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

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

                                       53
<PAGE>

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

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

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

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

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

USA Today, a leading national daily newspaper.

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

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

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

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

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

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

Taking a Global Approach

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

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

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


                                       54
<PAGE>

getting out from under state  control and  restructuring;  developing  countries
continue to open their doors to foreign investment.

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

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

                               TRUST ORGANIZATION

                  (See "FUND ORGANIZATION" in the Prospectus.)

         Each of the AARP Funds is a separate series of a Massachusetts business
trust.  AARP GNMA and U.S.  Treasury Fund,  AARP High Quality Bond Fund, and the
AARP Bond Fund for Income are series of AARP Income Trust. AARP High Quality Tax
Free Money Fund and AARP  Insured Tax Free  General Bond Fund are series of AARP
Tax Free Income  Trust which  changed its name from AARP Insured Tax Free Income
Trust on August 1, 1991.  AARP  Balanced  Stock and Bond Fund,  AARP  Growth and
Income Fund,  AARP U.S. Stock Index Fund,  AARP Global Growth Fund, AARP Capital
Growth Fund, AARP International Stock Fund and AARP Small Company Stock Fund are
series of AARP Growth Trust.  Each of the above Trusts was  established  under a
separate  Declaration of Trust dated June 8, 1984.  AARP High Quality Money Fund
is a separate  series of the AARP Cash Investment  Funds,  which was established
under a Declaration  of Trust dated January 20, 1983.  The original name of AARP
Cash Investment Funds was Master Investment Services Fund. That name was changed
to AARP Money Fund Trust on February 6, 1985, and to its present name on May 24,
1985. AARP Diversified  Income  Portfolio and AARP Diversified  Growth Portfolio
are series of AARP Managed  Investment  Portfolios  Trust which was  established
under a  Declaration  of Trust on  October  21,  1996.  Each  Trust's  shares of
beneficial  interest  of $.01 (AARP High  Quality Tax Free Money Fund $.001) par
value per share are issued in separate  series.  AARP Cash Investment  Funds has
three series in addition to AARP High Quality  Money Fund that are not currently
offered.  None of the other Trusts has an existing series which is not currently
being offered.  Other series may be established  and/or offered by the Trusts in
the future.  Each share of a series  represents an interest in that series which
is equal to each other share of that series.

         The assets  received for the issue or sale of the shares of each series
and all income,  earnings,  profits and  proceeds  thereof,  subject only to the
rights of creditors,  are  specifically  allocated to that series and constitute
the underlying  assets of that series.  The underlying assets of each series are
segregated on the books of account of the Trust,  and are to be charged with the
liabilities  of that series.  The Trustees  have  determined  that expenses with
respect to all series in a Trust are to be  allocated in  proportion  to the net
asset value, or such other  reasonable  basis, of the respective  series in that
Trust except where  allocations of direct  expenses can otherwise be more fairly
made.  The  officers of the Trusts,  subject to the general  supervision  of the
Trustees, have the power to determine which liabilities are allocable to all the
series in a Trust.  Each Trust's  Declaration of Trust provides that allocations
so made to each series shall be binding on all persons.  While each  Declaration
of Trust provides that  liabilities of a series may be satisfied only out of the
assets of that series,  it is possible  that if a series were unable to meet its
obligations,  a court  might find that the  assets of other  series in the Trust
should satisfy such obligations.  In the event of the dissolution or liquidation
of a Trust,  the holders of the shares of each series are entitled to receive as
a class the  underlying  assets of that series  available  for  distribution  to
shareholders.

         Shareholders  are  entitled to one vote per share.  Separate  votes are
taken by each series on all matters  except where the 1940 Act  requires  that a
matter be decided by the vote of  shareholders  of all series of a Trust  voting
together or where a matter  affects  only one of the series,  in which case only
shareholders  of that  series  shall  vote  thereon.  For  example,  a change in
investment  policy for a series would be voted upon only by  shareholders of the
series  involved.  Additionally,  approval of each Trust's  investment  advisory
agreement is a matter to be determined  separately by each series in that Trust.
Approval  of the  agreement  by the  shareholders  of one  series  in a Trust is
effective as to that series  whether or not enough  votes are received  from the
shareholders  of other series in the Trust to approve  such  agreement as to the
other series.

                                       55
<PAGE>

         The Trustees of the Trusts have the  authority to establish  additional
series and to  designate  the  relative  rights and  preferences  as between the
series.  All shares issued and  outstanding  of each series that is offered by a
Trust will be fully paid and  non-assessable  by the Trust,  and  redeemable  as
described in this Statement of Additional Information and in the Prospectus.

         Each  Declaration of Trust  provides that  obligations of the Trust are
not binding  upon the  Trustees  individually  but only upon the property of the
Trust,  that the Trustees and officers will not be liable for errors of judgment
or mistakes of fact or law, and that the Trust will  indemnify  its Trustees and
officers  against  litigation  in which  they may be  involved  because of their
offices with the Trust except if it is determined in the manner  provided in the
Declaration  of Trust that they have not acted in good  faith in the  reasonable
belief that their  actions  were in the best  interests  of the Trust.  However,
nothing in any of the Declarations of Trust protects or indemnifies a Trustee or
officer  against any liability to which he or she would  otherwise be subject by
reason  of  willful  misfeasance,  bad  faith,  gross  negligence,  or  reckless
disregard of the duties involved in the conduct of his office.

                             MANAGEMENT OF THE FUNDS

                  (See "FUND ORGANIZATION" in the Prospectus.)

   
         Each Trust has  retained  Scudder,  Stevens & Clark,  Inc.,  a Delaware
corporation (the "Fund Manager"),  to perform management and investment advisory
services for the Funds. Each Trust,  except AARP Managed  Investment  Portfolios
Trust,  has  retained  the Fund  Manager  pursuant to an  Investment  Management
Agreement with each Trust ("Management  Agreement") dated February 1, 1994. AARP
Managed  Investment  Portfolios  Trust has  retained the Fund Manager to perform
management and investment  advisory  services for the Portfolios  pursuant to an
Investment Management Agreement dated February 1, 1997.
    

         Each Management Agreement provides that the Fund Manager will regularly
provide, or cause to be provided, to the AARP Funds investment research,  advice
and  supervision  and furnish  continuously  an investment  program for the AARP
Funds consistent with each Fund's investment objective and policies.

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

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

         Total program assets as of September 30, 1996 were over $13 billion.

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

                                       56
<PAGE>

         The individual Fund fees are as follows:

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

         AARP GNMA and U.S.  Treasury Fund,  12/1200 of 1% (or approximately .12
         of 1% on an annual basis);

         AARP High Quality Bond Fund,  19/1200 of 1% (or approximately .19 of 1%
         on an annual basis);

         AARP Bond Fund for Income, 28/1200 of 1% (or approximately .28 of 1% on
         an annual basis);

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

         AARP  Insured  Tax  Free   General   Bond  Fund,   19/1200  of  1%  (or
         approximately .19 of 1% on an annual basis);

         AARP Balanced Stock and Bond Fund,  19/1200 of 1% (or approximately .19
         of 1% on an annual basis);

         AARP Growth and Income Fund,  19/1200 of 1% (or approximately .19 of 1%
         on an annual basis);


         AARP U.S. Stock Index Fund, 0/1200 of 1% (0 of 1% on an annual basis);


         AARP Global Growth Fund,  55/1200 of 1% (or  approximately .55 of 1% on
         an annual basis);

         AARP Capital Growth Fund,  32/1200 of 1% (or approximately .32 of 1% on
         an annual basis);

         AARP  International  Stock Fund, 60/1200 of 1% (or approximately .60 of
         1% on an annual basis);


         AARP Small Company Stock Fund,  55/1200 of 1% (or  approximately .55 of
         1% on an annual basis);

         AARP  Diversified  Income  Portfolio,   n/a;  

         AARP  Diversified  Growth Portfolio, n/a.

