AARP INCOME TRUST
485BPOS, 2000-01-31
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       Filed electronically with the Securities and Exchange Commission on
                                January 31, 2000
                                                               File No. 2-91577
                                                               File No. 811-4049

                       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. 29                     /X/
                                                      --
                                     And/or
                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940                      /_/

         Amendment No. 31                                                    /X/
                       --

                                AARP Income Trust
                                -----------------
               (Exact Name of Registrant as Specified in Charter)

                 Two International Place, Boston, MA 02110-4103
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (617) 295-1000
                                                           --------------

                                  John Millette
                        Scudder Kemper Investments, Inc.
                    Two International Place, Boston, MA 02110
                    -----------------------------------------
                     (Name and Address of Agent for Service)

 It is proposed that this filing will become effective (check appropriate box):

/_/  Immediately upon filing pursuant to paragraph (b)

/_/  60 days after filing pursuant to paragraph (a) (1)

/_/  75 days after filing pursuant to paragraph (a) (2)

/X/  On February 1, 2000 pursuant to paragraph (b)

/_/  On _____________ pursuant to paragraph (a) (1)

/_/  On _____________ pursuant to paragraph (a) (2) of Rule 485.

     If Appropriate, check the following box:

/_/  This post-effective amendment designates a new effective date for a
     previously filed post-effective amendment

<PAGE>

AARP Investment Program
- -----------------------
[LOGO] from SCUDDER

be ready

Prospectus

A family of no-load mutual funds pursuing competitive returns while actively
seeking to manage downside risk.

February 1, 2000

Money Funds

AARP High Quality Money Fund
AARP High Quality Tax Free
Money Fund
AARP Premium Money Fund

Income Funds

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

Growth and Income Funds

AARP Balanced Stock and Bond Fund
AARP Growth and Income Fund
AARP U.S. Stock Index Fund

Growth Funds

AARP Capital Growth Fund
AARP Small Company Stock Fund

Global Funds

AARP Global Growth Fund
AARP International Stock Fund

Managed Investment Portfolios

AARP Diversified Income with
Growth Portfolio
AARP Diversified Growth Portfolio

As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
<PAGE>

Table of Contents

Individual Fund Descriptions

This section includes main investment and risk management strategies, main risks
and summaries of past performance and expenses for the purpose of comparison.
The AARP Mutual Funds are generally presented in order from conservative to
aggressive (with the exception of the Managed Investment Portfolios, which
invest in other AARP Mutual Funds).

        2   MONEY FUNDS
        4   AARP High Quality Money Fund
        8   AARP High Quality Tax Free Money Fund
       12   AARP Premium Money Fund

       16   INCOME FUNDS
       18   AARP High Quality Short Term Bond Fund
       22   AARP GNMA and U.S. Treasury Fund
       26   AARP Insured Tax Free General Bond Fund
       30   AARP Bond Fund for Income

       34   GROWTH AND INCOME FUNDS
       36   AARP Balanced Stock and Bond Fund
       40   AARP Growth and Income Fund
       44   AARP U.S. Stock Index Fund

       48   GROWTH FUNDS
       50   AARP Capital Growth Fund
       54   AARP Small Company Stock Fund

       58   GLOBAL FUNDS
       60   AARP Global Growth Fund
       64   AARP International Stock Fund

       68   MANAGED INVESTMENT PORTFOLIOS
       70   AARP Diversified Income with Growth Portfolio
       74   AARP Diversified Growth Portfolio

<PAGE>

Shareholder Information

Here you will find information relating to account policies, the investment
adviser and financial highlights.

       78   YOUR ACCOUNT
            This section shows how to open and maintain an account in AARP
            Mutual Funds, including transaction policies.

       79   Opening an AARP Mutual Fund Account
       82   Making Exchanges and Redemptions
       85   Tax Considerations and Distributions
       87   How to Reach Us
       88   The AARP Investment Program's Educational
            Commitment

       90   FUND DETAILS
            A description of the investment adviser and additional performance
            data on the AARP Mutual Funds are covered here.

       90   Investment Adviser
       94   Financial Highlights

Back Cover  WHERE TO GET MORE INFORMATION
<PAGE>

Money Funds

AARP High Quality Money Fund

AARP High Quality Tax Free Money Fund

AARP Premium Money Fund

      These funds seek current income, while maintaining stability of principal.
      They all invest in high-quality short-term securities and distribute
      income, if any, to shareholders monthly. Their yields are most affected by
      short-term interest rates. In making your choice from the three available
      funds, consider how much you can invest, what your checkwriting needs may
      be and whether tax-free income makes sense for you.


      The AARP Premium Money Fund's relatively high minimum initial investment
      ($10,000), minimum balance ($7,500) and minimum check ($1,000)
      requirements are expected to reduce transaction and fund expenses, thereby
      generating a higher yield.

      At the direction of their trustees, these funds do not invest in
      securities issued by tobacco-producing companies. Each fund's investment
      goals may be changed without a vote of shareholders.


<PAGE>

Are Money Funds Right for You?

      A money fund may be a good choice for you if:

      o     you want stability of principal


      o     you want some checkwriting privileges


      o     you are making a short-term investment

      o     you are looking for a fund in which to invest the cash portion of
            your overall portfolio


                                                                  Money Funds  3
<PAGE>

AARP High Quality
Money Fund

Goal


      The fund seeks to provide current income and liquidity, consistent with
      stability and safety of principal, while maintaining a constant share
      price of $1.


Main Investment Strategy

      The fund pursues its goal by investing principally in short-term debt
      securities issued by:

      o     U.S. corporations and financial institutions

      o     the U.S. government and its agencies


      The fund generally invests only in U.S. dollar-denominated securities with
      credit ratings in the two highest categories as determined by one or more
      nationally recognized rating services. The fund may also invest in unrated
      securities that its portfolio managers believe to be of comparable
      quality. The fund maintains a dollar-weighted average maturity of 90 days
      or less. The fund invests in individual securities with remaining
      maturities of no more than 397 days.


      In selecting securities, the fund emphasizes corporate securities and
      conducts thorough credit analyses to identify what appear to be the safest
      investments. From this group, the fund then selects individual securities
      based on the managers' perception of monetary conditions, the available
      supply of appropriate investments and the managers' projections for
      short-term interest rate movements.


4  AARP High Quality Money Fund
<PAGE>



Risk Management Strategies

      The fund manages credit risk by investing only in high quality securities,
      whose issuers are considered unlikely to default, based on their credit
      rating. The fund also diversifies its portfolio across many industry
      sectors and issuers.

Main Risks

      As with most money market funds, the major factor affecting this fund's
      performance is short-term interest rates. If short-term interest rates
      fall, the fund's yield is also likely to fall. Moreover, the portfolio
      managers' strategy or choice of specific investments may not perform as
      expected. This fund may have lower returns than other funds that invest in
      lower-quality securities. It is also possible that securities in the
      fund's portfolio could be downgraded in credit rating or go into default.

      Your investment in this fund is not insured or guaranteed by the FDIC or
      any other government agency. Although the fund strives to maintain a $1
      share price, it is possible that you could lose money by investing in the
      fund.


                                                 AARP High Quality Money Fund  5
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund. The performance of the fund varies over time. All figures on
      this page assume reinvestment of dividends and distributions. Keep in mind
      that past performance is no guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      7.43  5.86  3.22  2.09  3.46  5.05  4.58  4.78  4.80  4.48

      '90   '91   '92   '93   '94   '95   '96   '97   '98   '99

      Best Quarter: 2nd Quarter '90, 1.84%
      Worst Quarter: 3rd Quarter '93, 0.51%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                       1 Year        5 Years       10 Years
      --------------------------------------------------------------------------
                        4.48          4.74          4.57



6  AARP High Quality Money Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                             None
      Annual Fund Operating Expenses
        Management Fee                                             0.38
        Distribution (12b-1) Fees                                  None
        Other Expenses*                                            0.49
      Total Annual Fund Operating Expenses                         0.87
      Expense Reimbursement                                        0.00
      Net Expenses**                                               0.87

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      ** By contract, total annual fund operating expenses are capped at 0.95%
         through 1/31/2001.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes
      expenses remain the same and that you invested $10,000, earned 5%
      annual returns, reinvested all dividends and distributions, and sold
      your shares at the end of each period. This is only an example; your
      actual expenses will be different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                     1 Year    3 Years    5 Years    10 Years
      --------------------------------------------------------------------------
                       $89       $278       $482      $1,073


Portfolio Managers

      Frank J. Rachwalski, Jr., lead portfolio manager, joined the adviser in
      1973 and began his investment career at that time.

      Jerri I. Cohen, portfolio manager, joined the adviser in 1981 and began
      her investment career in 1992.


                                                 AARP High Quality Money Fund  7
<PAGE>

AARP High Quality
Tax Free Money Fund

Goal

      The fund seeks to provide liquidity and current income that is free from
      federal income tax, consistent with stability and safety of principal,
      while maintaining a constant share price of $1.

Main Investment Strategy


      The fund pursues its goal by investing, under normal market conditions, at
      least 80% of net assets in short-term municipal securities free from
      regular federal income tax and from alternative minimum tax (AMT). This
      policy may not be changed without shareholder approval.

      All of the fund's investments have credit ratings within the two highest
      categories as determined by one or more nationally recognized rating
      services. The fund may also invest in unrated securities that its
      portfolio managers believe to be of comparable quality. The fund maintains
      a dollar-weighted average maturity of 90 days or less. The fund invests in
      individual securities with remaining maturities of no more than 397 days.


      In selecting securities, the fund conducts thorough credit analyses to
      identify what appear to be the safest investments. From this group, the
      fund then selects individual securities based on the managers' perception
      of monetary conditions, the available supply of appropriate investments
      and the managers' projections for short-term interest rate movements.


8  AARP High Quality Tax Free Money Fund
<PAGE>



Risk Management Strategies

      The fund manages credit risk by investing only in high quality securities,
      whose issuers are considered unlikely to default, based on their credit
      ratings. The fund diversifies its portfolio across industry sectors and
      issuers.


      As a temporary defensive measure, the fund may invest more than 20% of
      assets in taxable short-term securities. In such a case, the fund would
      not be pursuing, and might not achieve, its goal.


Main Risks

      As with most money market funds, the major factor affecting this fund's
      performance is short-term interest rates. If short-term interest rates
      fall, the fund's yield is also likely to fall. Moreover, the portfolio
      managers' strategy or choice of specific investments may not perform as
      expected. This fund may have lower returns than other funds that invest in
      lower-quality securities. It is also possible that securities in the
      fund's portfolio could be downgraded in credit rating or go into default.

      To the extent that the fund invested in taxable securities, a portion of
      its income would be taxable. The fund's other investment strategies entail
      other risks.

      Your investment in this fund is not insured or guaranteed by the FDIC or
      any other government agency. Although the fund strives to maintain a $1
      share price, it is possible that you could lose money by investing in the
      fund.


                                        AARP High Quality Tax Free Money Fund  9
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund. The performance of the fund varies over time. All figures on
      this page assume reinvestment of dividends and distributions. Keep in mind
      that past performance is no guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      6.13  4.77  2.11  1.58  2.02  3.10  2.70  2.86  2.69  2.48

      '90   '91   '92   '93   '94   '95   '96   '97   '98   '99

      Best Quarter: 4th Quarter '90, 2.19%
      Worst Quarter: 1st Quarter '94, 0.37%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                       1 Year        5 Years       10 Years
      --------------------------------------------------------------------------
                        2.48           2.77          3.04



10  AARP High Quality Tax Free Money Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                           None
      Annual Fund Operating Expenses
        Management Fee                                           0.38
        Distribution (12b-1) Fees                                None
        Other Expenses*                                          0.47
      Total Annual Fund Operating Expenses                       0.85

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes
      expenses remain the same and that you invested $10,000, earned 5%
      annual returns, reinvested all dividends and distributions, and sold
      your shares at the end of each period. This is only an example; your
      actual expenses will be different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                     1 Year    3 Years    5 Years    10 Years
      --------------------------------------------------------------------------
                       $87       $271       $471      $1,049


Portfolio Managers

      Frank J. Rachwalski, Jr., lead portfolio manager, joined the adviser in
      1973 and began his investment career at that time.

      Jerri I. Cohen, portfolio manager, joined the adviser in 1981 and began
      her investment career in 1992.


                                       AARP High Quality Tax Free Money Fund  11
<PAGE>

AARP Premium
Money Fund

Goal


      The fund seeks to provide high current income and liquidity, consistent
      with stability and safety of principal, while maintaining a constant share
      price of $1.


Main Investment Strategy

      The fund pursues its goal by investing principally in short-term debt
      securities issued by:

      o     U.S. corporations and financial institutions

      o     the U.S. government and its agencies

      The fund generally invests only in securities with credit ratings in the
      two highest categories as determined by one or more nationally recognized
      rating services. The fund may also invest in unrated securities that its
      portfolio managers believe to be of comparable quality. The fund maintains
      a dollar-weighted average maturity of 90 days or less. The fund invests in
      individual securities with remaining maturities of no more than 397 days.

      In selecting securities, the fund emphasizes corporate securities and
      conducts thorough credit analyses to identify what appear to be the safest
      investments. From this group, the fund then selects individual securities
      based on the managers' perception of monetary conditions, the available
      supply of appropriate investments and the managers' projections for
      short-term interest rate movements.


12  AARP Premium Money Fund
<PAGE>



Risk Management Strategies

      The fund manages credit risk by investing only in high quality securities,
      whose issuers are considered unlikely to default, based on their credit
      ratings. The fund diversifies its portfolio across many industry sectors
      and issuers.

Main Risks

      As with most money market funds, the major factor affecting this fund's
      performance is short-term interest rates. If short-term interest rates
      fall, the fund's yield is also likely to fall. Moreover, the portfolio
      managers' strategy or choice of specific investments may not perform as
      expected. This fund may have lower returns than other funds that invest in
      lower-quality securities. It is also possible that securities in the
      fund's portfolio could be downgraded in credit rating or go into default.

      Your investment in this fund is not insured or guaranteed by the FDIC or
      any other government agency. Although the fund strives to maintain a $1
      share price, it is possible that you could lose money by investing in the
      fund.


                                                     AARP Premium Money Fund  13
<PAGE>

Past Performance


      Because this fund does not have a full calendar year of performance to
      report as of the date of this prospectus, no bar chart and performance
      table are provided.



14  AARP Premium Money Fund
<PAGE>

Fees and Expenses

      The table below describes the estimated expenses you could expect as an
      investor in this fund. "Annual Fund Operating Expenses" are deducted from
      fund assets, and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                           None
      Annual Fund Operating Expenses
        Management Fee                                           0.38
        Distribution (12b-1) Fees                                None
        Other Expenses*                                          0.52
      Total Annual Fund Operating Expenses                       0.90
      Expense Reimbursement                                      0.40
      Net Expenses**                                             0.50

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      ** By contract, total annual fund operating expenses are capped at 0.50%
         through 1/31/2001.

      Based on the costs above (including one year of capped expenses in each
      period), this example is designed to help you compare this fund's expenses
      to those of other funds. The example assumes expenses remain the same and
      that you invested $10,000, earned 5% annual returns, reinvested all
      dividends and distributions, and sold your shares at the end of each
      period. This is only an example; your actual expenses will be different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                     1 Year    3 Years    5 Years    10 Years
      --------------------------------------------------------------------------
                      $51       $247       $459       $1,071


Portfolio Managers

      Frank J. Rachwalski, Jr., lead portfolio manager, joined the adviser in
      1973 and began his investment career at that time.

      Jerri I. Cohen, portfolio manager, joined the adviser in 1981 and began
      her investment career in 1992.


                                                     AARP Premium Money Fund  15
<PAGE>

Income Funds

AARP High Quality Short Term Bond Fund

AARP GNMA and U.S. Treasury Fund

AARP Insured Tax Free General Bond Fund

AARP Bond Fund for Income


      These funds seek high current income by investing primarily in bonds. Each
      fund invests at least 65% of total assets in investment-grade debt
      securities, and distributes income, if any, to shareholders monthly.
      Investment-grade debt securities are those in the rating agency's top four
      categories of credit quality. Each fund's performance is affected by
      changes in interest rates. When interest rates rise, bond prices usually
      fall, and prices of bonds with long maturities generally fall the most.


      Duration, a measurement based on the estimated payback period or the term
      to maturity of a bond (or portfolio of bonds), is the most widely used
      gauge of sensitivity to interest rate change. Like maturity, duration is
      expressed in years. The longer a fund's duration, the more sharply its
      share price is likely to rise or fall when interest rates change.

      Income funds are generally less risky investments than growth funds. At
      the same time, they provide generally lower long-term returns than growth
      funds.


      At the direction of their trustees, these funds do not invest in
      securities issued by tobacco-producing companies. Each fund's investment
      goals may be changed without a vote of shareholders.



16
<PAGE>

Are Income Funds Right for You?

      An income fund may be a good choice for you if:

      o     you want a source of regular monthly income

      o     you want to add an income component to diversify your portfolio

      o     you can invest in the fund for at least three years

      o     you can handle some ups and downs in investment performance


                                                                Income Funds  17
<PAGE>

AARP High Quality Short
Term Bond Fund

Goal


      The fund seeks to produce a high level of current income while actively
      seeking to reduce downside risk as compared with other short-term bond
      mutual funds.


Main Investment Strategy


      The fund pursues its goal by investing principally in high-quality,
      short-term debt securities. It maintains an average weighted maturity of
      less than three years. The fund may invest in securities issued by the
      U.S. government, U.S. corporations and other fixed-income securities. The
      fund may also invest in foreign debt securities that are traded in U.S.
      dollars. The fund may invest in bonds with investment-grade credit ratings
      as determined by one or more nationally recognized rating services. The
      fund may also invest in unrated securities that its portfolio managers
      believe to be of comparable quality. At least 65% of the fund's assets
      must be in securities rated in the two highest categories by one or more
      nationally recognized rating services.

      In managing its portfolio, the fund analyzes economic trends to identify
      market sectors and types of bonds that appear likely to outperform the
      short-term bond market as a whole. The fund has tended to favor
      asset-backed and mortgage-backed securities, both of which represent
      partial ownership in pools of specific loans, such as car loans and
      mortgages. In making their buy and sell decisions, the managers typically
      weigh a number of factors against each other, from economic outlooks and
      possible interest rate movements to changes in supply and demand within
      the short-term bond market.



18  AARP High Quality Short Term Bond Fund
<PAGE>

Other Investments


      The fund may also invest up to 20% of total assets in foreign debt
      securities denominated in currencies other than the U.S. dollar.

      Although the managers are permitted to use various types of derivatives
      (contracts whose value is based on, for example, indices, commodities,
      currencies, or securities), the managers don't intend to use them as
      principal investments, and might not use them at all.


Risk Management Strategies


      The fund uses several strategies in seeking to reduce share price
      volatility. The fund's risk management strategy is to reduce its average
      duration to as short as one year. The fund may seek out bonds with "call
      protection," which limits an issuer's ability to pay off a loan early.
      While the fund emphasizes certain market sectors and types of bonds, it
      nonetheless diversifies its portfolio across industry sectors and issuers.

      As a temporary defensive measure, the fund may invest up to 100% of assets
      in cash or cash equivalents. In such a case, the fund would not be
      pursuing, and might not achieve, its goal.


Main Risks

      As with most bond funds, the major factor affecting this fund's
      performance is interest rates. When interest rates rise, the prices of
      bonds (and bond mutual funds) typically fall in proportion to their
      duration. If interest rates drop significantly, holders of the mortgages
      represented by mortgage-backed securities are more likely to refinance,
      thus prepaying their obligations and potentially forcing the fund to
      reinvest in securities that pay less interest.

      If certain sectors or investments don't perform as the portfolio managers
      expect, the fund could substantially underperform other short-term bond
      mutual funds or lose money. The portfolio managers' attempts to manage
      downside risk may also reduce performance in a strong market. It is also
      possible that bonds in the fund's portfolio could be downgraded in credit
      rating or go into default.


                                      AARP High Quality Short Term Bond Fund  19
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------

      7.56  15.4  6.24  10.9  -4.41  7.26  2.75  7.91  5.48  2.16

      '90   '91   '92   '93    '94   '95   '96   '97   '98   '99

      Best Quarter: 3rd Quarter '91, 5.85%
      Worst Quarter: 1st Quarter '94, -3.45%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                       1 Year        5 Years       10 Years
      --------------------------------------------------------------------------
      Fund              2.16           6.98          6.95
      Index            -0.82           7.73          7.70

      Index: Lehman Brothers Aggregate Bond Index, an unmanaged measure of
      Treasury securities, agency securities, corporate bonds, and mortgage
      securities, weighted by market value.



20  AARP High Quality Short Term Bond Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                           None
      Annual Fund Operating Expenses
        Management Fee                                           0.47
        Distribution (12b-1) Fees                                None
        Other Expenses*                                          0.38
      Total Annual Fund Operating Expenses                       0.85

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes expenses
      remain the same and that you invested $10,000, earned 5% annual returns,
      reinvested all dividends and distributions, and sold your shares at the
      end of each period. This is only an example; your actual expenses will be
      different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                     1 Year    3 Years    5 Years    10 Years
      --------------------------------------------------------------------------
                      $87       $271        $471      $1,049


Portfolio Managers

      Robert S. Cessine, co-lead portfolio manager, joined the adviser in 1993
      and began his investment career in 1982.

      John E. Dugenske, co-lead portfolio manager, joined the adviser in 1998
      and began his investment career in 1990.


                                      AARP High Quality Short Term Bond Fund  21
<PAGE>

AARP GNMA and
U.S. Treasury Fund

Goal


      The fund seeks to produce a high level of income while actively seeking to
      reduce downside risk as compared with other GNMA mutual funds.


Main Investment Strategy


      The fund pursues its goal by investing at least 65% of net assets in
      high-quality GNMA and U.S. Treasury securities. GNMA, also known as Ginnie
      Mae, stands for the Government National Mortgage Association. GNMA
      securities represent partial ownership interest in a pool of mortgage
      loans, for which GNMA guarantees timely payment of principal and interest.

      In managing its portfolio, the fund considers the relative merits of
      investing in GNMA or U.S. Treasury securities -- particularly yield and
      availability -- in determining how it will allocate its investment between
      the two. The fund seeks to maximize income and manage risk by investing in
      securities of varying maturities.



22  AARP GNMA and U.S. Treasury Fund
<PAGE>

Risk Management Strategies


      The fund's risk management strategy is to reduce its average duration to
      as short as one year. As a temporary defensive measure, the fund may
      invest up to 100% of assets in cash or cash equivalents. In such a case,
      the fund would not be pursuing, and might not achieve, its goal.


Main Risks

      As with most bond funds, the major factor affecting this fund's
      performance is interest rates. When interest rates rise, the prices of
      bonds (and bond mutual funds) typically fall in proportion to their
      duration. If interest rates drop significantly, holders of the mortgages
      represented by GNMA securities are more likely to refinance, thus
      prepaying their obligations and potentially forcing the fund to reinvest
      in securities that pay lower interest rates.


      Exposure to credit risk is low because most of the fund's securities are
      issued or guaranteed by the U.S. government.

      This fund may trade securities more actively than many funds, which could
      mean higher expenses (thus lowering return) and higher taxable
      distributions.

      The value of an investment in the fund will fluctuate over time and it is
      possible to lose money invested in the fund.



                                            AARP GNMA and U.S. Treasury Fund  23
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------

      9.72  14.3  6.56  5.96  -1.61  2.83   4.44  8.00  6.79  0.59

      '90   '91   '92   '93    '94   '95    '96   '97   '98   '99

      Best Quarter: 3rd Quarter '91, 4.88%
      Worst Quarter: 1st Quarter '94, -2.44%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                       1 Year        5 Years       10 Years
      --------------------------------------------------------------------------
      Fund              0.59          6.45           6.65
      Index             1.93          8.08           7.87


      Index: Lehman Brothers GNMA Index, an unmanaged measure of all fixed-rate
      securities backed by mortgage pools of GNMA.


24  AARP GNMA and U.S. Treasury Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                           None
      Annual Fund Operating Expenses
        Management Fee                                           0.40
        Distribution (12b-1) Fees                                None
        Other Expenses*                                          0.26
      Total Annual Fund Operating Expenses                       0.66

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes expenses
      remain the same and that you invested $10,000, earned 5% annual returns,
      reinvested all dividends and distributions, and sold your shares at the
      end of each period. This is only an example; your actual expenses will be
      different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                     1 Year    3 Years    5 Years    10 Years
      --------------------------------------------------------------------------
                      $67       $211        $368       $822


Portfolio Managers

      Richard L. Vandenberg, lead portfolio manager, joined the adviser in 1993
      and began his investment career in 1975.

      Scott E. Dolan, portfolio manager, joined the adviser in 1989 and began
      his investment career at that time.

      John E. Dugenske, portfolio manager, joined the adviser in 1998 and began
      his investment career in 1990.

                                            AARP GNMA and U.S. Treasury Fund  25
<PAGE>

AARP Insured Tax Free
General Bond Fund

Goal


      The fund seeks to produce a high level of income that is free from federal
      income taxes while actively seeking to reduce downside risk as compared
      with other insured tax-free bond mutual funds.


Main Investment Strategy


      The fund pursues its goal by investing, under normal market conditions, at
      least 80% of net assets in high-quality, tax-exempt municipal securities.
      (This policy may not be changed without shareholder approval.) Securities
      comprising at least 65% of total assets of the fund carry insurance that
      would pay the principal and interest in the event of default.

      In managing its portfolio, the fund looks for securities that appear to
      offer the best total return potential, and normally prefers those that
      cannot be called in before maturity. In making their buy and sell
      decisions, the managers typically weigh a number of factors against each
      other, from economic outlooks and possible interest rate movements to
      changes in supply and demand within the municipal bond market.



26  AARP Insured Tax Free General Bond Fund
<PAGE>

Other Investments


      The fund may invest up to 20% of assets in U.S. government securities.

      Although the managers are permitted to use various types of derivatives
      (contracts whose value is based on, for example, indices, commodities,
      currencies, or securities), the managers don't intend to use them as
      principal investments, and might not use them at all.


Risk Management Strategies


      The fund manages its exposure to interest rate risk by maintaining a
      duration that is generally shorter than comparable mutual funds, and
      adjusting its duration in response to market conditions.

      As a temporary defensive measure, the fund may invest more than 20% of
      assets in taxable short-term securities. In such a case, the fund would
      not be pursuing, and might not achieve, its goal.


Main Risks

      As with most bond mutual funds, the major factor affecting this fund's
      performance is interest rates. When interest rates rise, the prices of
      bonds (and bond mutual funds) typically fall in proportion to their
      duration. Moreover, this fund may have lower returns than other tax-free
      bond mutual funds that invest in lower-quality securities or maintain
      longer durations. It is also possible that securities in the fund's
      portfolio could be downgraded in credit rating or go into default.


      The value of an investment in the fund will fluctuate over time and it is
      possible to lose money invested in the fund.

      Although the majority of the fund's securities are privately insured to
      protect against default, this insurance does not prevent the fund's share
      price from falling.


                                     AARP Insured Tax Free General Bond Fund  27
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------

      6.33  12.2  8.57  12.7  -6.21  6.15  3.71  8.92  5.41  -2.00

      '90   '91   '92   '93    '94   '95   '96   '97   '98    '99

      Best Quarter: 1st Quarter '95, 7.08%
      Worst Quarter: 1st Quarter '94, -5.90%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                       1 Year        5 Years       10 Years
      --------------------------------------------------------------------------
      Fund             -2.00          6.27           6.38
      Index            -2.06          6.91           6.89


      Index: Lehman Brothers Municipal Bond Index, an unmanaged measure of
      municipal bonds with maturities of at least two years, weighted by market
      value.


28  AARP Insured Tax Free General Bond Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                           None
      Annual Fund Operating Expenses
        Management Fee                                           0.47
        Distribution (12b-1) Fees                                None
        Other Expenses*                                          0.21
      Total Annual Fund Operating Expenses                       0.68

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes expenses
      remain the same and that you invested $10,000, earned 5% annual returns,
      reinvested all dividends and distributions, and sold your shares at the
      end of each period. This is only an example; your actual expenses will be
      different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                     1 Year    3 Years    5 Years    10 Years
      --------------------------------------------------------------------------
                      $69       $218        $379       $847


Portfolio Managers

      Philip G. Condon, co-lead portfolio manager, joined the adviser in 1983
      and began his investment career in 1977.

      Ashton P. Goodfield, co-lead portfolio manager, joined the adviser in 1986
      and began her investment career at that time.


                                     AARP Insured Tax Free General Bond Fund  29
<PAGE>

AARP Bond Fund
for Income

Goal


      The fund seeks to produce a high level of current income while actively
      seeking to reduce downside risk as compared with other bond mutual funds.


Main Investment Strategy


      The fund pursues its goal by investing, under normal market conditions, at
      least 65% of total assets in investment-grade debt securities, as
      determined by one or more nationally recognized rating services. The fund
      may invest in unrated securities that its portfolio manager believes to be
      of comparable quality. The fund may also invest up to 35% of total assets
      in high-yielding securities considered to be below investment-grade.

      The fund primarily focuses on corporate bonds, although it also invests in
      other types of securities. In managing its portfolio, the fund analyzes
      economic trends to identify market sectors and types of bonds that appear
      likely to outperform the long-term bond market as a whole. In making buy
      and sell decisions, the manager typically weighs a number of factors
      against each other, from economic outlooks and possible interest rate
      movements to changes in supply and demand within the bond market.


Other Investments


      Although the manager is permitted to use various types of derivatives
      (contracts whose value is based on, for example, indices, commodities,
      currencies, or securities), the manager doesn't intend to use them as
      principal investments, and might not use them at all.



30  AARP Bond Fund for Income
<PAGE>

Risk Management Strategies


      The fund uses several strategies in seeking to reduce share price
      volatility. The fund manages its exposure to interest rate risk by
      adjusting its duration. The fund may seek out bonds with "call
      protection," which limits an issuer's ability to pay off a loan early. The
      fund diversifies its portfolio across industry sectors and issuers.

      As a temporary defensive measure, the fund may invest up to 100% of assets
      in cash or cash equivalents. In such a case, the fund would not be
      pursuing, and might not achieve, its goal.


Main Risks

      As with most bond mutual funds, the most significant factor affecting this
      fund's performance is interest rates. When interest rates rise, the price
      of bonds (and bond mutual funds) typically falls in proportion to their
      duration. Moreover, if certain sectors or securities don't perform as the
      portfolio managers expect, the fund could substantially underperform other
      bond mutual funds or lose money. It is also possible that bonds in the
      fund's portfolio could be downgraded in credit rating or go into default.


      Issuers whose bonds are below investment-grade may be in impaired
      financial condition and may be affected by stock market shifts. The prices
      of their bonds, therefore, tend to change based on stock market movements
      to a greater degree than the prices of investment-grade bonds.



                                                   AARP Bond Fund for Income  31
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.

      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------

      6.41  -0.79

      '98    '99

      Best Quarter: 3rd Quarter '98, 2.17%
      Worst Quarter: 2nd Quarter '99, -1.32%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------

                                             Since
                               1 Year      Inception
      --------------------------------------------------------------------------
      Fund                     -0.79         4.86*
      Index                    -0.82         5.79**

      Index: Lehman Brothers Aggregate Bond Index, an unmanaged measure of
      Treasury securities, agency securities, corporate bonds and mortgage
      securities, weighted by market value.

      * Fund Inception: 2/1/1997

      **Index comparison begins 1/31/1997

      In both the chart and the table, total returns from the date of inception
      through 1999 would have been lower if operating expenses hadn't been
      reduced.


32  AARP Bond Fund for Income
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                           None
      Annual Fund Operating Expenses
        Management Fee                                           0.56
        Distribution (12b-1) Fees                                None
        Other Expenses*                                          0.34
      Total Annual Fund Operating
      Expenses                                                   0.90
      Expense Reimbursement                                      0.15
      Net Expenses**                                             0.75

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      ** By contract, total annual fund operating expenses are capped at 0.75%
         through 1/31/2001.

      Based on the costs above (including one year of capped expenses in each
      period), this example is designed to help you compare this fund's expenses
      to those of other funds. The example assumes expenses remain the same and
      that you invested $10,000, earned 5% annual returns, reinvested all
      dividends and distributions, and sold your shares at the end of each
      period. This is only an example; your actual expenses will be different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                     1 Year    3 Years    5 Years    10 Years
      --------------------------------------------------------------------------
                      $77       $272        $484      $1,094


Portfolio Manager

      Robert S. Cessine, lead portfolio manager, joined the adviser in 1993 and
      began his investment career in 1982.


                                                   AARP Bond Fund for Income  33
<PAGE>

Growth and Income
Funds

AARP Balanced Stock and Bond Fund

AARP Growth and Income Fund

AARP U.S. Stock Index Fund

      These funds seek a combination of capital growth and income and make
      distributions, if any, to shareholders quarterly.

      The advantages of growth and income mutual funds are: opportunities for
      capital growth and current income in a single investment; potentially less
      volatility than purely growth-oriented investments; and potentially strong
      long-term growth. At the same time, growth and income mutual funds are not
      likely to perform quite as well over the long term as purely
      growth-oriented investments.


      At the direction of their trustees, these funds do not invest in
      securities issued by tobacco-producing companies. Each fund's investment
      goals may be changed without a vote of shareholders.



34
<PAGE>

Are Growth and Income Funds Right for You?

      A growth and income fund may be a good choice for you if:

      o     you want long-term growth with less risk than a purely
            growth-oriented investment

      o     you can invest for at least three to five years in the AARP Balanced
            Stock and Bond Fund, or for at least five years in the other growth
            and income funds

      o     you can handle some ups and downs in investment performance

      o     you are building a diversified portfolio with a few core investments


                                                     Growth and Income Funds  35
<PAGE>

AARP Balanced Stock
and Bond Fund

Goal


      The fund seeks to provide long-term capital growth and income while
      actively seeking to reduce downside risk as compared with other balanced
      mutual funds.


Main Investment Strategy


      The fund pursues its goal by investing primarily in a diversified mix of
      common stocks, high-quality bonds and cash reserves.

      The fund may invest up to 70% of its assets in equity securities including
      dividend-paying and non-dividend-paying stocks. In managing the equity
      portion of the portfolio, the fund considers yield and other valuation and
      growth factors, meaning that it focuses its investments on companies whose
      dividends and earnings prospects are believed to be attractive relative to
      the average derived from its benchmark index. The fund may sell securities
      if their yield or growth prospects are expected to be below the benchmark
      average. Typically, companies that meet these criteria are large. The fund
      invests primarily in the securities of U.S. companies, but may also invest
      in the equity securities of foreign companies.

      The remainder of the fund's assets will be invested in investment-grade
      debt securities. All of the fund's debt securities must be
      investment-grade at the time of purchase, as determined by one or more
      nationally recognized rating services. The fund may also invest in unrated
      securities that its portfolio managers believe to be of comparable
      quality. Of the fund's debt securities, 75% must be rated within the three
      highest credit categories. Inside these bounds, the fund may invest in
      bonds of any maturity issued by U.S. and foreign governments or
      corporations.



36  AARP Balanced Stock and Bond Fund
<PAGE>


      The fund generally selects individual bonds based on maturities and
      yields, with an emphasis on corporate bonds.

      In managing its portfolio, the fund does not attempt to time the market.
      When changes in the overall financial climate -- interest rates, cash
      flows or inflation -- warrant action, the portfolio managers will
      generally make incremental adjustments to the fund's asset allocation.


Risk Management Strategies


      The fund manages risk by diversifying widely among industries and
      companies. It also invests significantly in dividend-paying stocks, whose
      prices have, oftentimes, tended to fall less in down markets. The fund's
      bond investments are diversified by maturity, credit quality and industry.
      The fund may also, but is not required to, make limited use of certain
      derivatives (financial instruments that derive their value from other
      securities, commodities or indices) to attempt to manage risk.

      As a temporary defensive measure, the fund may invest up to 100% of assets
      in cash or cash equivalents. In such a case, the fund would not be
      pursuing, and might not achieve, its goal.


