Filed with the Securities and Exchange Commission on January 31, 1997.
File No. 2-91578
File No. 811-4048
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ____
Post-Effective Amendment No. 22
----
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 24
----
AARP Growth Trust
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(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, MA 02110-4103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-2567
--------------
Thomas F. McDonough
Scudder, Stevens & Clark, Inc.
Two International Place, Boston, MA 02110
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective
___ immediately upon filing pursuant to paragraph (b)
X on February 1, 1997 pursuant to paragraph (b)
---
___ 60 days after filing pursuant to paragraph (a)(i)
___ on _______________ pursuant to paragraph (a)(i)
___ 75 days after filing pursuant to paragraph (a)(ii)
___ on _______________ pursuant to paragraph (a)(ii) of Rule 485
The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant has filed the notice required by Rule 24f-2 for its most
recent fiscal year on November 29, 1996.
<PAGE>
AARP GROWTH TRUST
CROSS-REFERENCE SHEET
Items Required by Form N-1A
<TABLE>
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PART A
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Item No. Item Caption Prospectus Caption
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1. Cover Page COVER PAGE
2. Synopsis FUND EXPENSES
EXAMPLES OF WHAT FUND EXPENSES WOULD BE ON A $1,000
INVESTMENT IN EACH AARP FUND
AN OVERVIEW OF THE AARP INVESTMENT PROGRAM
WHAT DOES THE AARP INVESTMENT PROGRAM OFFER ME?
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information UNDERSTANDING FUND PERFORMANCE
4. General Description AN OVERVIEW OF THE AARP INVESTMENT PROGRAM
of Registrant INVESTMENT OBJECTIVES AND POLICIES
OTHER INVESTMENT POLICIES AND RISK FACTORS
FUND ORGANIZATION
5. Management of the FUND EXPENSES
Fund EXAMPLES OF WHAT FUND EXPENSES WOULD BE ON A $1,000
INVESTMENT IN EACH AARP FUND
FINANCIAL HIGHLIGHTS
FUND ORGANIZATION
AN OVERVIEW OF THE AARP INVESTMENT PROGRAM
5A. Management's NOT APPLICABLE
Discussion of Fund
Performance
6. Capital Stock and ADDITIONAL INFORMATION ABOUT
Other Securities DISTRIBUTIONS AND TAXES
FUND ORGANIZATION
ACCESS TO YOUR INVESTMENT
7. Purchase of Securities OPENING AN ACCOUNT
Being Offered ADDING TO YOUR INVESTMENT
EXCHANGING
INVESTOR SERVICES
WIRE TRANSFER INSTRUCTIONS
8. Redemption or EXCHANGING
Repurchase ACCESS TO YOUR INVESTMENT
SIGNATURE GUARANTEES
INVESTOR SERVICES
9. Pending Legal NOT APPLICABLE
Proceedings
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Cross Reference-Page 1
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PART B
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Caption in Statement of
Item No. Item Caption Additional Information
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10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information TRUST ORGANIZATION
and History
13. Investment Objectives THE FUNDS' INVESTMENT OBJECTIVES
and Policies AND POLICIES
BROKERAGE AND PORTFOLIO TURNOVER
14. Management of the MANAGEMENT OF THE FUNDS
Fund TRUSTEES AND OFFICERS
REMUNERATION
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders
of Securities
16. Investment Advisory MANAGEMENT OF THE FUNDS
and Other Services TRUSTEES AND OFFICERS
OTHER INFORMATION
17. Brokerage Allocation BROKERAGE AND PORTFOLIO TURNOVER
18. Capital Stock and TRUST ORGANIZATION
Other Securities
19. Purchase, Redemption THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES
and Pricing of Securities PURCHASES
Being Offered REDEMPTIONS
RETIREMENT PLANS
OTHER PLANS
NET ASSET VALUE
20. Tax Status TAXES
21. Underwriters DISTRIBUTOR
22. Calculations of DIVIDENDS AND YIELD
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
Cross Reference-Page 2
<PAGE>
Part A (the Prospectus)
Part A of this Post-Effective Amendment to the Registration Statement is
incorporated by reference in its entirety to the Fund's current Post-Effective
Amendment No. 21 on Form N-1A filed on January 30, 1997.
<PAGE>
Part B (the Statement of Additional Information)
Part B of this Post-Effective Amendment to the Registration Statement is
incorporated by reference in its entirety to the Fund's current Post-Effective
Amendment No. 21 on Form N-1A filed on January 30, 1997.
<PAGE>
AARP GROWTH TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
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a. Financial Statements
Included in Part A of this Registration Statement:
Financial Highlights for AARP Growth and Income Fund and
AARP Capital Growth Fund for the ten fiscal years ended
September 30, 1996.