   
         The  advisory  fees from  October 1, 1993 to January 31, 1994 under the
previous  Management  Agreement and under the present Management  Agreement from
February  1, 1994 to  September  30,  1994 and for the two  fiscal  years  ended
September 30, 1996 were as follows:
    

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

   
@    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
     Stock  Fund,  AARP  Small  Company  Stock  Fund,  AARP  Diversified  Income
     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, 1994, 1995 and
1996 were as follows:

                                       57
<PAGE>

<TABLE>
<CAPTION>
                                                                   1994              1995              1996
                                                                   ----              ----              ----
        <S>                                                        <C>                <C>               <C> 
       AARP High Quality Money Fund                               1.13%              .98%              .96%
       AARP GNMA and U.S. Treasury Fund                            .66               .67               .64
       AARP High Quality Bond Fund                                 .95               .95               .91
       AARP Bond Fund for Income**                                 n.a.               n.a.             n.a.
       AARP High Quality Tax Free Money Fund                       .90               .87               .85
       AARP Insured Tax Free General Bond Fund                     .68               .69               .66
       AARP Balanced Stock and Bond Fund@                         1.31+              1.01              .88
       AARP Growth and Income Fund                                 .76               .72               .69
       AARP U.S. Stock Index Fund**                                n.a.              n.a.              n.a.
       AARP Global Growth Fund*                                    n.a.              n.a.             1.75+
       AARP Capital Growth Fund                                    .97               .95               .90
       AARP International Stock Fund**                             n.a.              n.a.              n.a.
       AARP Small Company Stock Fund**                             n.a.              n.a.              n.a.
       AARP Diversified Income Portfolio**                         n.a.              n.a.              n.a.
       AARP Diversified Growth Portfolio**                         n.a.              n.a.              n.a.
</TABLE>

   
@    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
     Stock  Fund,  AARP  Small  Company  Stock  Fund,  AARP  Diversified  Income
     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.

   
         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,  Stevens & Clark,
Inc.,  AARP  Financial  Services  Corporation or AARP; the cost of preparing and
distributing reports and notices to shareholders; and the fees and disbursements
of  custodians.  Each Trust may arrange to have third parties assume all or part
of the expenses of sale,  underwriting  and distribution of shares of the Trust.
Each Trust is also  responsible  for its expenses  incurred in  connection  with
litigation,  proceedings  and  claims  and the legal  obligation  it may have to
indemnify  its  officers  and  Trustees  with  respect  thereto.  The  custodian
agreement for each Trust provides that the custodian shall compute the net asset
value for that Trust.

   
         Each Management  Agreement  provides that the Fund Manager shall not be
required to pay expenses of distribution of the Funds' shares to the extent that
(i) such distribution  expenses are, pursuant to a written contract, to be borne
by a principal  underwriter of the Trust ("Scudder Investor  Services,  Inc." is
principal  underwriter for the AARP Trusts), (ii) the Trust shall have adopted a
plan in  conformity  with Rule  12b-1  under the 1940 Act  ("Rule  12b-1  plan")
providing for the Trust (or the Funds or some other party) to assume some or all
of such  expenses,  or (iii) such  expenses  are required to be paid by 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
    


                                       58
<PAGE>

require the approval of the Trustees, including a majority of those Trustees who
are not interested  persons of the Trust,  and of a majority of the  outstanding
voting securities of each Fund.)

   
     The  Investment  Management  Agreements  for all Funds  except  AARP Global
Growth  Fund,  AARP Bond Fund for  Income,  AARP U.S.  Stock  Index  Fund,  AARP
International  Stock  Fund,  and AARP Small  Company  Stock Fund will  remain in
effect  until  August 31,  1997 and from year to year  thereafter  only if their
continuance is specifically approved at least annually by the vote of a majority
of those Trustees who are not parties to such Agreements or "interested persons"
of the Fund Manager or the  particular  Trust cast in person at a meeting called
for the purpose of voting on such  approval  and either by vote of a majority of
the  Trustees or, with  respect to each Fund,  by a majority of the  outstanding
voting  securities  of  that  Fund.  The  Supplement  to  Investment  Management
Agreement for the AARP Global Growth Fund will remain in effect until August 31,
1997 and from year to year  thereafter  only if its  continuance is specifically
approved at least  annually by the vote of a majority of those  Trustees who are
not parties to such  Agreement  or  "interested  persons"  of the Fund  Manager,
Scudder,  Stevens & Clark,  Inc.  or the  particular  Trust  cast in person at a
meeting  called for the purpose of voting on such approval and either by vote of
a  majority  of  the  Trustees  or,  by a  majority  of the  outstanding  voting
securities  of the  AARP  Global  Growth  Fund.  The  Supplement  to  Investment
Management  Agreement for the AARP Bond Fund for Income,  AARP U.S.  Stock Index
Fund, AARP  International  Stock Fund, and AARP Small Company Stock Fund and the
Investment  Management  Agreement for the AARP Diversified  Income Portfolio and
AARP  Diversified  Growth  Portfolio will remain in effect until August 31, 1998
and  from  year  to year  thereafter  only if its  continuance  is  specifically
approved at least  annually by the vote of a majority of those  Trustees who are
not parties to such Agreement or "interested persons" of the Fund Manager or the
particular Trust cast in person at a meeting called for the purpose of voting on
such approval and either by vote of a majority of the Trustees or, by a majority
of the outstanding voting securities of the particular AARP Fund. In the event a
Management Agreement is approved by the shareholders of one of the Funds but not
by the shareholders of the other Fund, the Management Agreement will continue in
effect as to the former Fund but not the latter.  The Management  Agreements for
all Funds  except AARP Global  Growth  Fund were last  approved by the  Trustees
(including a majority of the Trustees who are not "interested  persons") on June
18,  1996 and by the  shareholders  on  January  13,  1994.  The  Supplement  to
Investment  Management  Agreement for AARP Global Growth Fund dated  February 1,
1996 was  approved  by the  Trustees  on  December  13,  1995 and by the initial
shareholder  on January  24,  1996.  The  Supplement  to  Investment  Management
Agreement for the AARP Bond Fund for Income,  AARP U.S.  Stock Index Fund,  AARP
International  Stock Fund and AARP Small Company Stock Fund,  dated  February 1,
1997 was  approved  by the  Trustees  on  December  16,  1996 and by the initial
shareholder  of each Fund on January 30, 1997.  Each Agreement may be terminated
at any time without  payment of penalty by either  party on sixty days'  written
notice, and automatically terminates in the event of its assignment.

         Pursuant  to a  Subadvisory  Agreement  entered  into  between the Fund
Manager and Bankers  Trust  Company on February 1, 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: .07% of the first $100
million  of  average  daily net  assets,  .03% of such  assets in excess of $100
million, and .01% of such assets in excess of $200 million with a minimum annual
fee of $75,000.  For the first twelve months of  management,  the Subadviser has
agreed to waive a portion of its fee. After the first year, the full fee will be
charged.
    

         A  Special  Servicing  Agreement  (the  "Service  Agreement")  has been
entered into among the Fund Manager,  the Underlying AARP Mutual Funds,  Scudder
Service  Corporation,  Scudder Fund  Accounting  Corporation,  Scudder  Investor
Services,  Inc. and the AARP Managed Investment  Portfolios Trust on February 1,
1997.  Under the  Service  Agreement,  the Fund  Manager  will  arrange  for all
services  pertaining  to the  operation of the Trust  including  the services of
Scudder Service  Corporation  and Scudder Fund Accounting  Corporation to act as
Shareholder  Servicing Agent and Fund Accounting Agent,  respectively,  for each
Portfolio. In addition, the Service Agreement will provide that, if the officers
of any  Underlying  AARP Mutual Fund, at the direction of the Board of Trustees,
determine that the aggregate expenses of a Portfolio are less than the estimated
savings to the Underlying AARP Mutual Fund from the operation of that Portfolio,
the  Underlying  AARP Mutual Fund will bear those  expenses in proportion to the
average daily value of its shares owned by that  Portfolio.  No Underlying  AARP
Mutual Fund will bear such  expenses in excess of the  estimated  savings to it.
Such savings are expected to result  primarily from the  elimination of numerous
separate  shareholder accounts which are or would have been invested directly in
the  Underlying  AARP Mutual Funds and the  resulting  reduction in  shareholder
servicing  costs.  In  this  regard,  the  shareholder  servicing  costs  to any


                                       59
<PAGE>

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.
    