Main Risks

      The primary factor affecting this fund's performance is stock market
      movements. If certain sectors or securities don't perform as its portfolio
      managers expect, the fund could substantially underperform other balanced
      mutual funds or lose money. To the extent that the fund invests in bonds,
      the most significant risk is that interest rates will rise, and the prices
      of bonds held by the fund will fall in proportion to their duration.
      Duration is a technical measure of the sensitivity of a fund's return to
      changes in market interest rates. It is also possible that bonds in the
      fund's portfolio could be downgraded in credit rating or go into default.
      The fund's asset allocation could prove to be less appropriate to market
      conditions than other balanced mutual funds, and its portfolio managers'
      attempts to manage downside risk may also reduce performance in a strong
      market.


                                           AARP Balanced Stock and Bond Fund  37
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and two broad-based market indexes (which, unlike the fund,
      do not have any fees or expenses). The performance of both the fund and
      the indexes varies over time. All figures on this page assume reinvestment
      of dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      23.86   14.19   21.92   6.38   2.87

       '95     '96     '97    '98    '99

      Best Quarter: 2nd Quarter '97, 10.36%
      Worst Quarter: 3rd Quarter '99, -7.43%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                                             Since
                                     1 Year     5 Years    Inception*
      --------------------------------------------------------------------------
      Fund                            2.87       13.54      11.02
      Index 1                        -0.82        7.73       5.72
      Index 2                        21.04       28.56      23.23


      Index 1: Lehman Brothers Aggregate Bond Index, an unmanaged measure of
      Treasury securities, agency securities, corporate bonds and mortgage
      securities, weighted by market value.

      Index 2: Standard & Poor's 500 Composite Stock Price Index (S&P 500
      Index), an unmanaged, capitalization-weighted index that includes 500
      large-cap stocks.

      *     2/1/1994


38  AARP Balanced Stock and Bond Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                        None
      Annual Fund Operating Expenses
        Management Fee                                        0.47
        Distribution (12b-1) Fees                             None
        Other Expenses*                                       0.41
      Total Annual Fund Operating Expenses                    0.88

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes expenses
      remain the same and that you invested $10,000, earned 5% annual returns,
      reinvested all dividends and distributions, and sold your shares at the
      end of each period. This is only an example; your actual expenses will be
      different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                  1 Year         3 Years          5 Years        10 Years
      --------------------------------------------------------------------------
                   $90             $281            $488           $1,084


Portfolio Managers

      Kathleen T. Millard, lead portfolio manager, joined the adviser in 1991
      and began her investment career in 1983.

      Robert S. Cessine, portfolio manager, joined the adviser in 1993 and began
      his investment career in 1982.

      Greg Adams, portfolio manager, joined the adviser in 1999 and began his
      investment career in 1987.


                                           AARP Balanced Stock and Bond Fund  39
<PAGE>

AARP Growth and
Income Fund

Goal


      The fund seeks to provide long-term capital growth and income while
      actively seeking to reduce downside risk as compared with other growth and
      income mutual funds.


Main Investment Strategy

      The fund pursues its goal by investing primarily in common stocks and
      securities convertible into common stocks.


      In managing its portfolio, the fund considers yield and other valuation
      and growth factors, meaning that it focuses its investments on securities
      of companies whose dividends and earnings prospects are believed to be
      attractive relative to the average derived from its benchmark index, the
      S&P 500 Index. Typically, companies that meet these criteria are large.
      The fund may invest in dividend-paying and non-dividend paying stocks. The
      fund may sell securities if their yield or growth prospects are expected
      to be below the benchmark average. The fund invests primarily in U.S.
      companies, but may also invest in the equity securities of foreign
      companies.


Other Investments


      Although the managers are permitted to use various types of derivatives
      (contracts whose value is based on, for example, indices, commodities,
      currencies, or securities), the managers don't intend to use them as
      principal investments, and might not use them at all.



40  AARP Growth and Income Fund
<PAGE>

Risk Management Strategies


      The fund manages risk by diversifying widely among industries and
      companies. As a temporary defensive measure, the fund may invest up to
      100% of assets in cash or cash equivalents. In such a case, the fund would
      not be pursuing, and might not achieve, its goal.


Main Risks

      The primary factor affecting this fund's performance is stock market
      movements. The value of your investment will fluctuate over time, and you
      could lose money.

      If the strategy used by the fund or specific securities don't perform as
      well as expected, the fund could underperform other growth and income
      mutual funds or lose money. The portfolio managers' attempts to manage
      downside risk may also reduce performance in a strong market.


                                                 AARP Growth and Income Fund  41
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      -2.06   26.46   9.22  15.68  3.06  31.82  21.61  31.02   6.14   7.37

       '90     '91    '92   '93    '94    '95    '96    '97    '98    '99

      Best Quarter: 2nd Quarter '97, 15.49%
      Worst Quarter: 3rd Quarter '98, -13.75%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                     1 Year      5 Years    10 Years
      --------------------------------------------------------------------------
      Fund                            7.37       19.07       14.46
      Index                          21.04       28.56       18.21


      Index: Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index),
      an unmanaged, capitalization-weighted index that includes 500 large-cap
      stocks.


42  AARP Growth and Income Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                        None
        Redemption Fee
      Annual Fund Operating Expenses
        Management Fee                                        0.47
        Distribution (12b-1) Fees                             None
        Other Expenses*                                       0.30
      Total Annual Fund Operating Expenses                    0.77

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes expenses
      remain the same and that you invested $10,000, earned 5% annual returns,
      reinvested all dividends and distributions, and sold your shares at the
      end of each period. This is only an example; your actual expenses will be
      different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
               1 Year         3 Years          5 Years        10 Years
      --------------------------------------------------------------------------
                $79             $246            $428            $954


Portfolio Managers

      Kathleen T. Millard, lead portfolio manager, joined the adviser in 1991
      and began her investment career in 1983.

      Greg Adams, portfolio manager, joined the adviser in 1999 and began his
      investment career in 1987.


                                                 AARP Growth and Income Fund  43
<PAGE>

AARP U.S. Stock
Index Fund

Goal


      The fund seeks to provide long-term capital growth and income but with
      less risk of loss to its portfolio than other mutual funds that track the
      S&P 500 Index, measured by the frequency and amount by which total return
      fluctuates downward.


Main Investment Strategy


      The fund pursues its goal by emphasizing common stocks with above-average
      dividend yields, while maintaining investment characteristics otherwise
      similar to the S&P 500 Index. Under normal market conditions, the fund
      will invest at least 95% of its assets in common stocks in the S&P 500
      Index.


      The fund screens the companies in the Index to identify those that pay
      above-average dividends on their securities. By giving more weight to
      these companies in the portfolio, the fund expects volatility to be
      somewhat less than that of the S&P 500 Index over time. The total return
      will generally track the S&P 500 Index within 1%, before expenses, on an
      annualized basis. (A tracking error of 0% would indicate returns identical
      to the index.)

      To enhance yield and liquidity, and to reduce transaction costs, the fund
      will not exactly replicate the portfolio weights of the S&P 500 Index and
      will typically hold between 400 and 470 of the 500 stocks included in the
      Index.


44  AARP U.S. Stock Index Fund
<PAGE>


Other Investments

      The fund may invest up to 20% of assets in futures contracts based on
      stocks included in the S&P 500 Index in order to invest cash, maintain
      liquidity, meet redemptions or minimize trading costs.


Main Risks

      The primary factor affecting this fund's performance is stock market
      movements, especially as reflected in the S&P 500 Index. The value of your
      investment will fluctuate over time, and you could lose money.

      The portfolio managers' strategy of emphasizing high-dividend companies in
      the S&P 500 Index might not perform as expected, and the fund's
      performance could be much lower than that of the Index.


                                                  AARP U.S. Stock Index Fund  45
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      28.34    22.01

       '98      '99

      Best Quarter: 4th Quarter '98, 20.64%
      Worst Quarter: 3rd Quarter '98, -9.51%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                        1 Year        Since Inception
      --------------------------------------------------------------------------
      Fund                               22.01            25.81*
      Index                              21.04            25.81**

      Index: Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index),
      an unmanaged, capitalization-weighted index that includes 500 large-cap
      U.S. stocks.

      *     Fund Inception: 2/1/1997


      **    Index comparison begins 1/31/1997

      In both the chart and the table, total returns from the date of inception
      through 1999 would have been lower if operating expenses hadn't been
      reduced.


46  AARP U.S. Stock Index Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                        None
      Annual Fund Operating Expenses
        Management Fee                                        0.28
        Distribution (12b-1) Fees                             None
        Other Expenses*                                       0.48
      Total Annual Fund Operating Expenses                    0.76
      Expense Reimbursement                                   0.26
      Net Expenses**                                          0.50

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      ** By contract, total annual fund operating expenses are capped at 0.50%
         through 1/31/2001.

      Based on the costs above (including one year of capped expenses in each
      period), this example is designed to help you compare this fund's expenses
      to those of other funds. The example assumes expenses remain the same and
      that you invested $10,000, earned 5% annual returns, reinvested all
      dividends and distributions, and sold your shares at the end of each
      period. This is only an example; your actual expenses will be different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                  1 Year         3 Years          5 Years        10 Years
      --------------------------------------------------------------------------
                   $51             $217            $397            $918


Portfolio Managers

      Bankers Trust Company, subadviser, will handle day-to-day investment and
      trading functions for the fund under the guidance of the portfolio
      managers. The subadviser has managed stock index investments since 1977.

      James M. Eysenbach, portfolio manager, joined the adviser in 1991 and
      began his investment career in 1984.




                                                  AARP U.S. Stock Index Fund  47
<PAGE>

Growth Funds

AARP Capital Growth Fund

AARP Small Company Stock Fund

      These funds seek long-term growth of principal by investing in portfolios
      of stocks. Each fund has its own goal, investment strategy and risk
      profile.

      Funds that focus on stocks have historically offered the highest long-term
      returns. Depending on their goals, stock mutual funds can provide exposure
      to companies of all sizes in every industry and geographic region. You may
      want to consider the volatility of stock markets in deciding whether to
      use growth funds as the core of your personal portfolio.


      At the direction of their trustees, these funds do not invest in
      securities issued by tobacco-producing companies. Each fund's investment
      goals may be changed without a vote of shareholders.



48
<PAGE>

Are Growth Funds Right for You?

      A growth fund may be a good choice for you if:

      o     you want long-term growth of principal

      o     you are not looking for a source of regular income

      o     you can invest in the fund for at least five years

      o     you can handle potentially large ups and downs in investment
            performance

      o     you are looking for a fund in which to invest the growth portion of
            your overall portfolio


                                                                Growth Funds  49
<PAGE>

AARP Capital
Growth Fund

Goal


      The fund seeks to provide long-term capital growth while actively seeking
      to reduce downside risk as compared with other growth mutual funds.


Main Investment Strategy


      The fund pursues its goal by investing primarily in the common stocks, and
      securities convertible into common stocks, of established medium- to
      large-sized U.S. companies with potential for long-term capital growth.

      In managing its portfolio, the fund focuses on stock selection. During an
      initial screening of companies with market capitalizations typically above
      $3 billion, the fund looks for companies that have displayed above-average
      earnings growth and the potential to increase profits going forward.
      Companies also must have strong competitive positions; if they are not the
      market leaders, they should be gaining market share. Finally, the fund
      uses a sophisticated computer model to assess the potential return and
      risk of stocks relative to their industries and to the market as a whole,
      according to book value, earnings per share and expected earnings growth.



50  AARP Capital Growth Fund
<PAGE>

Other Investments


      The fund may invest to a limited extent in preferred stocks and futures
      contracts. Although the fund typically invests in U.S. companies, it may
      also invest in the equity securities of foreign companies.

      Although the managers are permitted to use various types of derivatives
      (contracts whose value is based on, for example, indices, commodities,
      currencies, or securities), the managers don't intend to use them as
      principal investments, and might not use them at all.


Risk Management Strategies


      The fund manages risk by diversifying its portfolio investments widely
      among market sectors and companies. It generally does not invest more than
      3.5% of its assets in any single company. As a temporary defensive
      measure, the fund may invest up to 100% of assets in cash or cash
      equivalents. In such a case, the fund would not be pursuing, and might not
      achieve, its goal.


Main Risks

      The primary factor affecting this fund's performance is stock market
      movements. If certain sectors or investments don't perform as the
      portfolio managers expect, the fund could substantially underperform other
      growth mutual funds or lose money. The portfolio managers' attempts to
      manage downside risk may also reduce performance in a strong market.


                                                    AARP Capital Growth Fund  51
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      -15.78  40.53   4.72  15.98   -10.04  30.54   20.62   35.08   23.73  35.44

        '90    '91    '92    '93     '94     '95     '96     '97     '98    '99

      Best Quarter: 4th Quarter '98, 25.83%
      Worst Quarter: 3rd Quarter '90, -21.27%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                    1 Year      5 Years    10 Years
      --------------------------------------------------------------------------
      Fund                           35.44       28.94       16.51
      Index                          21.04       28.56       18.21


      Index: Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index),
      an unmanaged, capitalization-weighted index that includes 500 large-cap
      stocks.


50  AARP Capital Growth Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                        None
      Annual Fund Operating Expenses
        Management Fee                                        0.60
        Distribution (12b-1) Fees                             None
        Other Expenses*                                       0.32
      Total Annual Fund Operating Expenses                    0.92

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes expenses
      remain the same and that you invested $10,000, earned 5% annual returns,
      reinvested all dividends and distributions, and sold your shares at the
      end of each period. This is only an example; your actual expenses will be
      different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
            1 Year         3 Years          5 Years        10 Years
      --------------------------------------------------------------------------
             $94             $293            $509           $1,131


Portfolio Managers

      William F. Gadsden, co-lead portfolio manager, joined the adviser in 1983
      and began his investment career in 1981.

      Bruce F. Beaty, co-lead portfolio manager, joined the adviser in 1991 and
      began his investment career in 1980.


                                                    AARP Capital Growth Fund  53
<PAGE>

AARP Small Company
Stock Fund

Goal


      The fund seeks to provide long-term capital growth while actively seeking
      to reduce downside risk as compared with other small company stock funds.


Main Investment Strategy


      The fund pursues its goal by investing at least 65% of total assets in
      stocks of small U.S. companies with potential for above-average long-term
      capital growth. Small companies are generally defined as those with stock
      market capitalizations (total market value of outstanding shares)
      typically below $2 billion.


      In managing its portfolio, the fund uses a proprietary computer model to
      identify attractively valued stocks of small companies -- those selling at
      low prices relative to their earnings, assets or other measures of value.
      By emphasizing undervalued small companies in the fund's portfolio, the
      portfolio managers expect to take advantage of the growth opportunities
      offered by these companies while tempering the volatility that is also
      associated with these investments.


54  AARP Small Company Stock Fund
<PAGE>

Other Investments


      To a limited extent, the fund may also invest in other types of
      securities, including up to 20% of assets in U.S. government securities.

      Although the managers are permitted to use various types of derivatives
      (contracts whose value is based on, for example, indices, commodities,
      currencies, or securities), the managers don't intend to use them as
      principal investments, and might not use them at all.


Risk Management Strategies


      The fund manages risk by focusing on undervalued stocks and diversifying
      its investments widely across individual companies. The fund generally
      invests no more than 5% of its assets in the securities of any one company
      and typically invests in over 150 securities. As a temporary defensive
      measure, the fund may invest up to 100% of assets in cash or cash
      equivalents. In such a case, the fund would not be pursuing, and might not
      achieve, its goal.


Main Risks

      The primary factor affecting this fund's performance is stock market
      movements. Small companies can be especially sensitive to market shifts
      and isolated business difficulties. This is because small companies often
      serve niche markets and have limited product lines. They also generally
      lack the cash reserves and access to capital that allow larger companies
      to weather difficult financial times.

      Small companies as a group, or individual small companies, may not perform
      as well as expected. Securities of small companies are often thinly traded
      and could be harder to value or sell at a fair price. If certain sectors
      or investments don't perform as the portfolio managers expect, the fund
      could underperform other small company stock mutual funds or lose money.
      In addition, growth stocks may be out of favor for certain periods. The
      portfolio managers' attempts to manage downside risk may also reduce
      performance in a strong market.


                                               AARP Small Company Stock Fund  55
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      -6.24   -3.53

       '98     '99

      Best Quarter: 2nd Quarter '99, 19.49%
      Worst Quarter: 3rd Quarter '98, -17.20%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                     1 Year       Since Inception
      --------------------------------------------------------------------------
      Fund                           -3.53              6.74*
      Index                          21.26             12.71**

      Index: Russell 2000 Index, an unmanaged index of approximately 2,000 small
      U.S. companies, weighted by market value.


      *     Fund Inception: 2/1/1997

      **    Index comparison begins 1/31/1997

      In both the chart and the table, total returns from the date of inception
      through 1998 would have been lower if operating expenses hadn't been
      reduced.


56  AARP Small Company Stock Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                        None
      Annual Fund Operating Expenses
        Management Fee                                        0.83
        Distribution (12b-1) Fees                             None
        Other Expenses*                                       0.87
      Total Annual Fund Operating Expenses                    1.70
      Expense Reimbursement                                   0.00
      Net Expenses**                                          1.70

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      ** By contract, total annual fund operating expenses are capped at 1.75%
         through 1/31/2001.

      Based on the costs above (including one year of capped expenses in each
      period), this example is designed to help you compare this fund's expenses
      to those of other funds. The example assumes expenses remain the same and
      that you invested $10,000, earned 5% annual returns, reinvested all
      dividends and distributions, and sold your shares at the end of each
      period. This is only an example; your actual expenses will be different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
               1 Year         3 Years          5 Years        10 Years
      --------------------------------------------------------------------------
                $173            $536            $923           $2,009


Portfolio Managers

      James M. Eysenbach, lead portfolio manager, joined the adviser in 1991 and
      began his investment career in 1984.

      Calvin S. Young, portfolio manager, joined the adviser in 1990 and began
      his investment career in 1988.


                                               AARP Small Company Stock Fund  57
<PAGE>

Global Funds

AARP Global Growth Fund

AARP International Stock Fund

      These funds seek long-term growth of principal through investments in
      securities markets around the world. Although the U.S. securities market
      is the single largest in the world, the global securities market is three
      times as large. Each fund has its own goal, investment strategy and risk
      profile.

      Global mutual funds offer easy access to countries and markets that can be
      very difficult for investors to invest in on their own. Foreign markets
      follow their own economic cycles, so investments in these markets can
      serve to diversify your investment portfolio. However, foreign markets
      have been more volatile than the U.S. market. Foreign investments carry
      additional risks, including potentially unfavorable currency exchange
      rates, political disturbances, and incomplete or inaccurate accounting
      information on companies.


      At the direction of their trustees, these funds do not invest in
      securities issued by tobacco-producing companies. Each fund's investment
      goals may be changed without a vote of shareholders.



58
<PAGE>

Are Global Funds Right for You?

      A global fund may be a good choice for you if:

      o     you have a well-balanced portfolio of domestic investments and would
            like to gain some exposure to foreign markets

      o     you are not looking for a source of regular income

      o     you can invest in the fund for at least five years

      o     you can handle potentially large ups and downs in investment
            performance


                                                                Global Funds  59
<PAGE>

AARP Global
Growth Fund

Goal


      The fund seeks to provide long-term capital growth while actively seeking
      to reduce downside risk as compared with other global growth funds.

Main Investment Strategy

      The fund pursues its goal by investing at least 65% of total assets in
      stocks issued by established companies of any size in developed countries
      around the world including the United States. The managers primarily
      invest in companies that offer the potential for sustainable above-average
      earnings growth.


      In managing its portfolio, the fund looks for investment opportunities
      created by the increasing integration of economies around the world. The
      fund seeks industries and countries that appear likely to benefit from
      promising technologies and changing geopolitical, currency or economic
      relationships. In selecting individual stocks, the fund also studies
      companies' past performance and financial statements to identify those
      that appear to be attractively priced relative to their industries and
      markets.

Other Investments


      To a limited extent, the fund may invest in investment-grade debt
      securities with credit ratings determined by one or more nationally
      recognized rating services. The fund may also invest in unrated securities
      that its portfolio managers believe to be of comparable quality. In
      selecting individual bonds, the fund generally seeks out the highest
      yields within favored countries and market sectors, and within the allowed
      credit range.



60  AARP Global Growth Fund
<PAGE>


      Although the managers are permitted to use various types of derivatives
      (contracts whose value is based on, for example, indices, commodities,
      currencies or securities), the managers don't intend to use them as
      principal investments, and might not use them at all.


Risk Management Strategies


      The fund manages risk by diversifying widely among regions, market
      sectors, and individual companies. As a temporary defensive measure, the
      fund may invest up to 100% of assets in U.S. cash or cash equivalents. In
      such a case, the fund would not be pursuing, and might not achieve, its
      goal.


Main Risks

      The primary factor affecting this fund's performance is stock market
      movements in the countries in which the fund invests. Foreign investments
      carry added risks due to the possibility of inadequate or inaccurate
      financial information about companies, potential political disturbances
      and fluctuations in currency exchange rates. When the dollar value of a
      foreign currency falls, so does the value of any investments the fund owns
      that are denominated in that currency. This is separate from market risk,
      and may add to market losses or reduce market gains.

      In addition, if the portfolio managers' choice of countries, market
      sectors or specific investments doesn't perform as expected, the fund
      could substantially underperform other global growth mutual funds or lose
      money.

      Moreover, the fund's bond investments are also affected by interest rates.
      When interest rates rise, the prices of bonds (and bond mutual funds)
      typically fall in proportion to their duration.


      This fund may trade securities more actively than many funds, which could
      mean higher expenses (thus lowering return) and higher taxable
      distributions.



                                                     AARP Global Growth Fund  61
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      14.62   13.03    22.13

       '97     '98      '99

      Best Quarter: 4th Quarter '99, 15.80%
      Worst Quarter: 3rd Quarter '98, -12.59%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                     1 Year        Since Inception*
      --------------------------------------------------------------------------
      Fund                            22.13             14.96
      Index                           24.93             19.43

      Index: MSCI (Morgan Stanley Capital International) World Index, an
      unmanaged index of global stock markets, including the U.S., weighted by
      market value.

      *     2/1/1996


      In both the chart and the table, total returns from the date of inception
      through 1997 would have been lower if operating expenses hadn't been
      reduced.


62  AARP Global Growth Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                        None
      Annual Fund Operating Expenses
        Management Fee                                        0.83
        Distribution (12b-1) Fees                             None
        Other Expenses*                                       0.82
      Total Annual Fund Operating Expenses                    1.65

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      Based on the costs above, this example is designed to help you compare
      this fund's expenses to those of other funds. The example assumes expenses
      remain the same and that you invested $10,000, earned 5% annual returns,
      reinvested all dividends and distributions, and sold your shares at the
      end of each period. This is only an example; your actual expenses will be
      different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
             1 Year         3 Years          5 Years        10 Years
      --------------------------------------------------------------------------
              $168            $520            $897           $1,955


Portfolio Managers

      William E. Holzer, lead portfolio manager, joined the adviser in 1980 and
      began his investment career in 1975.

      Nicholas Bratt, portfolio manager, joined the adviser in 1976 and began
      his investment career in 1974.

      Diego Espinosa, portfolio manager, joined the adviser in 1996 and began
      his investment career in 1991.


                                                     AARP Global Growth Fund  63
<PAGE>

AARP International
Stock Fund

Goal


      The fund seeks to provide long-term capital growth while actively seeking
      to reduce downside risk as compared with other international mutual funds.
      The fund changed its name from the AARP International Growth and Income
      Fund on June 30, 1999.


Main Investment Strategy

      The fund pursues its goal by investing at least 65% of total assets in
      common stocks of companies from at least three different developed
      countries outside the United States. In managing its portfolio, the fund
      uses a combination of three analytical disciplines:

      Bottom-up research. The portfolio managers look for individual companies
      that have sound balance sheets, attractive valuations, good business
      prospects and strong positions in their core markets, among other factors.

      Top-down analysis. The portfolio managers consider the economic outlooks
      for various countries and geographical regions, looking for long-term
      changes that could affect the fund's individual securities.

      Analysis of global themes. The portfolio managers look for significant
      changes in the business environment to identify and invest in companies in
      industries that may benefit from these changes. The fund intends to keep
      its holdings diversified across industries and geographical areas,
      although, depending on the portfolio managers' outlook, it may increase or
      decrease its exposure to a given industry or area. The fund will normally
      sell a stock when it reaches a target price or if the portfolio managers
      believe it no longer looks attractive, based on their overall assessment.


64  AARP International Stock Fund
<PAGE>


Other Investments

      Most of the fund's investments will be in stocks, but up to 20% of total
      assets may be invested in bonds with investment-grade credit ratings as
      determined by one or more nationally recognized rating services.
      Investment-grade debt securities are those in the rating agency's top four
      categories of credit quality. The fund may also invest in unrated
      securities that its portfolio managers believe to be of comparable
      quality. Although the managers are permitted to use various types of
      derivatives (contracts whose value is based on, for example, indices,
      commodities, currencies, or securities), the managers don't intend to use
      them as principal investments, and might not use them at all.

Risk Management Strategies

      The fund manages risk by diversifying investments widely among industries,
      market sectors and companies. As a temporary defensive measure, the fund
      may invest up to 100% of assets in cash or cash equivalents in U.S. or
      Canadian currency. In such a case, the fund would not be pursuing, and
      might not achieve, its goal.


Main Risks

      The primary factor affecting this fund's performance is stock market
      movements in the countries in which the fund is invested. Foreign
      investments carry added risks due to the possibility of inadequate or
      inaccurate financial information about companies, potential political
      disturbances and fluctuations in currency exchange rates. In addition, the
      strategy used by the fund or specific investments may not perform as well
      as expected. If the portfolio managers' choice of countries, market
      sectors or specific securities doesn't perform as well as expected, the
      fund could underperform or lose money.


      This fund may trade securities more actively than many funds, which could
      mean higher expenses (thus lowering return) and higher taxable
      distributions.


      The fund's other investment strategies entail other risks:

      o     The portfolio managers' attempts to manage downside risk may also
            reduce performance in a strong market.

      o     Foreign securities are often thinly traded and could be harder to
            value or sell at a fair price generally, or in specific market
            situations.


                                               AARP International Stock Fund  65
<PAGE>

Past Performance

      The bar chart shows how fund returns have varied from year to year, which
      may give some idea of risk. The table shows average annual total returns
      for the fund and a broad-based market index (which, unlike the fund, does
      not have any fees or expenses). The performance of both the fund and the
      index varies over time. All figures on this page assume reinvestment of
      dividends and distributions. Keep in mind that past performance is no
      guarantee of future performance.

      The fund's Board approved a change in the fund's goal and investment
      strategy on June 30, 1999. Performance data prior to that time is not
      reflective of the fund's current goal and strategy.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      11.38    35.67

       '98      '99

      Best Quarter: 4th Quarter '99, 28.98%
      Worst Quarter: 3rd Quarter '98, -17.13%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                     1 Year       Since Inception
      --------------------------------------------------------------------------
      Fund                            35.67            19.60*
      Index                           26.96           17.66**

      Index: MSCI (Morgan Stanley Capital International) EAFE Index, an
      unmanaged index of global stock markets, including Europe, Australia and
      the Far East, excluding the U.S., weighted by market value.

      *     Fund Inception: 2/1/1997

      **    Index comparison begins 1/31/1997


      In both the chart and the table, total returns from the date of inception
      through 1999 would have been lower if operating expenses hadn't been
      reduced.


66  AARP International Stock Fund
<PAGE>

Fees and Expenses

      The table below describes the expenses you could expect as an investor in
      this fund. "Annual Fund Operating Expenses" are deducted from fund assets,
      and therefore reduce the total return.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------

      Shareholder Fees                                        None
      Annual Fund Operating Expenses
        Management Fee                                        0.88
        Distribution (12b-1) Fees                             None
        Other Expenses*                                       1.52
      Total Annual Fund Operating Expenses                    2.40
      Expense Reimbursement                                   0.65
      Net Expenses**                                          1.75

      *  "Other Expenses" are restated to reflect changes in certain shareholder
         servicing fees.

      ** By contract, total annual fund operating expenses are capped at 1.75%
         through 1/31/2001.

      Based on the costs above (including one year of capped expenses in each
      period), this example is designed to help you compare this fund's expenses
      to those of other funds. The example assumes expenses remain the same and
      that you invested $10,000, earned 5% annual returns, reinvested all
      dividends and distributions, and sold your shares at the end of each
      period. This is only an example; your actual expenses will be different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
             1 Year         3 Years          5 Years        10 Years
      --------------------------------------------------------------------------
              $178            $686           $1,222          $2,687


Portfolio Managers

      Irene T. Cheng, lead portfolio manager, joined the adviser in 1993 and
      began her investment career in 1985.


      Nicholas Bratt, portfolio manager, joined the adviser in 1976 and began
      his investment career in 1974.

      Carol L. Franklin, portfolio manager, joined the adviser in 1981 and began
      her investment career in 1975.


      Marc J. Slendebroek, portfolio manager, joined the adviser in 1994 and
      began his investment career in 1989.


                                               AARP International Stock Fund  67
<PAGE>

Managed Investment
Portfolios

AARP Diversified Income with
Growth Portfolio

AARP Diversified Growth Portfolio

      These portfolios invest in a mix of other AARP Mutual Funds, except those
      funds that seek to provide tax-free income. They are intended to provide
      "one-stop shopping" for investors who seek professional asset allocation
      in one investment. Each portfolio has its own goal, investment strategy
      and risk profile. Each portfolio can serve as a complete investment
      program or as a component of your overall portfolio.

      The managed investment portfolios are designed to address the needs of
      investors in the later stages of life. They emphasize stability and
      moderate growth. It is important to understand that your optimal personal
      asset allocation is likely to shift more toward income investments as you
      age. You should periodically review your investment goals to be sure that
      a managed investment portfolio fits into your overall investment
      portfolio.


      At the direction of their trustees, these funds do not invest in
      securities issued by tobacco-producing companies. Each fund's investment
      goals may be changed without a vote of shareholders.



68
<PAGE>

Are Managed Investment Portfolios Right for You?

      A managed investment portfolio may be a good choice for you if:

      o     you would like to build your overall portfolio with only one or a
            few investments

      o     you can invest for at least three years in the AARP Diversified
            Income with Growth Portfolio, or for at least five years in the AARP
            Diversified Growth Portfolio

      o     you can handle some ups and downs in investment performance


                                               Managed Investment Portfolios  69
<PAGE>

AARP Diversified Income
with Growth Portfolio

Goal

      The portfolio seeks current income with modest long-term appreciation.

Main Investment Strategy

      The portfolio pursues its goal by investing in at least five underlying
      AARP Mutual Funds, with an emphasis on the Income Funds. In managing its
      allocation among the AARP Mutual Funds, the portfolio does not attempt to
      time the market.

      Under normal market conditions, the portfolio will generally have 70% of
      total assets invested in underlying AARP Income Funds, AARP Money Funds
      and, to a lesser extent, cash. The remainder of total assets will be
      invested in underlying AARP Growth Funds, AARP Growth and Income Funds and
      AARP Global Funds. While the allocation of investment in AARP Income
      Funds, AARP Money Funds and cash in the aggregate will remain relatively
      constant, the allocation of investment in each underlying AARP Mutual Fund
      may vary over time.


70  AARP Diversified Income with Growth Portfolio
<PAGE>

Risk Management Strategies

      The portfolio manages risk by diversifying widely among the AARP Mutual
      Funds. Each underlying AARP Mutual Fund is also managed to limit downside
      risk in comparison with similar funds.


      As a temporary defensive measure, the portfolio may invest up to 100% of
      assets in cash or cash equivalents. In such a case, the portfolio would
      not be pursuing, and might not achieve, its goal.


Main Risks

      The portfolio's performance is most significantly affected by the
      performance of the underlying funds, particularly the AARP Income Funds
      and the AARP Money Funds. In general, income mutual funds respond to the
      same economic forces as bonds. A rise in interest rates, therefore, is the
      most likely to cause bonds, income mutual funds and portfolios that invest
      in income mutual funds to lose money. Bond issuers may choose to prepay
      their bonds in times of falling interest rates. Moreover, it is also
      possible that bonds held by the underlying AARP Mutual Funds could be
      downgraded in credit rating or go into default.

      To the extent that the portfolio invests in underlying equity funds, the
      most significant risk is stock market movements. The portfolio's asset
      allocation could prove to be ineffective relative to other multi-fund
      income portfolios, and the portfolio could lose money.


                               AARP Diversified Income with Growth Portfolio  71
<PAGE>

Past Performance

      The bar chart shows how portfolio returns have varied from year to year,
      which may give some idea of risk. The table shows average annual total
      returns for the portfolio and two broad-based market indexes (which,
      unlike the portfolio, do not have any fees or expenses). The performance
      of both the portfolio and the indexes varies over time. All figures on
      this page assume reinvestment of dividends and distributions. Keep in mind
      that past performance is no guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      7.66    5.04

      '98     '99

      Best Quarter: 4th Quarter '99, 4.54%
      Worst Quarter: 3rd Quarter '99, -1.80%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                     1 Year       Since Inception
      --------------------------------------------------------------------------
      Fund                             5.04             8.12*
      Index 1                         -0.82             5.79**
      Index 2                         21.04            25.81**

      Index 1: Lehman Brothers Aggregate Bond Index, an unmanaged measure of
      Treasury securities, agency securities, corporate bonds and mortgage
      securities, weighted by market value.

      Index 2: Standard & Poor's 500 Composite Stock Price Index (S&P 500
      Index), an unmanaged, capitalization- weighted index that includes 500
      large-cap U.S. stocks.

      *     Fund Inception: 2/1/1997


      **    Index comparisons begin 1/31/1997

      In both the chart and the table, total returns from the date of inception
      through 1999 would have been lower if some underlying funds' operating
      expenses hadn't been reduced.


72  AARP Diversified Income with Growth Portfolio
<PAGE>

Fees and Expenses

      The portfolio is expected to incur no operating expenses. However,
      shareholders of the portfolio will indirectly bear the portfolio's pro
      rata share of the operating expenses incurred by the underlying AARP
      Mutual Funds in which the portfolio invests. A range is provided below
      rather than a single number because the portfolio's share of expenses
      changes depending on its asset allocation among the underlying AARP Mutual
      Funds.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------
      Range of Avg. Weighted
      Expense Ratio as of 9/30/1999                  0.65% to 1.40%

      Based on the costs above, the following example is designed to
      show an approximate estimate of this portfolio's expenses compared
      to those of other funds. The example assumes a $10,000 investment,
      5% annual returns, expenses calculated at the midpoint of the
      current expense range, reinvestment of all dividends and
      distributions and that you sold your shares at the end of each
      period. This is only an example; your actual expenses will be
      different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
             1 Year         3 Years          5 Years        10 Years
      --------------------------------------------------------------------------
              $105            $326            $566           $1,254


Portfolio Managers




      Shahram Tajbakhsh, lead portfolio manager, joined the adviser in 1996 and
      began his investment career in 1991.


      Salvatore J. Bruno, portfolio manager, joined the adviser in 1991 and
      began his investment career in 1990.


      Josephine W. K. Chu, portfolio manager, joined the adviser in 1997 and
      began her investment career at that time.



                               AARP Diversified Income with Growth Portfolio  73
<PAGE>

AARP Diversified
Growth Portfolio

Goal

      The portfolio seeks to provide long-term growth of capital.

Main Investment Strategy

      The portfolio pursues its goal by investing in at least five underlying
      AARP Mutual Funds, with an emphasis on growth-oriented funds. In managing
      its allocation among the AARP Mutual Funds, the portfolio does not attempt
      to time the market.

      Under normal market conditions, the portfolio will generally have 70% of
      total assets invested in underlying equity AARP Mutual Funds, including
      AARP Growth Funds, AARP Growth and Income Funds and AARP Global Funds. The
      remainder of total assets will be invested in underlying AARP Income
      Funds, AARP Money Funds or cash. While the allocation of investment in
      underlying equity AARP Mutual Funds in the aggregate will remain
      relatively constant, the allocation of investment in each underlying AARP
      Mutual Fund may vary over time.


74  AARP Diversified Growth Portfolio
<PAGE>

Risk Management Strategies

      The portfolio manages risk by diversifying widely among AARP Mutual Funds.
      Each underlying AARP Mutual Fund is also managed to limit downside risk in
      comparison with similar funds.