Financial Highlights for AARP Balanced Stock and Bond Fund
for the period February 1, 1994 (commencement of operations)
to September 30, 1994, and for the two fiscal years ended
September 30, 1996.
Financial Highlights for AARP Global Growth Fund for the
period February 1, 1996 (commencement of operations) to
September 30, 1996.
Financial Highlights for AARP Blue Chip Index Fund, AARP
International Stock Fund and AARP Small Company Stock Fund
to be filed by amendment.
Included in Part B of this Registration Statement:
For AARP Global Growth Fund:
Statement of Assets and Liabilities as of September 30, 1996
and related notes
List of Investments as of September 30, 1996
Statement of Assets and Liabilities as of September 30, 1996
Statement of Operations for the period February 1, 1996
(commencement of operations) to September 30, 1996
Statement of Changes in Net Assets for the period February
1, 1996 (commencement of operations) to September 30, 1996
Financial Highlights for the period February 1, 1996
(commencement of operations) to September 30, 1996
Notes to Financial Statements
For AARP Growth and Income Fund and AARP Capital Growth Fund:
List of Investments as of September 30, 1996
Statement of Assets and Liabilities as of September 30, 1996
Statement of Operations for the fiscal year ended September
30, 1996
Statements of Changes in Net Assets for the two fiscal years
ended September 30, 1996
Financial Highlights for the five fiscal years ended
September 30, 1996
Notes to Financial Statements
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Part C - Page 1
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For AARP Balanced Stock and Bond Fund:
List of Investments as of September 30, 1996
Statement of Assets and Liabilities as of September 30, 1996
Statement of Operations for the fiscal year ended September
30, 1996
Statements of Changes in Net Assets for the two fiscal years
ended September 30, 1996
Financial Highlights for the period February 1, 1994
(commencement of operations) to September 30, 1994 and for
the two fiscal years ended September 30, 1996
Notes to Financial Statements
For AARP Blue Chip Index Fund:
Statement of Assets and Liabilities as of ___________________ and related notes
to be filed by amendment.
For AARP International Stock Fund:
Statement of Assets and Liabilities as of ___________________ and related notes
to be filed by amendment.
For AARP Small Company Stock Fund:
Statement of Assets and Liabilities as of ___________________ and related notes
to be filed by amendment.
Statements, schedules and historical information other than those
listed above have been omitted since they are either not applicable
or are not required.
b. Exhibits:
1. (a)(1) Declaration of Trust dated June 8, 1984, as amended November 1,
1984.
(Previously filed as Exhibit 1(a) to Post-Effective Amendment No. 1
to the Registration Statement.)
(a)(2) Certificate of Amendment dated September 15, 1989 to Declaration of
Trust.
(Previously filed as Exhibit 1(a)(2) to Post-Effective Amendment
No. 10 to the Registration Statement.)
(a)(3) Certificate of Amendment dated January 25, 1994 to Declaration of
Trust.
(Previously filed as Exhibit 1(a)(3) to Post-Effective Amendment
No. 16 to the Registration Statement.)
(a)(4) Amended and Restated Declaration of Trust dated September 13, 1996.
(Previously filed as Exhibit 1(a)(4) to Post-Effective Amendment
No. 20 to the Registration Statement.)
(b)(1) Establishment of Series dated December 11, 1984.
(Previously filed as Exhibit 1(b) to Post-Effective Amendment No. 4
to the Registration Statement.)
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Part C - Page 2
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(b)(2) Establishment and Designation of Series of Beneficial Interest
dated September 22, 1993.
(Previously filed as Exhibit 1(b)(2) to Post-Effective Amendment
No. 4 to the Registration Statement.)
(b)(3) Establishment and Designation of Series of Beneficial Interest
dated November 17, 1995.
(Previously filed as Exhibit 1(b)(3) to Post-Effective Amendment
No. 18 to the Registration Statement.)
(b)(4) Establishment and Designation of Series of Beneficial Interest
dated November 12, 1996.
(Previously filed as Exhibit 1(b)(4) to Post-Effective Amendment
No. 20 to the Registration Statement.)
2. (a)(1) By-Laws of the Registrant as amended June 17, 1992.
(Previously filed as Exhibit 2 to Post-Effective Amendment No. 13
to the Registration Statement.)
(a)(2) By-Laws of the Registrant as amended March 17, 1993.
(Previously filed as Exhibit 2(a)(2) to Post-Effective Amendment
No. 14 to the Registration Statement.)
(a)(3) Certificate as to Resolution of Board Members dated June 24, 1996.
(Previously filed as Exhibit 2(a)(3) to Post-Effective Amendment
No. 20 to the Registration Statement.)
3. Inapplicable.
4. Specimen certificate representing shares of beneficial interest
having par value of $.01 per share.