         In the event that the aggregate  financial  benefits to the  Underlying
AARP Mutual Funds do not exceed the costs of a Portfolio,  the Fund Manager will
pay, on behalf of that  Portfolio,  that portion of costs,  as set forth herein,
determined to be greater than the benefits. The determination of whether and the
extent to which the  benefits  to the  Underlying  AARP  Mutual  Funds  from the
organization of the Trust will exceed the costs to such funds will be made based
upon the analysis criteria set forth in the Order.  This  cost-benefit  analysis
was  initially  reviewed by the  Trustees of the  Underlying  AARP Mutual  Funds
before  participating in the Service Agreement.  For future years, there will be
an  annual   review  of  the  Service   Agreement  to  determine  its  continued
appropriateness for each Underlying AARP Mutual Fund.

         Certain  non-recurring and  extraordinary  expenses will not be paid in
accordance with the Service Agreement including:  the fees and costs of actions,
suits or proceedings  and any penalties or damages in connection  therewith,  to
which a  Portfolio  may  incur  directly,  or may incur as a result of its legal
obligation to provide indemnification to its officers,  trustees and agents; the
fees and costs of any governmental  investigation  and any fines or penalties in
connection therewith;  and any federal,  state or local tax, or related interest
penalties  or  additions  to tax,  incurred,  for  example,  as a result  of the
Portfolios' failure to distribute all of its earnings,  failure to qualify under
subchapter  M of the  Internal  Revenue  Code,  or  failure  to timely  file any
required tax returns or other filings. Under unusual circumstances,  the parties
to the Service Agreement may agree to exclude certain other expenses.

         Scudder,  Stevens  &  Clark,  Inc.  is  one  of  the  most  experienced
investment  management  firms in the  United  States.  It was  established  as a
partnership in 1919 and pioneered the practice of providing  investment  counsel
to individual  clients on a fee basis.  In 1928 it introduced  the first no-load
mutual Fund to the public. In 1953,  Scudder  introduced  Scudder  International
Fund,  the  first  Fund  available  in the  U.S.  investing  internationally  in
securities of issuers in several foreign countries.  The principal source of the
Fund Manager's  income is professional  fees received from providing  continuous
investment  advice,  and the firm derives no income from  banking,  brokerage or
underwriting  of  securities.  Today,  it provides  investment  counsel for many
individuals  and  institutions,   including   insurance   companies,   colleges,
industrial corporations,  and financial and banking organizations.  In addition,
it manages  Montgomery Street Income  Securities,  Inc.,  Scudder California Tax
Free Trust,  Scudder Cash Investment Trust,  Scudder Equity Trust, Scudder Fund,
Inc., Scudder Funds Trust, Scudder Global Fund, Inc., Scudder GNMA Fund, Scudder
Institutional  Fund, Inc., Scudder  International Fund, Inc., Scudder Investment
Trust,  Scudder Municipal Trust,  Scudder Mutual Funds,  Inc.,  Scudder New Asia
Fund,  Inc.,  Scudder New Europe Fund,  Inc.,  Scudder Pathway  Series,  Scudder
Portfolio Trust, Scudder Securities Trust, Scudder State Tax Free Trust, Scudder
Tax Free Money Fund,  Scudder Tax Free Trust,  Scudder U.S. Treasury Money Fund,
Scudder Variable Life Investment Fund, Scudder World Income  Opportunities Fund,
Inc., The Argentina Fund,  Inc., The Brazil Fund,  Inc., The First Iberian Fund,
Inc., The Korea Fund,  Inc., The Japan Fund,  Inc., and The Latin America Dollar
Income Fund,  Inc.  Some of the  foregoing  companies or trusts have two or more
series.

         The Fund Manager maintains a large research department,  which conducts
continuous  studies  of  the  factors  that  affect  the  condition  of  various
industries,  companies and individual securities. In this work, the Fund Manager
utilizes  certain  reports  and  statistics  from a  wide  variety  of  sources,
including  brokers and dealers who may execute  portfolio  transactions  for the
Fund and for clients of the Fund Manager, but conclusions are based primarily on
investigations and critical analyses by its own research specialists.

                                       60
<PAGE>

         Certain  investments may be appropriate for more than one Fund and also
for other  clients  advised by the Fund Manager.  Investment  decisions for each
Fund and for other  clients are made with a view to achieving  their  respective
investment  objectives and after  consideration of such factors as their current
holdings,  availability of cash for investment and the size of their investments
generally.  Frequently, a particular security may be bought or sold for only one
Fund or client or in different  amounts and at different times for more than one
but less than all Funds or other clients. Likewise, a particular security may be
bought for one or more Funds or clients  when one or more other Funds or clients
are selling the security.  In addition,  purchases or sales of the same security
may be made for two or more Funds or  clients  on the same  date.  In such event
such  transactions  will be allocated among the Funds and/or clients in a manner
believed  by the Fund  Manager to be  equitable  to each.  In some  cases,  this
procedure  could have an adverse effect on the price or amount of the securities
purchased or sold by a Fund. Purchase and sale orders for a Fund may be combined
with those of other Funds or clients of the Fund Manager in the interest of most
favorable net results to the particular Fund.

   
         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
February 1, 1994,  AARP  Financial  Services  Corp.  ("AFSC")  provides the Fund
Manager with  nondistribution  related service and advice  primarily  concerning
designing and tailoring the AARP  Investment  Program from Scudder and its Funds
to meet the needs of AARP's members on an ongoing basis. AARP Financial Services
Corp. receives, as compensation for its services, a Monthly Member Services fee.
The fee paid to AFSC is  calculated on a daily basis and depends on the level of
total assets of the AARP Investment Program. The fee rate decreases as the level
of total  assets  increases.  The fee rate for each level of assets is .07 of 1%
for the  first $6  billion,  .06 of 1% for the next  $10  billion  and .05 of 1%
thereafter.

         The Member  Services  Agreement  will remain in effect until August 31,
1997 and from year to year  thereafter  only if its  continuance is specifically
approved at least  annually by the vote of a majority of those  Trustees who are
not "interested persons" of the Fund Manager,  AFSC, or the Funds cast in person
at a meeting  called for the  purpose of voting on such  approval  and either by
vote of a majority of the Trustees or, with respect to each Fund,  by a majority
of the outstanding voting securities of that Fund. The continuance of the Member
Services  Agreement was last  approved by the Trustees  (including a majority of
the  Trustees  who are not such  "interested  persons")  on June 18, 1996 and by
shareholders  on  January  13,  1994.  The  Member  Services  Agreement  may  be
terminated  at any time  without  payment of penalty by the Funds on sixty days'
written notice,  or by AFSC upon six months' notice to the Funds and to the Fund
Manager,  and  automatically  terminates  in the event of its  assignment or the
assignment of the Management Agreement.

         Pursuant  to a Service  Mark  License  Agreement,  dated March 20, 1996
among the Trusts,  except for AARP Managed Investment Portfolios Trust, the Fund
Manager and AARP, use of the AARP service marks by a Trust and its Funds will be
terminated, unless otherwise agreed to by AARP, upon termination of that Trust's
Management Agreement.

         Officers  and  employees of the Fund Manager from time to time may have
transactions with various banks, including the AARP Funds' custodian bank. It is
the Fund Manager's  opinion that the terms and conditions of those  transactions
which have  occurred were not  influenced by existing or potential  custodial or
other Fund relationships.

         None of the officers or Trustees of a Trust may have dealings with that
Trust as principals in the purchase or sale of securities,  except as individual
subscribers or holders of shares of the Funds.

                                       61
<PAGE>

Personal Investments by Employees of Scudder

     Employees   of  Scudder  are   permitted   to  make   personal   securities
transactions,  subject to requirements  and  restrictions set forth in Scudder's
Code of Ethics. The Code of Ethics contains provisions and requirements designed
to  identify  and  address  certain   conflicts  of  interest  between  personal
investment  activities and the interests of investment  advisory clients such as
the Funds. Among other things, the Code of Ethics, which generally complies with
standards  recommended by the Investment Company  Institute's  Advisory Group on
Personal  Investing,  prohibits  certain  types  of  transactions  absent  prior
approval,  imposes time periods  during which personal  transactions  may not be
made in certain  securities,  and requires the  submission  of duplicate  broker
confirmations  and monthly  reporting  of  securities  transactions.  Additional
restrictions apply to portfolio managers,  traders, research analysts and others
involved  in the  investment  advisory  process.  Exceptions  to these and other
provisions  of the Code of Ethics  may be granted  in  particular  circumstances
after review by appropriate personnel.