      As a temporary defensive measure, the portfolio may invest up to 100% of
      assets in cash or cash equivalents. In such a case, the portfolio would
      not be pursuing, and might not achieve, its goal.


Main Risks

      The portfolio's performance is most significantly affected by the
      performance of the underlying funds, particularly the AARP Growth Funds,
      AARP Growth and Income Funds and AARP Global Funds. In general, growth
      mutual funds respond to the same economic forces as stocks. A market
      downturn, therefore, is the most likely to cause stocks, growth mutual
      funds and portfolios that invest in growth mutual funds to lose money.

      To the extent that the portfolio invests in underlying fixed-income funds,
      the most significant risk is that a rise in interest rates could lower the
      prices of bonds, income mutual funds and portfolios that invest in income
      mutual funds. Bond issuers may choose to prepay their bonds in times of
      falling interest rates. It is also possible that bonds held by the
      underlying AARP Mutual Funds could be downgraded in credit rating or go
      into default.

      The portfolio's asset allocation could prove to be ineffective relative to
      other multi-fund growth portfolios, and the portfolio could lose money.


                                           AARP Diversified Growth Portfolio  75
<PAGE>

Past Performance

      The bar chart shows how portfolio returns have varied from year to year,
      which may give some idea of risk. The table shows average annual total
      returns for the portfolio and two broad-based market indexes (which,
      unlike the portfolio, do not have any fees or expenses). The performance
      of both the portfolio and the indexes varies over time. All figures on
      this page assume reinvestment of dividends and distributions. Keep in mind
      that past performance is no guarantee of future performance.


      --------------------------------------------------------------------------
      ANNUAL TOTAL RETURNS (%) as of 12/31 each year
      --------------------------------------------------------------------------
      9.71  12.56

      '98    '99

      Best Quarter: 4th Quarter '99, 10.53%
      Worst Quarter: 3rd Quarter '98, -8.03%

      --------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/1999
      --------------------------------------------------------------------------
                                1 Year  Since Inception
      --------------------------------------------------------------------------
      Fund                       12.56      13.38*
      Index 1                    -0.82       5.79**
      Index 2                    21.04      25.81**

      Index 1: Lehman Brothers Aggregate Bond Index, an unmanaged measure of
      Treasury securities, agency securities, corporate bonds and mortgage
      securities, weighted by market value.

      Index 2: Standard & Poor's 500 Composite Stock Price Index (S&P 500
      Index), an unmanaged, capitalization-weighted index that includes 500
      large-cap U.S. stocks.

      *     Fund Inception: 2/1/1997

      **    Index comparisons begin 1/31/1997


      In both the chart and the table, total returns from the date of inception
      through 1999 would have been lower if some underlying funds' operating
      expenses hadn't been reduced.


76  AARP Diversified Growth Portfolio
<PAGE>

Fees and Expenses

      The portfolio is expected to incur no operating expenses. However,
      shareholders of the portfolio will indirectly bear the portfolio's pro
      rata share of the operating expenses incurred by the underlying AARP
      Mutual Funds in which the portfolio invests. A range is provided below
      rather than a single number because the portfolio's share of expenses
      changes depending on its asset allocation among the underlying AARP Mutual
      Funds.


      --------------------------------------------------------------------------
      FEE TABLE (%)
      --------------------------------------------------------------------------
      Range of Avg. Weighted
      Expense Ratio as of 9/30/1999                              0.65% to 2.03%

      Based on the costs above, the following example is designed to show an
      approximate estimate of this portfolio's expenses compared to those of
      other funds. The example assumes a $10,000 investment, 5% annual returns,
      expenses calculated at the midpoint of the current expense range,
      reinvestment of all dividends and distributions and that you sold your
      shares at the end of each period. This is only an example; your actual
      expenses will be different.

      --------------------------------------------------------------------------
      EXPENSES ON A $10,000 INVESTMENT
      --------------------------------------------------------------------------
                     1 Year     3 Years    5 Years    10 Years
      --------------------------------------------------------------------------
                      $136       $425        $734      $1,613

Portfolio Managers

      Shahram Tajbakhsh, lead portfolio manager, joined the adviser in 1996 and
      began his investment career in 1991.


      Salvatore J. Bruno, portfolio manager, joined the adviser in 1991 and
      began his investment career in 1990.


      Josephine W. K. Chu, portfolio manager, joined the adviser in 1997 and
      began her investment career at that time.



                                           AARP Diversified Growth Portfolio  77
<PAGE>

Your Account

Opening an AARP Mutual Fund Account

Making Exchanges and Redemptions

Tax Considerations and Distributions

How to Reach Us

The AARP Investment Program's Educational
Commitment

      As a participant in the AARP Investment Program, you have many choices for
      opening and managing your account. This section contains charts that
      provide the basic directions for buying, exchanging and selling shares.
      Supplemental details about transaction policies follow the charts.

      While the AARP Investment Program is designed specifically for AARP
      members, the AARP Mutual Funds are open to all investors age 18 or older.


78
<PAGE>

Opening an AARP Mutual Fund Account

In keeping with our goal of helping people start or expand their personal
portfolios easily, the AARP Investment Program offers among the lowest minimum
investment requirements of any mutual fund family.

- --------------------------------------------------------------------------------
MINIMUM INVESTMENT REQUIREMENTS
- --------------------------------------------------------------------------------
                                                      Minimum Initial Investment
- --------------------------------------------------------------------------------
Individual Retirement Accounts(IRAs)+                          $250
Gift to Minors Account
(UGMA/UTMAs)+                                                  $250
Non-Retirement Accounts+
  AARP GNMA and U.S. Treasury Fund                             $500
  AARP Balanced Stock and Bond Fund                            $500
  AARP Growth and Income Fund                                  $500
  All other funds*                                           $2,000
AARP Premium Money Fund                                     $10,000

+     Lower minimums do not apply to AARP Premium Money Fund.

*     For these funds, you may open an account with as little as $500, if you
      establish an Automatic Investment Plan with a monthly investment of at
      least $100 and continue this Automatic Investment Plan at least until your
      account reaches $2,000.

- --------------------------------------------------------------------------------
WAYS TO OPEN OR ADD TO YOUR ACCOUNT
- --------------------------------------------------------------------------------
                            Open an Account          Add to Your Account
- --------------------------------------------------------------------------------
Mail                        Send completed           Send a personalized
                            enrollment form and      investment slip or
AARP Investment Program     check payable to "AARP   short note that
from Scudder                Investment Program."     includes:
P.O. Box 2540                                        o  fund name
Boston, MA 02208-2540       For all enrollment       o  account number
                            forms, call              o  check payable to
                            800-253-2277.               "AARP Investment
                                                        Program."

Automatic Investment Plan   Fill in the information  Once you specify a
(AIP)                       required on your         dollar amount (minimum
                            enrollment form and      $50), investments are
                            include a voided check.  automatic.

                            Your bank must be a      Call 800-253-2277 for
                            member of the Automated  an enrollment form for
                            Clearing House (ACH)     this service.
                            system.


                                         Opening an AARP Mutual Fund Account  79
<PAGE>

- --------------------------------------------------------------------------------
WAYS TO OPEN OR ADD TO YOUR ACCOUNT
- --------------------------------------------------------------------------------
                            Open an Account          Add to Your Account
- --------------------------------------------------------------------------------

Wire                        Send completed           Call your bank for a
                            enrollment form and      control number.
Note: AARP IRA and AARP     then call an AARP
Keogh Plan accounts cannot  Mutual Fund
be opened by wire.          representative at
                            800-253-2277 to get
                            your account number.

                            Instruct your bank to
                            wire funds to:
                            State Street Bank and
                            Trust Company
                            Boston, MA 02101
                            ABA: 011000028
                            AC-99035420
                            AARP fund
                            Your name and acct.#

Phone                       --                       Once you have signed up
                                                     for telephone services,
                                                     call 800-253-2277 to
                                                     purchase by transfer
                                                     from your bank.

                                                     Your bank must be a
                                                     member of the Automated
                                                     Clearing House (ACH)
                                                     system.

Web Site                    --                       Once you have
                                                     registered on the Web
                                                     Site (aarp.scudder.com),
                                                     you may purchase shares
                                                     online by transfers
                                                     from your bank account.

Payroll Deduction or        Select either of these   Once you specify a
Direct Deposit              options on your          dollar amount (minimum
                            enrollment form and      $50), investments are
For payroll deduction, you  submit it. You will      automatic.
will need to make sure      receive further
your employer can           instructions by mail.
accommodate this service.


80  Opening an AARP Mutual Fund Account
<PAGE>

How Share Prices Are Calculated


The adviser determines the net asset value (NAV) per share of each AARP Mutual
Fund as of the close of regular trading on the New York Stock Exchange, normally
4 p.m. eastern time, on each trading day. The money funds also calculate net
asset values at 12 noon eastern time, on each trading day. NAV is calculated by
dividing the value of total fund assets, less all liabilities, by the total
number of shares outstanding. Market prices are generally used to determine the
value of the fund's assets. Short-term securities purchased with 60 days or less
until maturity are valued at amortized cost. If market prices are not readily
available or if a price is not considered market indicative, a security may be
valued by another method that the adviser believes accurately reflects fair
value. Where a security's price is not considered market indicative, its
valuation may differ from an available market quotation. In valuing securities,
the money market funds use the amortized cost method.

Purchase orders received before the regular close of business of the New York
Stock Exchange will be executed at the NAV calculated at that day's close.
Because foreign securities markets have different business days than the AARP
Mutual Funds, the value of foreign securities in a fund's portfolio could change
on a day when you are not able to buy or sell fund shares.


Purchases by Personal Check

Checks or money orders should be in U.S. dollars and payable to "AARP Investment
Program." We do not accept checks made out to you and endorsed over to us,
otherwise known as third-party checks.

Checkwriting Privileges

Free checkwriting privileges are available to shareholders in any of the Money
Funds. You must wait seven business days before writing a check against any fund
shares that were purchased by personal check. Minimum check amounts are $1,000
for the AARP Premium Money Fund and $100 for the other money funds. You cannot
close out your account by writing checks. The funds reserve the right to impose
a fee or terminate this service upon notice to shareholders.

Wire Transactions

The AARP Investment Program does not charge any fee for wire transfers from your
bank to the AARP Mutual Funds. A fee of $5.00 will be charged for each wire sent
to your bank. Be aware that your bank may also charge a fee to send or receive
wires, particularly for international transfers.


                                         Opening an AARP Mutual Fund Account  81
<PAGE>

Making Exchanges and Redemptions


As with purchase orders, redemption requests received before the close of
business of the New York Stock Exchange will be executed at the NAV calculated
at that day's close.


Exchanges between AARP Mutual Funds are an option for shareholders who bought
their fund shares directly from the AARP Investment Program and for many other
investors as well. Exchanges are a shareholder privilege, not a right: we may
reject or limit any exchange order, particularly when there appears to be a
pattern of "market timing" or other frequent purchases and sales. We may also
reject or limit purchase orders, for these or other reasons.

Remember that exchanges (transfers from one AARP Mutual Fund to another) have
the same tax consequences as redemptions.

- --------------------------------------------------------------------------------
WAYS TO EXCHANGE OR REDEEM YOUR SHARES
- --------------------------------------------------------------------------------
                            To Exchange Shares
                            Between  Investment
                            Program Mutual Funds     To Redeem Shares
- --------------------------------------------------------------------------------
Phone                       Call a mutual fund       If you want the
                            representative at        proceeds sent to your
                            800-253-2277.            registered address,
                                                     call the Easy-Access
                            You can also use the     line at 800-631-4636. A
                            automated Easy-Access    check will be mailed to
                            line by calling          you on the following
                            800-631-4636.            business day.

                                                     You must call
                                                     800-253-2277 for
                                                     instructions to have
                                                     the check sent anywhere
                                                     else.
- --------------------------------------------------------------------------------


82  Making Exchanges and Redemptions
<PAGE>

                            To Exchange Shares
                            Between  Investment
                            Program Mutual Funds     To Redeem Shares
- --------------------------------------------------------------------------------

Mail                        Your instructions        Your instructions
                            should include:          should include:
AARP Investment Program
from Scudder                o  your account number   o  your account number
P.O. Box 2540               o  names of the funds    o  names of the funds
Boston, MA 02208-2540          and number of shares     and number of shares
                               or dollar amount you     or dollar amount you
AARP Keogh Plan shares can     want to exchange         want to redeem
only be redeemed by mail.
                                                     A signature guarantee
                                                     is required whenever
                                                     you:

                                                     o  redeem more than
                                                        $100,000
                                                     o  want the check
                                                        payable to someone
                                                        else
                                                     o  want to send
                                                        proceeds to a
                                                        different address
                                                     o  have changed your
                                                        account address
                                                        within the last 15
                                                        days
- --------------------------------------------------------------------------------
Fax                         Fax same instructions    Fax same instructions
                            as you would by mail to  as you would by mail to
                            800-821-6234.            800-821-6234.
- --------------------------------------------------------------------------------

Web Site                    Once you have            --
                            registered on the Web
                            Site (aarp.scudder.com),
                            you may exchange shares
                            between Investment
                            Program funds online.


Automatic Withdrawal Plan   --                       Once you specify a
                                                     dollar amount (minimum
Requires $10,000 minimum                             $50) and a day,
fund balance                                         redemptions will be
                                                     mailed or wired
                                                     automatically each
                                                     month.
- --------------------------------------------------------------------------------


                                            Making Exchanges and Redemptions  83
<PAGE>

                            To Exchange Shares
                            Between  Investment
                            Program Mutual Funds     To Redeem Shares
- --------------------------------------------------------------------------------

Direct Distributions        --                       If you want dividends
                                                     and capital gains sent
                                                     to your bank account,
                                                     call 800-253-2277.
- --------------------------------------------------------------------------------
Systematic Retirement       --                       You define the dollar
Withdrawal Plan                                      amount and interval
                                                     (monthly, quarterly,
Applies to AARP IRA and                              annually) for automatic
AARP Keogh Plans                                     distributions from your
                                                     IRA or Keogh Plan
                                                     account.
- --------------------------------------------------------------------------------

Redeeming Shares Purchased by Check

If you open an account by check and put in a request to redeem shares within
seven business days, your request will be processed immediately, but the
proceeds will be held until seven business days after your initial purchase.

Signature Guarantees

A signature guarantee is simply a certification of your signature; it is a
valuable safeguard against fraud. You can get a signature guarantee from most
brokers, banks, savings institutions and credit unions. A notary public cannot
provide a signature guarantee.

Other Policies

The AARP Mutual Funds reserve certain rights in administering this investment
program.

o     Initial investment minimums may be waived or changed at a fund's
      discretion.

o     A fund may suspend redemptions in certain emergencies.

o     If your account balance falls below the minimum due to redemptions (as
      opposed to market movements), the fund may give you 60 days' notice to
      bring the balance back up. If you do not do this, the fund may close out
      the account and mail you a check for the proceeds.


84  Making Exchanges and Redemptions
<PAGE>


o     Except for the Money Funds and Income Funds, a fund may redeem in kind.
      That is, it may honor redemption requests with readily marketable fund
      securities instead of cash. In most cases, a fund won't make a redemption
      in kind unless your requests over a 90-day period total more than $250,000
      or 1% of the fund's net asset value, whichever is less. There may be
      transaction costs associated with converting these securities to cash.


o     A fund may reject purchase orders for any reason.

Tax Considerations and Distributions

Whenever you redeem or exchange shares, you are likely to generate a capital
gain, or loss, which will be short- or long-term depending on how long you have
held the shares. Each fund pays dividends or distributions, which you can choose
to receive in the form of cash or to reinvest in any of the AARP Mutual Funds.
Your tax liability is the same either way.

Type of Distribution                                Federal Tax Status
- --------------------------------------------------------------------------------
Dividends from Net Investment Income                Ordinary Income

Short-Term Capital Gains                            Ordinary Income

Long-Term Capital Gains                             Capital Gain

Tax-Free Dividends                                  Tax-Free

      The tax-free funds in this prospectus
      intend to avoid the alternative minimum
      tax. Dividends may, however, be subject
      to state or local income taxes.

Distributions from the Money Funds and Income Funds are paid monthly and are
expected to be taxable primarily as ordinary income. Distributions from the
other AARP Mutual Funds are paid quarterly or annually and are expected to be
taxable primarily as capital gains. Distribution dates are calculated from each
fund's fiscal year, usually September 30.

You may be able to claim a tax credit or deduction for your share of any foreign
taxes the global funds pay.

The funds issue detailed annual tax information statements for each investor,
recording all distributions and redemptions for the preceding year. Any investor
who does not supply a valid Social Security or taxpayer identification number to
the funds may be subject to federal backup withholding tax. AARP IRA, AARP
SEP-IRA and AARP Keogh Plan accounts are exempt from withholding regulations.


                                        Tax Considerations and Distributions  85
<PAGE>

Be aware that if you invest in a fund shortly before an expected taxable
dividend or capital gain distribution, you may end up getting part of your
investment back in the form of taxable income.

Corporations may be able to take a dividends-received deduction for a portion of
the income dividends they receive from funds other than the money funds and the
income funds.

Fund distributions may also be subject to state, local and foreign taxes. You
should consult your tax adviser about your particular tax situation.

Retirement Plans

The funds offer regular Individual Retirement Accounts (IRAs), Roth IRAs,
Simplified Employee Pension IRAs (SEP-IRAs), and Keogh Plan accounts. Call an
AARP Mutual Fund representative at 800-253-2277 for an information kit,
including all the necessary forms.


86  Tax Considerations and Distributions
<PAGE>

How to Reach Us

EASY-ACCESS LINE

Call 1-800-631-4636                      24 hours a day, year-round

This automated number provides current information on the funds and your
account. If you have signed up for telephone services, you can also use this
number to exchange and redeem AARP Mutual Fund shares.

WEB SITE

aarp.scudder.com

You can review your portfolio and make online transactions, including purchases
and exchanges between Investment Program Mutual Funds, once you have registered
on the site. You can also customize the site according to your preference. The
Learning Center includes online versions of educational publications and past
issues of Financial Focus and Investment Insight, the Program's newsletters. You
may also contact us through the site's e-mail capability.

AARP INVESTMENT PROGRAM REPRESENTATIVES

Call 1-800-253-2277                      8AM-8PM M-F, eastern time

Call this number to speak with a trained representative who can answer your
investing questions and assist you with transaction-related services. You may
also use this number to request a variety of investment education guides and
prospectuses.

CONFIDENTIAL FAX LINE

1-800-821-6234                           24 hours a day, year-round

Signed exchange and redemption requests received after 4 p.m. eastern time on a
business day or over a weekend or holiday will be executed the following
business day.

TDD LINE

1-800-634-9454                           9AM-5PM M-F, eastern time

Dial this number with a TDD machine to communicate with registered AARP Mutual
Fund representatives specially trained to handle services for hearing-impaired
investors.


                                                             How to Reach Us  87
<PAGE>

The AARP Investment Program's
Educational Commitment

In addition to its investment goal, each fund in the AARP Investment Program has
the secondary goal of educating shareholders on investment topics affecting
their lives. Educational services available to shareholders include the
following:

PUBLICATIONS

With the new Financial Library, available on the Web site or by calling us, the
AARP Investment Program offers a wide collection of educational guides on
investing subjects of interest to people over 50. These are all topics
shareholders have asked about and that can help shareholders prepare for life's
financial eventualities. Broad topic areas include:

o     Planning for retirement

o     Planning your legacy

o     Investing and the markets

o     Women and investing

o     Taxes and mutual funds

o     Preparing financial plans

The AARP Investment Program also provides shareholders with a monthly
newsletter, Financial Focus, which provides information on wise investing,
Program services and fund performance updates, as well as a quarterly
newsletter, Investment Insight, which provides perspectives on global and
domestic markets and economic trends.


88  The AARP Investment Program's Educational Commitment
<PAGE>

SERVICES

AARP Lump Sum Service Retirement specialists can help you make decisions about
your lump sum distribution from an employer's 401(k) or pension plan. An
information kit is provided. Call 1-800-253-2277.

AARP Legacy Service This service helps you organize important financial
documents, making it easier to share your investment information and goals with
your spouse or heirs and to plan for the orderly transfer of assets in the event
of a death. We also offer transfer ownership assistance to heirs for your AARP
accounts. Information kits are provided. Call 1-800-253-2277.

AARP Goal Setting and Asset Allocation Service A guidebook and self-scoring
worksheet are available to help you reach your goals by appropriately allocating
your assets across types of investments. Call 1-800-253-2277 to speak to a
specially trained representative.

Account Statements and Reports You will receive prompt confirmation statements
for all of your transactions. Your consolidated monthly statement details your
current account status and records all transactions. (AARP IRA and Keogh Plan
investors receive consolidated statements quarterly.)

You will also receive a mid-year report, an annual report, and a current
prospectus each year.


                        The AARP Investment Program's Educational Commitment  89
<PAGE>

Fund Details

Investment Adviser

      The investment adviser for all of the AARP Mutual Funds is Scudder Kemper
      Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more
      than 80 years of mutual fund and investment management experience.


      The Role of AARP

      AARP selected the adviser to develop and manage this investment program in
      1984. In keeping with the organization's mission, AARP's goal is to
      encourage more of its members to plan for retirement and beyond. The AARP
      family of mutual funds is specially designed to address the needs of
      persons age 50 and older. While AARP takes no part in any of the
      investment decisions made by the adviser, it does offer a wealth of
      experience and information about the requirements of its members. AARP
      subsidiary staff monitor service quality and Program communications in
      keeping with the rigorous standards that are applied to the delivery of
      all of its member services. AARP is represented on the AARP Mutual Funds'
      board.


      Adviser Compensation

      The adviser manages the AARP Mutual Funds' business activities and is
      ultimately responsible for all investment decisions, subject to the
      policies of each fund's trustees and to each fund's respective objectives
      and policies. In return for these services, the mutual funds in the AARP
      Investment Program pay the adviser an annual fee, which is calculated from
      a base fee rate that applies to the Investment Program as a whole and
      individual fund fee rates that vary from fund to fund.


90  Investment Adviser
<PAGE>

The base fee rate is a percentage of the combined net assets of the Investment
Program and decreases with the size of the program. The fee for the first $2
billion is always calculated at 0.35%, and additional assets are assessed fees
at successively lower rates as shown in the following table.

- --------------------------------------------------------------------------------
BASE FEE RATE
- --------------------------------------------------------------------------------
Combined Net Assets of
Investment Program                                     Annual Base Fee Rate
- --------------------------------------------------------------------------------
First $2 billion                                             0.35%
$2-4 billion                                                 0.33%
$4-6 billion                                                 0.30%
$6-8 billion                                                 0.28%
$8-11 billion                                                0.26%
$11-14 billion                                               0.25%
Over $14 billion                                             0.24%

Example

If the combined net assets of the Investment Program were $5 billion, the base
fee would be calculated as:

                      ($2 billion x 0.0035) = $7.0 million
                     +($2 billion x 0.0035) = $6.6 million
                     +($2 billion x 0.0035) = $3.0 million
                     -------------------------------------
                                             $16.6 million


Most individual funds also pay an annual fee based on their respective average
daily NAVs as shown in the following table. Also shown in the table are the
actual advisory fees paid by each fund for the 12 months ended with its most
recent fiscal year end, as a percentage of each fund's average daily NAVs:



                                                          Investment Adviser  91
<PAGE>


- --------------------------------------------------------------------------------
INDIVIDUAL FUND FEE
- --------------------------------------------------------------------------------
                                                  Individual        Total
                                                     Fund         Advisory
AARP Fund                                          Fee Rate       Fees Paid
- --------------------------------------------------------------------------------
Money Market Funds
  AARP High Quality Money Fund                       0.10%          0.38%
  AARP High Quality Tax Free
  Money Fund                                         0.10%          0.38%
  AARP Premium Money
  Fund                                               0.10%          0.00%
- --------------------------------------------------------------------------------
Income Funds
  AARP High Quality Short Term
  Bond Fund                                          0.19%          0.47%
  AARP GNMA and U.S.
  Treasury Fund                                      0.12%          0.40%
  AARP Insured Tax Free General
  Bond Fund                                          0.19%          0.47%
  AARP Bond Fund for
  Income                                             0.28%          0.08%
- --------------------------------------------------------------------------------
Growth and Income Funds
  AARP Balanced Stock and
  Bond Fund                                          0.19%          0.47%
  AARP Growth and Income
  Fund                                               0.19%          0.47%
  AARP U.S. Stock Index
  Fund                                               None(1)        None(1)
- --------------------------------------------------------------------------------
Growth Funds
  AARP Capital Growth Fund                           0.32%          0.60%
  AARP Small Company
  Stock Fund                                         0.55%          0.83%
Global Funds
  AARP Global Growth Fund                            0.55%          0.83%
  AARP International Stock
  Fund                                               0.60%          0.23%
- --------------------------------------------------------------------------------



92  Investment Adviser
<PAGE>


- --------------------------------------------------------------------------------
INDIVIDUAL FUND FEE
- --------------------------------------------------------------------------------
                                                  Individual        Total
                                                     Fund         Advisory
AARP Fund                                          Fee Rate       Fees Paid
- --------------------------------------------------------------------------------
Managed Investment Portfolios

  AARP Diversified Income with
  Growth Portfolio                                   None           None

  AARP Diversified Growth
  Portfolio                                          None           None


(1)   The fee for the AARP U.S. Stock Index Fund is paid to the sub-adviser and
      calculated quarterly as a percentage of the fund's total assets. The rate
      decreases with successive increases in total assets (see example below).
      The minimum annual fee is set at $75,000.

      First $100 Million                        0.07%
      $100-$200 Million                         0.03%
      Over $200 Million                         0.01%

      For the 12 months through the most recent fiscal year end, the actual
      amount paid was 0.02% of average daily net assets.


The adviser pays a portion of the management fee to AARP Financial Services
Corporation (AFSC) in return for advice and other services relating to AARP Fund
investment by AARP members.

The fee paid to AFSC is calculated on a daily basis as a percentage of the
combined net assets of the Investment Program and decreases with the size of the
program. The fee rate is 0.07% for the first $6 billion, 0.06% for the next $10
billion and 0.05% thereafter. (See example on page 135 for calculation method.)

Euro conversion


Funds which invest in foreign securities could be affected by accounting
differences, changes in tax treatment or other issues related to the conversion
of certain European currencies into the euro, which is already underway. The
Adviser is working to address euro-related issues as they occur and understands
that other key service providers are taking similar steps. Still, there's some
risk that this problem could materially affect a fund's operation (including its
ability to calculate net asset value and to handle purchases and redemptions),
its investments or securities markets in general.



                                                          Investment Adviser  93
<PAGE>

Financial Highlights

The financial highlights table for each fund is intended to help you understand
each fund's financial performance in recent years. The figures in the first part
of each table are for a single fund share. The total return figures represent
the percentage that an investor in the fund would have earned (or lost),
assuming all dividends and distributions were reinvested. This information has
been audited by PricewaterhouseCoopers LLP, whose report, along with each fund's
financial statements, is included in the annual report (see "Shareholder
reports" on the back cover.)


AARP High Quality Money Fund

                                         Years Ended September 30,
- --------------------------------------------------------------------------------
                               1999      1998      1997     1996      1995
- --------------------------------------------------------------------------------
Net asset value,
beginning of period           $1.000    $1.000    $1.000   $1.000    $1.000
                              --------------------------------------------------
   Net investment income        .043      .048      .046     .045      .049

   Distributions from net
   investment income           (.043)    (.048)    (.046)   (.045)    (.049)

Net asset value, end
of period                     $1.000    $1.000    $1.000   $1.000    $1.000
                              --------------------------------------------------
Total Return (%)                4.38      4.86      4.72     4.62      4.99

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA    1999      1998      1997     1996      1995
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                     427       581       471      412       384

Ratio of operating expenses
to average daily net
assets (%)                       .87       .87       .91      .96       .98

Ratio of net investment
income to average daily net
assets (%)                      4.29      4.76      4.63     4.54      4.89



94  Financial Highlights                            AARP High Quality Money Fund
<PAGE>


AARP High Quality Tax Free Money Fund

                                        Years Ended September 30,
- --------------------------------------------------------------------------------
                               1999      1998      1997     1996      1995
- --------------------------------------------------------------------------------
Net asset value,
beginning of period           $1.000    $1.000    $1.000   $1.000    $1.000
                             ---------------------------------------------------
   Net investment income        .023      .028      .028     .028      .029

   Distributions from net
   investment income           (.023)    (.028)    (.028)   (.028)    (.029)

Net asset value, end
of period                     $1.000    $1.000    $1.000   $1.000    $1.000
                             ---------------------------------------------------
Total Return (%)                2.37      2.82      2.80     2.80      2.99

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA   1999      1998      1997     1996      1995
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                      87        98       103      111       120

Ratio of operating
expenses, net, to average
daily net assets (%)             .85       .83       .85      .85       .87

Ratio of net investment
income to average daily net
assets (%)                      2.34      2.78      2.76     2.77      2.94



Financial Highlights                   AARP High Quality Tax Free Money Fund  95
<PAGE>


AARP Premium Money Fund

                                                         For the Period
                                                     February 1, 1999 (d) to
                                                          September 30,
- --------------------------------------------------------------------------------
                                                               1999
- --------------------------------------------------------------------------------
Net asset value, beginning of period                         $1.000
                                                    ----------------------------
   Net investment income                                       .031

   Distributions from net investment income                   (.031)

Net asset value, end of period                               $1.000
                                                    ----------------------------
Total Return (%) (a)                                           3.09(b)

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA                                   1999
- --------------------------------------------------------------------------------
Net assets, end of period ($ millions)                          166

Ratio of operating expenses net to average daily
net assets (%)                                                  .50(c)

Ratio of operating expenses, before expense
reductions, to average daily net assets (%)                     .90(c)

Ratio of net investment income to average daily
net assets (%)                                                 4.75(c)


(a)   Total returns would have been lower had certain expenses not been reduced.

(b)   Not annualized

(c)   Annualized

(d)   Commencement of operations


96  Financial Highlights                                 AARP Premium Money Fund
<PAGE>


AARP High Quality Short Term Bond Fund

                                          Years Ended September 30,
- --------------------------------------------------------------------------------
                                 1999      1998     1997      1996      1995
- --------------------------------------------------------------------------------
Net asset value, beginning
of period                      $16.43    $16.13   $15.82    $16.01    $15.05

Income from investment
operations:

   Net investment income          .89       .94      .93       .92       .94

   Net realized and
   unrealized gain (loss) on
   investments                   (.70)      .30      .31      (.19)      .95
                              --------------------------------------------------
   Total from investment
   operations                     .19      1.24     1.24       .73      1.89

Less distributions from:

   Net investment income         (.89)     (.94)    (.93)     (.92)     (.93)

Net asset value, end
of period                      $15.73    $16.43   $16.13    $15.82    $16.01
                              --------------------------------------------------
Total Return (%)                 1.21      7.90     8.15      4.59     12.98

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA     1999      1998     1997      1996      1995
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                      407       448      455       512       533

Ratio of operating expenses
to average daily net assets (%)   .87       .90      .93       .91       .95

Ratio of net investment
income to average daily net
assets (%)                       5.56      5.77     5.84      5.76      6.13

Portfolio turnover rate (%)     78.97    137.60    83.26    169.96    201.07



Financial Highlights                  AARP High Quality Short Term Bond Fund  97
<PAGE>


AARP GNMA and U.S. Treasury Fund

                                        Years Ended September 30,
- --------------------------------------------------------------------------------
                               1999        1998     1997      1996      1995
- --------------------------------------------------------------------------------
Net asset value,
beginning of period          $15.40      $15.16   $14.91    $15.19    $14.73

Income from investment
operations:

   Net investment income        .94         .99      .98       .99      1.01

   Net realized and
   unrealized gain (loss)
   on investments              (.79)        .24      .25      (.28)      .46
                            ----------------------------------------------------
   Total from investment
   operations                   .15        1.23     1.23       .71      1.47

Less distributions from:

   Net investment income       (.94)       (.99)    (.98)     (.99)     (.98)

   Tax return of capital         --          --       --        --      (.03)
                            ----------------------------------------------------
   Total distributions         (.94)       (.99)    (.98)     (.99)    (1.01)
                            ----------------------------------------------------
Net asset value, end
of period                    $14.61      $15.40   $15.16    $14.91    $15.19
                            ----------------------------------------------------
Total Return (%)               0.99        8.40     8.49      4.79     10.31

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA   1999        1998     1997      1996      1995
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                  4,216       4,593    4,584     4,904     5,252

Ratio of operating
expenses to average daily
net assets (%)                  .65         .61      .65       .64       .67

Ratio of net investment
income to average daily
net assets (%)                 6.25        6.52     6.51      6.55      6.77

Portfolio turnover rate (%)  245.22(a)   160.40    86.76     83.44     70.35


(a)   The portfolio turnover rate including mortgage dollar roll transactions
      was 257.84% for the period ended September 30, 1999.


98  Financial Highlights                        AARP GNMA and U.S. Treasury Fund
<PAGE>


AARP Insured Tax Free General Bond Fund

                                         Years Ended September 30,
- --------------------------------------------------------------------------------
                                 1999      1998     1997      1996      1995
- --------------------------------------------------------------------------------
Net asset value, beginning
of period                      $18.85    $18.42   $17.90    $17.74    $16.93

Income from investment
operations:

   Net investment income          .85       .88      .88       .87       .87

   Net realized and
   unrealized gain (loss) on
   investments                  (1.07)      .48      .61       .16       .81
                              --------------------------------------------------
   Total from investment
   operations                    (.22)     1.36     1.49      1.03      1.68

Less distributions from:

   Net investment income         (.85)     (.88)    (.88)     (.87)     (.87)

   Net realized gains on
   investments                   (.07)     (.05)    (.09)       --        --
                              --------------------------------------------------
   Total distributions           (.92)     (.93)    (.97)     (.87)     (.87)
                              --------------------------------------------------
Net asset value, end
of period                      $17.71    $18.85   $18.42    $17.90    $17.74
                              --------------------------------------------------
Total Return (%)                (1.21)     7.57     8.57      5.88     10.21

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA     1999      1998     1997      1996      1995
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                    1,592     1,732    1,712     1,755     1,807

Ratio of operating expenses
to average daily net
assets (%)                        .67       .62      .66       .66       .69

Ratio of net investment
income to average daily net
assets (%)                       4.65      4.73     4.87      4.83      5.06

Portfolio turnover rate (%)      7.89      6.21     7.61     18.69     17.45



Financial Highlights                 AARP Insured Tax Free General Bond Fund  99
<PAGE>


AARP Bond Fund for Income

                                                             For the Period
                                                               February 1,
                                          Years Ended          1997 (c) to
                                          September 30,       September 30,
- --------------------------------------------------------------------------------
                                         1999       1998           1997
- --------------------------------------------------------------------------------
Net asset value, beginning of period   $15.41     $15.20         $15.00

Income from investment
operations:

   Net investment income                 1.00       1.02            .69

   Net realized and unrealized gain
   (loss) on investments                (1.06)       .23            .20
                                      ------------------------------------------
   Total from investment operations      (.06)      1.25            .89

Less distributions from:

   Net investment income                (1.00)     (1.02)          (.69)

   Net realized gains on investments     (.17)      (.02)            --
                                      ------------------------------------------
   Total distributions                  (1.17)     (1.04)          (.69)
                                      ------------------------------------------
Net asset value, end of period         $14.18     $15.41         $15.20
                                      ------------------------------------------
Total Return (%) (d)                     (.46)      8.47           6.06(a)

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA             1999       1998           1997
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                              209        180             58

Ratio of operating expenses, net, to
average daily net assets (%)              .42        .19             --(b)

Ratio of operating expenses, before
expense reductions, to average daily
net assets (%)                            .90       1.04           1.53(b)

Ratio of net investment income to
average daily net assets (%)             6.77       6.66           7.03(b)

Portfolio turnover rate (%)             63.90     130.56          13.69(b)


(a)   Not annualized

(b)   Annualized

(c)   Commencement of operations.

(d)   Total return would have been lower had certain expenses not been reduced.