(Previously filed as Exhibit 4 to Post-Effective Amendment No. 1 to
the Registration Statement.)
5. (a) Investment Management and Advisory Agreement between the Registrant
and AARP/Scudder Financial Management Company dated December 16,
1985.
(Previously filed as Exhibit 5(a) to Post-Effective Amendment No. 5
to the Registration Statement.)
(a)(1) Investment Management Agreement between the Registrant and Scudder,
Stevens & Clark, Inc. dated February 1, 1994. (Previously filed as
Exhibit 5(c) to Post-Effective Amendment No. 15 to the Registration
Statement.)
(a)(2) Supplement to Investment Management Agreement between the
Registrant and Scudder, Stevens & Clark, Inc. dated February 1,
1996.
(Incorporated by reference to Exhibit 5(a)(2) to Post-Effective
Amendment No. 19 to the Registration Statement.)
(a)(3) Form of Supplement to Investment Management Agreement with respect
to AARP Blue Chip Index Fund between the Registrant and Scudder,
Stevens & Clark, Inc. dated February 1, 1997.
(Incorporated by reference to Exhibit 5(a)(3) to Post-Effective
Amendment No. 21 to the Registration Statement.)
</TABLE>
Part C - Page 3
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(a)(4) Form of Supplement to Investment Management Agreement with respect
to AARP International Stock Fund and AARP Small Company Stock Fund
between the Registrant and Scudder, Stevens & Clark, Inc. dated
February 1, 1997.
(Incorporated by reference to Exhibit 5(a)(4) to Post-Effective
Amendment No. 21 to the Registration Statement.)
(b) Subadvisory Agreement among AARP/Scudder Financial Management
Company, Scudder, Stevens & Clark, Inc., and the Registrant dated
December 16, 1985.
(Previously filed as Exhibit 5(b) to Post-Effective Amendment No. 5
to the Registration Statement.) Terminated February 1, 1994.
(c) Form of Subadvisory Agreement between Scudder, Stevens & Clark,
Inc. and Bankers Trust Company with respect to AARP Blue Chip Index
Fund dated ______________ is filed herein.
6. Underwriting Agreement between the Registrant and Scudder Fund
Distributors, Inc. dated September 4, 1985.
(Previously filed as Exhibit 6 to Post-Effective Amendment No. 4 to
the Registration Statement.)
7. Inapplicable.
8. (a)(1) Custodian Agreement between the Registrant and State Street Bank
and Trust Company dated November 30, 1984.
(Previously filed as Exhibit 8(a)(1) to Post-Effective Amendment
No. 4 to the Registration Statement.)
(a)(2) Fee schedule for Exhibit 8(a)(l).
(Previously filed as Exhibit 8(a)(2) to Post-Effective Amendment
No. 4 to the Registration Statement.)
(a)(3) Additional Provision to Custodian Agreement between the Registrant
and State Street Bank and Trust Company dated November 30, 1984.
(Previously filed as Exhibit 8(a)(3) to Post-Effective Amendment
No. 4 to the Registration Statement.)
(a)(4) Amendment dated September 23, 1987 to Custodian Agreement between
the Registrant and State Street Bank and Trust Company dated
November 30, 1984.
(Previously filed as Exhibit 8(a)(4) to Post-Effective Amendment
No. 9 to the Registration Statement.)
(a)(5) Amendment dated September 15, 1988 to Custodian Agreement between
the Registrant and State Street Bank and Trust Company dated
November 30, 1984.
(Previously filed as Exhibit 8(a)(5) to Post-Effective Amendment
No. 9 to the Registration Statement.)
(a)(6) Revised fee schedule for Exhibit 8(a)(1).
(Previously filed as Exhibit 8(a)(6) to Post-Effective Amendment
No. 17 to the Registration Statement.)
(a)(7) Custodian Agreement between the Registrant on behalf of AARP Global
Growth Fund and Brown Brothers Harriman & Co. dated February 1, 1996.
</TABLE>
Part C - Page 4
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(Previously filed as Exhibit 8(a)(7) to Post-Effective Amendment
No. 19 to the Registration Statement.)
(a)(8) Fee schedule for Exhibit 8(a)(7) dated February 1, 1996.
(Previously filed as Exhibit 8(a)(8) to Post-Effective Amendment
No. 18 to the Registration Statement.)
9. (a) Transfer Agency and Service Agreement between the Registrant and
Scudder Service Corporation dated October 2, 1989.
(Previously filed as Exhibit 9(a) to the Post-Effective Amendment
No. 10 to the Registration Statement.)
(b) Member Services Agreement among AARP/Scudder Financial Management
Company, AARP Financial Services Corp. and the Registrant, dated
November 30, 1984.
(Previously filed as Exhibit 9(b) to Post-Effective Amendment No. 5
to the Registration Statement.) Terminated February 1, 1994.