<TABLE>
<CAPTION>
                              TRUSTEES AND OFFICERS

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

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

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

Carole Lewis Anderson (52)            Trustee               President, MASDUN Capital          --
3616 Reservoir Road, N.W.                                   Advisors; Formerly Principal,
Washington, DC                                              Suburban Capital Markets, Inc.;
                                                            Director, VICORP Restaurants,
                                                            Inc.; Member of the Board,
                                                            Association for Corporate Growth
                                                            of Washington, D.C.; Trustee,
                                                            Hasbro Children's Foundation and
                                                            Mary Baldwin College

Adelaide Attard (66)                  Trustee               Gerontology Consultant; Member,    --
270-28N Grand Central Parkway                               New York City Department of
Floral Park, NY                                             Aging Advisory Council--
                                                            Appointed by Mayor (1995); Board
                                                            Member, American Association on
                                                            International Aging (1981 to
                                                            present); Commissioner, County
                                                            of Nassau, New York, Dept. of
                                                            Senior Citizen Affairs
                                                            (1971-1991); Chairperson,
                                                            Federal Council on Aging
                                                            (1981-1986)

Cyril F. Brickfield+* (78)            Trustee               Honorary President and Special    --
                                                            Counsel, American Association of
                                                            Retired Persons

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

Robert N. Butler, M.D. (70)           Trustee               Director, International           --
211 Central Park West                                       Longevity Center and Professor
Apt. 7F                                                     of Geriatrics and Adult
New York, NY                                                Development; Chairman, Henry L.
                                                            Schwartz Department of
                                                            Geriatrics and Adult
                                                            Development, Mount Sinai Medical
                                                            Center (1982 to present);
                                                            Formerly Director, National
                                                            Institute on Aging, National
                                                            Institute of Health (1976-1982)

Esther Canja+* (69)                   Trustee               Vice President, American          --
                                                            Association of Retired Persons;
                                                            Trustee and Chair, AARP Group
                                                            Health Insurance Plan; Board
                                                            Liaison, National Volunteer
                                                            Leadership Network Advisory
                                                            Committee; Chair, Board
                                                            Operations Committee; AARP State
                                                            Director of Florida (1990-1992)

Edgar R. Fiedler (67)                 Trustee               Senior Fellow and Economic        --
845 Third Ave.                                              Counselor
New York, NY

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

Lt. Gen. Eugene P. Forrester (70)     Trustee               Lt. General (Retired), U.S.       --
1101 S. Arlington Ridge Rd.                                 Army; International Trade
Arlington, VA                                               Counselor (1983 to present);
                                                            Consultant

Wayne F. Haefer+* (60)                Trustee               Director, Membership Division of  --
                                                            AARP; Formerly Secretary,
                                                            Employee's Pension and Welfare
                                                            Trusts of AARP and Retired
                                                            Persons Services, Inc.

George L. Maddox, Jr. (71)            Trustee               Professor Emeritus and Director,  --
P.O. Box 2920                                               Long Term Care Resources
Duke Univ. Medical Center                                   Program, Duke University Medical
Durham, NC                                                  Center; Professor Emeritus of
                                                            Sociology, Departments of
                                                            Sociology and Psychiatry, Duke
                                                            University

                                       63
<PAGE>
                                                                                               Position with
                                                                                               Underwriter,
Name, Age                             Position              Principal                          Scudder Investor
and Address                           with Trusts           Occupation**                       Services, Inc.
- -----------                           -----------           ------------                       --------------

Robert J. Myers (84)                  Trustee               Actuarial Consultant (1983-        --
9610 Wire Ave.                                              present); Formerly Chairman,
Silver Spring, MD                                           Commission on Railroad
                                                            Retirement Reform (1988-90);
                                                            Deputy Commissioner, Social
                                                            Security Administration
                                                            (1981-1982); Member, National
                                                            Commission on Social Security
                                                            (1978-1981); Formerly Executive
                                                            Director, National Commission on
                                                            Social Security Reform
                                                            (1982-1983); Director: NASL
                                                            Series Trust, Inc. and North
                                                            American Funds, Inc.; Member,
                                                            Prospective Payment Assessment
                                                            Commission.

James H. Schulz (60)                  Trustee               Professor of Economics and         --
158 Scruton Pond Road                                       Kirstein Professor of Aging
Barrington, NH                                              Policy, Policy Center on Aging,
                                                            Florence Heller School, Brandeis
                                                            University

Gordon Shillinglaw (71)               Trustee               Professor Emeritus of              --
196 Villard Ave.                                            Accounting, Columbia University
Hastings-on-Hudson, NY                                      Graduate School of Business

Thomas W. Joseph## (57)               Vice President        Principal of Scudder, Stevens &    Vice President,
                                                            Clark, Inc.                        Director, Treasurer and
                                                                                               Assistant Clerk

David S. Lee## (63)                   Vice President and    Managing Director of Scudder,      President, Assistant
                                      Assistant Treasurer   Stevens & Clark, Inc.              Treasurer and Director

Thomas F. McDonough## (50)            Vice President and    Principal of Scudder, Stevens &    Assistant Clerk
                                      Assistant Secretary   Clark, Inc.

Pamela A. McGrath## (43)              Vice President and    Managing Director of Scudder,     --
                                      Treasurer             Stevens & Clark, Inc.

Edward J. O'Connell# (51)             Vice President and    Principal of Scudder, Stevens &    Assistant Treasurer
                                      Assistant Treasurer   Clark, Inc.

James W. Pasman## (44)                Vice President        Principal of Scudder, Stevens &   --
                                                            Clark, Inc.

Kathryn L. Quirk# (44)                Vice President and    Managing Director of Scudder,      Senior Vice President
                                      Secretary             Stevens & Clark, Inc.              and Clerk

                                       64
<PAGE>

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

Cornelia M. Small# (52)               President             Managing Director of Scudder,     --
                                                            Stevens & Clark, Inc.
</TABLE>

*    Messrs.  Brickfield,  Deets, Findlay, Haefer and Ms. Canja and Ms. Coughlin
     are  Trustees  of each of the Trusts and are  considered  by the Trusts and
     their  counsel to be persons  who are  "interested  persons"  of the Trusts
     (within the meaning of the 1940 Act).
**   Unless otherwise stated, all the Trustees and officers have been associated
     with  their  respective  companies  for  more  than  five  years,  but  not
     necessarily in the same capacity.
#    Address:  345 Park Avenue, New York, New York
##   Address:  Two International Place, Boston, Massachusetts
+    Address:  601 E Street, N.W., Washington, D.C.

         As of December  31,  1996,  all Trustees and officers of the Funds as a
group owned  beneficially  (as that term is defined  under  Section 13(d) of the
Securities Exchange Act) less than 1% of the outstanding shares of each Fund. To
the best of the  Trusts'  knowledge  as of  December  31,  1996 no person  owned
beneficially more than 5% of the outstanding shares of any of the Trusts.