100  Financial Highlights                              AARP Bond Fund for Income
<PAGE>


AARP Balanced Stock and Bond Fund

                                         Years Ended September 30,
- --------------------------------------------------------------------------------
                               1999(a)  1998(a)   1997(a)    1996      1995
- --------------------------------------------------------------------------------
Net asset value, beginning
of period                      $19.96    $21.40   $17.63    $16.40    $14.64

Income from investment
operations:

   Net investment income          .67       .75      .72       .66       .61

   Net realized and
   unrealized gain (loss)
   on investments                 .51      (.46)    3.98      1.44      1.79
                              --------------------------------------------------
   Total from investment
   operations                    1.18       .29     4.70      2.10      2.40

Less distributions from:

   Net investment income         (.70)     (.73)    (.72)     (.66)     (.60)

   Net realized gains on
   investments                  (1.13)    (1.00)    (.21)     (.21)     (.04)
                              --------------------------------------------------
   Total distributions          (1.83)    (1.73)    (.93)     (.87)     (.64)
                              --------------------------------------------------
Net asset value, end
of period                      $19.31    $19.96   $21.40    $17.63    $16.40
                              --------------------------------------------------
Total Return (%)                 5.84      1.26    27.34     13.08     16.80

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA     1999      1998     1997      1996      1995
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                      682       740      638       403       247

Ratio of operating expenses
to average daily net assets (%)   .88       .84      .91       .88      1.01

Ratio of net investment
income to average daily net
assets (%)                       3.28      3.50     3.71      4.09      4.12

Portfolio turnover rate (%)     47.64     56.69    26.79     35.22     63.77


(a)   Based on monthly average shares outstanding during the period.


Financial Highlights                      AARP Balanced Stock and Bond Fund  101
<PAGE>


AARP Growth and Income Fund

                                          Years Ended September 30,
- --------------------------------------------------------------------------------
                                1999(a)  1998(a)   1997(a)     1996     1995
- --------------------------------------------------------------------------------
Net asset value, beginning of
period                          $49.76    $58.22   $43.94    $38.36   $34.13

Income from investment
operations:

   Net investment income          1.02      1.25     1.19      1.17     1.11

   Net realized and
   unrealized gain (loss) on
   investments                    4.91     (3.45)   16.00      6.40     5.44
                               -------------------------------------------------
   Total from investment
   operations                     5.93     (2.20)   17.19      7.57     6.55

Less distributions from:

   Net investment income         (1.12)    (1.19)   (1.19)    (1.15)   (1.09)

   Net realized gains on
   investments                   (5.55)    (5.07)   (1.72)     (.84)   (1.23)
                               -------------------------------------------------
   Total distributions           (6.67)    (6.26)   (2.91)    (1.99)   (2.32)
                               -------------------------------------------------

Net asset value, end of period  $49.02    $49.76   $58.22    $43.94   $38.36
                               -------------------------------------------------
Total Return (%)                 12.10     (4.22)   40.70     20.20    20.43

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA      1999      1998     1997      1996     1995
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                     6,107     6,452    6,606     4,219    3,007

Ratio of operating expenses
to average daily net
assets (%)                         .76       .67      .71       .69      .72

Ratio of net investment
income to average daily net
assets (%)                        1.98      2.22     2.38      2.94     3.28

Portfolio turnover rate (%)      30.41     40.19    33.40     25.02    31.26


(a)   Based on monthly average shares outstanding during the period.


102  Financial Highlights                            AARP Growth and Income Fund
<PAGE>

AARP U.S. Stock Index Fund


                                                             For the Period
                                                               February 1,
                                           Years Ended         1997 (b) to
                                          September 30,       September 30,
- --------------------------------------------------------------------------------
                                       1999(a)    1998(a)       1997(a)
- --------------------------------------------------------------------------------
Net asset value, beginning of period   $19.26     $17.99       $15.00

Income from investment operations:

   Net investment income                  .32        .32          .20

   Net realized and unrealized gain
   (loss) on investments                 5.09       1.37         2.97
                                      ------------------------------------------
   Total from investment operations      5.41       1.69         3.17

Less distributions from:

   Net investment income                 (.28)      (.29)        (.18)

   Net realized gain on investments        --       (.13)          --
                                      ------------------------------------------
   Total distributions                   (.28)      (.42)        (.18)
                                      ------------------------------------------
Net asset value, end of period         $24.39     $19.26       $17.99
                                      ------------------------------------------
Total Return (%) (c)                    28.02       9.39        21.22(d)

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA             1999       1998         1997
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                              577        124           38

Ratio of operating expenses, net, to
average daily net assets (%)              .50        .50          .50(e)

Ratio of operating expenses, before
expense reductions, to average daily
net assets (%)                            .76       1.13         2.38(e)

Ratio of net investment income to
average daily net assets (%)             1.31       1.58         1.94(e)

Portfolio turnover rate (%)              3.56       1.11        14.52(e)


(a)   Based on monthly average shares outstanding during the period.

(b)   Commencement of operations.

(c)   Total return would have been lower had certain expenses not been reduced.

(d)   Not annualized

(e)   Annualized


Financial Highlights                             AARP U.S. Stock Index Fund  103
<PAGE>

AARP Capital Growth Fund


                                          Years Ended September 30,
- --------------------------------------------------------------------------------
                               1999(a)  1998(a)   1997(a)     1996     1995
- --------------------------------------------------------------------------------
Net asset value,
beginning of period            $51.24    $57.84   $43.47    $38.36    $31.74

Income from investment
operations:

   Net investment income          .04       .28      .34       .42       .36

   Net realized and
   unrealized gain (loss) on
   investments                  18.19     (2.26)   18.43      5.59      6.91
                              --------------------------------------------------
   Total from investment
   operations                   18.23     (1.98)   18.77      6.01      7.27

Less distributions from:

   Net investment income         (.24)     (.31)    (.41)     (.39)     (.01)

   Net realized gains on
   investments                  (6.55)    (4.31)   (3.99)     (.51)     (.64)
                              --------------------------------------------------
   Total distributions          (6.79)    (4.62)   (4.40)     (.90)     (.65)
                              --------------------------------------------------
Net asset value, end
of period                      $62.68    $51.24   $57.84    $43.47    $38.36
                              --------------------------------------------------
Total Return (%)                36.83     (3.39)   46.72     15.97     23.47

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA     1999      1998     1997      1996      1995
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                    1,735     1,247    1,228       826       692

Ratio of operating expenses
to average daily net assets (%)   .91       .87      .92       .90       .95

Ratio of net investment
income to average daily net
assets (%)                        .07       .50      .70      1.05      1.00

Portfolio turnover rate (%)     68.10     53.18    39.04     64.84     98.44


(a)   Based on monthly average shares outstanding during the period.


104  Financial Highlights                               AARP Capital Growth Fund
<PAGE>

AARP Small Company Stock Fund


                                                             For the Period
                                                               February 1,
                                           Years Ended         1997 (b) to
                                          September 30,       September 30,
- --------------------------------------------------------------------------------
                                       1999(a)    1998(a)        1997(a)
- --------------------------------------------------------------------------------
Net asset value, beginning of period  $16.93      $20.02         $15.00

Income from investment operations:

   Net investment income                 .02         .01            .04

   Net realized and unrealized gain
   (loss) on investments                 .96       (2.98)          4.98
                                     -------------------------------------------
   Total from investment operations      .98       (2.97)          5.02

Less distributions from:

   Net investment income                (.02)       (.04)            --

   Net realized gains on investments      --        (.08)            --
                                     -------------------------------------------
   Total distributions                  (.02)       (.12)            --
                                     -------------------------------------------
Net asset value, end of period        $17.89      $16.93         $20.02
                                     -------------------------------------------
Total Return (%)                        5.70      (14.91)(c)      33.53(c)(d)

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA            1999        1998           1997
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                              66          97             50

Ratio of operating expenses, net,
to average daily net assets (%)         1.70        1.75           1.75(e)

Ratio of operating expenses, before
expense reductions, to average
daily net assets (%)                    1.70        1.80           2.79(e)

Ratio of net investment income to
average daily net assets (%)             .13         .07            .40(e)

Portfolio turnover rate (%)            17.42       12.21           5.01(e)


(a)   Based on monthly average shares outstanding during the period

(b)   Commencement of operations.

(c)   Total return would have been lower had certain expenses not been reduced.

(d)   Not Annualized

(e)   Annualized


Financial Highlights                          AARP Small Company Stock Fund  105
<PAGE>


AARP Global Growth Fund

                                                             For the Period
                                                               February 1,
                                       Years Ended             1997 (a) to
                                      September 30,           September 30,
- --------------------------------------------------------------------------------
                                 1999      1998      1997         1996
- --------------------------------------------------------------------------------
Net asset value, beginning
of period                      $18.12    $19.24    $15.49       $15.00

Income from investment
operations:
   Net investment income          .09       .19       .09          .06

   Net realized and
   unrealized gain (loss) on
   investments                   3.16      (.62)     3.72          .43
                              --------------------------------------------------
   Total from investment
   operations                    3.25      (.43)     3.81          .49

Less distributions from:
   Net investment income         (.21)     (.16)     (.06)          --

   Net realized gain on
   investments                   (.92)     (.53)       --           --
                              --------------------------------------------------
   Total distributions          (1.13)     (.69)     (.06)          --
                              --------------------------------------------------
Net asset value, end
of period                      $20.24    $18.12    $19.24       $15.49
                              --------------------------------------------------
Total Return (%)                18.36     (2.19)    24.67(b)      3.27(b)(c)

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA     1999      1998      1997          1996
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                      145       145       148           78

Ratio of operating expenses,
net, to average daily net
assets (%)                       1.65      1.65      1.75         1.75(d)

Ratio of operating expenses,
before expense reductions,
to average daily net assets (%)  1.65      1.65      1.82         2.31(d)

Ratio of net investment
income to average daily net
assets (%)                        .44       .99       .55         1.03(d)

Portfolio turnover rate (%)     54.76     59.15     31.34        12.56(d)


(a)   Commencement of operations.

(b)   Total return would have been lower had certain expenses not been reduced.

(c)   Not Annualized

(d)   Annualized


106  Financial Highlights                                AARP Global Growth Fund
<PAGE>


AARP International Stock Fund

                                                             For the Period
                                                              February 1,
                                           Years Ended        1997 (a) to
                                          September 30,      September 30,
- --------------------------------------------------------------------------------
                                         1999       1998         1997
- --------------------------------------------------------------------------------
Net asset value, beginning of period   $16.55     $17.36       $15.00

Income from investment operations:

   Net investment income                  .13        .28          .23

   Net realized and unrealized gain
   (loss) on investments                 2.59       (.83)        2.13
                                      ------------------------------------------
   Total from investment operations      2.72       (.55)        2.36

Less distributions from:

   Net investment income                 (.20)      (.11)          --

   Net realized gains on investments       --       (.15)          --
                                      ------------------------------------------
   Total distributions                   (.20)      (.26)          --
                                      ------------------------------------------
Net asset value, end of period         $19.07     $16.55       $17.36
                                      ------------------------------------------
Total Return (%) (b)                    16.52      (3.16)       15.73(c)

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA             1999       1998         1997
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                               35         41           20

Ratio of operating expenses, net, to
average daily net assets (%)             1.75       1.75         1.75(d)

Ratio of operating expenses, before
expense reductions, to average daily
net assets (%)                           2.40       2.41         4.28(d)

Ratio of net investment income to
average daily net assets (%)             0.75       1.30         2.35(d)

Portfolio turnover rate (%)            214.14      75.28        50.73(d)


(a)   Commencement of operations.

(b)   Total return would have been lower had certain expenses not been reduced.

(c)   Not Annualized

(d)   Annualized


Financial Highlights                          AARP International Stock Fund  107
<PAGE>


AARP Diversified Income with Growth Portfolio

                                                             For the Period
                                                               February 1,
                                           Years Ended         1997 (a) to
                                          September 30,       September 30,
- --------------------------------------------------------------------------------
                                        1999        1998          1997
- --------------------------------------------------------------------------------
Net asset value, beginning of period  $16.00      $15.96        $15.00

Income from investment operations:

   Net investment income                 .80         .82           .43

   Net realized and unrealized gain
   (loss) on investments                (.12)        .03           .96
                                     -------------------------------------------
   Total from investment operations      .68         .85          1.39

Less distributions from:

   Net investment income                (.79)       (.76)         (.43)

   Net realized gains on investments    (.25)       (.05)           --
                                     -------------------------------------------
   Total distributions                 (1.04)       (.81)         (.43)
                                     -------------------------------------------
Net asset value, end of period        $15.64      $16.00        $15.96
                                     -------------------------------------------
Total Return (%) (d)                    4.21        5.38          9.35(b)

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA            1999        1998          1997
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                              99          98            43

Ratio of operating expenses to
average daily net assets (%) (e)          --          --            --

Ratio of net investment income to
average daily net assets (%)            4.95        5.05          5.13(c)

Portfolio turnover rate (%)            22.53        5.12          5.57(c)

(a)   Commencement of operations.

(b)   Not Annualized

(c)   Annualized

(d)   If the Adviser had not maintained some Underlying Funds' expenses, the
      total return would have been lower.

(e)   This Portfolio invests in other AARP Funds, and although the Portfolio did
      not incur any direct expenses for the periods presented, the Portfolio did
      bear its share of the operating, administrative and advisory expenses of
      the Underlying AARP Funds.



108  Financial Highlights          AARP Diversified Income with Growth Portfolio
<PAGE>


AARP Diversified Growth Portfolio

                                                              For the Period
                                                                February 1,
                                          Years Ended           1997 (a) to
                                         September 30,         September 30,
- --------------------------------------------------------------------------------
                                        1999        1998          1997
- --------------------------------------------------------------------------------
Net asset value, beginning of period  $17.19      $17.40        $15.00

Income from investment operations:

   Net investment income                 .55         .58           .34

   Net realized and unrealized gain
   (loss) on investments                1.34        (.37)         2.06
                                     -------------------------------------------
   Total from investment operations     1.89         .21          2.40

Less distributions from:

   Net investment income                (.50)       (.32)           --

   Net realized gain on investments     (.31)       (.10)           --
                                     -------------------------------------------
   Total distributions                  (.81)       (.42)           --
                                     -------------------------------------------
Net asset value, end of period        $18.27      $17.19        $17.40
                                     -------------------------------------------
Total Return (%) (d)                   11.08        1.22         16.00(b)

- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA            1999        1998          1997
- --------------------------------------------------------------------------------
Net assets, end of period
($ millions)                             133         130            62

Ratio of operating expenses to
average daily net assets (%) (e)          --          --            --

Ratio of net investment income to
average daily net assets (%)            3.00        3.21          3.52(c)

Portfolio turnover rate (%)            31.86        5.55          7.67(c)

(a)   Commencement of operations.

(b)   Not Annualized

(c)   Annualized

(d)   If the Adviser had not maintained some Underlying Funds' expenses, the
      total return would have been lower.

(e)   This Portfolio invests in other AARP Funds, and although the Portfolio did
      not incur any direct expenses for the periods presented, the Portfolio did
      bear its share of the operating, administrative and advisory expenses of
      the Underlying AARP Funds.



Financial Highlights                      AARP Diversified Growth Portfolio  109
<PAGE>

Where to Get More Information

      Annual and Mid-Year Reports

      These include commentary from portfolio managers on the market conditions
      and investment strategies that significantly affected each fund's
      performance, detailed performance data and a complete inventory of each
      fund's securities. A report from the funds' auditor is included with the
      Annual Report.

      Statement of Additional Information (SAI)

      The SAI contains more detailed disclosure on features, investments and
      policies of the funds. A current SAI has been filed with the U.S.
      Securities and Exchange Commission (SEC) and is incorporated by reference
      into this document (meaning that it's legally part of this prospectus).

      You can make inquiries and obtain the above documents free of charge
      (including a large-print version of this prospectus) by contacting:

      AARP Investment Program from Scudder
      P.O. Box 2540
      Boston, MA 02208-2540
      800-253-2277
      aarp.scudder.com

      These documents (no large-print versions) are also available from the SEC:

      U.S. Securities and Exchange Commission
      450 Fifth Street NW
      Washington, DC 20549-6009
      800-SEC-0330
      http://www.sec.gov

      Note: The SEC requires a duplicating fee for paper copies.

      SEC File Numbers
      811-3650 AARP Cash Investment Funds
      811-4048 AARP Growth Trust
      811-4049 AARP Income Trust
      811-4050 AARP Tax Free Income Trust
      811-07933 AARP Managed Investment Portfolios Trust

      P-020                             [RECYCLE LOGO] Printed on recycled paper


<PAGE>




                      AARP INVESTMENT PROGRAM FROM SCUDDER

                           AARP Cash Investment Funds:
                          AARP High Quality Money Fund
                             AARP Premium Money Fund

                               AARP Income Trust:
                     AARP High Quality Short Term Bond Fund
                        AARP GNMA and U.S. Treasury Fund
                            AARP Bond Fund For Income

                           AARP Tax Free Income Trust:
                      AARP High Quality Tax Free Money Fund
                     AARP Insured Tax Free General Bond Fund

                               AARP Growth Trust:
                        AARP Balanced Stock and Bond Fund
                           AARP Growth and Income Fund
                           AARP U.S. Stock Index Fund
                          AARP Small Company Stock Fund
                            AARP Capital Growth Fund
                             AARP Global Growth Fund
                          AARP International Stock Fund

                    AARP Managed Investment Portfolios Trust:
                  AARP Diversified Income with Growth Portfolio
                        AARP Diversified Growth Portfolio



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



                       STATEMENT OF ADDITIONAL INFORMATION

                                February 1, 2000





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

         This Statement of Additional Information is not a prospectus and should
be read in conjunction with the combined Prospectus for all sixteen of the above
funds, dated February 1, 2000, 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.

The Annual Report to Shareholders of each AARP Mutual Fund,  dated September 30,
1999 is  incorporated  by  reference  and is  hereby  deemed  to be part of this
Statement of Additional Information.


<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                                      Page

<S>                                                                                                     <C>
AARP INVESTMENT PROGRAM FROM SCUDDER.....................................................................1
         Summary of Advantages and Benefits..............................................................2


THE AARP FUNDS' INVESTMENT OBJECTIVES AND POLICIES.......................................................3
         AARP Money Funds................................................................................3
         AARP Income Funds...............................................................................8
         AARP Growth and Income Funds...................................................................15
         AARP Growth Funds..............................................................................18
         AARP Global Funds..............................................................................19
         AARP Managed Investment Portfolios.............................................................21
         Special Investment Policies of the AARP Funds..................................................22
         General Investment Policies of the AARP Funds..................................................37
         Investment Restrictions........................................................................38


PURCHASES...............................................................................................40
         General Information............................................................................40
         Checks.........................................................................................40
         Wire Transfer of Federal Funds.................................................................40
         Share Price....................................................................................40
         Share Certificates.............................................................................41
         Direct Deposit Program.........................................................................41
         Other Information..............................................................................41


REDEMPTIONS.............................................................................................41
         General Information............................................................................42
         Redemption by Telephone........................................................................42
         Redemption by Mail or Fax......................................................................43
         Redemption by Checkwriting.....................................................................43
         Redemption-in-Kind.............................................................................44
         Other Information..............................................................................44


EXCHANGES...............................................................................................44

TRANSACT BY PHONE.......................................................................................45
         Purchasing Shares by Transact by Phone.........................................................45
         Redeeming Shares by Transact by Phone..........................................................46


FEATURES AND SERVICES OFFERED BY THE AARP MUTUAL FUNDS..................................................46
         Automatic Dividend Reinvestment................................................................46
         Distributions Direct...........................................................................46
         Reports to Shareholders........................................................................46
         Consolidated Statements........................................................................47


RETIREMENT PLANS........................................................................................47
         AARP No-Fee Individual Retirement Account ("AARP No-Fee IRA")..................................47
         AARP Keogh Plan................................................................................48
         Roth Individual Retirement Account (Roth IRA)..................................................49

OTHER PLANS.............................................................................................49
         Automatic Investment...........................................................................49
         Automatic Withdrawal Plan......................................................................50
         Direct Payment of Regular Fixed Bills..........................................................50

DIVIDENDS AND YIELD.....................................................................................50
         Performance Information: Computation of Yields and Total Return................................52

TRUST ORGANIZATION......................................................................................56

MANAGEMENT OF THE FUNDS.................................................................................57
         Personal Investments by Employees of Scudder...................................................64

TRUSTEES AND OFFICERS...................................................................................64

<PAGE>

                          TABLE OF CONTENTS (continued)
                                                                                                      Page

REMUNERATION............................................................................................68

DISTRIBUTOR.............................................................................................70


TAXES    ...............................................................................................71

BROKERAGE AND PORTFOLIO TURNOVER........................................................................76
         Brokerage Commissions..........................................................................76
         Portfolio Turnover.............................................................................78

NET ASSET VALUE.........................................................................................78
         AARP Money Funds...............................................................................78
         AARP Non-Money Market Funds....................................................................79

ADDITIONAL INFORMATION..................................................................................80
         Experts........................................................................................80
         Shareholder Indemnification....................................................................80
         Ratings of Corporate Bonds.....................................................................80
         Ratings of Commercial Paper....................................................................80
         Ratings of Municipal Bonds.....................................................................81
         Other Information..............................................................................82
         Tax-Exempt Income vs. Taxable Income...........................................................84

FINANCIAL STATEMENTS....................................................................................85

</TABLE>

                                       ii
<PAGE>

                      AARP INVESTMENT PROGRAM FROM SCUDDER

         The AARP Investment Program from Scudder (Program) was developed by the
American  Association  of Retired  Persons (AARP) to provide an array of 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 the five trusts -- AARP Cash Investment
Funds,  AARP Income Trust,  AARP Tax Free Income Trust,  AARP Growth Trust,  and
AARP  Managed  Investment  Portfolios  Trust  (Trusts),  dated  February 1, 2000
(Prospectus). AARP endorses this program which was developed with the assistance
of Scudder Kemper Investments,  Inc. (Fund Manager or Scudder), a firm with over
75 years  of  investment  counseling  and  management  experience.  Scudder  was
selected after an extensive search among qualified candidates,  and provides the
Program with continuous and  conservative  professional  investment  management.
(See "MANAGEMENT OF THE FUNDS.")

         Each  of the  Trusts  is an  open-end,  management  investment  company
authorized  to issue its  shares  of  beneficial  interest  in  separate  series
(Funds).  Sixteen funds are currently offered by the five Trusts.  The differing
investment objectives of the 16 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 of 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,  AARP Growth and Income  Funds,  AARP Growth
Funds and the AARP  Global  Funds  provide a range of choices  for  longer  term
investment   dollars  and  the  AARP  Managed   Investment   Portfolios  provide
diversification of investment by investing in a select mix of AARP Funds.

         Scudder Kemper  Investments,  Inc., an investment counsel firm, acts as
investment adviser to the Funds. This organization,  the predecessor of which is
Scudder Stevens & Clark, Inc., is one of the most experienced investment counsel
firms in the United States. Scudder was established as a partnership in 1919 and
pioneered the practice of providing  investment counsel to individual clients on
a fee basis.  In 1928,  Scudder  introduced the first no-load mutual fund to the
public. In 1953, the Fund Manager introduced Scudder  International  Fund, Inc.,
the  first   mutual  fund   available   in  the  United   States  that   invests
internationally in the securities of issuers in several foreign  countries.  The
predecessor  firm  reorganized  from a partnership  to a corporation on June 28,
1985. On December 31, 1997, Zurich Insurance Company (Zurich)acquired a majority
interest in Scudder and Zurich Kemper  Investments,  Inc., a Zurich  subsidiary,
became part of Scudder.  Scudder's name changed to Scudder  Kemper  Investments,
Inc. On September 7, 1998,  the  businesses  of Zurich  (including  Zurich's 70%
interest  in Scudder  Kemper) and the  financial  services  businesses  of B.A.T
Industries  p.l.c.  ("B.A.T")  were combined to form a new global  insurance and
financial services company known as Zurich Financial Services Group. By way of a
dual holding  company  structure,  former Zurich  shareholders  initially  owned
approximately 57% of Zurich Financial Services Group, with the balance initially
owned by former B.A.T shareholders.

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

Master/Feeder Fund Structure

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

<PAGE>

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

Summary of Advantages and Benefits

o        Experienced   Professional   Management:   The  Fund  Manager  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 of the above.

o        Diversification:  you may benefit  from  investing in one or more large
         portfolios of carefully selected securities.

o        $2,000  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 and  $10,000
         Minimum Starting  Investment for AARP Premium Money Fund): you may make
         additional investments in any amount at any time.

o        No Sales  Commissions:  the AARP Funds are no-load funds, 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 16 AARP
         Funds in the Program at any time, without charge.

o        Dividends:  the AARP Money  Funds,  the AARP Income  Funds and the AARP
         Insured  Tax Free  Income  Fund  all pay  dividends  monthly;  the AARP
         Balanced  Stock and Bond Fund,  the AARP Growth and Income Fund and the
         AARP  Diversified  Income with  Growth  Portfolio  are  expected to pay
         dividends  quarterly;  and the AARP U.S.  Stock  Index  Fund,  the AARP
         Global   Growth  Fund,   the  AARP  Capital   Growth  Fund,   the  AARP
         International  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  in the AARP High  Quality  Money Fund or AARP
         High  Quality Tax Free Money Fund or $1,000 or more on your  account in
         the AARP Premium Money Fund to make payments to any person or business.

                                       2
<PAGE>

o        Direct  Deposit  Program:  you may have your  Social  Security or other
         checks  received 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 bills that are of fixed  amounts,  such as rent,  mortgage,  or
         other obligations of $50 or more sent directly from your account at the
         end of the month.

o        Personal  Service  and  Information:   professionally  trained  service
         representatives  are available to 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  in the AARP  Funds 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 of  Investment  Terms
         defines commonly used financial and investment terms.

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

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


               THE AARP FUNDS' INVESTMENT OBJECTIVES AND POLICIES


         Descriptions   in  this  Statement  of  Additional   Information  of  a
particular  investment  practice  or  technique  in which a fund may engage or a
financial  instrument  which a fund  may  purchase  are  meant to  describe  the
spectrum of investments that the Fund Manager, in its discretion,  might, but is
not required to, use in managing a fund's  assets.  The Fund Manager may, in its
discretion,  at any time, employ such practice,  technique or instrument for one
or more funds but not for all funds advised by it.  Furthermore,  it is possible
that certain types of financial  instruments or investment  techniques described
herein may not be available, permissible, economically feasible or effective for
their  intended  purposes  in all  markets.  Certain  practices,  techniques  or
instruments  may not be  principal  activities  of a fund,  but,  to the  extent
employed,  could,  from  time  to  time,  have a  material  impact  on a  fund's
performance.

AARP Money Funds

         The AARP  Funds  offer a choice of two  taxable  and one 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.

                                       3
<PAGE>


         AARP High Quality Money Fund.  The Fund is designed to provide  current
income.  In doing  so,  the Fund  seeks to  maintain  stability  and  safety  of
principal  and a  constant  net asset  value of $1.00 per share  while  offering
liquidity.  There may be circumstances under which this goal cannot be achieved.
The Fund also has an  educational  objective  to help  shareholders,  especially
individuals  planning for and living in  retirement,  make  informed  investment
decisions.  The AARP High  Quality  Money Fund is a separate  series of the AARP
Cash  Investment  Funds.  The  Fund  invests  in high  quality  securities  with
remaining  maturities of 397 calendar days or less. The dollar-weighted  average
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
Corporation ("S&P") or Fitch Investors Service ("Fitch").  In addition, the Fund
Manager  seeks  through  its  own  credit  analysis  to  limit   investments  to
high-quality  instruments  presenting minimal credit risks. If a security ceases
to be rated or is downgraded  below the second highest quality rating  indicated
above,  the Fund would  promptly  dispose of the  security,  unless the Trustees
determine  that  continuing to hold the 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.


         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  nationally-recognized
rating  agencies (or by one  nationally-recognized  rating  agency,  if no other
rating  agency 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 rating categories by at least two nationally-recognized  rating agencies
(or one, if only one nationally-recognized 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 (i) 1% of its total assets,  or (ii) one
million  dollars,  in the  securities  of a single issuer which were second tier
securities when acquired by the Fund.

         The Fund purchases  high quality  short-term  securities  consisting of
obligations  issued  or  guaranteed  by the U.S.  Government,  its  agencies  or
instrumentalities;  obligations  of  supranational  organizations  such  as  the
International  Bank for  Reconstruction  and  Development  (the  "World  Bank");
obligations of domestic  banks and their foreign  branches,  including  bankers'
acceptances,   certificates  of  deposit,   deposit  notes  and  time  deposits;
obligations of savings and loan institutions;  instruments whose credit has been
enhanced by: banks (letters of credit),  insurance  companies (surety bonds), or
other  corporate  entities  (corporate   guarantees);   corporate   obligations,
including  commercial  paper,  notes,  bonds,  loans  and  loan  participations;
securities with variable or floating  interest rates;  asset-backed  securities,
including certificates, participations and notes; municipal securities including
notes,  bonds and  participation  interests,  either  taxable  or  tax-free,  as
described  in more  detail  for the  AARP  High  Quality  Tax Free  Money  Fund;
securities with put features; and repurchase agreements. The Fund may hold cash,
which does not earn interest, to facilitate  stabilizing its net asset value per
share and for liquidity purposes.


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


                                       4
<PAGE>

         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 AARP
Cash Investment  Funds.  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 the  obligations of the foreign  branches of domestic  banks, 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 by a  nationally  recognized  rating  agency.  The Fund may also
invest in securities  purchased on a "forward delivery" or "when-issued"  basis.
For more  information  on these  and  other  investments  of the  Fund,  see the
"Special Investment Policies of the AARP Funds" section beginning on page 22.


         For purposes of  determining  the percentage of the Fund's total assets
invested in securities of issuers having their principal business  activities in
a particular industry,  asset-backed  securities will be classified  separately,
based  on the  nature  of the  underlying  assets,  according  to the  following
categories:  captive  auto,  diversified,  retail and  consumer  loans,  captive
equipment and business,  business trade  receivables,  nuclear fuel, and capital
and mortgage lending.


         AARP High Quality Tax Free Money Fund.  The Fund is designed to provide
current  income free from federal  income taxes.  In doing so, the Fund seeks to
maintain  stability  and safety of  principal  and a constant net asset value of
$1.00 per share while offering liquidity. There may be circumstances under which
this goal cannot be achieved. The Fund also has an educational objective to help
shareholders, especially individuals planning for and living in retirement, make
informed  investment  decisions.  The AARP High Quality 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 invests in high-quality municipal securities with
remaining  maturities of 397 calendar days or less from the date the purchase is
expected to be settled by the Fund, with a  dollar-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;  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 the  Fund
Manager 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 municipal  securities  rated in the highest quality rating by at least
two nationally recognized 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  that 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.


                                       5
<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 the Fund will be invested in  securities  exempt from  federal
income  tax.  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: (i) other obligations issued by or on behalf
of municipal or corporate  issuers;  (ii) U.S. Treasury notes,  bills and bonds;
(iii) obligations of agencies and instrumentalities of the U.S. Government; (iv)
money market instruments, such as domestic bank certificates of deposit, finance
company and  corporate  commercial  paper,  and  banker's  acceptances;  and (v)
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
held by the Fund may be taxable to shareholders as ordinary income.

         Maintenance of Constant Net Asset Value Per Share. The Trustees of AARP
High Quality Money Fund,  the AARP Premium Money Fund, and the 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 Funds operate in accordance with
Rule 2a-7 of the  Investment  Company Act of 1940. In accordance  with the 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.
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  is 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 is used for Variable and Floating  Rate  Instruments,  as
defined in the Rule, 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 AARP High  Quality  Money  Fund,  the AARP
Premium Money Fund,  and the AARP High Quality Tax Free Money Fund 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,  maturity and diversification 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 (i) to reduce the
number of outstanding  shares of a Fund on

                                       6
<PAGE>

a pro rata basis, and (ii) 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 Fund may also invest in tax-exempt  custodial  receipts,  municipal
lease obligations and participation interests, stand-by commitments, third party
puts, and securities  purchased on a "forward delivery" or "when-issued"  basis.
For more  information  on these  and  other  investments  of the  Fund,  see the
"Special Investment Policies of the AARP Funds" section beginning on page 22.

         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  Premium  Money  Fund.  The Fund is  designed  to provide  current
income.  In doing  so,  the Fund  seeks to  maintain  stability  and  safety  of
principal  and a  constant  net asset  value of $1.00 per share  while  offering
liquidity.  There may be circumstances under which this goal cannot be achieved.
The Fund also has an educational  objective to help  shareholders  make informed
investment decisions for the later stages of life. The Fund is designed to offer
monthly  income,  while  maintaining  stability and  liquidity of principal,  on
balances of $10,000 or more. In addition, it provides a convenient way to access
your  money  through  free  checkwriting.  The  minimum  per  check is $1,000 to
discourage  frequent  transactions  and to help keep fund  expenses  low thereby
increasing the potential income.  The Fund will typically provide a higher level
of income than the AARP High Quality Money Fund,  which has lower investment and
checkwriting minimums. The Fund invests in high-quality,  short-term securities.
These  securities  will have remaining  maturities of 397 calendar days or less.
The average  dollar-weighted  maturity of the Fund's  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 Premium
Money Fund are limited to those that at the time of purchase  are rated,  or, if
unrated,  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
nationally  recognized  rating  agencies  such as  Moody's,  S&P,  or 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 rating agencies.

         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 nationally  recognized
rating  agencies (or by one  nationally-recognized  rating  agency,  if no other
nationally  recognized  rating  agency 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
nationally-recognized rating agencies (or one, if only one nationally-recognized
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 that were second tier securities when acquired by
the Fund.  Further,  the Fund may not invest  more than the greater of (i) 1% of
its total assets,  or (ii) 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

                                       7
<PAGE>

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.


         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  that are the subject of repurchase  agreements will be
limited to those of the type described above. Shares of the 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 had, at the time of their most recent
annual  financial  statements,  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 AARP
Cash Investment  Funds.  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 the  obligations of the foreign  branches of domestic  banks, 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 by a  nationally  recognized  rating  agency.  The Fund may also
invest in securities  purchased on a "forward delivery" or "when-issued"  basis.
For more  information  on these  and  other  investments  of the  Fund,  see the
"Special Investment Policies of the AARP Funds" section beginning on page 22.


         The Fund has  certain  non-fundamental  policies  designed  to maintain
diversification. These policies may be changed without shareholder approval. The
amount of total assets of the Fund that may be invested in the  securities  of a
single issuer is limited in accordance with federal law.

         For purposes of  determining  the percentage of the Fund's total assets
invested in securities of issuers having their principal business  activities in
a particular industry,  asset-backed  securities will be classified  separately,
based  on the  nature  of the  underlying  assets,  according  to the  following
categories:  captive  auto,  diversified,  retail and  consumer  loans,  captive
equipment and business,  business trade  receivables,  nuclear fuel, and capital
and mortgage lending.


AARP Income Funds


         AARP High Quality Short Term Bond Fund. The Fund is designed to produce
a high level of current income while actively seeking to reduce downside risk to
the Fund's  portfolio than other  short-term bond mutual funds,  measured by the
frequency and amount by which total return fluctuates downward. The Fund pursues
this investment  objective by investing  primarily in  high-quality,  short-term
U.S. Government,  corporate and

                                       8
<PAGE>

other  fixed-income  securities.  The Fund also has an educational  objective to
help shareholders, especially individuals planning for and living in retirement,
make informed  investment  decisions.  Consistent with investments  primarily in
high quality securities, the Fund seeks to provide a high level of income and to
keep the value of its shares  more  stable  than that of a  long-term  bond.  By
including short- and medium-term bonds in its portfolio, the Fund seeks to offer
less share price  volatility  than long-term bonds or many long-term bond mutual
funds,  although the Fund's 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 in high quality U.S.  Government,  corporate and
other fixed-income  securities.  The Fund may purchase any investments  eligible
for the AARP GNMA and U.S.  Treasury Fund and corporate notes and bonds, 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,
the  Fund  may  purchase  obligations  of  international  agencies  such  as the
International  Bank  for  Reconstruction  and  Development,  the  Inter-American
Development  Bank and the Asian  Development  Bank.  Other eligible  investments
include U.S.  dollar-denominated  foreign debt  securities  (such as U.S. dollar
denominated debt securities issued by the Dominion of Canada and its provinces),
foreign  government  bonds  denominated in foreign  currencies,  trust preferred
securities,  mortgage-backed and other asset-backed securities, and money market
instruments such as commercial paper,  bankers'  acceptances and certificates of
deposit issued by domestic and foreign branches of U.S. banks.