(b)(1) Member Services Agreement between AARP Financial Services Corp. and
Scudder, Stevens & Clark, Inc. dated February 1, 1994.
(Previously filed as Exhibit 9(b)(1) to Post-Effective Amendment
No. 16 to the Registration Statement.)
(c) Service Mark License Agreement among Scudder, Stevens & Clark,
Inc., American Association of Retired Persons, the Registrant, AARP
Income Trust and AARP Insured Tax Free Income Trust dated November
30, 1984.
(Previously filed as Exhibit 9(c) to Post-Effective Amendment No. 5
to the Registration Statement.)
(c)(1) Service Mark License Agreement among Scudder, Stevens & Clark,
Inc., American Association of Retired Persons, the Registrant, AARP
Cash Investment Funds, AARP Income Trust and AARP Tax Free Income
Trust dated March 20, 1996.
(Previously filed as Exhibit 9(c)(1) to Post-Effective Amendment
No. 20 to the Registration Statement.)
(d) Shareholder Service Agreement between the Registrant and Scudder
Service Corporation dated June 1, 1988.
(Previously filed as Exhibit 9(d) to Post-Effective Amendment No. 9
to the Registration Statement.)
(e) Fund Accounting Services Agreement between the Registrant, on
behalf of AARP Balanced Stock and Bond Fund and Scudder Fund
Accounting Corporation dated October 20, 1995.
(Previously filed as Exhibit 9(e) to Post-Effective Amendment
No. 17 to the Registration Statement.)
(f) Fund Accounting Services Agreement between the Registrant, on
behalf of AARP Capital Growth Fund and Scudder Fund Accounting
Corporation dated November 10, 1995.
(Previously filed as Exhibit 9(f) to Post-Effective Amendment
No. 17 to the Registration Statement.)
</TABLE>
Part C - Page 5
<PAGE>
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(g) Fund Accounting Services Agreement between the Registrant, on
behalf of AARP Growth and Income Fund and Scudder Fund Accounting
Corporation dated September 5, 1995.
(Previously filed as Exhibit 9(g) to Post-Effective Amendment
No. 17 to the Registration Statement.)
(h) Fund Accounting Services Agreement between the Registrant, on
behalf of AARP Global Growth Fund and Scudder Fund Accounting
Corporation dated February 1, 1996.
(Previously filed as Exhibit 9(h) to Post-Effective Amendment
No. 19 to the Registration Statement.)
(i) Form of Fund Accounting Services Agreement between the Registrant
on behalf of AARP Small Company Stock Fund dated February 1, 1997.
(Incorporated by reference to Exhibit 9(i) to Post-Effective
Amendment No. 21 to the Registration Statement.)
(j)(1) Form of COMPASS and TRAK 2000 Service Agreement between Scudder
Trust Company and the Registrant dated February 1, 1997.
(Incorporated by reference to Exhibit 9(j)(i) to Post-Effective
Amendment No. 21 to the Registration Statement.)
(j)(2) Fee Schedule for Exhibit 9(j)(1).
(Incorporated by reference to Exhibit 9(j)(2) to Post-Effective
Amendment No. 21 to the Registration Statement.)
10. Inapplicable.
11. Consent of Independent Accountants is filed herein.
12. Inapplicable.
13. Inapplicable.
14. (a) Individual Retirement Account (IRA).
(Previously filed as Exhibit 14(a) to Post-Effective Amendment
No. 1 to the Registration Statement.)
(b) Harvest Plan for Self-Employed Persons and Corporations.
(Previously filed as Exhibit 14(b) to Post-Effective Amendment
No. 1 to the Registration Statement.)
15. Inapplicable.
16. Schedule for Computation of Performance Data.
(Previously filed as Exhibit 16 to Post-Effective Amendment No. 10
to the Registration Statement.)
17. Financial Data Schedules.
(Incorporated by reference to Exhibit 17 to Post-Effective
Amendment No. 21 to the Registration Statement.)
18. Inapplicable.
</TABLE>
Power of Attorney for Cuyler W. Findlay, Adelaide Attard, Cyril F. Brickfield,
Robert N. Butler, Robert J. Myers, James H. Schulz and Gordon Shillinglaw is
incorporated by reference to the Signature Page of Post-Effective Amendment No.
8.
Power of Attorney for Linda C. Coughlin, Horace Deets and Wayne F. Haefer is
incorporated by reference to the Signature Pages of Post-Effective Amendment No.
18.
Part C - Page 6
<PAGE>
Power of Attorney for Carole Lewis Anderson, Esther Canja, Edgar R. Fiedler,
Eugene P. Forrester and George L. Maddox, Jr. is filed herein.
Item 25. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
None
Item 26. Number of Holders of Securities (as of December 31, 1996).