                                  REMUNERATION

         Several of the  officers  and Trustees of the Trusts may be officers or
employees  of  Scudder,  Stevens & Clark,  Inc.,  Scudder  Service  Corporation,
Scudder Investor Services, Inc., Scudder Fund Accounting Corp., or Scudder Trust
Company  and  will  participate  in the  fees  received  by  such  entities.  No
individual  affiliated with AARP will participate directly in any such fees. The
Trusts pay no direct remuneration to any officer of the Trusts. However, each of
the Trustees who is not affiliated with Scudder,  Stevens & Clark,  Inc. or AARP
will be paid by the  Trust(s)  for  which he or she  serves  as  Trustee.  Until
September 30, 1996, each of these  unaffiliated  Trustees received an annual fee
of $2000 from each Fund for which he or she serves plus $270 for each  Trustees'
meeting  and $200 for each  audit  committee  meeting  or  meeting  held for the
purpose of considering arrangements between the Fund and the Fund Manager or any
of its affiliates  attended.  Each  unaffiliated  Trustee also received $100 per
committee meeting, other than an audit committee meeting,  attended. If any such
meetings are held jointly with  meetings of one or more mutual funds  advised by
the Fund Manager,  a maximum fee of $800 for meetings of the Board,  meetings of
the   unaffiliated   members  of  the  Board  for  the  purpose  of  considering
arrangements  between the Fund and the Fund Manager or any of its  affiliates or
the audit committees of such Funds, and $400 for all other committee meetings or
meetings of the unaffiliated members of the Board is paid, to be divided equally
among the Funds.  Effective  October 1, 1996,  each  unaffiliated  Trustee  will
receive  an annual  retainer  of  $10,000  for  serving as a Trustee of the AARP
Investment Program. In addition, each Trustee will receive from each Fund, a fee
of $175 for attending each Trustees' meeting;  $150 for attending each audit and
contract  committee  meeting;  $100  for  attending  each  nominating  committee
meeting;  and $125 for attending each additional committee meeting. For the year
ended  September 30, 1996, the Trustees' fees and expenses for nine of the Funds
were as follows:

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

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


                                       65
<PAGE>
                   Fund                         Expense
                   ----                         -------

 AARP Global Growth Fund                              15,157
 AARP Capital Growth Fund                             24,009

The  following  table  shows  the  aggregate   compensation   received  by  each
unaffiliated  Trustee  from each Trust and from all AARP Trusts and Scudder Fund
complex for the year ended December 31, 1996.

<TABLE>
<CAPTION>
                                                                  AARP                         All AARP Trusts+
                              AARP Cash           AARP          Tax Free          AARP            and Scudder
Name                      Investment Fund+++ Income Trust@   Income Trust#   Growth Trust##      Fund Complex
- ----                      ----------------   -------------   -------------   --------------      ------------

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

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

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

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

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

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

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

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

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

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

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

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

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

#        AARP Tax Free Income Trust consists of two Funds: AARP High Quality Tax
         Free Money Fund and AARP Insured Tax Free General Bond Fund.

##       AARP Growth Trust consists of seven Funds: AARP Balanced Stock and Bond
         Fund,  AARP U.S.  Stock Index Fund,* AARP Growth and Income Fund,  AARP
         Global Growth Fund,* AARP Capital Growth Fund, AARP International Stock
         Fund,* and AARP Small Company Stock Fund.*

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

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

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

                                       66
<PAGE>

                                   DISTRIBUTOR

         Each of the Trusts has an underwriting  agreement with Scudder Investor
Services,  Inc. (the  "Distributor"),  a Massachusetts  corporation,  which is a
subsidiary  of  Scudder,  Stevens & Clark,  Inc.,  a Delaware  corporation.  The
underwriting  agreements  for all of the Trusts  except AARP Managed  Investment
Portfolios  Trust dated September 4, 1985 will remain in effect until August 31,
1997 and from year to year  thereafter  only if their  continuance  is  approved
annually by a majority of the members of the Board of Trustees of each Trust who
are not parties to such  agreement or  interested  persons of any such party and
either  by vote of a  majority  of the  Board  of  Trustees  of each  Trust or a
majority of the outstanding  voting  securities of each Trust.  The underwriting
agreement for AARP Managed Investment Portfolios Trust is dated February 1, 1997
and  will  remain  in  effect  until  August  31,  1998  and  from  year to year
thereafter.

         Under  each  Trust's  principal  underwriting  agreement,  the Trust is
responsible  for:  the payment of all fees and expenses in  connection  with the
preparation and filing with the SEC of its registration statement and prospectus
and any amendments and supplements  thereto;  the registration and qualification
of shares for sale in the various states,  including  registering the Trust as a
broker or dealer;  the fees and  expenses  of  preparing,  printing  and mailing
prospectuses  (see  below for  expenses  relating  to  prospectuses  paid by the
Distributor),   notices,  proxy  statements,  reports  or  other  communications
(including  newsletters) to shareholders of the Trust;  the cost of printing and
mailing  confirmations of purchases of shares and the prospectuses  accompanying
such confirmations;  any issue taxes or any initial transfer taxes; a portion of
shareholder  toll-free  telephone  charges;  the cost of wiring  funds for share
purchases  and  redemptions  (unless paid by the  shareholder  who initiates the
transaction); and the cost of printing and postage of business reply envelopes.

         The Distributor will pay for printing and distributing  prospectuses or
reports  prepared for its use in  connection  with the offering of shares of the
Funds to the public and preparing,  printing and mailing any other literature or
advertising  in  connection  with the  offering  of  shares  of the Funds to the
public.  The  Distributor  will pay all fees and expenses in connection with its
qualification  and  registration  as a broker or dealer under  federal and state
laws,  a portion of the cost of  toll-free  telephone  service  and  expenses of
customer service  representatives,  a portion of the cost of computer terminals,
and of any activity which is primarily  intended to result in the sale of shares
issued by each Trust.

         Note: Although each Trust does not currently have a Rule 12b-1 Plan and
shareholder  approval would be required in order to adopt one, the  underwriting
agreements  provide  that the  Trust  will  also  pay  those  fees and  expenses
permitted to be paid or assumed by that Trust  pursuant to a Rule 12b-1 Plan, if
any, adopted by each Trust,  notwithstanding any other provision to the contrary
in the  underwriting  agreement  and each Trust or a third  party will pay those
fees  and  expenses  not  specifically  allocated  to  the  Distributor  in  the
underwriting agreement.

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

                                      TAXES

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

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

         Each  AARP Fund must  distribute  its  taxable  income  according  to a
prescribed  formula  and will be  subject  to a 4%  nondeductible  excise tax on
amounts not so  distributed.  The  formula  requires a Fund to  distribute  each
calendar year at least 98% of its ordinary income (excluding  tax-exempt income)


                                       67
<PAGE>

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, 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  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
additional shares will have a cost basis for Federal income tax purposes in each
share  received  equal  to the net  asset  value  of a share  of the Fund on the
reinvestment date.

         Distributions  by a Fund  reduce  the net  asset  value  of the  Fund's
shares.  Should a distribution  reduce the net asset value below a shareholder's
cost basis, such distribution  nevertheless  would be taxable to the shareholder
as ordinary  income or capital gain as  described  above,  even though,  from an
investment  standpoint,  it may  constitute  a  partial  return of  capital.  In
particular,  investors  should be careful to consider  the tax  implications  of
buying  shares just prior to a  distribution.  The price of shares  purchased at
that time includes the amount of the forthcoming distribution.  Those purchasing
just  prior to a  distribution  will  then  receive  a return  of  capital  upon
distribution which will nevertheless be taxable to them.

         Shareholders who redeem,  sell or exchange shares of a Fund may realize
gain or loss if the  proceeds are more or less than the  shareholder's  purchase
price.  Such gain or loss  generally  will be a capital gain or loss if the Fund
shares were capital assets in the hands of the  shareholder,  and generally will
be long- or  short-term,  depending  on the length of time the Fund  shares were
held. However,  if a shareholder  realizes a loss on the sale of a share held at
the time of sale for six months or less,  such loss will be treated as long-term
capital loss to the extent of any amounts treated as  distributions of long-term


                                       68
<PAGE>

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
or securities and conversion of short-term capital losses into long-term capital
losses.  An exception to these straddle rules exists for any "qualified  covered
call options" on stock written by a Fund.

         Positions of a Fund which consist of at least one position not governed
by Section  1256 and at least one futures  contract,  foreign  currency  forward
contract  or  nonequity  option  governed  by Section  1256 which  substantially
diminishes  the Fund's risk of loss with respect to such other  position will be
treated as a "mixed  straddle."  Although  mixed  straddles  are  subject to the
straddle rules of Section 1092 of the Code, certain tax elections exist for them
which reduce or eliminate the  operation of these rules.  Each Fund will monitor
its  transactions  in options and futures and may make certain tax  elections in
connection with these investments.