         Except for the limitations in the Fund's  investment  restrictions  and
the percentage  limitations on investments on securities  denominated in foreign
currencies set forth in the prospectus,  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")


         Portfolio  Quality.  The policies of AARP High Quality  Short Term Bond
Fund are designed to provide a portfolio  that combines  primarily  high quality
securities  with  investments  that attempt to reduce its market price risk.  No
purchase  will be made if,  as a result  of the  purchase,  less than 65% of the
Fund's net assets would be invested in debt obligations,  including money market
instruments,  that (i) are issued or guaranteed by the U.S. Government, (ii) are
rated at the time of purchase within the three highest grades assigned by any of
the nationally-recognized  rating agencies including Moody's or S&P, or (iii) 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  three
highest ratings  described in (ii) 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 three 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 in interest rates.

         Foreign  Securities.  The  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 U.S.
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.

                                       9
<PAGE>

         As a temporary defensive measure, the Fund may temporarily invest up to
100% of its assets in cash or cash equivalents.

         The  Fund may also  invest  in  dollar  roll  transactions,  repurchase
agreements,   real  estate  investment  trusts,   mortgage-backed  and  mortgage
pass-though  securities,   collaterallized   mortgage  obligations,   securities
purchased on a "forward  delivery" or "when-issued"  basis,  futures  contracts,
options on futures contracts,  covered call options, convertible securities, and
foreign  currency  exchange  contracts.  For more information on these and other
investments of the Fund, see the "Special Investment Policies of the AARP Funds"
section beginning on page 22.

         AARP GNMA and U.S.  Treasury  Fund.  The Fund is  designed to produce a
high level of current income but with less risk of loss to the Fund's  portfolio
than other GNMA  mutual  funds,  measured by the  frequency  and amount by which
total return fluctuates downward.  The Fund pursues this investment objective by
investing  in  high-quality  Government  National  Mortgage  Association  (GNMA)
securities and U.S. Treasury bills, notes and bonds issued or backed by the full
faith  and  credit  of the U.S.  Government.  The Fund  also has an  educational
objective to help shareholders,  especially  individuals planning for and living
in retirement,  make informed investment decisions.  AARP GNMA and U.S. Treasury
Fund is designed for  investors  who are seeking  high current  income from high
quality  securities  and who wish to  receive a degree of  protection  from bond
market price risk. The Fund's investment objective is to produce a high level of
current  income and to keep the price of its shares  more  stable than that of a
long-term  bond mutual  fund.  The Fund  pursues  this  objective  by  investing
principally in U.S.  Government-guaranteed  GNMA  securities  and U.S.  Treasury
obligations. The Fund has been designed with the conservative,  safety-conscious
investor in mind. Of the three funds in the AARP Income Trust, the AARP GNMA and
U.S. Treasury Fund is the most conservative choice. Although past performance is
no guarantee of future performance, historically, this Fund offers higher yields
than such short-term investments as insured savings accounts,  insured six month
certificates of deposit, and fixed-price money market funds.


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

                                       10
<PAGE>

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.  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 certificate of deposit--is not locked away for any period, may be
redeemed at any time  without  incurring  early  withdrawal  penalties,  and may
provide a higher yield.

         The Fund may also invest in dollar roll  transactions,  mortgage-backed
and  mortgage  pass-though  securities,   securities  purchased  on  a  "forward
delivery" or "when-issued" basis, and covered call options. For more information
on these and other investments of the Fund, see the "Special Investment Policies
of the AARP Funds" section beginning on page 22.

         For temporary defensive purposes, the fund may temporarily invest up to
100% of assets in cash or cash equivalents.

         AARP  Insured  Tax Free  General  Bond Fund.  The Fund is  designed  to
produce a high level of current  income that is free from  federal  income taxes
but with less risk of loss to its  portfolio  than other  insured  tax-free bond
mutual  funds,  measured  by the  frequency  and  amount by which  total  return
fluctuates  downward.  The Fund pursues this  investment  objective by investing
primarily in high-quality,  federally  tax-exempt  municipal securities that are
insured by nationally  recognized private insurers to protect against default by
the  municipality.   The  Fund  also  has  an  educational   objective  to  help
shareholders, especially individuals planning for and living in retirement, make
informed investment decisions.  The AARP Insured Tax Free General Bond Fund is a
separate  series of AARP Tax Free Income Trust.  Securities  comprising at least
65% of the total assets held by the Fund are fully  insured as to the  principal
amount and interest by nationally recognized 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 mutual funds,  although the Fund's yield may be
lower.  Because the Fund may trade the securities in the portfolio,  the Fund 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 federally 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 private activity bonds.
(See "TAXES".)

         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".)

         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 Fund will only purchase
securities  rated  within  the top three  ratings  by  Moody's  and S&P,  or, if
unrated,  of equivalent quality 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

                                       11
<PAGE>

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:  (i) 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 (ii) 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 agency.

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


         Insurance. Insurance on at least 65% of the 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;  Financial  Security  Assurance,  Inc. ("FSA");  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 also 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  principal  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
the Fund's 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 in the payment of  principal  or  interest,
the insurer will, within 30 days of notice of such default, provide to its agent
or the 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

                                       12
<PAGE>

insured by a nationally recognized private insurer, 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 a default in the payment of
principal  or  interest by the issuer  might be less unless the Fund  elected to
purchase  secondary market insurance for the security.  The Fund Manager intends
to either procure secondary market insurance by a nationally  recognized private
insurer for, or retain in the Fund's portfolio,  securities which are insured by
the  Fund  under  portfolio  insurance  and  which  are  in  default  or  pose a
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  insurance  may be  payable  in  advance  or may be  paid
periodically  over  the  term of the  security  by the  party  then  owning  the
security, and the costs will be reflected in the price of the security. The cost
of insurance  for  longer-term  securities,  expressed in terms of income on the
security, is likely to reduce such income by from 10 to 60 basis points. Thus, a
security yielding 10% might have a net insured yield of 9.9% to 9.4%. The impact
of the  cost of the  Fund's  portfolio  insurance  on the  Fund's  net  yield is
somewhat  less.  The cost of insurance for  shorter-term  securities,  which are
generally  lower-yielding,  is  expected  to be less.  It should  be noted  that
insurance  raises the rating of a municipal  security.  Lower  rated  securities
generally  pay a higher rate of interest  than higher  rated  securities.  Thus,
while  there is no  assurance  that this will  always be the case,  the Fund may
purchase lower rated securities which, when insured,  will bear a higher rating,
and may pay a  higher  net  rate  of  interest  than  other  equivalently  rated
securities which are not insured.

         Nationally   recognized  private  insurers  have  certain   eligibility
standards as to the 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  nationally  recognized  private  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
(i) the fact that  municipal  obligations  are  insured  will not  affect  their
tax-exempt status and (ii) 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  provide
competitive values in terms of quality, and the relationship of current price to
market value.  However,  recognizing the dynamics of municipal securities 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.

                                       13
<PAGE>

         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 Manager 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 Fund 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 Subchapter M of
the Internal Revenue Code.

         Special Considerations: Income Level and Credit Risk. To the extent the
Fund holds insured municipal  obligations,  the income earned on its shares will
tend to be less than for an uninsured portfolio of the same securities. The Fund
will amortize as income,  over the life of the respective  security issues,  any
original  issue discount on debt  obligations  (even where these are acquired in
the after-market), and market discount on short-term U.S. Government securities.
The Fund will elect to amortize the premium paid on  acquisition  of any premium
coupon obligations.  Since such discounts and premiums will be recognized in the
Fund's accounts over the life of the respective  security issues and included in
the regular monthly income  distributions  to  shareholders,  they will not give
rise to taxable  capital  gains or losses.  However,  a capital  gain or taxable
ordinary income may be realized upon the sale or maturity and payment of certain
obligations purchased at a market discount.

The Fund may also  invest in  tax-exempt  custodial  receipts,  municipal  lease
obligations and participation interests, stand-by commitments, third party puts,
and repurchase  agreements.  For more information on these and other investments
of the Fund,  see the "Special  Investment  Policies of the AARP Funds"  section
beginning on page 22.

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


         In  pursuit  of  its   investment   objectives,   under  normal  market
conditions,   the  Fund   invests   at  least  65%  of  its   total   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 total assets in  securities  rated Ba or B by Moody's,  or BB or B by
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  U.S.  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 may 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
securities,  investing in high yielding, lower-

                                       14
<PAGE>

quality  bonds may be rewarded  for the  additional  risk of the high  yielding,
lower-quality  bonds through higher  interest  payments and the  opportunity for
greater capital appreciation.

         The Fund may also  invest  in dollar  roll  transactions,  real  estate
investment trusts, collaterallized mortgage obligations, zero coupon securities,
high  yield/high  risk  securities,   futures  contracts,   options  on  futures
contracts,  covered call options,  convertible securities,  and foreign currency
exchange  contracts.  For more information on these and other investments of the
Fund, see the "Special  Investment Policies of the AARP Funds" section beginning
on page 22.

AARP Growth and Income Funds

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

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

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

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

         The Fund is designed as a conservative  long-term investment.  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.

         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.

         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  Composite  Stock Index (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 component  securities of the S&P 500 Index. 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.

         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

                                       15
<PAGE>

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  including dividend and non-dividend paying stocks. 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.  The
Fund may invest in equity  securities  which do not pay  current  dividends  but
which, in the Fund Manager's judgment, offer prospects for growth of capital and
future income. Over time, a stock which produces continued earnings growth tends
to produce higher dividends and stock values.

         The Fund invests in a variety of industries and  companies.  Changes in
the  Fund's   portfolio   securities   are  made  on  the  basis  of  investment
considerations and not for trading purposes.

         Fixed-income  investments.  To enhance income and  stability,  the Fund
will have at least 30% of its net assets  invested in  fixed-income  securities.
The Fund can invest in a broad range of corporate  bonds and notes,  convertible
bonds, and preferred and convertible preferred securities.  It may also purchase
U.S.   Government   securities   and   obligations   of  federal   agencies  and
instrumentalities  that are not  backed by the full faith and credit of the U.S.
Government,  such as  obligations  of the Federal  Home Loan Banks,  Farm Credit
Banks, and the Federal Home Loan Mortgage Corporation.  The Fund may also invest
in obligations of international agencies, foreign debt securities (both U.S. and
non-U.S.  dollar denominated),  trust preferred securities,  mortgage-backed and
other asset-backed  securities,  municipal obligations,  zero coupon securities,
and restricted securities issued in private placements.

         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 or above 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.

         The  Fund  may  also   invest  in  real   estate   investment   trusts,
collaterallized  mortgage  obligations,   securities  purchased  on  a  "forward
delivery" or "when-issued"  basis, and foreign currency exchange contracts.  For
more  information  on these and other  investments of the Fund, see the "Special
Investment Policies of the AARP Funds" section beginning on page 22.

         For temporary defensive purposes, the Fund may temporarily invest up to
100% of assets in cash or cash equivalents.

         AARP Growth and Income Fund. The Fund is designed to provide  long-term
capital growth and income but with less risk of loss to its portfolio than other
growth and income  mutual  funds,  measured by the frequency and amount by which
total return fluctuates downward.  The Fund pursues this investment objective by
investing  primarily  in  common  stocks  whose  dividend  yields  and  earnings
prospects are believed to be attractive relative to the average derived from its
benchmark  index,  the S&P 500 Index.  The Fund may also invest in  fixed-income
securities  convertible  into  common  stocks.  Additionally,  the  Fund  has an
educational objective to help shareholders,  especially individuals planning for
and living in retirement, make informed investment decisions.

         The Fund invests primarily in common stocks and securities  convertible
into common  stocks.  It also may invest in rights to purchase  common stocks of
companies  offering the prospect for capital growth and growth of earnings while
paying  current  dividends.  The  Fund  may  also  invest  in  preferred  stocks
consistent with the Fund's  objective.  Over

                                       16
<PAGE>

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.

         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.

         For temporary defensive purposes, the Fund may temporarily invest up to
100% of assets in cash or cash equivalents.  During these periods,  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.

The Fund may also invest in real estate investment trusts,  mortgage-backed  and
mortgage  pass-through  securities,  futures  contracts,  covered call  options,
options on stock indicies,  foreign  securities,  and foreign currency  exchange
contracts.  For more information on these and other investments of the Fund, see
the "Special  Investment  Policies of the AARP Funds" section  beginning on page
22.

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


         The Fund  attempts  to  remain  fully  invested  in  common  stocks  of
companies  included in the S&P 500 Index. Under normal  circumstances,  the Fund
will invest at least 95% of its assets in common stocks,  futures  contracts and
options,  comprising 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 Index over time,  and the total
return will generally track the S&P 500 Index 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 Fund's  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 Index.  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  Index  and will not hold all 500  stocks  within  that  Index.  The
investment  approach is "passive" in that after the dividend screening described
above,  there is no additional  financial analysis regarding the securities held
in the Fund.  Under  normal  circumstances,  the Fund may invest up to 5% of its
assets in certain  short-term  fixed income  securities  including  high quality
money market  securities  such as U.S.  Treasury bills,  repurchase  agreements,
commercial  paper,  certificates  of  deposit  issued by  domestic  and  foreign
branches  of  U.S.  banks  and  bankers'  acceptances,  although  cash  or  cash
equivalents  are  normally  expected  to  represent  less than 1% of the  Fund's
assets.  The Fund may invest up to 20% of its assets in stock futures  contracts
and options in order to invest uncommitted cash balances,  to maintain liquidity
to meet shareholder redemptions, or to minimize trading costs. The Fund may also
invest in Standard & Poor's Depositary Receipts ("SPDRs"). SPDRs typically trade
like a share of common  stock and  provide  investment  results  that  generally
correspond to the price and yield  performance of the component common stocks of
the S&P 500 Index. There can be no assurance that this can be accomplished as it
may not be  possible  for the  trust  to  replicate  and  maintain  exactly  the
composition and relative  weightings of the component  securities of the S&P 500
Index.  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

                                       17
<PAGE>

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 Index.  In the event that the Fund
does not track within an  annualized 1% total return of the S&P 500 Index for an
extended period, the Fund Manager will consider alternative approaches.


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

The Fund may also invest in real estate investment trusts, covered call options,
options on stock  indicies,  convertible  securities,  foreign  securities,  and
foreign  currency  exchange  contracts.  For more information on these and other
investments of the Fund, see the "Special Investment Policies of the AARP Funds"
section beginning on page 22.

AARP Growth Funds


         AARP  Capital  Growth Fund.  The Fund is designed to provide  long-term
capital  growth but with less risk of loss to its  portfolio  than other  growth
mutual  funds,  measured  by the  frequency  and  amount by which  total  return
fluctuates  downward.  The Fund pursues this  investment  objective by investing
primarily in a  diversified  mix of common  stocks and  fixed-income  securities
convertible into common stocks of established medium- and large-sized companies.
The Fund also has an  educational  objective  to help  shareholders,  especially
individuals  planning for and living in  retirement,  make  informed  investment
decisions.  Through a broadly diversified portfolio consisting primarily of high
quality,  medium- to large-sized  companies with strong competitive positions in
their  industries and reasonable  stock market valuation the Fund seeks to offer
less share price volatility than many growth funds. It may also invest in rights
to purchase common stocks,  the growth  prospects of which are greater than most
stocks  but which may also have  above-average  market  risk.  The Fund may also
invest in preferred stocks consistent with the Fund's objective.

         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.  The Fund generally does not invest
more than 3.5% of its assets in any single company.


         The Fund may  invest  up to 100% of its  assets 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.

         The Fund may also  invest in real  estate  investment  trusts,  futures
contracts,  covered call options, options on stock indicies, foreign securities,
and foreign currency exchange contracts. For more information on these and other
investments of the Fund, see the "Special Investment Policies of the AARP Funds"
section beginning on page 22.

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

         Under normal circumstances,  the Fund may invest up to 5% of its assets
in certain  short-term  fixed income  securities  including  high-quality  money
market securities such as U.S. Treasury bills, repurchase agreements, commercial
paper,  certificates of deposit issued by domestic and foreign  branches of U.S.
banks and bankers'  acceptances,  although cash or cash equivalents are normally
expected to represent less than 1% of the Fund's assets.  The Fund may invest up
to 20% of its assets in stock  futures  contracts and options in order to invest
uncommitted   cash  balances,   to  maintain   liquidity  to  meet   shareholder
redemptions, or to minimize trading costs.

                                       18
<PAGE>

         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 Composite  Stock Index ("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 component  securities of the S&P 500 Index. 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 is neither sponsored by nor affiliated with Standard & Poor's.


         In  pursuing  its  objective  of  long-term  capital  growth,  the Fund
normally  remains  substantially  invested  in the  common  stocks of small U.S.
companies.  Using a  quantitative  investment  approach  developed  by the  Fund
Manager,  the Fund  focuses  on  equity  securities  of  companies  with  market
capitalization  below  $2  billion  and  that  the  Fund  Manager  believes  are
undervalued  relative to the stocks in Russell 2000  Index(R).  The Russell 2000
Index(R) is a widely used measure of small stock performance. The Fund will sell
securities  of  companies  that have grown in market  capitalization  above this
level as necessary to keep the Fund focused on small companies.


         The Fund  takes a  diversified  approach  to  investing.  It  generally
invests no more than 2% of its assets in the  securities  of any one company and
typically  invests  in over  150  securities,  representing  a  variety  of U.S.
industries.

         While the Fund invests  predominantly in common stocks, it can purchase
other types of equity securities  including preferred stocks (either convertible
or non-convertible),  rights and warrants.  Securities may be listed on national
exchanges  or  traded  over-the-counter.  The Fund may  invest  up to 20% of its
assets in U.S. Treasury, agency and instrumentality  obligations, may enter into
repurchase  agreements  and may  make use of  financial  futures  contracts  and
related  options.  The Fund may  purchase  and sell  options or futures on stock
indices for  hedging  purposes as a temporary  investment  to  accommodate  cash
flows. The Fund may also invest in real estate investment  trusts,  covered call
options,  foreign securities,  and foreign currency exchange contracts. For more
information  on these  and  other  investments  of the  Fund,  see the  "Special
Investment Policies of the AARP Funds" section beginning on page 22.

         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 Global Funds

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

         The Fund Manager  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

                                       19
<PAGE>

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 the  securities of 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,  which may include the U.S.  Typically,  it is expected that the Fund
will invest in a wide variety of sectors,  regions and countries,  including the
securities of both foreign and U.S. companies.  The Fund may be invested 100% in
the securities of non-U.S.  companies,  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.  The Fund may also invest in real estate
investment trusts, zero coupon securities, futures contracts, options on futures
contracts,  covered  call  options,  options  on  stock  indicies,   convertible
securities,  and foreign currency  exchange  contracts.  For more information on
these and other investments of the Fund, see the "Special Investment Policies of
the AARP Funds" section beginning on page 22.

         AARP International Stock Fund (formerly known as the AARP International
Growth and Income  Fund).  The Fund is  designed  to provide  long-term  capital
growth  while   actively   seeking  to  reduce  risk  as  compared   with  other
international  mutual funds  measured by the frequency and amount by which total
return  fluctuates  downward.  The Fund  pursues  this  investment  objective by
investing primarily in a diversified portfolio of the common stocks of companies
from developed  countries outside the United States. The Fund may also invest in
fixed-income  securities which are convertible into the common stocks of foreign
companies.  Additionally,  the Fund also has an  educational  objective  to help
shareholders, especially individuals planning for and living in retirement, make
informed investment decisions.  The Fund seeks to offer long-term capital growth
from a diversified portfolio of foreign equity securities, and to keep the value
of its shares more stable than other international equity funds.

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

         When the Fund Manager  believes  that it is  appropriate,  the Fund may
invest  up  to  20%  of  its  total  assets  in  investment-grade  foreign  debt
securities. Such debt securities include debt 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

                                       20
<PAGE>

purchase and sell options on stock  indices for hedging  purposes.  The Fund may
also invest in real estate investment  trusts. For more information on these and
other investments of the Fund, see the "Special  Investment Policies of the AARP
Funds" section beginning on page 22.

AARP Managed Investment Portfolios

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

         AARP  Diversified  Income with Growth  Portfolio.  The Portfolio  seeks
current income with modest long-term appreciation.  This investment objective is
pursued by investing the  Portfolio's  assets in at least five  underlying  AARP
Mutual Funds with an emphasis on the Income  Funds.  In managing its  allocation
among the AARP Mutual Funds,  the portfolio does not attempt to time the market.
Each AARP Fund is managed to reduce the risk of loss to its  portfolio  compared
to similar mutual funds.

         AARP  Diversified  Growth  Portfolio.  The  Portfolio  seeks to provide
long-term growth of capital.  This investment  objective is pursued by investing
in  at  least  five   underlying   AARP  Mutual  Funds,   with  an  emphasis  on
growth-orientated funds. In managing its allocation among the AARP Mutual Funds,
the portfolio does not attempt to time the market.

         Each  Portfolio  may invest in any of the AARP Funds,  except for those
designed to provide income that is free from federal income tax.

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

     o    The Diversified  Income with Growth  Portfolio will generally have 70%
          of its total assets  invested in underlying  AARP Income  Funds,  AARP
          Money Funds,  and to a lesser  extent,  cash. The remaining 30% of its
          total assets will be invested in underlying  AARP Growth  Funds,  AARP
          Growth and Income Funds,  and AARP Global Funds.  While the allocation
          of investment in AARP Income Funds,  AARP Money Funds, and cash in the
          aggregate  will  remain   relatively   constant,   the  allocation  of
          investment in each underlying AARP Mutual Fund may vary over time.

     o    The Diversified  Growth Portfolio will generally have 70% of its total
          assets invested in underlying equity AARP Mutual Funds, including AARP
          Growth Funds, AARP Growth and Income Funds, and AARP Global Funds. The
          remaining 30% of its total assets will be invested in underlying  AARP
          Income  Funds,  AARP Money Funds,  or cash.  While the  allocation  of
          investment  in  underlying  equity AARP Mutual Funds in the  aggregate
          will remain relatively constant,  the allocation of investment in each
          underlying AARP Mutual Fund may vary over time.

         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  allocation,  the Fund  Manager  will  consider,  in its  discretion,
whether to  reallocate  the assets of each  Portfolio  to comply with the stated
allocation.

         Each  Portfolio  will purchase or sell shares of Underlying  AARP Funds
to: (i) accommodate  purchases and sales of each Portfolio's shares, (ii) change
the  percentages of each  Portfolio's  assets invested in each of the underlying
AARP mutual funds in response to changing market conditions,  and (iii) 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.

                                       21
<PAGE>

         For  information  about  the  investment  objectives  of  each  of  the
Underlying  AARP Funds,  please refer to the description of each Underlying AARP
Fund contained in the sections preceding this section.

Special Investment Policies of the AARP Funds

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

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

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

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

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

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

         U.S. Government agencies and instrumentalities which issue or guarantee
securities  include,  for example,  the Export-Import Bank of the United States,
the Farmers Home Administration, the Federal Home Loan Mortgage Corporation, the
Fannie Mae, 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

                                       22
<PAGE>

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 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 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
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 municipal 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

                                       23
<PAGE>

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  securities  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 the equity  securities of
operating  companies  or  mutual  funds  which  must  be  registered  under  the
Securities  Act of 1933 prior to offer and sale  unless an  exemption  from such
registration is available,  municipal securities,  whether publicly or privately
offered  municipal  securities,   may  nevertheless  be  readily  marketable.  A
secondary market exists for municipal  securities which have publicly offered as
well as securities which have not been publicly offered  initially but which may
nevertheless be readily marketable.  Municipal  securities  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.  Trust  Preferred  Securities  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  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  original  issue  discount on the debentures
(regardless of whether the Funds receive any cash distributions from the Special
Trust),  and the value of Trust Preferred  Securities would likely be negatively
affected.  Interest  payments on the underlying junior  subordinated  debentures
typically  may only be deferred if  dividends  are  suspended on both common and
preferred stock of the issuer.  The underlying  junior  subordinated  debentures
generally rank slightly higher in terms of payment priority than both common and
preferred securities of the issuer, but rank below other subordinated debentures
and debt  securities.  Trust  Preferred  Securities  may be subject to mandatory
prepayment  under certain  circumstances.  The market values of Trust  Preferred
Securities  may be more volatile  than those of  conventional  debt  securities.
Trust  Preferred  Securities  may be issued in  reliance  on Rule 144A under the
Securities  Act of 1933,  as  amended,  and,  unless and until  registered,  are
restricted  securities;  there can be no assurance as to the  liquidity of Trust
Preferred  Securities and the ability of holders of Trust Preferred  Securities,
such as the Funds, to sell their holdings.

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

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

                                       24
<PAGE>

         A 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 Fund Manager has  determined
meets the prescribed quality standards of the Fund.  Therefore 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 (i) as required to provide  liquidity  to the Fund,  (ii) to
maintain a high quality  investment  portfolio or (iii) 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.

         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, the
AARP High Quality Tax Free Money Fund and the AARP Insured Tax Free General Bond
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.

                                       25
<PAGE>

         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 or does  either  Fund assume  that such  commitments  would  continue to be
available under all market conditions.

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

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

         Repurchase Agreements. Each of the AARP Funds may enter into repurchase
agreements  with  any  member  bank  of  the  Federal  Reserve  System  and  any
broker-dealers which are recognized as a reporting government securities dealer,
whose  creditworthiness  has been  determined by the Fund Manager to be at least
equal to that of issuers of commercial paper rated within the two highest grades
assigned by any of the  nationally-recognized  rating agencies including Moody's
and S&P.  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

                                       26
<PAGE>

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

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

         Mortgage-Backed   Securities  and  Mortgage  Pass-Through   Securities.
Mortgage-backed  securities are interests in pools of mortgage loans,  including
mortgage  loans  made  by  savings  and  loan  institutions,  mortgage  bankers,
commercial banks and others. Pools of mortgage loans are assembled as securities
for sale to investors by various  governmental,  government-related  and private
organizations as further described below.

         A decline in interest  rates may lead to a faster rate of  repayment of
the underlying mortgages, and may 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. Mortgage-backed securities are subject to the risk or prepayment and
the risk that the underlying loans will not be repaid.  Because principal may be
prepaid  at any  time,  mortgage-backed  securities  may  involve  significantly
greater price and yield volatility than traditional debt securities.

                                       27
<PAGE>

         When interest rates rise,  mortgage  prepayment  rates tend to decline,
thus  lengthening  the life of a  mortgage-related  security and  increasing the
price volatility of that security,  affecting the price volatility of the Fund's
shares.

         Interests  in pools of  mortgage-backed  securities  differ  from other
forms of debt  securities,  which  normally  provide  for  periodic  payment  of
interest in fixed amounts with principal  payments at maturity or specified call
dates.  Instead,  these  securities  provide a monthly payment which consists of
both  interest  and  principal  payments.   In  effect,  these  payments  are  a
"pass-through" of the monthly payments made by the individual borrowers on their
mortgage  loans,  net of any  fees  paid  to the  issuer  or  guarantor  of such
securities.  Additional payments are caused by repayments of principal resulting
from the sale of the underlying  property,  refinancing or  foreclosure,  net of
fees or costs which may be  incurred.  Because  principal  may be prepaid at any
time,  mortgage-backed  securities may involve  significantly  greater price and
yield  volatility  than  traditional  debt  securities.   Some  mortgage-related
securities  (such as  securities  issued  by the  Government  National  Mortgage
Association ("GNMA")) 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  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  Fannie Mae and the  Federal  Home Loan
Mortgage Corporation ("FHLMC"). Fannie Mae is a government-sponsored corporation
owned entirely by private  stockholders.  It is subject to general regulation by
the   Secretary  of  Housing  and  Urban   Development.   Fannie  Mae  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 Fannie  Mae are  guaranteed  as to timely  payment  of  principal  and
interest  by Fannie  Mae but are not  backed by the full faith and credit of the
U.S. Government.

         FHLMC is a corporate  instrumentality  of the U.S.  Government  and was
created by Congress in 1970 for the purpose of increasing  the  availability  of
mortgage  credit  for  residential  housing.  Its  stock is owned by the  twelve
Federal Home Loan Banks. FHLMC issues  Participation  Certificates ("PCs") which
represent  interests in conventional  mortgages from FHLMC's national portfolio.
FHLMC  guarantees  the timely  payment of interest  and ultimate  collection  of
principal,  but PCs are not  backed  by the full  faith  and  credit of the U.S.
Government.

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

                                       28
<PAGE>

Collateralized   Mortgage  Obligations   ("CMOs").   CMOs  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
Fannie Mae, and their income streams.

         CMOs are  structured  into multiple  classes,  each bearing a different
stated  maturity.  Actual  maturity  and  average  life  will  depend  upon  the
prepayment  experience  of the  collateral.  CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying mortgages,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired.  An investor is partially  guarded against a sooner than desired return
of principal  because of the  sequential  payments.  The prices of certain CMOs,
depending on their structure and the rate of prepayments,  can be volatile. Some
CMOs may also not be as liquid as other securities.

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

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

         Several types of  asset-backed  securities have already been offered to
investors, including Certificates of Automobile ReceivablesSM ("CARSSM"). CARSSM
represent  undivided  fractional  interests  in a trust  ("Trust")  whose assets
consist  of a pool of motor  vehicle  retail  installment  sales  contracts  and
security interests in the vehicles securing the contracts. Payments of principal
and interest on CARSSM are passed through  monthly to certificate  holders,  and
are  guaranteed up to certain  amounts and for a certain time period by a letter
of credit  issued by a financial  institution  unaffiliated  with the trustee or
originator of the Trust. An investor's return on CARSSM may be affected by early
prepayment of principal on the underlying vehicle sales contracts. If the letter
of credit is  exhausted,  the Trust may be  prevented  from  realizing  the full
amount  due  on  a  sales  contract   because  of  state  law  requirements  and
restrictions  relating to  foreclosure  sales of vehicles  and the  obtaining of
deficiency judgments following such sales or because of depreciation,  damage or
loss  of a  vehicle,  the  application  of  federal  and  state  bankruptcy  and
insolvency  laws,  or  other  factors.  As a  result,  certificate  holders  may
experience delays in payments or losses if the letter of credit is exhausted.

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

         Asset-backed   securities   are  often  backed  by  a  pool  of  assets
representing  the  obligations of a number of different  parties.  To lessen the
effect of  failures  by  obligors on  underlying  assets to make  payments,  the
securities  may  contain   elements  of  credit  support  which  fall  into  two
categories:  (i)  liquidity  protection,  and  (ii)  protection  against  losses
resulting  from  ultimate  default  by an  obligor  on  the  underlying  assets.
Liquidity  protection  refers to the  provision

                                       29
<PAGE>

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.  Zero coupon securities 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 municipal securities,  securities issued
directly  by the U.S.  Treasury,  and U.S.  Treasury  bonds or notes  and  their
unmatured   interest  coupons  and  receipts  for  their  underlying   principal
("coupons")  which have been  separated by their  holder,  typically a custodian
bank or investment  brokerage firm, 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.

                                       30
<PAGE>

         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
(commonly  referred  to as "junk  bonds").  The lower the  ratings  of such debt
securities,  the greater their risks.  These debt instruments  generally offer a
higher current yield than that available from higher grade issues, but typically
involve  greater risk. The yields on high  yield/high  risk bonds will fluctuate
over time.  In general,  prices of all bonds rise when  interest  rates fall and
fall when interest rates rise.  While less sensitive to changing  interest rates
than  investment-grade  debt,  lower-rated  securities are especially subject to
adverse changes in general  economic  conditions and to changes in the financial
condition  of their  issuers.  During  periods of  economic  downturn  or rising
interest rates,  issuers of these  instruments may experience  financial  stress
that could  adversely  affect their  ability to make  payments of principal  and
interest and increase the possibility of default.

         Adverse  publicity  and investor  perceptions,  whether or not based on
fundamental  analysis,  may also  decrease  the  values and  liquidity  of these
securities  especially  in a  market  characterized  by only a small  amount  of
trading and with relatively few  participants.  These factors can also limit the
Fund's ability to obtain accurate market quotations for these securities, making
it more difficult to determine the Fund's NAV.

         In  cases  where  market  quotations  are not  available,  lower  rated
securities  are valued  using  guidelines  established  by the  Fund's  Board of
Trustees.  Perceived  credit  quality in this  market can  change  suddenly  and
unexpectedly,  and may not fully  reflect the actual risk posed by a  particular
lower rated or unrated security.

         Loans of Portfolio  Securities.  Mutual funds may lend their  portfolio
securities  provided:  (1)  the  loan  is  secured  continuously  by  collateral
consisting of U.S.  Government  securities or cash or cash equivalents  adjusted
daily to have a market  value at least equal to the current  market value of the
securities  loaned;  (2) the Fund may at any time call the loan and  regain  the
securities  loaned;  (3) the Fund will receive any interest or dividends paid on
the loaned  securities;  and (4) the aggregate market value of securities loaned
will not at any time exceed  one-third of the total  assets of the Fund,  unless
otherwise  restricted by each Fund's policies (see "Investment  Restrictions" on
page 36). In addition,  many mutual  funds 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,  a mutual  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,  except to the extent  that entry into
repurchase  agreements  and the  purchase of debt  instruments  or  interests in
indebtedness in accordance with a Fund's investment  objectives and policies may
be deemed to be loans.

         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.  When so
offered,  the price, which may be expressed in yield terms, is fixed at the time
the commitment to purchase is made, but delivery and payment for the when-issued
securities  take place at a later date.  Normally,  the  settlement  date occurs
within one month of the  purchase  of  securities.  During  the  period  between
purchase  and  settlement,  no  payment  is made on  behalf  of the  Fund and no
interest  accrues  to the Fund.  To the extent  that  assets of the Fund are not
invested prior to the settlement of a purchase of securities, the Fund will earn
no income; however, it is the intention of each Fund to be fully invested to the
extent  practicable,  subject to the policies  stated  above.  While  securities
purchased on a forward  delivery or  when-issued  basis may be sold prior to the
settlement  date,  each of the above Funds intends to purchase  such  securities
with the  purpose of actually  acquiring  them for its  portfolio  unless a sale
appears desirable for investment reasons. At the time the commitment to purchase
a debt  security  on a  forward  delivery  or  when-issued  basis is  made,  the
transaction  will be recorded and the value of the security will be reflected in
determining its net asset value.  The market value of the when-issued or forward
delivery  securities  may be more or less than the  purchase  price  payable

                                       31
<PAGE>

at  settlement  date.  The Funds do not  believe  that their net asset  value or
income will be  adversely  affected by their  purchase of debt  securities  on a
when-issued  or  forward  delivery  basis.  Each  Fund will  establish  with its
custodian a segregated  account in which it will maintain cash, U.S.  Government
securities and other liquid assets 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.  Financial futures 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 under the
Internal Revenue Code of 1986, as amended.

         For each Fund, the custodian  places cash, U.S.  government  securities
and other  liquid  assets into a  segregated  account in an amount  equal to the
value of the total assets committed to the consummation of futures positions. If
the  value  of  the  securities  placed  in  the  segregated  account  declines,
additional  cash or  securities  are  required  to be placed in the account on a
daily  basis so that the  value of the  account  equals  the  amount of a Fund's
commitments with respect to such contracts. Alternatively, a Fund may cover such
positions by purchasing offsetting positions,  or covering such positions partly
with cash, U.S.  government  securities and other liquid assets, 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
not offset  and held to  maturity,  requires a Fund to make or accept  delivery,
during a particular  month, of obligations  having a standardized face value and
rate of return. By purchasing a Debt Futures Contract,  a Fund legally obligates
itself to accept  delivery  of the  underlying  security  and to pay the  agreed
price; by selling a Debt Futures  Contract it legally  obligates  itself to make
delivery of the security against payment of the agreed price. However, positions
taken in the futures markets are not normally held to maturity. Instead they are
liquidated through offsetting transactions which may result in a profit or loss.
While Debt Futures Contract  positions taken by a Fund are usually liquidated in
this  manner,  a Fund  may  instead  make or  take  delivery  of the  underlying
securities whenever it appears economically advantageous.