- -------- ----------------------------------------------------------
<TABLE>
<CAPTION>
(1) (2)
Title of Class Number of Record Shareholders
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<S> <C>
Shares of beneficial interest
with par value of $.01
AARP Balanced Stock and Bond Fund 52,380
AARP Growth and Income Fund 276,099
AARP Global Growth Fund 20,396
AARP Capital Growth Fund 82,847
AARP Blue Chip Index Fund 0
AARP International Stock Fund 0
AARP Small Company Stock Fund 0
</TABLE>
Item 27. Indemnification.
- -------- ----------------
A policy of insurance covering Scudder, Stevens & Clark, Inc., its
affiliates, including Scudder Investor Services, Inc., and all of the
registered investment companies advised by Scudder, Stevens & Clark,
Inc. insures the Registrant's Trustees and officers and others against
liability arising by reason of an alleged breach of duty caused by any
negligent act, error or accidental omission in the scope of their
duties.
Article IV, Sections 4.1 - 4.3 of Registrant's Declaration of Trust
provide as follows:
Section 4.1 No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to
any Person in connection with Trust Property or the acts, obligations
or affairs of the Trust. No Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability whatsoever to any
Person, other than to the Trust or its Shareholders, in connection with
Trust Property or the affairs of the Trust, save only that arising from
bad faith, willful misfeasance, gross negligence or reckless disregard
of his duties with respect to such Person; and all such Persons shall
look solely to the Trust Property for satisfaction of claims of any
nature arising in connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as such, of the
Trust, is made a party to any suit or proceeding to enforce any such
liability of the Trust, he shall not, on account thereof, be held to
any personal liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and liabilities, to
which such Shareholder may become subject by reason of his being or
having been a Shareholder, and shall reimburse such Shareholder for all
legal and other expenses reasonably incurred by him in connection with
any such claim or liability, provided that any such expenses shall be
paid solely out of the funds and property of the series of the Trust
with respect to which such Shareholders Shares are issued. The rights
accruing to a Shareholder under this Section 4.1 shall not exclude any
other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Trust to
indemnify or reimburse a Shareholder in any appropriate situation even
though not specifically provided herein.
Section 4.2 Non-Liability of Trustees, Etc. No Trustee, officer,
employee or agent of the Trust shall be liable to the Trust, its
Shareholders, or to any Shareholder, Trustee, officer, employee, agent
or service provider thereof for any action or failure to act by him (or
her) or any other such Trustee, officer, employee, agent or service
provider (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for
his own bad faith, willful misfeasance, gross negligence or reckless
disregard of the duties involved in the conduct of his office. The term
"service provider" as used in this Section 4.2, shall include any
investment adviser, principal underwriter or other person with whom the
Trust has an agreement for provision of services.
Part C - Page 7
<PAGE>
Section 4.3 Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained in
paragraph (b) below:
(i) every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to the fullest
extent permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer
and against amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings
(civil, criminal, or other, including appeals), actual or threatened;
and the words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
(i) against any liability to the Trust or the
Shareholders by reason of a final adjudication by the court or other
body before which the proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Trust;
(iii) in the event of a settlement or other
disposition not involving a final adjudication as provided in paragraph
(b)(i) resulting in a payment by a Trustee or officer, unless there has
been a determination that such Trustee or officer did not engage in
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office;
(A) by the court or other body approving the
settlement or other disposition; or
(B) based upon a review of readily available facts
(as opposed to a full trial-type inquiry) by (x) vote of a majority of
the Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any Trustee or
officer may now or hereafter be entitled, shall continue as to a person
who has ceased to be such Trustee or officer and shall inure to the
benefit of the heirs, executors, administrators and assigns of such a
person. Nothing contained herein shall affect any rights to
indemnification to which personnel of the Trust other than Trustees and
officers may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to
any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4.3 shall be advanced by the Trust prior
to final disposition thereof upon receipt of an undertaking by or on
behalf of the recipient to repay such amount if it is ultimately
determined that he is not entitled to indemnification under this
Section 4.3 provided that either:
(i) such undertaking is secured by a surety bond or
some appropriate security provided by the recipient, or the Trust shall
be insured against losses arising out of any such advances: or
(ii) a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the Disinterested Trustees
act on the matter) or an independent legal counsel in a written opinion
shall determine, based upon a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled to
indemnification.
Part C - Page 8
<PAGE>
As used in this Section 4.3, a "Disinterested Trustee" is one
who is not (i) an "Interested Person" of the Trust (including anyone
who has been exempted from being an "Interested Person" by any rule,
regulation or order of the Commission), or (ii) involved in the claim,
action, suit or proceeding.