         Under  the  Code,  gains or  losses  attributable  to  fluctuations  in
exchange  rates  which  occur  between the time a Fund  accrues  receivables  or
liabilities  denominated  in a foreign  currency and the time the Fund  actually
collects  such  receivables  or pays such  liabilities  generally are treated as
ordinary income or ordinary loss.  Similarly,  on disposition of debt securities
denominated  in a  foreign  currency  and  on  disposition  of  certain  futures
contracts,  forward  contracts  and  options,  gains or losses  attributable  to
fluctuations in the value of foreign currency between the date of acquisition of
the  security  or  contract  and the date of  disposition  are also  treated  as
ordinary  gain or loss.  These  gains or losses,  referred  to under the Code as
"Section  988" gains or losses,  may increase or decrease the amount of a Fund's
investment  company  taxable  income to be distributed  to its  shareholders  as
ordinary income.

         If a Fund invests in stock of certain foreign investment companies, the
Fund may be subject to U.S.  federal income taxation on a portion of any "excess
distribution"  with respect to, or gain from the disposition of, such stock. The
tax would be determined by allocating such  distribution or gain ratably to each
day of the Fund's  holding  period for the stock.  The  distribution  or gain so
allocated  to any taxable  year of the Fund,  other than the taxable year of the


                                       69
<PAGE>

excess  distribution or  disposition,  would be taxed to the Fund at the highest
ordinary  income  rate in effect  for such  year,  and the tax would be  further
increased by an interest  charge to reflect the value of the tax deferral deemed
to have resulted from the ownership of the foreign  company's  stock. Any amount
of  distribution  or gain allocated to the taxable year of the  distribution  or
disposition  would be included in the Fund's  investment  company taxable income
and, accordingly,  would not be taxable to the Fund to the extent distributed by
the Fund as a dividend to its shareholders.

         Proposed  regulations have been issued which may allow the Fund to make
an election to mark to market its shares of these foreign  investment  companies
in lieu of being subject to U.S.  federal  income  taxation.  At the end of each
taxable  year to which the election  applies,  the Fund would report as ordinary
income the amount by which the fair market value of the foreign  company's stock
exceeds the Fund's adjusted basis in these shares.  No mark to market losses may
be recognized. The effect of the election would be to treat excess distributions
and gain on dispositions as ordinary income which is not subject to a Fund level
tax when distributed to shareholders as a dividend.  Alternatively, the Fund may
elect to include as income and gain its share of the  ordinary  earnings and net
capital gain of certain foreign  investment  companies in lieu of being taxed in
the manner described above.

         Income received by a Fund from sources within foreign  countries may be
subject to withholding and other taxes imposed by those countries.

   
         Certain of the debt securities  acquired by the Funds may be treated as
debt  securities  that were  originally  issued at a  discount.  Original  issue
discount  represents  interest for Federal income tax purposes and can generally
be defined as the  difference  between the price at which a security  was issued
and its stated redemption price at maturity. Although no cash income is actually
received by the Funds,  original issue discount earned in a given year generally
is treated for Federal  income tax purposes as income  earned by the Funds,  and
therefore is subject to the distribution requirements of the Code. The amount of
income  earned by the Funds is  determined  on the basis of a constant  yield to
maturity  which takes into account at least  semi-annual  or annual  compounding
(depending on the date of the security) of accrued  interest.  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.

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<PAGE>

         The foregoing  discussion relates solely to U.S. Federal income tax law
as  applicable  to U.S.  persons  (i.e.,  U.S.  citizens and  residents and U.S.
corporations,  partnerships,  Trusts and estates). Each shareholder who is not a
U.S. person should consult his or her tax adviser regarding the U.S. and foreign
tax  consequences  of ownership of shares of the Fund,  including the likelihood
that such a shareholder would be subject to a U.S.  withholding tax at a rate of
31% (or at a lower rate under a tax  treaty)  on amounts  constituting  ordinary
income to him or her.

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

         To the extent that the Funds'  dividends  are derived from  interest on
their temporary taxable  investments or from an excess of net short-term capital
gain over net  long-term  capital loss,  they are  considered  ordinary  taxable
income for Federal income tax purposes.  Distributions, if any, of net long-term
capital gains from the sale of securities are taxable at long-term  capital gain
rates  regardless of the length of time the  shareholder  has owned Fund shares.
However,  if a  shareholder  realizes  a loss on the sale of a share held at the
time of sale for six  months or less,  such loss will be  treated  as  long-term
capital loss to the extent of any amounts treated as  distributions of long-term
capital gain during such  six-month  period.  Furthermore,  a loss realized by a
shareholder  on  the  sale  of  shares  of  the  Funds  with  respect  to  which
exempt-interest  dividends have been paid will be disallowed if such shares have
been  held  by the  shareholder  for  six  months  or less  (to  the  extent  of
exempt-interest dividends paid).

         Under  the Code,  a  shareholder's  interest  expense  deductions  with
respect to indebtedness  incurred or continued to purchase or carry shares of an
investment company paying exempt-interest  dividends, such as either of the AARP
Tax-Free Funds, may be limited. In addition,  under rules issued by the Internal
Revenue Service for determining  when borrowed Funds are considered used for the
purposes of purchasing or carrying particular assets, the purchase of shares may
be  considered  to have been made with  borrowed  Funds even though the borrowed
Funds are not directly traceable to the purchase of shares.

         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 taxable as
long-term capital gain to 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
    
                                       71
<PAGE>

   
or loss which will be  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.
    

                        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 not  authorized,  when  placing  portfolio
transactions  for the AARP  Funds,  except for the AARP Growth  Funds,  to pay a
brokerage  commission in excess of that which another  broker might have charged
for executing the same transaction solely on account of the receipt of research,
market or statistical  information.  The Fund Manager will not place orders with
brokers  or  dealers  on the basis that the broker or dealer has or has not sold
shares of the Funds.  Except for implementing the policy stated above,  there is
no intention to place portfolio  transactions with particular brokers or dealers
or groups thereof.  In effecting  transactions in  over-the-counter  securities,
orders are placed with the principal market makers for the security being traded
unless,  after  exercising  care,  it appears  that more  favorable  results are
available otherwise.

         Although  certain  research,  market and statistical  information  from
brokers and dealers can be useful to the AARP Funds and to the Fund Manager,  it
is the opinion of the Fund Manager that such  information is only  supplementary
to its own  research  effort  since  the  information  must  still be  analyzed,
weighed,  and reviewed by the Fund  Manager's  staff.  Such  information  may be
useful to the Fund Manager in providing  services to clients other than the AARP
Funds,  and not all such  information  is used by the Fund Manager in connection
with the AARP Funds.  Conversely,  such information provided to the Fund Manager
by brokers and dealers  through whom other  clients of the Fund  Manager  effect
securities  transactions may be useful to the Fund Manager in providing services
to the AARP Funds.

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<PAGE>

         For the fiscal years ended  September 30, 1994,  1995 and 1996 the AARP
Growth and Income Fund paid brokerage commissions of $2,319,113,  $1,690,604 and
$3,453,660  and the AARP  Capital  Growth  Fund paid  brokerage  commissions  of
$1,156,320, $2,636,662, and $1,011,500, both respectively. For the fiscal period
ended  September 30, 1994, and for the fiscal years ended September 30, 1995 and
1996,  the AARP  Balanced  Stock  and Bond Fund paid  brokerage  commissions  of
$152,376, $149,816, and $201,070,  respectively.  For the fiscal period February
1, 1996  (commencement of operations)  until September 30, 1996, the AARP Global
Growth Fund paid  brokerage  commissions  of $209,773.  In the fiscal year ended
September 30, 1996,  $2,850,943 (83% of the total brokerage  commissions paid by
AARP Growth and Income  Fund) and  $885,271  (88%) by AARP  Capital  Growth Fund
resulted from orders  placed,  consistent  with the policy of obtaining the most
favorable  net  results,  with  brokers and dealers who  provided  supplementary
research  information  to the  Funds or the Fund  Manager.  The  amount  of such
transactions  aggregated  $731,645,828 for the AARP Capital Growth Fund, (77% of
all  brokerage   transactions)   and   $1,675,776,125   (72%  of  all  brokerage
transactions) for the AARP Growth and Income Fund. The balance of such brokerage
was not  allocated  to any  particular  broker or  dealer or with  regard to the
above-mentioned  or other special  factors.  For the fiscal year ended September
30,  1996,  $179,452  (89%)  of the  total  brokerage  commissions  paid by AARP
Balanced  Stock and Bond Fund resulted from orders placed,  consistent  with the
policy of obtaining the most favorable net results, with brokers and dealers who
provided  supplementary  research  information to the Funds or the Fund Manager.
The amount of such transactions  aggregated $116,364,001 for AARP Balanced Stock
and Bond Fund, (31% of all brokerage transactions).  For the fiscal period ended
September 30, 1996,  $133,074 (63%) of the total brokerage  commissions  paid by
AARP Global Growth Fund resulted from orders placed,  consistent with the policy
of  obtaining  the most  favorable  net  results,  with  brokers and dealers who
provided  supplementary  research  information to the Funds or the Fund Manager.
The amount of such  transactions  aggregated  $45,080,153 for AARP Global Growth
Fund (53% of all brokerage transactions).  The balance of such brokerage was not
allocated   to  any   particular   broker  or  dealer  or  with  regard  to  the
above-mentioned or other special factors.