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

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

         Debt  Futures  Contracts,   however,  currently  involve  only  taxable
obligations and do not encompass municipal securities. The value of Debt Futures
Contracts on taxable  securities,  as well as Index Futures  Contracts,  may not
vary

                                       32
<PAGE>

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 may 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, a Fund may purchase and write
(sell)  put and call  options  on  futures  contracts  that are traded on a U.S.
exchange or board of trade and enter into related  closing  transactions.  There
can be no  assurance  that such  closing  transactions  will be available at all
times.  In return for the premium  paid,  such an option gives the purchaser the
right to assume a position  in a futures  contract at any time during the option
period for a specified  exercise  price.  The AARP U.S. Stock Index Fund invests
its assets in futures contracts in order to invest uncommitted cash balances, to
maintain liquidity or to minimize trading costs.

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

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

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

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

         Limitations on Futures  Contracts and Options on Futures  Contracts.  A
Fund will not engage in transactions in futures contracts or related options for
speculation but only as a hedge against changes resulting from market conditions
in the values of debt  securities  held in its  portfolio or which it intends to
purchase and where the  transactions  are  appropriate  to the  reduction of the
Fund's risks.  The Trustees have adopted policies (which are not fundamental and
may be modified by the Trustees  without a shareholder  vote) that,  immediately
after the  purchase  for a Fund of a futures  contract or an option on a futures
contract, the value of the aggregate initial margin deposits with respect to all
futures contracts (both for receipt and delivery),  and premiums paid on options
on futures  contracts,  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

                                       33
<PAGE>

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 such transactions
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 Growth and Income  Funds (with the
exception of the AARP U.S.  Stock Index Fund),  AARP Growth  Funds,  AARP Global
Funds and AARP  Income  Funds may write  (sell)  covered  call  options on their
portfolio securities in an attempt to enhance investment  performance.  The AARP
U.S.  Stock Index Fund  invests its assets in covered  call  options in order to
invest uncommitted cash balances, to maintain liquidity,  or to minimize trading
costs.  The  writing  of  covered  call  options  by  each  Fund is  subject  to
limitations imposed by certain state securities authorities.

         When a Fund  writes  (sells)  a  covered  call  option,  it  gives  the
purchaser  of the option the right to buy the  underlying  security at the price
specified  in the option  (the  "exercise  price") at any time during the option
period,  generally ranging up to nine months. If the option expires unexercised,
the Fund will realize  gain to the extent of the amount  received for the option
(the "premium") less any commission paid. If the option is exercised, a decision
over which the Fund has no control,  the Fund must sell the underlying  security
to the option holder at the exercise price. By writing a covered option,  a 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  offsetting  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,  a 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 S&P 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

                                       34
<PAGE>

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

         Unless the  parties  provide  for it,  there is no central  clearing or
guaranty function in an OTC option.  As a result,  if the Counterparty  fails to
make or take delivery of the security,  currency or other instrument  underlying
an OTC option it has entered into with a Fund or fails to make a cash settlement
payment due in accordance with the terms of that option,  the Fund will lose any
premium  it paid  for the  option  as well  as any  anticipated  benefit  of the
transaction.  Accordingly,  the Fund Manager must assess the creditworthiness of
each  such   Counterparty  or  any  guarantor  or  credit   enhancement  of  the
Counterparty's  credit to  determine  the  likelihood  that the terms of the OTC
option will be  satisfied.  A Fund will engage in OTC option  transactions  only
with United  States  government  securities  dealers  recognized  by the Federal
Reserve Bank of New York as "primary  dealers",  or broker dealers,  domestic or
foreign  banks or other  financial  institutions  which  have  received  (or the
guarantors of the obligation of which have received) a short-term  credit rating
of A-1 from S&P or P-1 from  Moody's  or an  equivalent  rating  from any  other
nationally recognized  statistical rating organization  ("NRSRO").  The staff of
the SEC currently  takes the position that OTC options  purchased by a Fund, and
portfolio securities "covering" the amount of a Fund's obligation pursuant to an
OTC option sold by it (the cost of the sell-back plus the  in-the-money  amount,
if any) are  illiquid,  and are subject to a Fund's  limitation  on investing no
more than 15% 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

                                       35
<PAGE>

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 on futures 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 options on futures contracts, 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 and Income  Funds,  AARP  Growth  Funds and AARP Global
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 OTC 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 OTC 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.  Convertible  securities  include  convertible
bonds, notes and debentures,  convertible preferred stocks, and other securities
that give the holder the right to exchange the security for a specific number of
shares of common stock.  Convertible securities entail less credit risk than the
issuer's  common  stock  because  they are  considered  to be "senior" to common
stock.  Convertible securities generally offer lower interest or dividend yields
than non-convertible  debt securities of similar quality.  They may also reflect
changes in value of the underlying common stock.

         Foreign  Securities.  All the AARP Growth and Income Funds, AARP Growth
Funds and AARP Global Funds may invest without limit in foreign securities.  The
AARP High Quality Short Term Bond Fund may invest  without limit in U.S.  dollar
denominated foreign securities and may invest up to 20% of its assets in foreign
bonds denominated in foreign  currencies  although no more than 5% of the Fund's
total assets will be represented by a given foreign currency. The AARP Bond Fund
for Income may invest without limit in U.S. dollar denominated  investment-grade
foreign  securities  and may  invest up to 20% of its  assets in  foreign  bonds
denominated in foreign  currencies.  The AARP High Quality Money Fund, AARP High
Quality Tax Free Money Fund, and AARP Premium Money Fund 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

                                       36
<PAGE>

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
and Income Funds, AARP Growth Funds, AARP Global Funds and the AARP High Quality
Short Term Bond Fund and the AARP Bond Fund for  Income  may enter into  forward
foreign  currency  exchange  contracts in  connection  with its  investments  in
foreign  securities.  A forward foreign  currency  exchange  contract  ("forward
contract")  involves an obligation to purchase or sell a specific  currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. They may
be used by a Fund only to hedge against possible variations in exchange rates of
currencies  in countries in which it may invest.  These  contracts are traded in
the interbank market conducted  directly between currency traders (usually large
commercial  banks) and their  customers.  A forward  contract  generally  has no
deposit requirement, and no commissions are charged at any stage for trades.

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

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

General Investment Policies of the AARP Funds

         Changes in the  portfolio  securities of the AARP Funds are made on the
basis of  investment  considerations  and it is  against  the policy of the Fund
Manager 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  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 for a fund by the Board of Trustees of the applicable Trust
without a vote of the shareholders of that Fund.

                                       37
<PAGE>

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 (i) 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 (ii) more
than 50% of the outstanding shares of such Fund.

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


(A) In addition, as a matter of fundamental policy, each Fund will not:


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

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

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

         (4)      purchase  or sell real  estate,  which  term does not  include
                  securities of companies which deal in real estate or mortgages
                  or  investments  secured by real estate or interests  therein,
                  except that the Fund reserves freedom of action to hold and to
                  sell real estate acquired as a result of the Fund's  ownership
                  of securities;

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

         (6)      make loans except as permitted  under the  Investment  Company
                  Act of 1940,  as amended,  and as  interpreted  or modified by
                  regulatory authority having jurisdiction, from time to time.

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

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

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

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

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

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

                                       38
<PAGE>

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

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

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

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

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

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

         AARP Balanced  Stock and Bond Fund,  AARP Growth and Income Fund,  AARP
         U.S.  Stock Index Fund,  AARP Global Growth Fund,  AARP Capital  Growth
         Fund, AARP International Stock Fund, and AARP Small Company Stock Fund

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


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


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

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

                  (6) enter  into  futures  contracts  or  purchase  options  on
                  futures contracts,  unless immediately after the purchase, the
                  value of the  aggregate  initial  margin with  respect to such
                  futures  contracts  entered into on behalf of the Fund and the
                  premiums paid for 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;

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

                                       39
<PAGE>

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

                  (8) lend portfolio  securities in an amount greater than 5% of
                  the Fund's assets.


                                    PURCHASES

General Information

         Scudder  Investor  Services,  Inc.,  as the AARP Funds' agent will send
confirmations  of each  transaction  following  the  transaction.  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  currency 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 a 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 one of
its Funds 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 AARP Mutual  Funds in the Program or in other Funds
advised by the AARP Funds' investment adviser or an affiliate.

Wire Transfer of Federal Funds

         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,  for all funds except
AARP Global  Growth Fund, or by Brown  Brothers  Harriman & Co., for AARP Global
Growth  Fund  (each  the   "Custodian",   respectively).   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.

         To obtain  the net asset  value  determined  as of the close of regular
trading on the New York Stock Exchange, Inc. (the "Exchange") on a selected day,
your bank must forward  federal  funds by wire transfer and provide the required
account  information  so as to be  available  to a Fund  prior  to the  close of
regular trading on the Exchange (normally 4 p.m. eastern time).

         The bank sending an  investor's  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.

         Boston banks are closed on certain  holidays  although the Exchange may
be open.  These  holidays  include  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
the federal funds on behalf of a Fund.

Share Price

         Accepted  purchases  for shares in all the AARP Funds will be filled at
the net asset  value next  computed  after  receipt of the  application  in good
order. Each Fund's net asset value per share is currently determined once daily,
as of the close of regular trading on each day the Exchange is open for trading.
For AARP High Quality Money Fund,  AARP Premium Money Fund and AARP High Quality
Tax Free Money Fund,  Scudder Fund  Accounting  Corporation  also

                                       40
<PAGE>

determines  net asset  value per share as of noon  Eastern  time on each day the
Exchange is open for trading. 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.  If the order has been  placed  by a member  of the NASD,  other  than the
Distributor,  it is the  responsibility  of that member broker,  rather than the
Fund,  to  forward  the  purchase  order to  Scudder  Service  Corporation  (the
"Transfer Agent") by the close of regular trading on the Exchange.

         There is no sales charge in  connection  with purchase of shares of any
of the AARP Funds.

Share Certificates

         Due to the  desire  of  each  Trust's  management  to  afford  ease  of
redemption,  certificates  will not be issued to indicate  ownership in the AARP
Funds. 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.

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.

Other Information

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

         Purchases  and sales of the AARP  Funds,  except the AARP Money  Funds,
should be made for long-term  investment  purposes  only.  Each of the Funds and
Scudder Investor  Services,  Inc. reserves the right to reject purchases of Fund
shares (including exchanges) for any reason including when a pattern of frequent
purchases  and sales made in response  to  short-term  fluctuations  in a Fund's
share price appears evident.

         The  Tax  Identification  Number  section  of the  application  must be
completed when opening an account.  Applications  and purchase  orders without a
correct  certified  tax  identification   number  and  certain  other  certified
information  (e.g. from exempt  organizations,  certification  of exempt status)
will be returned to the  investor.  The Funds  reserve the right,  following  30
days'  notice,  to redeem all  shares in  accounts  without a correct  certified
Social  Security  or  tax   identification   number.  A  shareholder  may  avoid
involuntary  redemption by providing the Funds with a tax identification  number
during the 30-day notice period.

         The Trusts may issue shares at net asset value in  connection  with any
merger or  consolidation  with, or acquisition  of, the assets of any investment
company or personal  holding  company,  subject to the  requirements of the 1940
Act.


                                   REDEMPTIONS

                                       41
<PAGE>

General Information

         If a shareholder redeems all shares in an account after the record date
of a dividend,  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.

         The  determination  of net asset value may be  suspended at times and a
shareholder's  right to redeem  shares of a Fund and to receive  payment  may be
suspended at times during which (a) the Exchange is closed, other than customary
weekend and holiday closings,  (b) trading on the Exchange is restricted for any
reason,  (c) an  emergency  exists  as a result of which  disposal  by a Fund of
securities  owned by it is not  reasonably  practicable  or it is not reasonably
practicable  for a Fund fairly to determine the value of its net assets,  or (d)
the SEC may by order permit such a  suspension  for the  protection  of a Fund's
shareholders;  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  certificated  shares  must be
requested by mail as explained in the section  entitled  "Redemption  by Mail or
Fax" below.

         For other investors, the following procedures are available.

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

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

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

         (b)      EXISTING   SHAREHOLDERS   who  wish  to  establish   telephone
                  redemption  to a  predesignated  bank  account  or who want to
                  change  the bank  account  previously  designated  to  receive
                  redemption payments should either enter the new information on
                  the  "Telephone  Option Form" which may be obtained by calling
                  the Program, or send a signature guaranteed letter identifying
                  the  account  and  specifying  the  exact  information  to  be
                  changed.  In each case,  the letter must be signed  exactly as
                  the shareholder's name(s) appears on the account. All requests
                  for telephone  redemption  should be  accompanied  by a voided
                  check from the designated  bank account.  All signatures  will
                  require a  guarantee,  which can be obtained  from most banks,
                  credit unions or savings associations, or from broker/dealers,
                  government  securities  broker/dealers,   national  securities
                  exchanges,  registered  securities  associations,  or clearing
                  agencies deemed eligible by the SEC. An original signature and
                  an original  signature  guarantee are required for each person
                  in whose name the account is registered.  Signature guarantees
                  by notaries public are not acceptable.

                                       42
<PAGE>

         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.

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

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


Redemption by Mail or Fax


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

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

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

Redemption by Checkwriting

         All new investors in the AARP Money Funds and existing  shareholders of
these Funds who apply to State Street Bank and Trust  Company for checks may use
them to pay any person, provided that each check is for at least $100 for either
the AARP High  Quality  Money Fund or the AARP High Quality Tax Free Money Fund,
or at least

                                       43
<PAGE>

$1,000 for the Premium Money Fund and in any case 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.  The 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" privilege.

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

Other Information

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

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


         The Trustees have  established  certain minimum  investment and account
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
AARP Premium Money Fund, the minimum  investment is $10,000.  For all other AARP
Mutual Funds, the minimum  investment 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 "MAKING  EXCHANGES AND REDEMPTIONS" in the
Prospectus.  If the registration  data for the account receiving the proceeds of
the  exchange  is to be  different  in any respect  from the account  from which
shares are to be  exchanged,  the  exchange  request must be in writing and must
contain a signature  guarantee

                                       44
<PAGE>

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 and Bond Fund, AARP Growth and Income Fund and AARP GNMA and U.S.
Treasury Fund, and $10,000 for AARP Premium Money 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,  except where the existing
account is in the AARP Premium  Money Fund,  which  requires an exchange into an
existing account to be $1,000 or more.

         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 of 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

         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  ($1,000  for the AARP
Premium Money Fund).  Shareholders  may redeem shares in an amount not less than
$250.

         In order to utilize the Transact by Phone  service,  shareholders  must
have completed the Transact by Phone authorization.  This authorization requires
designation of a bank account from which the purchase payment will be debited or
to which the  redemption  payment will be  credited.  New  investors  wishing to
establish the Transact by Phone service can do so by completing the  appropriate
section on the  enrollment  form.  Existing  shareholders  who wish to establish
Transact by Phone will need to complete a Transact by Phone  Enrollment Form. If
a  shareholder  has  previously  elected the  "Telephone  Redemption  to Bank of
Record" and/or the "Automatic Investment Plan" services, the banking information
must be identical for all of these services for each of the shareholder's Funds.
After sending in their enrollment forms,  shareholders  should allow 15 days for
the service to be activated.  The Trusts and their agents each reserve the right
to modify, interrupt,  suspend or terminate the Transact by Phone service at any
time, without notice.

Purchasing Shares by Transact by Phone

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

                                       45
<PAGE>

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 an
AARP Mutual Fund  representative  before 4:00 p.m.  eastern time to receive that
day'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 AARP MUTUAL FUNDS


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  semiannually financial statements,
which are  examined  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 16 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.
Similarly,  an IRA  Handbook is sent to all new IRA  shareholders.  Every month,
shareholders  will be sent the  newsletter,  Financial  Focus.  Retirement  plan
shareholders  will be sent a special  edition of Financial  Focus on a quarterly
basis.  The newsletters are designed to help you keep up to date on economic and
investment  developments,  and any new  financial  services  and features of the
Program.

                                       46
<PAGE>

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 Premium Money Fund,  AARP
High Quality Short Term Bond Fund,  AARP GNMA and U.S.  Treasury Fund, AARP Bond
Fund for Income, AARP Balanced Stock and Bond Fund, AARP Growth and Income Fund,
AARP Global Growth Fund,  AARP Capital Growth Fund,  AARP U.S. Stock Index Fund,
AARP International Stock Fund and AARP Small Company Stock Fund 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 for each year
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.  However,  an individual not
permitted to make a deductible contribution may nonetheless make a nondeductible
contribution to an AARP No-Fee IRA.

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

                                       47
<PAGE>

         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.
Distributions  of amounts that are includible in income (and therefore  taxable)
also may be subject to an additional 10% early distribution tax if distributions
are taken before the individual  reaches age 59 1/2 or becomes disabled or dies,
unless one of certain exceptions applies.  Distributions must begin by April 1st
following the taxable year in which the participant reaches age 70 1/2.



AARP Keogh Plan

         Shares of the Eligible  Funds may be purchased  for the AARP Keogh Plan
("Keogh Plan").  The Keogh 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 Keogh  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 Keogh  Plan is "top
heavy," a minimum contribution may be required for certain employees. Additional
information  on  contributions  to the Keogh  Plan is found in Your Guide to the
AARP Keogh Plan.

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

         In general,  distributions from tax-qualified  plans, such as the 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

                                       48
<PAGE>

premature distributions, and to taxpayers who are required, but fail, to receive
a distribution  after reaching age 70 1/2.  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.

Roth Individual Retirement Account (Roth IRA)

         Shares of the Funds may be purchased as the  underlying  investment for
an Individual Retirement Account which meets the requirements of Section 408A of
the Internal Revenue Code.

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

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

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

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


                                   OTHER PLANS

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.

         The Automatic  Investment  Plan involves an investment  strategy called
dollar cost averaging.  Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular  intervals.  By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more  shares  than when the share  price is  higher.  Over a period of time this
investment  approach may allow the  investor to reduce the average  price of the

                                       49
<PAGE>

shares purchased.  However, this investment approach does not assure a profit or
protect  against loss. This type of regular  investment  program may be suitable
for various  investment  goals such as, but not limited to, college  planning or
saving for a home.

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

Direct Payment of Regular Fixed Bills

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


    DIVIDENDS AND YIELD

AARP Income Funds,  AARP Growth and Income Funds, AARP Growth Funds, AARP Global
Funds 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" below.)

         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.

                                       50
<PAGE>

         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 months 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  (normally 4:00 p.m.  eastern time)
on each day on which the Exchange is open for business.

         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 value of the total  assets of the Fund,
less all of its  liabilities,  by the total  number of shares of the Fund)  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 a Fund less (ii) all actual and accrued  expenses.  Interest
income included in the daily  computation of net income is comprised of original
issue discount  earned on discount paper accrued ratably to the date of maturity
as well as accrued  interest.  Expenses of the AARP Money Funds,  including  the
management fee payable to the Fund Manager, 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

                                       51
<PAGE>

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,  AARP High  Quality Tax Free Money Fund and the AARP  Premium  Money
Fund for the seven-day  period ended  September 30, 1999,  was 4.63%,  2.88% and
5.06%, respectively.


         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,  AARP High
Quality Tax Free Money Fund and the AARP  Premium  Money Fund for the  seven-day
period ended September 30, 1999, was 4.74% 2.92% and 5.19%, respectively.


         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 and Income Funds
         AARP  Growth  Funds,  AARP  Global  Funds 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:

                                       52
<PAGE>

         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):

<TABLE>
<CAPTION>

                               T = (ERV/P)1/n - 1

Where:             <S>     <C>       <C>
                    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>

<TABLE>
<CAPTION>

                                                                                 Total Return
                                                       ------------------------------------------------------------------
                                                          One Year Ended       Five Years Ended       Ten Years Ended
                                                             9/30/99               9/30/99                9/30/99
                                                             -------               -------                -------


<S>                                                            <C>                   <C>                   <C>
AARP High Quality Money Fund                                   4.38%                 4.71%                 4.64%
AARP High Quality Tax Free Money Fund*                         2.37                  2.76                  3.18
AARP High Quality Short Term Bond                              1.21                  6.89                  7.17
AARP GNMA and U.S. Treasury                                    0.99                  6.54                  7.01
AARP Bond Fund for Income+                                    -0.46                  N/A                    N/A
AARP Insured Tax Free General Bond                            -1.21                  6.13                  6.80
AARP Balanced Stock and Bond Fund+                             5.84                 12.51                   N/A
AARP Growth and Income                                        12.10                 16.94                 13.64
AARP U.S. Stock Index Fund+                                   28.02                  N/A                    N/A
AARP Global Growth Fund+                                      18.36                  N/A                    N/A
AARP Capital Growth                                           36.83                 22.66                 13.58
AARP International Stock Fund+                                16.52                  N/A                    N/A
AARP Premium Money Fund+                                       N/A                   N/A                    N/A
AARP Small Company Stock Fund+                                 5.70                  N/A                    N/A
AARP Diversified Income With Growth Portfolio+                 4.21                  N/A                    N/A
AARP Diversified Growth Portfolio+                            11.08                  N/A                    N/A

</TABLE>

*        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, 1999,  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 With Growth Portfolio and AARP  Diversified  Growth
         Portfolio commenced operations on February 1, 1997 and, as of September
         30,  1999,  had life of fund  annual  total  returns of 5.23%,  22.01%,
         10.55%, 7.13%, 7.12% and 10.50%, respectively.  AARP Balanced Stock and
         Bond commenced  operations on February 1, 1994 and, as of September 30,
         1999,  had a life of fund annual  total  return of 10.81%.  AARP Global
         Growth  Fund  commenced  operations  on  February  1, 1996  and,  as of
         September  30, 1998,  had a life of fund annual total return of 11.51%.
         AARP Premium Money Fund  commenced  operations on February 1, 1999, and
         therefore does not have an annualized return to report.


                  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

                                       53
<PAGE>

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):
<TABLE>
<CAPTION>

                                 C = (ERV/P) -1

                    <S>     <C>       <C>
                    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>

<TABLE>
<CAPTION>

                                                                          Cumulative Total Return
                                                       --------------------------------------------------------------
                                                          One Year Ended       Five Years Ended       Ten Years Ended
                                                             9/30/99               9/30/99                9/30/99
                                                             -------               -------                -------


<S>                                                             <C>                  <C>                   <C>
AARP High Quality Money Fund                                    4.38%                25.90%                57.32%
AARP High Quality Tax Free Money Fund                           2.37                 14.56                 36.69
AARP High Quality Short Term Bond                               1.21                 39.55                 99.81
AARP GNMA and U.S. Treasury                                     0.99                 37.29                 96.98
AARP Bond Fund for Income+                                     -0.46                 N/A                    N/A
AARP Insured Tax Free General Bond                             -1.21                 34.64                 93.15
AARP Balanced Stock and Bond Fund+                              5.84                 80.25                  N/A
AARP Growth and Income Fund                                    12.10                118.69                259.31
AARP U.S. Stock Index Fund+                                    28.02                 N/A                    N/A
AARP Global Growth Fund+                                       18.36                 N/A                    N/A
AARP Capital Growth Fund                                       36.83                177.71                257.32
AARP International Stock Fund+                                 16.52                 N/A                    N/A
AARP Premium Money Fund+                                       N/A                   N/A                    N/A
AARP Small Company Stock Fund+                                  5.70                 N/A                    N/A
AARP Diversified Income with Growth Portfolio+                  4.21                 N/A                    N/A
AARP Diversified Growth Portfolio+                             11.08                 N/A                    N/A
</TABLE>

+        AARP  Bond  Fund  for  Income,   AARP  U.S.  Stock  Index  Fund,   AARP
         International   Stock  Fund,   AARP  Small  Company  Stock  Fund,  AARP
         Diversified  Income with Growth Portfolio and AARP  Diversified  Growth
         Portfolio commenced operations on February 1, 1997 and, as of September
         30, 1999, had life of fund cumulative total returns of 14.52%,  69.75%,
         30.59%,  20.09%, 20.08% and 30.43%,  respectively.  AARP Balanced Stock
         and Bond Fund  commenced  operations  on  February  1, 1994 and,  as of
         September  30,  1999,  had a life of fund  cumulative  total  return of
         78.85%.  AARP Global  Growth Fund  commenced  operations on February 1,
         1996 and, as of September 30, 1999, had a life of fund cumulative total
         return of 49.05%.  AARP  Premium  Money Fund  commenced  operations  on
         February 1, 1999,  and as of  September  30,  1999,  had a life of fund
         cumulative total return of 3.09%.

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


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

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

                                       54
<PAGE>
<TABLE>
<CAPTION>

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

                    <S>     <C>       <C>
                    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.
</TABLE>


                                                     Yield for the 30-day period
                      Fund                            ended September 30, 1999
                      ----                            ------------------------


AARP High Quality Short Term Bond Fund                          5.78%
AARP GNMA and U.S. Treasury Fund                                6.10
AARP Bond Fund for Income+                                      7.22
AARP Insured Tax Free General Bond Fund                         4.31


+        AARP Bond Fund for Income 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, 1999

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


AARP High Quality Tax Free Money Fund           4.00%                   4.17%
AARP Insured Tax Free General Bond Fund         5.99                    6.25


(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

                                       55
<PAGE>

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 the
performance of 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:  Dow Jones Industrial Average,  Standard & Poor's
500 Composite Stock Price Index (S&P 500), The Europe/Australia/Far  East (EAFE)
Index,  Russell 2000 Index, Lehman Brothers Aggregate Bond Index,  Merrill Lynch
Master Mortgage Index,  Morgan Stanley Capital  International  World Index, J.P.
Morgan Global Traded Bond Index,  and Salomon  Brothers  World  Government  Bond
Index.

         Investors may want to compare the performance of a Fund to certificates
of deposit issued by banks and other  depository  institutions.  Certificates of
deposit may offer fixed or variable  interest  rates and principal is guaranteed
and may be insured.  Withdrawal  of deposits  prior to maturity will normally be
subject to a penalty.  Rates offered by banks and other depository  institutions
are  subject  to  change  at any  time  specified  by the  issuing  institution.
Information  regarding bank products may be based upon, among other things,  the
BANK RATE MONITOR National  Index(TM) for  certificates of deposit,  which is an
unmanaged index and is based on stated rates and the annual  effective yields of
certificates of deposit in the ten largest banking markets in the United States,
or the CDA Investment Technologies,  Inc. Certificate of Deposit Index, which is
an  unmanaged  index  based on the average  monthly  yields of  certificates  of
deposit.

         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   or  other   relevant   statistical
information  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.


                               TRUST ORGANIZATION

         Each of the AARP Funds is a separate series of a Massachusetts business
trust. AARP High Quality Short Term Bond Fund, AARP GNMA and U.S. Treasury Fund,
and the AARP Bond Fund for  Income are series of AARP  Income  Trust.  AARP High
Quality  Tax Free Money Fund and AARP  Insured  Tax Free  General  Bond Fund are
series of AARP Tax Free Income  Trust which  changed its name from AARP  Insured
Tax Free Income Trust on August 1, 1991. AARP Balanced Stock and Bond Fund, AARP
Growth and Income Fund,  AARP U.S.  Stock Index Fund,  AARP Global  Growth Fund,
AARP Capital Growth Fund, AARP  International  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 and the AARP Premium  Money Fund are series of the AARP Cash
Investment  Funds,  which was  established  under a  Declaration  of Trust dated
January 20, 1983.  The original  name of AARP Cash  Investment  Funds was Master
Investment  Services  Fund.  That name was  changed  to AARP Money Fund Trust on
February  6, 1985 and to its  present  name on May 24,  1985.  AARP  Diversified
Income with Growth Portfolio and AARP Diversified Growth Portfolio are series of
AARP  Managed  Investment   Portfolios  Trust  which  was  established  under  a
Declaration  of Trust on October 21,  1996.  Each Trust's  shares of  beneficial
interest  of $.01 (AARP High  Quality  Tax Free Money Fund  $.001) par value per
share are issued in separate  series.  AARP Cash Investment Funds has one series
in addition to AARP High Quality  Money Fund and AARP Premium Money Fund that is
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.

                                       56
<PAGE>

         The assets of each Trust  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 of each Trust are  segregated on the books of account of each Trust,  and
are to be charged  with the  liabilities  of that  series.  The Trustees of each
Trust have determined that expenses with respect to all series of each 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 each Trust,  subject
to the general  supervision of the Trustees,  have the power to determine  which
liabilities  are  allocable  to all  the  series  in  the  Trust.  Each  Trust's
Declaration of Trust provides that  allocations made to each series of the Trust
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  of a Trust  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 series of a Trust,  in
which case only shareholders of that series shall vote thereon.  For example,  a
change in investment  policy for a series of a Trust would be voted upon only by
shareholders  of the series  affected.  Additionally,  approval of each  Trust's
investment  advisory  agreement is determined  separately by each series in that
Trust. Approval of the advisory 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  agreement as to
the other series.

         The  Trustees  of each Trust are  authorized  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 Trust's  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  liabilities and expenses  incurred in connection
with 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  the  Trustees  and  Officers  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


         Scudder Kemper Investments,  Inc., an investment  management firm, acts
as investment  adviser to the Funds.  The principal source of the Fund Manager's
income is  professional  fees  received  from  providing  continuous  investment
advice.   Today,  it  provides  investment  counsel  for  many  individuals  and
institutions,  including insurance companies, colleges, industrial corporations,
and financial and banking  organizations as well as providing  investment advice
to over 280 open and closed-end mutual funds.

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

                                       57
<PAGE>

participates in the AMA InvestmentLinkSM Program will be a customer of the Fund
Manager (or of a subsidiary thereof) and not the AMA or AMA Solutions, Inc. AMA
InvestmentLinkSM is a service mark of AMA Solutions, Inc.

         The Fund Manager maintains a large research department,  which conducts
continuous   studies  of  the  factors  that  affect  the  position  of  various
industries,  companies  and  individual  securities.  The Fund Manager  receives
published  reports and statistical  compilations from issuers and other sources,
as  well as  analyses  from  brokers  and  dealers  who  may  execute  portfolio
transactions for the Fund Manager's clients.  However,  the Fund Manager regards
this information and material as an adjunct to its own research activities.  The
Fund  Manager  international  investment  management  team  travels  the  world,
researching  hundreds of companies.  In selecting the securities in which a Fund
may invest,  the conclusions  and investment  decisions of the Fund Manager with
respect  to a Fund are  based  primarily  on the  analyses  of its own  research
department.

         Certain  investments  may be appropriate  for a Fund and also for other
clients advised by the Fund Manager.  Investment  decisions for a Fund and 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 client or in different
amounts  and at  different  times for more  than one but less than all  clients.
Likewise,  a particular  security may be bought for one or more clients when one
or more other clients are selling the security. In addition,  purchases or sales
of the same  security  may be made for two or more  clients on the same day.  In
such event,  such  transactions  will be allocated among the 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 clients of the Fund Manager in the interest of achieving the
most favorable net results to a Fund.


         The  present  investment  management  agreements  for  all  Funds  (the
"Agreements")  were approved by the Trustees on August 4, 1998, became effective
September 7, 1998,  and were approved at a shareholder  meeting held on December
15, 1998. The Agreements  will continue in effect until August 31, 2000 and from
year to year  thereafter only if their  continuance is approved  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  Agreements  may be
terminated at any time without payment of penalty by either party on sixty days'
written notice and automatically terminate in the event of their assignment.


         Under the  Agreements,  the Fund Manager  regularly  provides each Fund
with continuing  investment management for each Fund's portfolio consistent with
the Fund's investment  objective,  policies and restrictions and determines what
securities  shall be  purchased,  held or sold and what  portion of each  Fund's
assets shall be held uninvested,  subject to each Trust's  Declaration of Trust,
By-Laws,  the  1940  Act,  the  Code and to each  Fund's  investment  objective,
policies  and  restrictions,   and  subject,   further,  to  such  policies  and
instructions  as the  Board of  Trustees  of each  Trust  may from  time to time
establish.  The Fund  Manager also advises and assists the officers of the Funds
in taking such steps as are necessary or  appropriate to carry out the decisions
of its Trustees and the  appropriate  committees  of the Trustees  regarding the
conduct of the business of each Fund.

         Under   the   Agreements,   the  Fund   Manager   renders   significant
administrative  services (not otherwise provided by third parties) necessary for
the Funds'  operations  as  open-end  investment  companies  including,  but not
limited to,  preparing  reports and notices to the  Trustees  and  shareholders;
supervising,  negotiating contractual  arrangements with, and monitoring various
third-party  service  providers  to a Fund  (such  as a Fund's  Transfer  Agent,
pricing agents, Custodian, accountants and others); preparing and making filings
with the SEC and other  regulatory  agencies;  assisting in the  preparation and
filing of a Fund's federal, state and local tax returns;  preparing and filing a
Fund's federal excise tax returns;  assisting with investor and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value;  monitoring the registration of shares of a Fund under applicable federal
and state securities laws;  maintaining a Fund's books and records to the extent
not otherwise maintained by a third party; assisting in establishing  accounting
policies of a Fund;  assisting in the resolution of accounting and legal issues;
establishing and monitoring a Fund's operating budget; processing the payment of
a Fund's bills; assisting a Fund in, and otherwise arranging for, the payment of
distributions and dividends and otherwise assisting a Fund in the conduct of its
business, subject to the direction and control of the Trustees.

                                       58
<PAGE>

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

           Program Assets                     Annual Rate at Each
             (Billions)                           Asset Level
             ----------                           -----------
              First $2                                0.35%
              $2-$4                                   0.33
              $4-$6                                   0.30
              $6-$8                                   0.28
              $8-$11                                  0.26
              $11-$14                                 0.25
              Over $14                                0.24


         Total program assets as of September 30, 1999 were over $17 billion.


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

         The individual Fund fees are as follows:
<TABLE>
<CAPTION>


         ------------------------------------------------------- -----------------------------
         AARP Mutual Fund                                          Individual Fund Fee Rate
         ------------------------------------------------------- -----------------------------
         ------------------------------------------------------- -----------------------------
         <S>                                                                <C>
         AARP High Quality Money Fund                                       0.10%
         ------------------------------------------------------- -----------------------------
         AARP High Quality Tax Free Money Fund                              0.10%
         ------------------------------------------------------- -----------------------------
         AARP Premium Money Fund                                            0.10%
         ------------------------------------------------------- -----------------------------
         AARP High Quality Short Term Bond Fund                             0.19%
         ------------------------------------------------------- -----------------------------
         AARP GNMA and U.S. Treasury Fund                                   0.12%
         ------------------------------------------------------- -----------------------------
         AARP Insured Tax Free General Bond Fund                            0.19%
         ------------------------------------------------------- -----------------------------
         AARP Bond Fund for Income                                          0.28%
         ------------------------------------------------------- -----------------------------
         AARP Balanced Stock and Bond Fund                                  0.19%
         ------------------------------------------------------- -----------------------------
         AARP Growth and Income Fund                                        0.19%
         ------------------------------------------------------- -----------------------------
         AARP U.S. Stock Index Fund                                          none
         ------------------------------------------------------- -----------------------------
         AARP Capital Growth Fund                                           0.32%
         ------------------------------------------------------- -----------------------------
         AARP Small Company Stock Fund                                      0.55%
         ------------------------------------------------------- -----------------------------
         AARP Global Growth Fund                                            0.55%
         ------------------------------------------------------- -----------------------------
         AARP International Stock Fund                                      0.60%
         ------------------------------------------------------- -----------------------------
         AARP Diversified Income with Growth Portfolio                       none
         ------------------------------------------------------- -----------------------------
         AARP Diversified Growth Portfolio                                   none
         ------------------------------------------------------- -----------------------------
</TABLE>



                                       59
<PAGE>

         The advisory fees from the Management Agreement for the three fiscal
years ended September 30, 1997, 1998 and 1999 were as follows:
<TABLE>
<CAPTION>

                                                                   1997              1998              1999
                                                                   ----              ----              ----

     <S>                                                             <C>               <C>              <C>
     AARP High Quality Money Fund                               $ 1,760,550       $ 1,866,955      $ 2,002,782
     AARP Premium Money Fund***                                     N/A               N/A              211,923
     AARP GNMA and U.S. Treasury Fund                            19,228,620        18,153,539       17,789,059
     AARP High Quality Short Term Bond Fund                       2,287,683         2,092,824        2,018,512
     AARP Bond Fund for Income**                                     97,012           615,552        1,159,527
     AARP High Quality Tax Free Money Fund                          410,859           380,516          360,800
     AARP Insured Tax Free General Bond Fund                      8,224,295         8,035,738        7,913,284
     AARP Balanced Stock and Bond Fund                            2,445,813         3,420,192        3,507,049
     AARP Growth and Income Fund                                 25,101,044        33,479,324       31,563,131
     AARP U.S. Stock Index Fund**                                    38,841           201,960        1,040,960
     AARP Global Growth Fund*                                       932,182         1,277,487        1,250,584
     AARP Capital Growth Fund                                     6,053,108         7,953,203        9,574,273
     AARP International Stock Fund**                                 59,143           292,161          337,378
     AARP Small Company Stock Fund**                               111,376            718,086          721,832
     AARP Diversified Income with Growth Portfolio**                N/A               N/A               N/A
     AARP Diversified Growth Portfolio**                            N/A               N/A               N/A

</TABLE>

*        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 with Growth Portfolio and AARP Diversified Growth
         Portfolio commenced operations on February 1, 1997.