Item 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
The Adviser has stockholders and employees who are denominated
officers but do not as such have corporation-wide
responsibilities. Such persons are not considered officers for
the purpose of this Item 28.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
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Stephen R. Beckwith Director, Vice President, Assistant Treasurer, Chief Operating Officer & Chief
Financial Officer, Scudder, Stevens & Clark, Inc. (investment adviser)**
Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Supervisory Director, The Latin America Income and Appreciation Fund N.V. (investment
company) +
Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
Supervisory Director, Scudder Mortgage Fund (investment company)+
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
& II (investment company) +
Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #
Trustee, Scudder Funds Trust (investment company)*
President & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
President & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Director, Canadian High Income Fund (investment company)#
Director, Hot Growth Companies Fund (investment company)#
President, The Japan Fund, Inc. (investment company)**
Director, Sovereign High Yield Investment Company (investment company)+
Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, Scudder New Europe Fund, Inc. (investment company)**
President & Director, The Brazil Fund, Inc. (investment company)**
President & Director, The First Iberian Fund, Inc. (investment company)**
President & Director, Scudder International Fund, Inc. (investment company)**
President & Director, Scudder Global Fund, Inc. (President on all series except Scudder
Global Fund) (investment company)**
President & Director, The Korea Fund, Inc. (investment company)**
President & Director, Scudder New Asia Fund, Inc. (investment company)**
President, The Argentina Fund, Inc. (investment company)**
Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Vice President, Scudder, Stevens & Clark Overseas Corporation oo
E. Michael Brown Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder GNMA Fund (investment company)*
Trustee, Scudder U.S. Treasury Fund (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
</TABLE>
Part C - Page 9
<PAGE>
<TABLE>
<S> <C>
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Director & President, Scudder Realty Holding Corporation (a real estate holding
company)*
Director & President, Scudder Trust Company (a trust company)+++
Director, Scudder Trust (Cayman) Ltd.
Mark S. Casady Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Vice President, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*
Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
President & Trustee, AARP Cash Investment Funds (investment company)**
President & Trustee, AARP Growth Trust (investment company)**
President & Trustee, AARP Income Trust (investment company)**
President & Trustee, AARP Tax Free Income Trust (investment company)**
President & Trustee, AARP Managed Investment Portfolios Trust (investment company)**
Director, SFA, Inc. (advertising agency)*
Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder California Tax Free Trust (investment company)*
Vice President, Scudder Equity Trust (investment company)**
Vice President, Scudder Cash Investment Trust (investment company)*
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President, Scudder Portfolio Trust (investment company)*
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder International Fund, Inc. (investment company)**
Vice President, Scudder Investment Trust (investment company)*
Vice President, Scudder Municipal Trust (investment company)*
Vice President, Scudder Mutual Funds, Inc. (investment company)**
Vice President, Scudder New Asia Fund, Inc. (investment company)**
Vice President, Scudder New Europe Fund, Inc. (investment company)**
Vice President, Scudder Securities Trust (investment company)*
Vice President, Scudder State Tax Free Trust (investment company)*
Vice President, Scudder Funds Trust (investment company)**
Vice President, Scudder Tax Free Money Fund (investment company)*
Vice President, Scudder Tax Free Trust (investment company)*
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
Vice President, Scudder Pathway Series (investment company)*
Vice President, Scudder Variable Life Investment Fund (investment company)*
Vice President, The Brazil Fund, Inc. (investment company)**
Vice President, The Korea Fund, Inc. (investment company)**
Vice President, The Argentina Fund, Inc. (investment company)**
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
investment adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**
</TABLE>
Part C - Page 10
<PAGE>
<TABLE>
<S> <C>
Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Variable Life Investment Fund (investment company)*
Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director, Scudder Global Fund, Inc. (investment company)**
Director, Scudder International Fund, Inc. (investment company)**
Director, Scudder Mutual Fund, Inc. (investment company)**
Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*
President & Director, SFA, Inc. (advertising agency)*
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Equity Trust (investment company)**
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, Montgomery Street Income Securities, Inc. (investment company) o
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Daniel Pierce Chairman & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
Trustee, Scudder California Tax Free Trust (investment company)*
President & Trustee, Scudder Equity Trust (investment company)**
Director, The First Iberian Fund, Inc. (investment company)**
President & Trustee, Scudder GNMA Fund (investment company)*
President & Trustee, Scudder Portfolio Trust (investment company)*
President & Trustee, Scudder Funds Trust (investment company)**
President & Director, Scudder Institutional Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
President & Trustee, Scudder Investment Trust (investment company)*
Vice President & Trustee, Scudder Municipal Trust (investment company)*
Vice President & Trustee, Scudder Pathway Series (investment company)*
President & Director, Scudder Mutual Funds, Inc. (investment company)**
Director, Scudder New Asia Fund, Inc. (investment company)**
President & Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
Director, The Brazil Fund, Inc. (until 7/94) (investment company)**
Vice President & Assistant Treasurer, Montgomery Street Income Securities, Inc.