         The  Trustees  review from time to time whether the  recapture  for the
benefit of the Funds of some  portion of the  brokerage  commissions  or similar
fees paid by the Funds on  portfolio  transactions  is legally  permissible  and
advisable. To date, no recapture has been effected.

Portfolio Turnover

         Fund   securities   may  be  sold  to  take   advantage  of  investment
opportunities  arising  from  changing  market  levels  or yield  relationships.
Although such  transactions  involve  additional costs in the form of spreads or
commissions,  they  will be  undertaken  in an  effort to  improve  the  overall
investment  return  of a Fund,  consistent  with  that  Fund's  objectives.  The
portfolio  turnover rate of a Fund is defined in a Rule of the SEC as the lesser
of the  value of  securities  purchased  or  securities  sold  during  the year,
excluding all securities  whose  maturities at the time of acquisition  were one
year or less,  divided by the average  monthly  value of such  securities  owned
during  the year.  The  portfolio  turnover  rates for the  fiscal  years  ended
September 30, 1994,  1995, and 1996 for five of the non-money market Funds were:
AARP GNMA and U.S. Treasury Fund, 114.54%, 70.35%, and 83.44%; AARP High Quality
Bond Fund,  63.75%,  201.07%,  and  169.96%;  AARP Insured Tax Free General Bond
Fund, 38.39%,  17.45%, and 18.69%; AARP Growth and Income Fund, 31.82%,  31.26%,
and  25.02%;  AARP  Capital  Growth  Fund,  79.65%,   98.44%,  and  64.84%,  all
respectively.  The portfolio  turnover  rate for the period ended  September 30,
1994 and for the fiscal  years  ended  September  30, 1995 and 1996 for the AARP
Balanced Stock and Bond Fund was 49.32%, 63.77%, and 35.22%,  respectively.  The
portfolio  turnover rate for AARP Global Growth Fund for the period  February 1,
1996 (commencement of operations) to September 30, 1996 was 12.56%. Under normal
investment  conditions,  it is anticipated that the AARP Bond Fund for Income's,
the AARP U.S.  Stock Index Fund's,  the AARP  International  Stock Fund's or the
AARP Small Company Stock Fund's annual  portfolio  turnover rate will not exceed
75% for  the  initial  fiscal  year.  It is also  anticipated  that  the  annual
portfolio   turnover  rate  for  AARP  Diversified  Growth  Portfolio  and  AARP
Diversified Income Portfolio will not exceed 50% for the initial fiscal year.

                                 NET ASSET VALUE

AARP Money Funds

         The net asset value per share of the Funds are computed  twice daily as
of  twelve  o'clock  noon and the  close of  regular  trading  on the  Exchange,
normally 4 p.m. eastern time, on each day when the Exchange is open for trading.
The Exchange is normally closed on the following national  holidays:  New Year's
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,

                                       73
<PAGE>

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 Adviser at each
regular Trustees' meeting.  Determinations of net asset value made other than as
of the close of the  Exchange  may employ  adjustments  for  changes in interest
rates and other market factors.

AARP Non-Money Market Funds

         The net asset value of shares of the Funds are computed as of the close
of regular trading on the Exchange on each day the Exchange is open for trading.
The  Exchange is scheduled to be closed on the  following  holidays:  New Year's
Day,  Presidents Day, Good Friday,  Memorial Day,  Independence  Day, Labor Day,
Thanksgiving and Christmas.  Net asset value per share is determined by dividing
the value of the total assets of the Fund,  less all  liabilities,  by the total
number of shares outstanding.

         An  exchange-traded  equity  security is valued at its most recent sale
price.  Lacking any sales, the security is valued at the calculated mean between
the  most  recent  bid  quotation  and the  most  recent  asked  quotation  (the
"Calculated  Mean").  Lacking a Calculated  Mean,  the security is valued at the
most recent bid  quotation.  An equity  security which is traded on the National
Association  of Securities  Dealers  Automated  Quotation  ("NASDAQ")  system is
valued at its most recent sale price.  Lacking any sales, the security is valued
at the most recent bid quotation.  The value of an equity security not quoted on
the NASDAQ System,  but traded in another  over-the-counter  market, is its most
recent sale price.  Lacking any sales,  the security is valued at the Calculated
Mean.  Lacking a Calculated  Mean, the security is valued at the most recent bid
quotation.

         Debt securities, other than short-term securities, are valued at prices
supplied by the Fund's  pricing  agent(s) which reflect  broker/dealer  supplied
valuations and electronic  data  processing  techniques.  Short-term  securities
purchased  with  remaining  maturities  of sixty  days or less are valued by the
amortized cost method, which the Board believes approximates market value. If it
is not possible to value a particular debt security  pursuant to these valuation


                                       74
<PAGE>

methods, the value of such security is the most recent bid quotation supplied by
a bona  fide  marketmaker.  If it is not  possible  to value a  particular  debt
security  pursuant to the above methods,  the Adviser may calculate the price of
that debt security, subject to limitations established by the Board.

         An exchange traded options contract on securities,  currencies, futures
and other financial  instruments is valued at its most recent sale price on such
exchange.  Lacking any sales,  the options  contract is valued at the Calculated
Mean.  Lacking any Calculated  Mean, the options  contract is valued at the most
recent bid quotation in the case of a purchased  options  contract,  or the most
recent asked  quotation in the case of a written  options  contract.  An options
contract  on  securities,  currencies  and other  financial  instruments  traded
over-the-counter  is valued at the most  recent bid  quotation  in the case of a
purchased options contract and at the most recent asked quotation in the case of
a written  options  contract.  Futures  contracts  are valued at the most recent
settlement price.  Foreign currency exchange forward contracts are valued at the
value of the underlying currency at the prevailing exchange rate.

         If a security is traded on more than one exchange,  or upon one or more
exchanges  and in the  over-the-counter  market,  quotations  are taken from the
market in which the security is traded most extensively.

         Trading in  securities  on foreign  securities  exchanges  is  normally
completed before the close of regular trading on the Exchange.  Trading on these
foreign  exchanges  may not take  place on all  days on which  there is  regular
trading on the Exchange,  or may take place on days on which there is no regular
trading on the Exchange.  If events  materially  affecting the value of a Fund's
portfolio  securities occur between the time when these foreign  exchanges close
and the time when the Fund's net asset value is calculated, such securities will
be valued at fair value as determined by each Trust's Board of Directors. Shares
of AARP Underlying Funds in which the AARP Diversified Portfolios invest in next
determine net asset value after the order is placed.

         If, in the opinion of the Fund's  Valuation  Committee,  the value of a
portfolio  asset as  determined  in accordance  with these  procedures  does not
represent  the  fair  market  value of the  portfolio  asset,  the  value of the
portfolio  asset is taken to be an amount which, in the opinion of the Valuation
Committee,   represents  fair  market  value  on  the  basis  of  all  available
information.  The  value  of  other  portfolio  holdings  owned  by the  Fund is
determined in a manner which, in the discretion of the Valuation  Committee most
fairly reflects fair market value of the property on the valuation date.