***      AARP Premium Money Fund commenced operations on February 1, 1999.

         Each Management Agreement provides that the Fund Manager will reimburse
the AARP  Funds or the Trust for  annual  expenses,  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, 1997, 1998 and
1999 were as follows:
<TABLE>
<CAPTION>

                                                                   1997              1998              1999
                                                                   ----              ----              ----

     <S>                                                            <C>              <C>              <C>
     AARP High Quality Money Fund                                   0.91%            0.87%            0.87%
     AARP Premium Money Fund***                                    N/A              N/A               0.50
     AARP High Quality Short Term Bond Fund                         0.93             0.90             0.87
     AARP GNMA and U.S. Treasury Fund                               0.65             0.61             0.65
     AARP Bond Fund for Income**                                    n.a.             0.19             0.42
     AARP High Quality Tax Free Money Fund                          0.85             0.83             0.85
     AARP Insured Tax Free General Bond Fund                        0.66             0.62             0.67
     AARP Balanced Stock and Bond Fund                              0.91             0.84             0.88
     AARP Growth and Income Fund                                    0.71             0.67             0.76
     AARP U.S. Stock Index Fund**                                   0.50+            0.50             0.50
     AARP Global Growth Fund*                                       1.75             1.65             1.65
     AARP Capital Growth Fund                                       0.92             0.87             0.91
     AARP International Stock Fund**                                1.75+            1.75             1.75
     AARP Small Company Stock Fund**                                1.75+            1.75             1.70
     AARP Diversified Income With Growth Portfolio**               N/A               N/A               N/A
     AARP Diversified Growth Portfolio**                           N/A               N/A               N/A

</TABLE>

+        Annualized

                                       60
<PAGE>

*        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 With Growth Portfolio and AARP Diversified Growth
         Portfolio commenced operations on February 1, 1997.
***      AARP Premium Money Fund commenced operations on February 1, 1999.


      For the fiscal year ended  September 30, 1999,  the  reimbursement  by the
Fund  Manager  based on the expense  limitation  in effect was  $224,814 to AARP
Premium Money Fund

         For the fiscal year ended September 30, 1997, the  reimbursement by the
Fund  Manager  based on the  expense  limitation  in effect was  $74,953 to AARP
Global Growth Fund.

         For the fiscal year ended  September 30, 1998,  the  reimbursement  and
expense  reductions  based on the expense  limitation  in effect was $923,233 to
AARP Bond Fund for Income,  and $986,523 for the fiscal year ended September 30,
1999.

         For the fiscal year ended  September 30, 1998,  the  reimbursement  and
expense reductions based on the expense limitation in effect was $43,315 to AARP
Small Company Stock Fund.

         For the fiscal year ended  September 30, 1998,  the  reimbursement  and
expense  reductions  based on the expense  limitation  in effect was $474,469 to
AARP U.S. Stock Index Fund, and $971,542 for the fiscal year ended September 30,
1999.

         For the fiscal year ended  September 30, 1998,  the  reimbursement  and
expense  reductions  based on the expense  limitation  in effect was $218,739 to
AARP International  Stock Fund, and $249,677 for the fiscal year ended September
30, 1999.


         If  reimbursement  is  required,   it  will  be  made  as  promptly  as
practicable  after the end of each Fund's fiscal year.  However,  no fee payment
will be made to the Fund  Manager  during  any  fiscal  year  which  will  cause
year-to-date  expenses to exceed the cumulative  pro rata expense  limitation at
the time of such payment.  The amortization of organizational costs is described
herein under "ADDITIONAL INFORMATION-- Other Information."

         Under the Management  Agreements,  each Trust is responsible for all of
its other expenses including  organizational  expenses;  clerical salaries; fees
and expenses  incurred in  connection  with  membership  in  investment  company
organizations;  brokers'  commissions;  any fees for portfolio pricing paid to a
pricing agent; legal,  auditing and accounting expenses;  taxes and governmental
fees; the fees and expenses of the transfer  agent;  the cost of preparing share
certificates,  if any, and any other  expenses  including  clerical  expenses of
issue, redemption or repurchase of shares; the expenses and fees for registering
or qualifying  securities for sale; the fees and expenses of the Trustees of the
Trust who are not affiliated with the Fund Manager,  Scudder Kemper Investments,
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

                                       61
<PAGE>

are required to be paid by the Fund Manager. To the extent such expenses of
distribution are not to be borne by a principal underwriter, or are not
permitted to be paid by the Trust (or a Fund or such other party) pursuant to a
Rule 12b-1 plan, they are to be assumed by the Fund Manager. (The adoption of a
Rule 12b-1 plan by a Trust would require the approval of the Trustees, including
a majority of those Trustees who are not interested persons of the Trust, and of
a majority of the outstanding voting securities of each Fund.)


         Pursuant  to a  Subadvisory  Agreement  between  the Fund  Manager  and
Bankers  Trust  Company,  Bankers  Trust  Company  (the  "Subadviser")  provides
subadvisory  services  relating to the  management of the AARP U.S.  Stock Index
Fund.  The fee paid to the  Subadviser is  calculated  on a quarterly  basis and
depends on the level of total assets in the AARP U.S.  Stock Index Fund. The fee
rate decreases as the level of total assets for the Fund increases. The fee rate
for each level of assets is:  0.07% of the first $100  million of average  daily
net assets,  0.03% of such assets in excess of $100  million,  and 0.01% of such
assets in excess of $200 million with a minimum  annual fee of $75,000.  For the
period  from  February 1, 1997 to February  1, 1998,  the  Subadviser  agreed to
discount the fee by 15%.  Fees paid to the  Subadviser  during the fiscal period
ended  September  30, 1997 totaled  $42,323.  Without the  discount  during that
period,  such fees  would  have  totaled  $75,000.  For the  fiscal  year  ended
September  30,  1998,  the  Subadviser  received  $71,250 in fees.  Without  the
discount  during that  period,  such fees would have  totaled  $75,000.  For the
fiscal year ended September 30, 1999, the Subadviser received $92,000 in fees.


         On November 30, 1998, Bankers Trust Corporation,  the parent company of
the  Subadviser,  Deutsche  Bank AG  ("Deutsche  Bank") and  Circle  Acquisition
Corporation,  a subsidiary  of Deutsche  Bank,  entered into a merger  Agreement
pursuant  to  which  Bankers  Trust  Corporation  would  merge  with  and into a
subsidiary of Deutsche Bank (the  "Merger").  Deutsche Bank is a global  banking
institution  that is engaged in a wide range of  financial  services,  including
retail and commercial  banking,  investment banking,  and insurance.  On June 4,
1999,  the  Merger  was  completed  and  the   Subadviser   became  an  indirect
wholly-owned  subsidiary  of  Deutsche  Bank.  As a result  of the  Merger,  the
existing Subadvisory Agreement between the Fund Manager and the Subadviser, with
respect  to AARP U.S.  Stock  Index  Fund,  may have been  deemed  assigned  and
terminated.  Accordingly, on March 3, 1999, the Board approved a new Subadvisory
Agreement  between  the Fund  Manager  and the  Subadviser  to take  effect upon
consummation of the Merger. The new Subadvisory Agreement contains substantially
the same terms and conditions as the existing Subadvisory Agreement,  except for
the initial term and the dates of execution  and  termination.  On May 25, 1999,
the  Securities  and  Exchange  Commission  issued  an  exemptive  order  to the
Subadviser and certain affiliates to permit the implementation of new investment
advisory agreements, such as the new Subadvisory Agreement,  without shareholder
approval in  connection  with the Merger.  The order  permits the  Subadviser to
provide  subadvisory  services  under  the  new  Subadvisory  Agreement  without
receiving shareholder approval for a period of up to 150 days following the date
the  Merger was  consummated  (i.e.,  June 4,  1999) but in no event  later than
November 30, 1999 (the "Interim Period").  Pending  shareholder  approval of the
new  Subadvisory  Agreement or the  termination  of the Interim  Period  without
shareholder approval,  advisory fees under the new Subadvisory Agreement will be
held  in  interest   bearing  escrow   accounts  with   financial   institutions
unaffiliated with the Subadviser. The Board will be notified before the fees are
released to the Subadviser in the event shareholders approve the new Subadvisory
Agreement,  or before the fees are released to the AARP U.S. Stock Index Fund in
the  event  shareholders  do not  approve  the new  Subadvisory  Agreement.  The
Subadviser  believes  that,  under this new  corporate  structure,  the services
provided by the  Subadviser to the AARP U.S. Stock Index Fund will be maintained
at their current level.


         On March 11,  1999,  the  Subadviser  announced  that it had reached an
agreement with the United States  Attorney's  Office in the Southern District of
New York to resolve  an  investigation  concerning  inappropriate  transfers  of
unclaimed funds and related  record-keeping  problems that occurred between 1994
and early 1996.  Pursuant to its agreement with the U.S.  Attorney's Office, the
Subadviser  pleaded  guilty to  misstating  entries in its books and records and
agreed  to pay a $60  million  fine  to  federal  authorities.  Separately,  the
Subadviser  agreed to pay a $3.5  million  fine to the  State of New  York.  The
events  leading  up to the  guilty  pleas did not  arise  out of the  investment
advisory  or  mutual  fund  management  activities  of  the  Subadviser  or  its
affiliates.


         As a result of the plea,  absent an order from the SEC, the  Subadviser
would not be able to continue  to provide  investment  advisory  services to the
Fund.  The SEC has granted a temporary  order to permit the  Subadviser  and its
affiliates  to continue to provide  investment  advisory  services to registered
investment companies. The Subadviser has submited an application for a permanent
order. However, there is no assurance that the SEC will grant a permanent order.

                                       62
<PAGE>

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

         Based on actual expense data from the Underlying  AARP Mutual Funds and
certain  very  conservative  assumptions  with  respect to the  Trust,  the Fund
Manager, the Underlying AARP Mutual Funds, Scudder Service Corporation,  Scudder
Investor  Services,  Inc.,  Scudder Fund Accounting  Corporation,  Scudder Trust
Company and the Managed  Investment  Portfolios  anticipate  that the  aggregate
financial  benefits to the Underlying AARP Mutual Funds from these  arrangements
will exceed the costs of operating the  Portfolios.  If such turns out to be the
case,  there will be no charge to the Trust for the  services  under the Service
Agreement.  Rather, in accordance with the Service Agreement, such expenses will
be passed through to the Underlying AARP Mutual Funds in proportion to the value
of each Underlying AARP Mutual Fund's shares held by each Portfolio.

         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.

         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 Member  Services  Agreements  with the Fund Manager,  dated
September 7, 1998,  AARP  Financial  Services Corp.  ("AFSC")  provides the Fund
Manager with  nondistribution  related service and advice  primarily

                                       63
<PAGE>

concerning  designing and tailoring the AARP Investment Program from Scudder and
its  Funds to meet  the  needs of  AARP's  members  on an  ongoing  basis.  AARP
Financial Services Corp.  receives,  as compensation for its services, a Monthly
Member  Services  fee. The fee paid to AFSC is  calculated  on a daily basis and
depends on the level of total  assets of the AARP  Investment  Program.  The fee
rate  decreases  as the level of total assets  increases.  The fee rate for each
level of assets is 0.07 of 1% for the first $6 billion,  0.06 of 1% for the next
$10 billion and 0.05 of 1% thereafter.

         The Member  Services  Agreements will remain in effect until August 31,
1999 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 each
Member  Services  Agreement was last approved by the Trustees of each respective
Trust  (including  a  majority  of the  Trustees  who are not  such  "interested
persons") on August 4, 1998 and by shareholders on December 15, 1998. The Member
Services  Agreements 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 Service Mark License Agreements, dated March 20, 1996 among
the Trusts,  the Fund Manager and AARP, use of the AARP service marks by a Trust
and its Funds  will be  terminated,  unless  otherwise  agreed to by AARP,  upon
termination of that Trust's Management Agreement.

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

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

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

Personal Investments by Employees of Scudder

     Employees   of  Scudder  are   permitted   to  make   personal   securities
transactions,  subject to requirements  and  restrictions set forth in Scudder's
Code of Ethics. The Code of Ethics contains provisions and requirements designed
to  identify  and  address  certain   conflicts  of  interest  between  personal
investment  activities and the interests of investment  advisory clients such as
the Funds. Among other things, the Code of Ethics, which generally complies with
standards  recommended by the Investment Company  Institute's  Advisory Group on
Personal  Investing,  prohibits  certain  types  of  transactions  absent  prior
approval,  imposes time periods  during which personal  transactions  may not be
made in certain  securities,  and requires the  submission  of duplicate  broker
confirmations  and monthly  reporting  of  securities  transactions.  Additional
restrictions apply to portfolio managers,  traders, research analysts and others
involved  in the  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, Address                          Position(s)           Principal                          Scudder Investor
and Age                                with Trusts           Occupation**                       Services, Inc.
- -------                                -----------           ------------                       --------------

<S>                                    <C>                   <C>
Linda C. Coughlin##* (48)              Chairperson of the    Managing Director of Scudder       Director and Senior
                                       Board and Trustee     Kemper Investments, Inc.           Vice President

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


Horace B. Deets+* (61)                 Vice Chairperson      Executive Director, AARP           --
(Trustee of AARP Cash Investment       and Trustee
Funds, AARP Growth Trust and AARP
Tax Free Income Trust only)

Carole Lewis Anderson (55)             Trustee               Principal, Suburban Capital        --
3616 Reservoir Road, N.W.                                    Markets, Inc.; President, MASDUN
Washington, DC                                               Capital Advisors; Director,
                                                             VICORP Restaurants, Inc.;
                                                             Trustee, Hasbro Children's
                                                             Foundation; Founder and
                                                             Director, Forum for Women
                                                             Corporate Directors; Member of
                                                             Corporate Advisory Counsel of
                                                             WREI (The Women's Research and
                                                             Education Institute)
                                                             (1993-1999); Member of the
                                                             Board, Association for Corporate
                                                             Growth of Washington, D.C.
                                                             (1993-1996); Member of the
                                                             Board, CREW (Commercial Real
                                                             Estate Women) of Maryland
                                                             (1994-1996); Trustee, Mary
                                                             Baldwin College (1987-1997);
                                                             Trustee, Pennsylvania State
                                                             Alumni Association (1987-1997)

Adelaide Attard (69)                   Trustee               Consultant, Gerontology Member,    --
270-28N Grand Central Parkway                                New York City Department of
Floral Park, NY                                              Aging Advisory Council; Board
                                                             Member, American Association of
                                                             International Aging (1981-1996)

Robert N. Butler, M.D. (73)            Trustee               CEO and President, International
211 Central Park West                                        Longevity Center; Professor of
Apt. 7F                                                      Geriatrics and Adult
New York, NY                                                 Development, 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)

                                       65
<PAGE>
                                                                                                Position with
                                                                                                Underwriter,
Name, Address                          Position(s)           Principal                          Scudder Investor
and Age                                with Trusts           Occupation**                       Services, Inc.
- -------                                -----------           ------------                       --------------

Esther Canja+* (72)                    Trustee               President-elect, AARP; Member,     --
(AARP Managed Investment Portfolios                          AARP Finance Committee; Trustee,
Trust and AARP Income Trust only)                            Andrus Foundation; AARP State
                                                             Director of Florida (1990-1992)

Edgar R. Fiedler (70)                  Trustee               Senior Fellow and Economic        --
50023 Brogden                                                Counsellor, The Conference
Chapel Hill, NC                                              Board, Inc.

Lt. Gen. Eugene P. Forrester (73)      Trustee               Lt. General (Retired), U.S. Army  --
1101 S. Arlington Ridge Rd.                                  and International Trade
Arlington, VA                                                Counselor; Consultant (1983 to
                                                             present)

George L. Maddox, Jr. (74)             Trustee               Professor Emeritus and Director,  --
P.O. Box 2920                                                Long Term Care Resources
Duke University Medical Center                               Program, Duke University Medical
Durham, NC                                                   Center; Senior Fellow Center for
                                                             the Study of Aging and Human
                                                             Development, Duke University;
                                                             Member, Board of Trustees, The
                                                             Forest at Duke, Durham, North
                                                             Carolina

Robert J. Myers (87)                   Trustee               Actuarial Consultant               --
9610 Wire Ave.                                               (1983-present); Trustee,
Silver Spring, MD                                            Manufacturers Investment Trust,
                                                             Inc. (1997-1998); Member,
                                                             Prospective Payment Assessment
                                                             Commission (1993-1997); Chairman
                                                             of the Board of Advisors,
                                                             Seniors Coalition (1992-1996)

James H. Schulz (63)                   Trustee               Professor of Economics and         --
158 Scruton Pond Road                                        Kirstein Professor of Aging
Barrington, NH                                               Policy, Policy Center on Aging,
                                                             Florence Heller Graduate School,
                                                             Brandeis University

Gordon Shillinglaw (74)                Trustee               Professor Emeritus of             --
115 Live Oak Lane                                            Accounting, Columbia University
Largo, FL                                                    Graduate School of Business

                                       66
<PAGE>

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

Jean Gleason Stromberg (56)            Trustee               Consultant; Director, Financial
3816 Military Road, NW                                       Institutions Issues, U.S.
Washington, D.C.                                             General Accounting Office
                                                             (1996-1997); Partner, Fulbright
                                                             & Jaworski Law Firm (1978-1996)

William F. Glavin, Jr.## (41)          Vice President        Managing Director of Scudder       Vice President
                                                             Kemper Investments, Inc.

James E. Masur## (39)                  Vice President        Senior Vice President of Scudder  --
                                                             Kemper Investments, Inc.

Ann M. McCreary# (43)                  Vice President        Managing Director of Scudder      --
                                                             Kemper Investments, Inc.

John Millette## (37)                   Vice President and    Assistant Vice President of       --
                                       Assistant Secretary   Scudder Kemper Investments, Inc.

James W. Pasman## (48)                 Vice President        Senior Vice President of Scudder  --
                                                             Kemper Investments, Inc.

Kathryn L. Quirk# (47)                 Vice President and    Managing Director of Scudder       Director, Senior Vice
                                       Secretary             Kemper Investments, Inc.           President, Chief Legal
                                                                                                Officer and Assistant
                                                                                                Clerk

John R. Hebble## (40)                  Treasurer             Senior Vice President, Scudder     Treasurer
                                                             Kemper Investments, Inc.

Cornelia M. Small# (55)                President             Managing Director of Scudder      --
                                                             Kemper Investments, Inc.

</TABLE>

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


         As of December 31, 1999,  1,958,289 shares in the aggregate,  13.67% of
the  outstanding  shares of AARP Bond Fund for  Income  were held in the name of
State Street Bank and Trust Company,  Custodian for AARP Diversified income with
Growth Portfolio,  One Heritage Drive,  Quincy, MA 02171, which may be deemed to
be the beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.

                                       67
<PAGE>

         As of December 31, 1999,  1,878,943  shares in the aggregate,  7.13% of
the  outstanding  shares of AARP U.S.  Stock Index Fund were held in the name of
State  Street Bank and Trust  Company,  Custodian  for AARP  Diversified  Income
Portfolio,  One Heritage Drive,  Quincy, MA 02171, which may be deemed to be the
beneficial  owner of certain  of these  shares,  but  disclaims  any  beneficial
ownership therein.

         As of December 31, 1999, 244,625 shares in the aggregate,  8.26% of the
outstanding shares of AARP  International  Growth & Income Fund were held in the
name of State  Street Bank and Trust  Company,  Custodian  for AARP  Diversified
Growth Portfolio,  One Heritage Drive,  Quincy, MA 02171, which may be deemed to
be the beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.

         As of December 31, 1999, 359,439 shares in the aggregate, 10.95% of the
outstanding  shares of AARP  Small  Company  Stock Fund were held in the name of
State  Street Bank and Trust  Company,  Custodian  for AARP  Diversified  Growth
Portfolio,  One Heritage Drive,  Quincy, MA 02171, which may be deemed to be the
beneficial  owner of certain  of these  shares,  but  disclaims  any  beneficial
ownership therein.

         As of December 31, 1999, 336,430 shares in the aggregate,  4.34% of the
outstanding  shares of AARP  Global  Growth  Fund which were held in the name of
State  Street Bank and Trust  Company,  custodian  for AARP  Diversified  Income
Portfolio,  One Heritage Drive,  Quincy, MA 02171, which may be deemed to be the
beneficial  owner of certain  of these  shares,  but  disclaims  any  beneficial
ownership therein.


         To the best of each Trust's knowledge, as of December 31, 1999, no
person owned beneficially more than 5% of any Fund's outstanding shares, except
as stated above.

         As of December  31,  1999,  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,
except as stated above.

                                  REMUNERATION


         Several of the  officers  and Trustees of the Trusts may be officers or
employees of Scudder,  Scudder Service  Corporation,  Scudder Investor Services,
Inc.,  Scudder  Fund  Accounting  Corp.,  or  Scudder  Trust  Company  and  will
participate in the fees received by such entities. No individual affiliated with
AARP will  participate  directly  in any such  fees.  The  Trusts  pay no direct
remuneration to any officer of the Trusts.  However, each of the Trustees who is
not affiliated with Scudder or AARP will be paid by the Trust(s) for which he or
she serves as Trustee.  Until  September  30, 1999,  each of these  unaffiliated
Trustees  received an annual  retainer of $12,000  plus $175 for each  Trustees'
meeting and $80 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 $80 per nominating
committee  meeting,  other than an audit  committee  meeting,  and $125 for each
additional  committee  meeting  attended.  If any such meetings are held jointly
with meetings of one or more mutual funds advised by the Fund Manager, a maximum
fee of $800 for meetings of the Board,  meetings of the unaffiliated  members of
the Board for the purpose of considering  arrangements  between the Fund and the
Fund Manager or any of its affiliates or the audit committees of such Funds, and
$400 for all other committee meetings or meetings of the unaffiliated members of
the Board is paid,  to be divided  equally  among the Funds.  For the year ended
September  30,  1999,  the  Trustees'  fees and  expenses  for the Funds were as
follows:


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


                  AARP Premium Money Fund                               $15,978
                  AARP High Quality Money Fund                          $25,038
                  AARP High Quality Short Term Bond Fund                $26,448
                  AARP GNMA and U.S. Treasury Fund                      $25,988
                  AARP High Quality Tax Free Money Fund                 $27,123
                  AARP Insured Tax Free General Bond Fund               $24,673
                  AARP Balanced Stock and Bond Fund                     $26,172
                  AARP Growth and Income Fund                           $27,611

                                       68
<PAGE>
                                       Fund                            Expense
                                       ----                            -------

                  AARP Bond Fund for Income                             $24,565
                  AARP U.S. Stock Index Fund                            $26,723
                  AARP International Stock Fund                         $27,728
                  AARP Small Company Stock Fund                         $27,423
                  AARP Global Growth Fund                               $25,475
                  AARP Capital Growth Fund                              $27,094
                  AARP Diversified Income and Growth                    $  0.00
                  AARP Diversified Growth                               $  0.00


The  following  table  shows  the  aggregate   compensation   received  by  each
unaffiliated Trustee from each Trust and from all AARP Trusts and other funds in
the Scudder Fund complex for the year ended December 31, 1999.

<TABLE>
<CAPTION>

                                                             AARP                                                   All AARP
                           AARP Cash          AARP         Tax Free            AARP              Paid               Trusts+
                          Investment         Income         Income            Growth          by the Fund          and Scudder
Name                        Funds+           Trust@         Trust#            Trust##           Manager           Fund Complex
- ----                       -------           -------        ------            -------           -------           ------------

<S>                         <C>               <C>           <C>               <C>                 <C>                <C>
Carole L. Anderson          $5,212            $7,617        $ 5,078           $17,949             $0.00              $40,935
                                                                                                                    (16 funds)

Adelaide Attard             $4,892            $7,137        $ 4,758           $16,829             $0.00              $38,375
                                                                                                                    (16 funds)

Robert N. Butler            $4,318            $6,477         $4,318           $15,289             $0.00              $34,855
                                                                                                                    (16 funds)

Edgar R. Fiedler            $4,132            $5,997         $3,998           $14,169             $8,835             $54,495
                                                                                                                    (27 funds)

Eugene P. Forrester         $5,212            $7,617         $5,078           $17,949             $0.00              $40,935
                                                                                                                    (16 funds)

George L. Maddox, Jr.       $5,212            $7,617         $5,078           $17,949             $0.00              $40,935
                                                                                                                    (16 funds)

Robert J. Myers             $4,892            $7,137         $4,758           $16,654             $0.00              $38,200
                                                                                                                    (16 funds)

James H. Schulz             $4,732            $6,897         $4,598           $16,269             $0.00              $37,095
                                                                                                                    (16 funds)

Gordon Shillinglaw          $5,052            $7,377         $5,043           $21,889             $0.00              $44,280
                                                                                                                    (16 funds)

Jean Gleason Stromberg      $5,212            $7,617         $5,078           $17,949             $0.00              $40,935
                                                                                                                    (16 funds)

</TABLE>

+        AARP Cash  Investment  Funds  consists of two Funds:  AARP High Quality
         Money Fund and AARP Premium Money Fund.*

                                       69
<PAGE>

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

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

##       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.*


+        Includes AARP Managed  Investment  Portfolios Trust,  which consists of
         two Funds:  AARP  Diversified  Income with Growth  Portfolio*  and AARP
         Diversified Growth Portfolio.*

*        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 with
         Growth  Portfolio,  and AARP  Diversified  Growth  Portfolio  commenced
         operations  on  February 1, 1997.  AARP  Premium  Money Fund  commenced
         operations on February 1, 1999.



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


         Members of the Board of Trustees of the Managed  Investment  Portfolios
Trust who are employees of the Fund Manager or its affiliates  receive no direct
compensation  from the Trust,  although they are compensated as employees of the
Adviser,  or its  affiliates,  as a  result  of  which  they  may be  deemed  to
participate in fees paid by each Portfolio.



                                   DISTRIBUTOR

         Each of the Trusts has an underwriting  agreement with Scudder Investor
Services,  Inc. (the  "Distributor"),  a Massachusetts  corporation,  which is a
subsidiary of Scudder, a Delaware corporation.  The underwriting  agreements for
all of the Trusts dated September 7, 1998 will remain in effect until August 31,
2000 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.

         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

                                       70
<PAGE>

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  for each Trust  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 the 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


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

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

         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  gains,
regardless  of the  length of time the shares of the Fund have been held by such
shareholders  and

                                       71
<PAGE>

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

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


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


         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

                                       72
<PAGE>

capital losses. An exception to these straddle rules exists for any "qualified
covered call options" on stock written by a Fund.

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

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

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

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

         If a Fund invests in stock of certain foreign investment companies, the
Fund may be subject to U.S.  federal income taxation on a portion of any "excess
distribution"  with respect to, or gain from the disposition of, such stock. The
tax would be determined by allocating such  distribution or gain ratably to each
day of the Fund's  holding  period for the stock.  The  distribution  or gain so
allocated  to any taxable  year of the Fund,  other than the taxable year of the
excess  distribution or  disposition,  would be taxed to the Fund at the highest
ordinary  income  rate in effect  for such  year,  and the tax would be  further
increased by an interest  charge to reflect the value of the tax deferral deemed
to have resulted from the ownership of the foreign  company's  stock. Any amount
of  distribution  or gain allocated to the taxable year of the  distribution  or
disposition  would be included in the Fund's  investment  company taxable income
and, accordingly,  would not be taxable to the Fund to the extent distributed by
the Fund as a dividend to its shareholders.

         A Fund may make an  election  to mark to  market  its  shares  of these
foreign  investment  companies in lieu of being subject to U.S.  federal  income
taxation.  At the end of each taxable year to which the  election  applies,  the
Fund would  report as ordinary  income the amount by which the fair market value
of the  foreign  company's  stock  exceeds  the Fund's  adjusted  basis in these
shares;  any mark to market  losses and any loss from an actual  disposition  of
shares  would  be  deductible  as  ordinary  losses  to the  extent  of any  set
mark-to-market  gains  included  in income  in prior  years.  The  effect of the
election  would be to treat excess  distributions  and gain on  dispositions  as
ordinary  income  which is not subject to a Fund level tax when  distributed  to
shareholders  as a  dividend.  Alternatively,  the Fund may elect to  include as
income  and gain its share of the  ordinary  earnings  and net  capital  gain of
certain  foreign  investment  companies  in lieu of being  taxed  in the  manner
described above.

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

         The AARP Global Growth Fund and the AARP International  Stock Fund each
may qualify for the  election  permitted  under  Section 853 of the Code so that
shareholders may (subject to limitations) be able to claim a credit or

                                       73
<PAGE>

deduction on their federal income tax returns for, and will be required to treat
as part of the amounts distributed to them, their pro rata portion of qualified
taxes paid by the Fund to foreign countries (which taxes relate primarily to
investment income). The Fund may make an election under Section 853 of the Code,
provided that more than 50% of the value of the total assets of the Fund at the
close of the taxable year consists of securities in foreign corporations. The
foreign tax credit available to shareholders is subject to certain limitations
imposed by the Code, except in the case of certain electing individual taxpayers
who have limited creditable foreign taxes and no foreign source income other
than passive investment-type income. Furthermore, the payment of foreign taxes
withheld on dividends if the dividend-paying shares or the shares of the Fund
are held by the Fund or the shareholder, as the case may be, for less than 16
days (46 days in the case of preferred shares) during the 30-day period (90-day
period for preferred shares) beginning 15 days (45 days for preferred shares)
before the shares become ex-dividend. In addition, if the Fund fails to satisfy
these holding period requirements, it cannot elect under Section 853 to pass
through to shareholders the ability to claim a deduction for the related foreign
taxes.

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

         Certain of the debt securities  acquired by the Funds may be treated as
debt  securities  that were  originally  issued at a  discount.  Original  issue
discount  represents  interest for Federal income tax purposes and can generally
be defined as the  difference  between the price at which a security  was issued
and its stated redemption price at maturity. Although no cash income is actually
received by the Funds,  original issue discount earned in a given year generally
is treated for Federal  income tax purposes as income  earned by the Funds,  and
therefore is subject to the distribution requirements of the Code. The amount of
income  earned by the Funds is  determined  on the basis of a constant  yield to
maturity  which takes into account at least  semi-annual  or annual  compounding
(depending on the date of the security) of accrued  interest.  If a Fund invests
in  certain  high  yield   original  issue   discount   obligations   issued  by
corporations,  a  portion  of  the  original  issue  discount  accruing  on  the
obligation  may  be  eligible  for  the  deduction  for  dividends  received  by
corporations.  In such event,  dividends of investment  company  taxable  income
received from the Fund by its corporate shareholders, to the extent attributable
to such portion of accrued  original  issue  discount,  may be eligible for this
deduction for dividends received by corporations if so designated by the Fund in
a written notice to shareholders.

         In addition,  some of the debt securities may be purchased by the Funds
at a discount which exceeds the original issue discount on such debt securities,
if any. This additional  discount  represents market discount for Federal income
tax purposes.  The gain  realized on the  disposition  of many debt  securities,
including  tax-exempt  securities,  having  market  discount  will be treated as
ordinary  income to the extent it does not exceed the accrued market discount on
such debt security. Generally, market discount accrues on a daily basis for each
day the debt  security  is held by the  Funds at a  constant  rate over the time
remaining to the debt security's maturity or, at the election of the Funds, at a
constant yield to maturity which takes into account the semi-annual  compounding
of interest.

         The Funds will be required to report to the  Internal  Revenue  Service
all  distributions of taxable income and capital gains as well as gross proceeds
from the  redemption  or exchange of Fund shares,  except in the case of certain
exempt  shareholders.  All such  distributions  and  proceeds  may be subject to
withholding  of Federal  income tax at the rate of 31% in the case of non-exempt
shareholders  who fail to furnish the Funds with their  taxpayer  identification
numbers and with required  certifications  regarding  their status under Federal
income tax laws.  Withholding  may also be required if a Fund is notified by the
IRS or a  broker  that  the  taxpayer  identification  number  furnished  by the
shareholder is incorrect or that the shareholder has previously failed to report
interest or dividend income. If the withholding  provisions are applicable,  any
such  distributions  or  proceeds,  whether  taken  in  cash  or  reinvested  in
additional  shares,  will be reduced by the  amounts  required  to be  withheld.
Investors may wish to consult their tax advisers about the  applicability of the
backup withholding provisions.

         In addition to Federal taxes,  shareholders of the Funds may be subject
to state and local  taxes on  distributions  from the  Funds.  Under the laws of
certain states,  distributions of investment  company taxable income are taxable
to  shareholders  as dividend  income even though a substantial  portion of such
distributions may be derived from interest on U.S. Government obligations which,
if received  directly by the  resident of such state,  would be exempt from such
state's

                                       74
<PAGE>

income tax. Shareholders should consult their own tax advisers with respect to
the tax status of distributions from the Funds in their own state and
localities.

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

         Special Information Regarding AARP High Quality Tax Free Money Fund and
AARP Insured Tax Free General Bond Fund:  Each of the AARP High Quality Tax Free
Money and AARP  Insured  Tax Free  General  Bond Funds  intend 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 as long-term capital gains
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:
Distributions  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.  Distributions  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 reported as
long-term capital gain by an AARP Managed Investment  Portfolio which invests in
the Fund,  regardless of

                                       75
<PAGE>

how long the Portfolio held the Fund's shares, and are not eligible for the
corporate dividends-received deduction. Upon the sale or other disposition by an
AARP Managed Investment Portfolio of shares of an underlying AARP Mutual Fund,
the Portfolio generally will realize a capital gain or loss which will be
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

         Allocation of brokerage is supervised by the Fund Manager.

         The primary  objective  of the Fund  Manager in placing  orders for the
purchase and sale of securities  for a Fund is to obtain the most  favorable net
results,  taking  into  account  such  factors  as  price,   commission,   where
applicable,  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 (to the extent applicable) through
the  familiarity  of the  Distributor  with  commissions  charged on  comparable
transactions,  as well as by  comparing  commissions  paid by a Fund to reported
commissions paid by others. The Fund Manager routinely reviews commission rates,
execution and  settlement  services  performed  and makes  internal and external
comparisons.

         The Funds' purchases and sales of fixed-income portfolio securities 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 the
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.

         AARP Managed  Investment  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 orders with
broker/dealers who supply brokerage and research services to the Fund Manager or
a Fund.  The  term  "research  services"  includes  advice  as to the  value  of
securities;  the advisability of investing in, purchasing or selling securities;
the  availability  of securities or  purchasers  or sellers of  securities;  and
analyses  and  reports  concerning  issuers,  industries,  securities,  economic
factors and trends, portfolio strategy and the performance of accounts. The Fund
Manager is authorized when placing portfolio transactions,  as applicable, for a
Fund to pay a brokerage  commission in excess of that which another broker might
charge for executing the same  transaction on account of execution  services and
the receipt of research services. The Fund Manager has negotiated  arrangements,
which  are  not  applicable  to most  fixed-income  transactions,  with  certain
broker/dealers  pursuant to which a broker/dealer will provide research services
to the Fund Manager or a Fund in exchange for the  direction by the Fund Manager
of brokerage  transactions to the broker/dealer.  These  arrangements  regarding
receipt of research services  generally apply to equity  transactions.  The Fund
Manager  will  not  place  orders  with  broker/dealers  on the  basis  that the
broker/dealer has or has not sold shares of a Fund. 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 elsewhere.