(investment company)o
Chairman, Vice President & Director, Scudder Global Fund, Inc. (investment company)**
Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
(broker/dealer)*
President & Director, Scudder Service Corporation (in-house transfer agent)*
Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
adviser), Toronto, Ontario, Canada
President & Director, Scudder Precious Metals, Inc. xxx
Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg
</TABLE>
Part C - Page 11
<PAGE>
<TABLE>
<S> <C>
Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England
Director, Scudder Fund Accounting Corporation (in-house fund accounting agent)*
Director, Vice President & Assistant Secretary, Scudder Realty Holdings Corporation (a
real estate holding company)*
Director, Scudder Latin America Investment Trust PLC (investment company)@
Incorporator, Scudder Trust Company (a trust company)+++
Director, Fiduciary Trust Company (banking & trust company) Boston, MA
Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA
Trustee, New England Aquarium, Boston, MA
Kathryn L. Quirk Director & Secretary, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Argentina Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder International Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, Scudder Equity Trust (investment company)**
Vice President & Assistant Secretary, Scudder Securities Trust (investment company)*
Vice President & Assistant Secretary, Scudder Funds Trust (investment company)**
Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Montgomery Street Income Securities, Inc.
(investment company)o
Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Pathway Series (investment company)*
Vice President & Assistant Secretary, Scudder New Europe Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, Scudder Variable Life Investment Fund (investment
company)*
Vice President & Assistant Secretary, The First Iberian Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, The Latin America Dollar Income Fund, Inc.
(investment company)**
Vice President & Secretary, AARP Growth Trust (investment company)**
Vice President & Secretary, AARP Income Trust (investment company)**
Vice President & Secretary, AARP Tax Free Income Trust (investment company)**
Vice President & Secretary, AARP Cash Investment Funds (investment company)**
Vice President & Secretary, AARP Managed Investment Portfolios Trust (investment
company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President & Secretary, The Japan Fund, Inc. (investment company)**
Director, Vice President & Secretary, Scudder Fund Accounting Corporation (in-house
fund accounting agent)*
Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation (a real
estate holding company)*
Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx
Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Global Fund, Inc. (investment company)**
</TABLE>
Part C - Page 12
<PAGE>
<TABLE>
<S> <C>
Vice President, AARP Cash Investment Funds (investment company)**
Vice President, AARP Growth Trust (investment company)**
Vice President, AARP Income Trust (investment company)**
Vice President, AARP Tax Free Income Trust (investment company)**
Edmond D. Villani Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Supervisory Director, Scudder Mortgage Fund (investment company) +
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
& II (investment company)+
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporation oo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Director, IBJ Global Investment Management S.A., (Luxembourg investment management
company) Luxembourg, Grand-Duchy of Luxembourg
Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Montgomery Street Income Securities, Inc. (investment company)o
<FN>
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon, U.K.
</FN>
</TABLE>
Item 29. Principal Underwriters.
- -------- -----------------------
(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Part C - Page 13
<PAGE>
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, 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
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
AARP Tax Free Income Trust
AARP Managed Investment Portfolios Trust
The Japan Fund, Inc.
<TABLE>
<CAPTION>
(b)
(1) (2) (3)
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
<S> <C> <C>
E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110
Mark S. Casady Director and Vice President None
Two International Place
Boston, MA 02110
Linda Coughlin Director and Senior Vice President Chairman and Trustee
Two International Place
Boston, MA 02110
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Paul J. Elmlinger Senior Vice President None
345 Park Avenue
New York, NY 10154
Margaret D. Hadzima Assistant Treasurer Vice President
Two International Place
Boston, MA 02110
Thomas W. Joseph Director, Vice President, Vice President
Two International Place Treasurer and Assistant Clerk
Boston, MA 02110
Dudley H. Ladd Director and Senior Vice President None
Two International Place
Boston, MA 02110
</TABLE>
Part C - Page 14
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
<S> <C> <C>
David S. Lee Director, President and Assistant Vice President and
Two International Place Treasurer Assistant Treasurer
Boston, MA 02110
Thomas F. McDonough Clerk Vice President and
Two International Place Assistant Secretary
Boston, MA 02110
Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154
Edward J. O'Connell Assistant Treasurer Vice President and
345 Park Avenue Assistant Treasurer
New York, NY 10154
Daniel Pierce Director, Vice President None
Two International Place and Assistant Treasurer
Boston, MA 02110
Kathryn L. Quirk Senior Vice President Vice President and
345 Park Avenue Secretary
New York, NY 10154
Edmund J. Thimme Director and Vice President None
345 Park Avenue
New York, NY 10154
Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110
David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110
</TABLE>
The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 29.