         Following the  valuations of  securities or other  portfolio  assets in
terms of the currency in which the market  quotation  used is expressed  ("Local
Currency"),  the value of these  portfolio  assets in terms of U.S.  dollars  is
calculated by converting the Local Currency into U.S.  dollars at the prevailing
currency exchange rate on the valuation date.

                             ADDITIONAL INFORMATION

Experts

         The  financial  statements  of the AARP  Funds  included  in the Annual
Report to  shareholders  dated  September 30, 1996,  have been examined by Price
Waterhouse LLP, independent accountants,  and are incorporated by reference into
this  Statement of  Additional  Information  in reliance  upon the  accompanying
report of said firm,  which  report is given upon their  authority as experts in
accounting and auditing.

Shareholder Indemnification

         Each of the Trusts is an  organization  of the type commonly known as a
"Massachusetts  business trust." Under Massachusetts law, shareholders of such a
trust may, under certain  circumstances,  be held personally  liable as partners
for the obligations of the trust.  Each Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts,  obligations  or  affairs  of the Trust.  Each  Declaration  of Trust also
provides for  indemnification  out of the Trust property of any shareholder held
personally  liable for the claims and  liabilities  to which a  shareholder  may
become subject by reason of being or having been a  shareholder.  Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to  circumstances  in which a Trust  itself  would be unable to meet its
obligations.  No series of one Trust is liable  for the  obligations  of another
series in the AARP Complex.

                                       75
<PAGE>

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
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.

                                       76
<PAGE>

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

         Portfolio  securities  of the AARP Funds except AARP Global Growth Fund
are held  separately,  pursuant to a custodian  agreements  with each Trust,  by
State Street Bank and Trust Company of Boston as Custodian.

         Portfolio  securities of AARP Global  Growth Fund are held  separately,
pursuant  to a  custodian  agreement  with AARP  Growth  Trust on behalf of AARP
Global Growth Fund, by Brown Brothers Harriman & Co. of Boston as Custodian.

         Each Trust has  shareholder  servicing  agreements with Scudder Service
Corporation  ("SSC"), a subsidiary of Scudder,  Stevens & Clark, Inc. SSC is the
transfer agent, dividend disbursing and shareholder service agent for each Fund.
Shareholder  service  expenses  charged by SSC were for AARP High Quality  Money
Fund,  $1,526,580;  AARP  GNMA and U.S.  Treasury  Fund,  $7,340,012;  AARP High
Quality Bond Fund, $1,586,232;  AARP High Quality Tax Free Money Fund, $304,924;
AARP  Insured  Tax Free  General  Bond Fund,  $1,925,762;  AARP  Balanced  Fund,


                                       77
<PAGE>

$724,796; AARP Growth and Income Fund, $3,850,612; and AARP Capital Growth Fund,
$1,176,990,  for the fiscal year ended September 30, 1996.  Shareholder  service
expenses charged by SSC for AARP Global Growth Fund were $178,759 for the period
February 1, 1996  (commencement of operations) to September 30, 1996. Not all of
these fees were paid in full at the fiscal year end.

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

         Scudder Fund Accounting  Corporation,  Two International Place, Boston,
Massachusetts,  02110-4103,  a  subsidiary  of Scudder,  Stevens & Clark,  Inc.,
computes net asset value for each Fund.  AARP High  Quality  Money Fund and AARP
High Quality Tax Free Money Fund each pay Scudder Fund  Accounting an annual fee
equal to 0.020% on the first $150 million of average  daily net assets,  0.0060%
of such assets in excess of $150  million,  up to and  including  $1 billion and
0.0035% of such assets in excess of $1  billion,  plus  holding and  transaction
charges for this  service.  AARP Insured Tax Free General Bond Fund pays Scudder
Fund  Accounting  an annual  fee equal to 0.024% on the first  $150  million  of
average daily net assets, 0.0070% on such assets in excess of $150 million up to
and  including  $1 billion,  and 0.0040% of such assets in excess of $1 billion,
plus  holding  and  transaction  charges  for this  service.  AARP GNMA and U.S.
Treasury  Fund,  AARP High  Quality Bond Fund and AARP Bond Fund for Income each
pay  Scudder  Fund  Accounting  an annual  fee equal to 0.025% of the first $150
million of average  daily net  assets,  0.0075% of such assets in excess of $150
million up to and including $1 billion,  and 0.0045% of such assets in excess of
$1 billion, plus holding and transaction charges for this service. AARP Balanced
Stock and Bond Fund,  AARP Growth and Income Fund,  AARP U.S.  Stock Index Fund,
AARP Capital Growth Fund and AARP Small Company Stock Fund each pay Scudder Fund
Accounting  an annual fee equal to 0.025% on the first  $150  million of average
daily net  assets,  0.0075% of such  assets in excess of $150  million up to and
including $1 billion,  and 0.0045% of such assets in excess of $1 billion,  plus
holding  and   transaction   charges.   AARP  Global  Growth  Fund  and  Scudder
International Stock Fund each pay Scudder Fund Accounting  Corporation an annual
fee equal to 0.065% on the first  $150  million  of  average  daily net  assets,
0.0400% of such assets in excess of $150 million up to and including $1 billion,
and 0.0200% of such assets in excess of $1 billion, plus holding and transaction
charges for this service.

         Many of the  investment  changes  in the  Funds  will be made at prices
different  from those  prevailing at the time they may be reflected in a regular
report to shareholders.  These  transactions will reflect  investment  decisions
made by the Fund Manager in light of the  objectives  and policies of the Funds,
and such factors as its other  portfolio  holdings and tax  considerations,  and
should  not  be  construed  as  recommendations  for  similar  action  by  other
investors.

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

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

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

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

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

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

         Each Trust is located at Two International Place, Boston, Massachusetts
02110-4103 (telephone:  1-800-253-2277).  Each has filed with the Securities and
Exchange Commission,  Washington, D.C. 20549, a Registration Statement under the
Securities  Act of 1933,  as  amended,  with  respect to the shares of the Funds
offered by the  Prospectus.  The  Prospectus  and this  Statement of  Additional
Information do not contain all of the information set forth in the  Registration
Statements,  certain  parts of which are  omitted in  accordance  with Rules and
Regulations  of the SEC.  The  Registration  Statements  may be inspected at the


                                       78
<PAGE>

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 1997
calendar year.
    
<TABLE>
<CAPTION>
          1996 Taxable Income                           To Equal Hypothetical Tax-Free Yields of 5%, 
          Brackets                                         7% and 9%, a Taxable Investment Would 
                                                                        Have To Earn**

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

          <S>                             <C>               <C>              <C>               <C>   
   
          $0 - $24,650                   15.0%             5.88%            8.24%             10.59%
          $24,651 - $59,750              28.0%             6.94%            9.72%             12.50%
          $59,751 - $124,650             31.0%             7.25%            10.14%            13.04%
          $124,651 - $271,050            36.0%             7.81%            10.94%            14.06%
          Over $271,050                  39.6%             8.28%            11.59%            14.90%
    

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

   
          $0 - $41,200                   15.0%             5.88%            8.24%             10.59%
          $41,201 - $99,600              28.0%             6.94%            9.72%             12.50%
          $99,601 - $151,750             31.0%             7.25%            10.14%            13.04%
          $151,751 - $271,050            36.0%             7.81%            10.94%            14.06%
          Over $271,050                  39.6%             8.28%            11.59%            14.90%
    
</TABLE>
   
**   These  illustrations  assume the  Federal  alternative  minimum  tax is not
     applicable,  that an individual is not a "head of household" and claims one
     exemption and that  taxpayers  filing a joint return claim two  exemptions.
     Note also that these federal income tax brackets and rates do not take into
     account  the effects of (i) a reduction  in the  deductibility  of itemized
     deductions  for  taxpayers  whose  federal  adjusted  gross income  exceeds
     $121,200  ($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  $121,200 (for
     single  individuals) or $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.
    

Example:*

   
         Based on 1997 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.

                                       79
<PAGE>

                              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.
    



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