<TABLE>
<CAPTION>
(c)
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Scudder Investor None None None None
Services, Inc.
</TABLE>
Part C - Page 15
<PAGE>
Item 30. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder, Stevens &
Clark, Inc., Two International Place, Boston, Massachusetts
02110-4103. Records relating to the duties of the custodian of
AARP Balanced Stock and Bond Fund, AARP Growth and Income Fund
and AARP Capital Growth Fund are maintained by State Street
Bank and Trust Company, Heritage Drive, North Quincy,
Massachusetts. Records relating to the duties of the custodian
of AARP Global Growth Fund are maintained by Brown Brothers
Harriman & Co., 40 Water Street, Boston, Massachusetts.
Records relating to the duties of the Registrant's transfer
agent are maintained by Scudder Service Corporation, Two
International Place, Boston, Massachusetts 02110-4103.
Item 31. Management Services.
- -------- --------------------
Inapplicable.
Item 32. Undertakings.
- -------- -------------
The Registrant hereby undertakes to file post-effective
amendments, using reasonably current financial statements of
AARP Blue Chip Index Fund, AARP International Stock Fund, and
AARP Small Company Stock Fund, within four to six months from
the effectiveness date of the Registrant's Registration
Statement under the 1933 Act.
The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of a Fund's latest
annual report to shareholders upon request and without change.
The Registrant hereby undertakes to call a meeting of
shareholders for the purpose of voting on the question of
removal of a Trustee or Trustees when requested to do so by
the holders of at least 10% of the Registrant's outstanding
shares and in connection with such meeting to comply with the
provisions of Section 16(c) of the Investment Company Act of
1940 relating to shareholder communications.
The Registrant hereby undertakes, insofar as indemnification
for liability arising under the Securities Act of 1933 may be
permitted to trustees, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
trustee, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in
connection with the securities being controlling precedent, to
a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Part C - Page 16
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
31th day of January, 1997.
AARP GROWTH TRUST
By /s/Thomas F. McDonough
---------------------------------------
Thomas F. McDonough, Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/Linda C. Coughlin
- --------------------------------------
Linda C. Coughlin* Chairman and Trustee January 31, 1997
/s/Carole Lewis Anderson
- --------------------------------------
Carole Lewis Anderson* Trustee January 31, 1997
/s/Adelaide Attard
- --------------------------------------
Adelaide Attard* Trustee January 31, 1997
/s/Cyril F. Brickfield
- --------------------------------------
Cyril F. Brickfield* Trustee January 31, 1997
/s/Robert N. Butler
- --------------------------------------
Robert N. Butler* Trustee January 31, 1997
/s/Esther Canja
- --------------------------------------
Esther Canja* Trustee January 31, 1997
/s/Horace Deets
- --------------------------------------
Horace Deets* Vice Chairman and Trustee January 31, 1997
/s/Edgar R. Fiedler
- --------------------------------------
Edgar R. Fiedler* Trustee January 31, 1997
/s/Eugene P. Forrester
- --------------------------------------
Eugene P. Forrester* Trustee January 31, 1997
/s/Wayne F. Haefer
- --------------------------------------
Wayne F. Haefer* Trustee January 31, 1997
/s/George L. Maddox, Jr.
- --------------------------------------
George L. Maddox, Jr.* Trustee January 31, 1997
/s/Robert J. Myers
- --------------------------------------
Robert J. Myers* Trustee January 31, 1997
/s/James H. Schulz
- --------------------------------------
James H. Schulz* Trustee January 31, 1997
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/Gordon Shillinglaw
- --------------------------------------
Gordon Shillinglaw* Trustee January 31, 1997
/s/Pamela A. McGrath
- --------------------------------------
Pamela A. McGrath Vice President and Treasurer January 31, 1997
(Principal Financial and Accounting
Officer)
</TABLE>
*By Thomas F. McDonough
-----------------------------------
Thomas F. McDonough
Attorney-in-fact pursuant to a power of attorney
contained in the signature pages of Post-Effective
Amendment No. 8 to the Registration Statement
filed December 4, 1987, Post-Effective Amendment
No. 18 to the Registration Statement filed January
26, 1996.
2
<PAGE>
File No. 2-91578
File No. 811-4048
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 22
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 24
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AARP GROWTH TRUST
<PAGE>
AARP GROWTH TRUST
EXHIBIT INDEX
Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 21 to the registration
statement on Form N-1A of our report dated January 29, 1997, relating to the
Statement of Assets and Liabilities of AARP U.S. Stock Index Fund, AARP
International Stock Fund and AARP Small Company Stock Fund, each a series of
AARP Growth Trust, which appears in the Statement of Additional Information. We
also consent to the reference to us under the heading "Experts" in the Statement
of Additional Information.
Price Waterhouse LLP
Boston, Massachusetts
January 29, 1997