         To the maximum  extent  feasible,  it is expected that the Fund Manager
will place orders for portfolio transactions through the Distributor, which is a
corporation  registered as a broker-dealer and a subsidiary of the Fund Manager;
the  Distributor  will  place  orders  on  behalf  of the  Funds  with  issuers,
underwriters or other brokers and dealers.  The Distributor will not receive any
commission, fee or other remuneration from the Funds for this service.

         Although certain research services from broker/dealers may be useful to
a Fund and to the Fund Manager,  it is the opinion of the Fund Manager that such
information  only  supplements  the Fund Manager's 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 a Fund,  and not all such  information is used by the

                                       76
<PAGE>

Fund Manager in connection with a Fund. Conversely, such information provided to
the Fund Manager by broker/dealers through whom other clients of the Fund
Manager effect securities transactions may be useful to the Fund Manager in
providing services to a Fund.

         The Trustees review,  from time to time,  whether the recapture for the
benefit of a Fund of some portion of the brokerage  commissions  or similar fees
paid by a Fund on portfolio transactions is legally permissible and advisable.


         For the fiscal years ended  September 30, 1997,  1998 and 1999 the AARP
Growth  and  Income  Fund  paid  total  brokerage   commissions  of  $4,618,820,
$6,932,351 and $5,595,250, respectively. For the fiscal year ended September 30,
1999, $3,428,769 (61.28%) of the total brokerage commissions paid by AARP Growth
and Income Fund resulted from orders for  transactions  placed,  consistent with
the policy of obtaining the most favorable net results, with brokers and dealers
who provided supplementary research information to the Fund or the Fund Manager.
The   amount   of  such   transactions   aggregated   $4,958,748,228   of  which
$2,786,299,794  (56.19% of all brokerage  transactions)  were transactions which
included research  commissions.  The balance of such brokerage was not allocated
to a  particular  broker or dealer with regard to the  above-mentioned  or other
special factors.

         For each year of the fiscal years ended  September  30, 1997,  1998 and
1999 the AARP Capital Growth Fund paid total brokerage  commissions of $734,958,
$1,239,270 and $1,895,753, respectively. For the fiscal year ended September 30,
1999,  $1,529,053  (80.66%)  of the  total  brokerage  commissions  paid by AARP
Capital  Growth Fund resulted from orders for  transactions  placed,  consistent
with the policy of obtaining the most  favorable  net results,  with brokers and
dealers who provided  supplementary research information to the Fund or the Fund
Manager.  The amount of such transactions  aggregated  $2,157,351,250,  of which
$1,721,527,653  (79.80% of all brokerage  transactions)  were transactions which
included research  commissions.  The balance of such brokerage was not allocated
to a  particular  broker or dealer with regard to the  above-mentioned  or other
special factors.

         For each year of the fiscal years ended  September  30, 1997,  1998 and
1999 the AARP  Balanced  Stock  and Bond  Fund  paid  brokerage  commissions  of
$229,436,  $386,854  and  $394,165,  respectively.  For the  fiscal  year  ended
September 30, 1999, $345,984 (87.78%) of the total brokerage commissions paid by
AARP Balanced Stock and Bond Fund resulted from orders for transactions  placed,
consistent  with the policy of obtaining the most  favorable  net results,  with
brokers and dealers who provided  supplementary research information to the Fund
or the Fund Manager. The amount of such transactions aggregated $738,738,024, of
which  $655,744,273  (88.77% of all brokerage  transactions)  were  transactions
which  included  research  commissions.  The balance of such  brokerage  was not
allocated to a particular broker or dealer with regard to the above-mentioned or
other special factors.

         For each year of the fiscal years ended  September  30, 1997,  1998 and
1999, AARP Global Growth Fund paid brokerage  commissions of $180,078,  $209,360
and  $217,428,  respectively.  For the fiscal  year ended  September  30,  1999,
$187,243 (86.12%) of the total brokerage  commissions paid by AARP Global Growth
Fund resulted from orders for transactions placed, consistent with the policy of
obtaining the most favorable net results,  with brokers and dealers who provided
supplementary  research  information to the Fund or the Fund Manager. The amount
of such transactions aggregated  $181,914,752,  of which $157,956,938 (86.83% of
all  brokerage   transactions)   were   transactions   which  included  research
commissions.  The balance of such  brokerage  was not  allocated to a particular
broker or dealer with regard to the above-mentioned or other special factors.

         For the fiscal period  February 1, 1997  (commencement  of  operations)
until September 30, 1997, the AARP Small Company Stock Fund paid total brokerage
commissions  of $37, and for the fiscal years ended  September 30, 1998 and 1999
paid brokerage commissions of $106,149 and $78,436, respectively. For the fiscal
year ended September 30, 1999, $73,784 (94%) of the total brokerage  commissions
paid by AARP Small  Company  Stock Fund  resulted  from orders for  transactions
placed,  consistent with the policy of obtaining the most favorable net results,
with brokers and dealers who provided  supplementary research information to the
Fund  or  the  Fund  Manager.   The  amount  of  such  transactions   aggregated
$67,964,040,  of which $60,424,485  (88.91% of all brokerage  transactions) were
transactions which included research commissions.  The balance of such brokerage
was  not  allocated  to a  particular  broker  or  dealer  with  regard  to  the
above-mentioned or other special factors.

         For the fiscal period  February 1, 1997  (commencement  of  operations)
until September 30, 1997, the AARP International Stock Fund paid total brokerage
commissions  of $74,937,  and for the fiscal years ended  September 30, 1998 and
1999 paid brokerage commissions of $163,064 and $304,427,  respectively. For the
fiscal period ended

                                       77
<PAGE>

September 30, 1999, $250,512 (82.29%) of the total brokerage commissions paid by
AARP International Stock Fund resulted from orders for transactions placed,
consistent with the policy of obtaining the most favorable net results, with
brokers and dealers who provided supplementary research information to the Fund
or the Fund Manager. The amount of such transactions aggregated $166,723,154, of
which $140,174,425 (84.08% of all brokerage transactions) were transactions
which included research commissions. The balance of such brokerage was not
allocated to a particular broker or dealer with regard to the above-mentioned or
other special factors.


Portfolio Turnover


         Each Fund's average annual portfolio  turnover rate is the ratio of the
lesser of sales or  purchases  to the  monthly  average  value of the  portfolio
securities  owned during the year,  excluding all securities  with maturities or
expiration  dates at the time of  acquisition of one year or less. A higher rate
involves greater brokerage and transaction  expenses to a Fund and may result in
the  realization  of net capital gains,  which would be taxable to  shareholders
when distributed.  Purchases and sales are made for a Fund's portfolio  whenever
necessary, in management's opinion, to meet each Fund's objective. The portfolio
turnover rates for the fiscal years ended  September 30, 1997, 1998 and 1999 for
five of the non-money market Funds were: AARP High Quality Short Term Bond Fund,
83.26%,  137.60% and 78.97%;  AARP GNMA and U.S. Treasury Fund, 86.76%,  160.40%
and 245.22%;  AARP Insured Tax Free General Bond Fund,  7.61%,  6.21% and 7.89%;
AARP Growth and Income Fund, 33.40%,  40.19% and 30.41%; and AARP Capital Growth
Fund, 39.04%, 53.18% and 68.10%, all respectively.  The portfolio turnover rates
for the  fiscal  years  ended  September  30,  1997,  1998 and 1999 for the AARP
Balanced Stock and Bond Fund were 26.79%, 56.69% and 47.64%,  respectively.  The
portfolio  turnover rates for AARP Global Growth Fund for the fiscal years ended
September 30, 1997, 1998 and 1999 were 31.34%, 59.15% and 54.76%,  respectively.
The  portfolio  turnover  rates for AARP Bond Fund for Income,  AARP U.S.  Stock
Index Fund, AARP International Stock Fund, and AARP Small Company Stock Fund for
the period February 1, 1997  (commencement  of operations) to September 30, 1997
were 13.69%,  14.52%, 50.73% and 5.01%,  respectively;  and for the fiscal years
ended  September  30,  1998 and 1999 were  130.56%,  1.11%,  75.28%  and  12.4%,
respectively, and 63.90%, 3.56%, 214.14% and 17.42%, respectively.



                                 NET ASSET VALUE

AARP Money Funds

         The net asset  value per share of the Funds is  determined  by  Scudder
Fund Accounting  Corporation 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, Dr. Martin Luther King, Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving,  and Christmas,  and on the preceding Friday or subsequent  Monday
when one of these  holidays  falls on a Saturday  or Sunday,  respectively.  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
valuation of AARP High Quality Money Fund's, AARP Premium Money Fund's, and AARP
High Quality Tax Free Money Fund's portfolio securities is each 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  each Fund  would  receive if it sold the  instrument.  During  periods of
declining interest rates, the quoted yield on shares of each 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 each 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  Money  Fund's,  AARP Premium  Money
Fund's,  and AARP High Quality Tax Free Money Fund's securities  through

                                       78
<PAGE>

receipt of regular reports from the Fund Manager 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 each Fund is computed as of the close
of regular  trading on the Exchange on each day the Exchange is open for trading
(the "Value  Time").  The Exchange is  scheduled  to be closed on the  following
holidays:  New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents Day, Good
Friday,  Memorial Day,  Independence Day, Labor Day, Thanksgiving and Christmas,
and on the  preceding  Friday or  subsequent  Monday when one of these  holidays
falls on a  Saturday  or  Sunday,  respectively.  Net  asset  value per share is
determined  by  dividing  the  value of the  total  assets  of a Fund,  less all
liabilities, by the total number of shares outstanding.

         An  exchange-traded  equity  security is valued at its most recent sale
price on the exchange it is traded as of the Value Time.  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") on such exchange as
of the Value Time. Lacking a Calculated Mean, the security is valued at the most
recent bid quotation.  An equity  security,  which is traded on the Nasdaq Stock
Stock Market,  Inc.  ("Nasdaq")  system,  will be valued at its most recent sale
price on such system as of the Value Time.  Lacking any sales,  the  security is
valued at the most recent bid  quotation  as of the Value Time.  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 if there are sales of
such  security  on such  market as of the Value  Time.  Lacking  any sales,  the
security is valued at the Calculated  Mean quotation for such security as of the
Value Time.  Lacking a Calculated Mean quotation,  the security is valued at the
most recent bid quotation as of the Value Time.

         Debt  securities,  other than money market  instruments,  are valued at
prices  supplied by the Fund's  pricing  agent(s)  which  reflect  broker/dealer
supplied  valuations and electronic  data  processing  techniques.  Money market
instruments  with an  original  maturity  of sixty days or less  maturing at par
shall be valued at amortized cost, which the Board believes  approximates market
value.  If it is not possible to value a particular  debt  security  pursuant to
these  valuation  methods,  the value of such  security  is the most  recent bid
quotation supplied by a bona fide marketmaker.  If it is not possible to value a
particular  debt security  pursuant to the above  methods,  the Fund Manager 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
determine  net  asset  value  after  the  order to  purchase  shares  of an AARP
underlying fund is placed by the Portfolios.

         If, in the opinion of each Trust'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
<PAGE>

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 highlights of each Fund included in the Funds' Prospectus
and the  Financial  Statements  incorporated  by reference in this  Statement of
Additional  Information  have been so included or  incorporated  by reference in
reliance  on the  report of  PricewaterhouseCoopers  LLP,  160  Federal  Street,
Boston, Massachusetts 02110, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.  .  PricewaterhouseCoopers  LLP
audits the financial statements of each P Fund and provides other audit,tax, and
related services.


Shareholder Indemnification

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

Ratings of Corporate Bonds

         The three highest  ratings of Moody's for  corporate  bonds are Aaa, Aa
and A. Bonds  rated Aaa are judged by Moody's to be of the best  quality.  Bonds
rated Aa are judged to be of high quality by all  standards.  Together  with the
Aaa ratings 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
Standard and Poor's  Corporation 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

                                       80
<PAGE>


inherent in certain areas; (3) evaluation of the issuer's products in relation
to competition and customer acceptance; (4) liquidity; (5) amount and quality of
long-term debt; 6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of obligations which may be present or may
arise as a result of public interest questions and preparations to meet such
obligations.

         Prime-2  ratings are assigned by Moody's to  commercial  paper  issuers
which have a strong capacity for meeting their  obligations in a timely fashion.
However,  their financial,  economic and managerial capacities will be less than
that of Prime-1 borrowers.  Financial characteristics such as earnings, coverage
ratios and  capitalization  will be more affected by external  economic  factors
than Prime-1 borrowers. Liquidity is still believed to be ample.

         The two highest  ratings of S&P for  commercial  paper are A-1 and A-2.
Commercial  paper rated A-1 or better by S&P has the following  characteristics:
Liquidity ratios are adequate to meet cash  requirements;  long-term senior debt
is rated A or better,  although in some cases BBB  credits  may be allowed;  the
issuer  has  access to at least two  additional  channels  of  borrowing;  basic
earnings  and cash flow have an upward  trend with  allowance  made for  unusual
circumstances;  typically,  the issuer's  industry is well  established  and the
issuer has a strong position within the industry; the reliability and quality of
management are unquestioned.

         S&P will  assign an A-2  rating to the  commercial  paper of  companies
which have the  capacity  for timely  payment on issues.  However,  the relative
degree of safety is less than for issuers rated A-1.

Ratings of Municipal Bonds

         The three highest  ratings of Moody's for municipal  bonds are Aaa, Aa,
and A. Bonds  rated Aaa are judged by Moody's to be of the best  quality.  Bonds
rated Aa are judged to be of high quality by all  standards.  Together  with the
Aaa group, they comprise what are generally known as high-grade  bonds.  Moody's
states  that Aa bonds are rated  lower  than the best bonds  because  margins of
protection or other elements make long-term  risks appear  somewhat  larger than
for Aaa municipal  bonds.  Municipal  bonds which are rated A by Moody's possess
many favorable  investment  attributes  and are  considered  "upper medium grade
obligations."  Factors  giving  security to  principal  and  interest of A rated
municipal  bonds are  considered  adequate,  but elements  may be present  which
suggest a susceptibility to impairment sometime in the future.

         The three highest  ratings of S&P for municipal  bonds are AAA (Prime),
AA  (High-grade),  and A (Good grade).  Bonds rated AAA have the highest  rating
assigned by S&P to a municipal  obligation.  Capacity to pay  interest and repay
principal is extremely strong. Bonds rated AA have a very strong capacity to pay
interest and repay  principal and differ from the highest rated issues only in a
small  degree.  Bonds  rated  A have a  strong  capacity  to pay  principal  and
interest,  although  they are  somewhat  susceptible  to the adverse  effects of
changes in circumstances and economic conditions.

         Moody's  ratings for  municipal  notes and other  short-term  loans are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences  between short-term and long-term credit risk. Loans bearing the
designation  MIG1  are  of the  best  quality,  enjoying  strong  protection  by
establishing  cash  flows of Funds for their  servicing  or by  established  and
broad-based  access to the market for  refinancing,  or both.  Loans bearing the
designation MIG2 are of high quality,  with margins of protection ample although
not as large as in the preceding group.

         S&P's  top  ratings  for  municipal   notes  are  SP-1  and  SP-2.  The
designation SP-1 indicates a very strong capacity to pay principal and interest.
A "+" is added  for those  issues  determined  to  possess  overwhelming  safety
characteristics.  An "SP-2" designation indicates a satisfactory capacity to pay
principal and interest.

         The ratings F-1+ and F-1 are the two highest ratings  assigned by Fitch
Investors  Service.  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.

                                       81
<PAGE>

Other Information

         Each AARP Fund has a fiscal year ending on September 30.

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

         Portfolio  securities  of the AARP Funds (except the AARP Global Growth
Fund and the AARP International  Stock Fund) are held separately,  pursuant to a
custodian  agreement 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 the AARP
Global  Growth Fund and the AARP  International  Stock Fund,  by Brown  Brothers
Harriman & Co. of Boston as Custodian.

         The firm of Dechert Price & Rhoads is legal counsel for the Trusts.

         The Trusts also have a  shareholder  servicing  agreement  with Scudder
Service  Corporation  ("SSC"), a subsidiary of the Fund Manager.  As shareholder
servicing agent, SSC provides various transfer agent,  dividend disbursing,  and
shareholder  communication  functions. The amount charged to each Fund by SSC is
shown in the table below,  and is included in "Services to  shareholders" in the
Statements of Operations in the Financial Statements.



For the period ended  September 30 the amounts  charged by SSC to the Funds were
as follows:
<TABLE>
<CAPTION>


                                                    1999 Amount       Total SSC       1998 Amount     1997 Amount
                                                    Charged to        Unpaid at       Charged to      Charged to
                      Fund                        Fund by SSC(a)    September 30,   Fund by SSC(b)  Fund by SSC(c)
                                                                        1999*
- ------------------------------------------------- ---------------- ---------------- --------------------------------
<S>                                                 <C>                <C>            <C>             <C>
AARP High Quality Money Fund                        $1,441,810         $ 82,459       $1,468,693      $1,505,677
AARP High Quality Tax Free Money Fund                  195,011           12,068          223,127         256,965
AARP Premium Money Fund (d)                             77,787          77,614          --               --
AARP GNMA and U.S. Treasury Fund                     6,524,199          459,993        6,193,111       6,732,169
AARP High Quality Short Term Bond Fund               1,014,444           57,602        1,289,889       1,455,652
AARP Insured Tax Free General Bond Fund              1,990,200          157,566        1,592,232       1,741,482
AARP Bond Fund for Income                              302,284          202,937          --              --
AARP Balanced Stock and Bond Fund                    1,700,543          100,735        1,791,697       1,357,972
AARP Growth and Income Fund                         10,441,357          763,636        8,952,348       6,853,761

                                       82
<PAGE>

AARP U.S. Stock Index Fund                             851,528          345,031          --              --
AARP Capital Growth Fund                             2,823,393          211,407        2,369,216       1,889,072
AARP Small Company Stock Fund                          327,749           12,364          435,353          93,491
AARP Global Growth Fund                                477,014           25,187          600,827         558,504
AARP International Stock Fund                          124,308           80,236          150,764         --

</TABLE>

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


(a)      SSC did not impose any or a portion of its fee for the AARP Premium
         Money Fund, amounting to $$10,442.

(b)      SSC did not impose any or a portion of its fee for the AARP Bond Fund
         for Income and AARP U.S. Stock Index Fund, amounting to $241,377 and
         $185,110, respectively.

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

(d)      AARP Premium Money Fund commenced operations on February 1, 1999.

         Scudder Fund Accounting  Corporation ("SFAC"), a subsidiary of the Fund
Manager,  Two  International  Place,  Boston,   Massachusetts,   02110-4103,  is
responsible  for determining the daily net asset value per share and maintaining
the portfolio  and general  accounting  records of the Funds.  AARP High Quality
Money Fund,  AARP Premium 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 Tax Free
General Bond Fund pays Scudder Fund  Accounting an annual fee equal to 0.024% on
the first $150  million of average  daily net assets,  0.0070% on such assets in
excess of $150  million up to and  including  $1  billion,  and  0.0040% of such
assets in excess of $1 billion,  plus holding and  transaction  charges for this
service.  AARP High Quality  Short Term Bond Fund,  AARP GNMA and U.S.  Treasury
Fund and AARP Bond Fund for Income each pay Scudder  Fund  Accounting  an annual
fee equal to 0.025% of the first  $150  million  of  average  daily net  assets,
0.0075% of such assets in excess of $150 million up to and including $1 billion,
and 0.0045% of such assets in excess of $1 billion, plus holding and transaction
charges for this  service.  AARP Balanced  Stock and Bond Fund,  AARP Growth and
Income Fund, AARP U.S. Stock Index Fund, AARP Capital Growth Fund and AARP Small
Company  Stock  Fund each pay  Scudder  Fund  Accounting  an annual fee equal to
0.025% on the first $150  million of average  daily net assets,  0.0075% of such
assets in excess of $150 million up to and including $1 billion,  and 0.0045% of
such assets in excess of $1 billion,  plus holding and transaction charges. AARP
Global  Growth Fund and Scudder  International  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.

         The amount  charged  to each Fund by SFAC is shown in the table  below,
and is  included  in  "Custodian  and  accounting  fees"  in the  Statements  of
Operations in the Financial Statements.

<TABLE>
<CAPTION>

                                                    1999 Amount      Total SFAC        1998 Amount       1997 Amount
                                                    Charged to        Unpaid at         Charged to       Charged to
                      Fund                            Fund by       September 30,        Fund by          Fund by
                                                     SFAC(a)            1999*             SFAC(b)          SFAC(c)
- ------------------------------------------------- ---------------- ---------------- ---------------- -----------------
<S>                                                   <C>               <C>             <C>               <C>
AARP High Quality Money Fund                          $ 57,539          $ 4,313         $ 55,805          $ 54,052
AARP High Quality Tax Free Money Fund                   32,500            5,000           30,000            30,023
AARP Premium Money Fund(d)                              17,516           17,516             --                --
AARP GNMA and U.S. Treasury Fund                       628,816           55,381          511,379           480,845

                                       83
<PAGE>

AARP High Quality Short Term Bond Fund                  62,354            5,493           67,802            82,859
AARP Insured Tax Free General Bond Fund                160,181           12,738          160,713           162,915
AARP Bond Fund for Income                               53,828           35,749               --          --
AARP Balanced Stock and Bond Fund                      108,991            8,515          113,887            95,386
AARP Growth and Income Fund                            383,063           30,065          406,629           323,033
AARP U.S. Stock Index Fund                             150,160           79,160               --          --
AARP Capital Growth Fund                               144,450           12,214          129,318           110,317
AARP Small Company Stock Fund                           42,175            2,861           50,709            25,445
AARP Global Growth Fund                                127,248           10,528          128,117            95,221
AARP International Stock Fund                           50,317              797           55,689          --
</TABLE>

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

(a)      SFAC did not impose any or a portion of its fee for the AARP Premium
         Money Fund, amounting to $2,449.

(b)      SFAC did not impose any or a portion of its fee for the AARP Bond Fund
         for Income and AARP U.S. Stock Index Fund, amounting to $41,412 and
         $91,841, respectively.

(c)      SFAC did not impose any or a portion of its fee for the AARP Bond Fund
         for Income, AARP U.S. Stock Index Fund, AARP Small Company Stock Fund,
         and AARP International Stock Fund, amounting to $25,000, $73,071,
         $6,725, and $33,333, respectively.

(d)      AARP Premium Money Fund commenced operations on February 1, 1999.


         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.

         Each Trust is located at Two International Place, Boston, Massachusetts
02110-4103  (telephone:  1-800-253-2277).  Each  Trust has  filed  with the U.S.
Securities  and Exchange  Commission,  Washington,  D.C.  20549,  a Registration
Statement  under the  Securities  Act of 1933,  as amended,  with respect to the
shares of the Funds offered by the Prospectus. The Prospectus and this Statement
of Additional Information do not contain all of the information set forth in the
Registration  Statements,  certain parts of which are omitted in accordance with
Rules and Regulations of the SEC. The  Registration  Statements may be inspected
at the principal office of the SEC at 450 Fifth Street, N.W.,  Washington,  D.C.
and copies of the  Registration  Statements  may be obtained  from the SEC for a
fee.

Tax-Exempt Income vs. Taxable Income

         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 below for more examples.

                                       84
<PAGE>

         The following  table  illustrates  comparative  yields from taxable and
tax-exempt  obligations  under  federal  income tax rates in effect for the 1999
calendar year.
<TABLE>
<CAPTION>

1999 Taxable Income                             To Equal Hypothetical Tax-Free Yields of 5%, 7%
Brackets+                                      and 9%, a Taxable Investment Would Have To Earn**

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

<S>                               <C>               <C>               <C>              <C>
$0 - $25,750                      15.0%             5.88%             8.24%            10.59%
$25,751 - $62,450                 28.0              6.94              9.72             12.5
$62,451 - $130,250                31.0              7.25             10.14             13.04
$130,251 - $283,150               36.0              7.81             10.94             14.06
Over $283,150                     39.6              8.28             11.59             14.9

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

$0 - $43,050                      15.0%             5.88%             8.24%            10.59%
$43,051 - $104,050                28.0              6.94              9.72             12.5
$104,051 - $158,550               31.0              7.25             10.14             13.04
$158,551 - $283,150               36.0              7.81             10.94             14.06
Over $283,150                     39.6              8.28             11.59             14.9

</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 tax
         rates do not take into account the effects of (i) a reduction in the
         deductibility of itemized deductions for taxpayers whose federal
         adjusted gross income exceeds $124,500 ($62,250 in the case of a
         married individual filing a separate return), or (ii) the gradual
         phase-out of the personal exemption amount for taxpayers whose federal
         adjusted gross income exceeds $124,500 (for single individuals) or
         $186,800 (for married individuals filing jointly). The effective
         federal tax rates and equivalent yields for such taxpayers would be
         higher than those shown above.

+        This illustration is based on estimated break points using the Internal
         Revenue Service's formula.

Example:*

         Based on 1999 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 an AARP Fund will achieve a specific  yield.
While  most of the  income  distributed  to the  shareholders  of the AARP  High
Quality Tax Free Money Fund and the AARP Insured Tax Free General Bond Fund will
be exempt from  federal  income  taxes,  portions of such  distributions  may be
subject  to  federal  income  taxes and may also be  subject  to state and local
taxes.

*        Net amount subject to federal income tax after deductions and
         exemptions, exclusive of the federal alternative minimum tax.

                              FINANCIAL STATEMENTS

                                       85
<PAGE>

         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 in this SAI.

                                       86

<PAGE>

                                 AARP INCOME TRUST
                       AARP HIGH QUALITY SHORT TERM BOND FUND
                          AARP GNMA AND U.S. TREASURY FUND
                             AARP BOND FUND FOR INCOME

                             PART C. OTHER INFORMATION
<TABLE>
<CAPTION>

   Item 23.      Exhibits.
   --------      ---------
                    <S>          <C>         <C>
                    (a)          (a)(1)     Amended and Restated Declaration of Trust dated September 13, 1996.
                                            (Previously filed as Exhibit 2(a)(4) to Post-Effective Amendment No. 20 to
                                            the Registration Statement).

                    (b)          (b)(1)     By-laws of the Registrant as amended March 17, 1993. (Previously filed as
                                            Exhibit 2(a)(2) to Post-Effective Amendment No. 25 to the Registration
                                            Statement)

                                 (b)(2)     Certificate as to Resolution of Board Members dated June 24, 1996 amending
                                            By-Laws of the Registrant dated March 17, 1993. (Previously filed as Exhibit
                                            2(a)(3) to Post-Effective Amendment No. 20 to the Registration Statement)

                    (c)          (c)(1)     Establishment of Series dated November 27, 1984. (Previously filed as
                                            Exhibit 1(b)(1) to Post-Effective Amendment No. 25 to the Registration
                                            Statement)

                                 (c)(2)     Redesignation of Series dated March 28, 1990. (Previously filed as Exhibit
                                            1(b)(2) to Post-Effective Amendment No. 25 to the Registration Statement)

                                 (c)(3)     Establishment and Designation of Series of Beneficial Interest dated
                                            November 12, 1996. (Previously filed as Exhibit 1(b)(3) to Post-Effective
                                            Amendment No. 20 to the Registration Statement)

                    (d)          (d)(1)     Investment Management Agreement between the Registrant and Scudder Kemper
                                            Investments, Inc. dated September 7, 1998. (Previously filed as Exhibit
                                            (d)(5) to Post-Effective Amendment No. 26 to the Registration Statement)

                                 (d)(2)     Subadvisory Agreement among AARP/Scudder Financial Management Company,
                                            Scudder, Stevens & Clark, Inc., the Registrant, AARP Growth Trust and AARP
                                            Insured Tax Free Income Trust dated December 16, 1985. (Previously filed as
                                            Exhibit (d)(6) to Post-Effective Amendment No. 26 to the Registration
                                            Statement)

                    (e)          (e)(1)     Underwriting Agreement between the Registrant and Scudder Fund Distributors,
                                            Inc. dated September 7, 1998. (Previously filed as Exhibit (e)(2) to
                                            Post-Effective Amendment No. 26 to the Registration Statement)

                    (f)                     Inapplicable.

                    (g)          (g)(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. 25 to the Registration Statement)

                                 (g)(2)     Fee Schedule for Exhibit (g)(1). (Previously filed as Exhibit 8(a)(2) to
                                            Post-

                                       2
<PAGE>

                                            Effective Amendment No. 25 to the Registration Statement)

                                 (g)(3)     Amendment dated July 29, 1985 to the Custodian Contract 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. 25 to
                                            the Registration Statement)


                                 (g)(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)(5) to Post-Effective Amendment No. 25 to
                                            the Registration Statement)

                                 (g)(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)(6) to Post-Effective Amendment No. 25 to
                                            the Registration Statement)

                                 (g)(6)     Amendment dated March 3, 1999 to Custodian Agreement between the Registrant
                                            and State Street Bank and Trust Company dated November 30, 1984.
                                            (Incorporated by reference to Post-Effective Amendment No.  28 to the
                                            Registration Statement)

                                 (g)(7)     Form of revised fee schedule for Exhibit (g)(1). (Previously filed as
                                            Exhibit 8(a)(7) to Post-Effective Amendment No. 18 to the Registration
                                            Statement)

                    (h)          (h)(1)     Transfer Agency and Service Agreement between the Registrant and Scudder
                                            Service Corporation dated October 2, 1989. (Previously filed as Exhibit 9(a)
                                            to Post-Effective Amendment No. 25 to the Registration Statement)

                                 (h)(2)     Amendment dated February 1, 1999 to the Transfer Agency and Service
                                            Agreement between the Registrant and Scudder Service Corporation (Previously
                                            filed as Exhibit (h)(2) to Post-Effective Amendment No. 27 to the
                                            Registration Statement)

                                 (h)(3)     Fee schedule to the Transfer Agency between the Registrant and Scudder
                                            Service Corporation dated February 1, 1999 (Previously filed as Exhibit
                                            (h)(3) to Post-Effective Amendment No. 27 to the Registration Statement)


                                 (h)(4)     Member Services Agreement among AARP Financial Services Corp. and Scudder
                                            Kemper Investments, Inc. dated September 7, 1998. (Previously filed as
                                            Exhibit (h)(4) to Post-Effective Amendment No. 26 to the Registration
                                            Statement)

                                 (h)(5)     Service Mark License Agreement among Scudder, Stevens & Clark, American
                                            Association of Retired Persons, the Registrant, AARP Cash Investment Trust,
                                            AARP Growth 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)

                                 (h)(6)     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. 25 to the Registration Statement)

                                       3
<PAGE>

                                 (h)(7)     Fund Accounting Services Agreement between the Registrant, on behalf of AARP
                                            GNMA and U.S. Treasury Fund and Scudder Fund Accounting Corporation dated
                                            November 10, 1995. (Previously filed as Exhibit 9(e) to Post-Effective
                                            Amendment No. 18 to the Registration Statement).

                                 (h)(8)     Fund Accounting Services Agreement between the Registrant, on behalf of AARP
                                            High Quality Bond Fund and Scudder Fund Accounting Corporation dated October
                                            10, 1995. (Previously filed as Exhibit 9(f) to Post-Effective Amendment No.
                                            18 to the Registration Statement).

                                 (h)(9)     Fund Accounting Services Agreement between the Registrant, on behalf of AARP
                                            Bond Fund for Income and Scudder Fund Accounting Corporation dated February
                                            1, 1997 (Previously filed as Exhibit (h)(9) to Post-Effective Amendment No.
                                            27 to the Registration Statement)

                    (i)                     Legal Opinion and Consent of Counsel; filed herein

                    (j)                     Consent of Independent Auditors; filed herein

                    (k)                     Inapplicable

                    (l)                     Inapplicable

                    (m)                     Inapplicable

                    (n)                     Inapplicable

                    (o)                     Inapplicable
</TABLE>



Power of Attorney for Adelaide Attard, Robert N. Butler, Edgar R. Fiedler,
Eugene P. Forrester, George L. Maddox, Jr., and Robert J. Myers is incorporated
by reference to the Signature Page of Post-Effective Amendment No. 9.

Power of Attorney for Carol Lewis Anderson and Linda C. Coughlin is incorporated
by reference to the Signature Page of Post-Effective Amendment No. 17 to the
Registration Statement.

Power of Attorney for James H. Schultz and Gordon Shillinglaw is incorporated by
reference to the Signature Pages of Post-Effective Amendment No. 20 to the
Registration Statement.

Power of Attorney for Esther Canja is incorporated by reference to the Signature
Pages of Post-Effective Amendment
No. 21 to the Registration Statement.

Power of Attorney for Jean Gleason Stromberg is incorporated by reference to the
Signature Page of Post-Effective Amendment No. 24 to the Registration Statement.

Item 24.          Persons Controlled by or under Common Control with Fund.
- --------          --------------------------------------------------------

                  None

Item 25.          Indemnification.
- --------          ----------------

                                       4
<PAGE>

                  A policy of insurance covering Scudder Kemper Investments,
                  Inc., its subsidiaries including Scudder Investor Services,
                  Inc., and all of the registered investment companies advised
                  by Scudder Kemper Investments, 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 the 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. The indemnification and reimbursement required
                  by the preceding sentence shall be made only out of the assets
                  of the one or more Series of which the Shareholder who is
                  entitled to indemnification or reimbursement was a Shareholder
                  at the time the act or event occurred which gave rise to the
                  claim against or liability of said Shareholder. The rights
                  accruing to a Shareholder under this Section 4.1 shall not
                  impair 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, or agent thereof for any action or failure
                  to act (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.

                  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, administrative 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, a Series
                  thereof, or the Shareholders by reason of a final adjudication
                  by a court or other body before which a proceeding was brought
                  that he engaged in

                                       5
<PAGE>

                  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) or (b)(ii) 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 insure
                           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 may 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 other 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.

                           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 26.          Business and Other Connections of Investment Adviser
- --------          ----------------------------------------------------

                  Scudder Kemper Investments, Inc. 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 26.

                                       6
<PAGE>
<TABLE>
<CAPTION>

                           Business and Other Connections of Board
           Name            of Directors of Registrant's Adviser
           ----            ------------------------------------
<S>                        <C>
Stephen R. Beckwith        Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
                           Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
                           Director and President, Scudder Realty Holdings Corporation*
                           Director, Scudder Stevens & Clark Corporation**
                           Director and Chairman, Scudder Defined Contribution Services, Inc.**
                           Director and President, Scudder Capital Asset Corporation**
                           Director and President, Scudder Capital Stock Corporation**
                           Director and President, Scudder Capital Planning Corporation**
                           Director and President, SS&C Investment Corporation**
                           Director and President, SIS Investment Corporation**
                           Director and President, SRV Investment Corporation**

Lynn S. Birdsong           Director and Vice President, Scudder Kemper Investments, Inc.**
                           Director, Scudder, Stevens & Clark (Luxembourg) S.A.#

William H. Bolinder        Director, Scudder Kemper Investments, Inc.**
                           Member, Group Executive Board, Zurich Financial Services, Inc.##
                           Chairman, Zurich-American Insurance Company o

Laurence W. Cheng          Director, Scudder Kemper Investments, Inc.**
                           Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
                           Director, ZKI Holding Corporation xx

Gunther Gose               Director, Scudder Kemper Investments, Inc.**
                           CFO and Member, Group Executive Board, Zurich Financial Services, Inc.##
                           CEO/Branch Offices, Zurich Life Insurance Company##

Rolf Huppi                 Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
                           Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
                           Director, Chairman of the Board, Zurich Holding Company of America o
                           Director, ZKI Holding Corporation xx

Kathryn L. Quirk           Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
                                 Investments, Inc.**
                           Director, Senior Vice President & Assistant Clerk, Scudder Investor Services, Inc.*
                           Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
                           Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
                           Director & Assistant Clerk, Scudder Service Corporation*
                           Director, SFA, Inc.*
                           Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
                           Director, Scudder, Stevens & Clark Japan, Inc.***
                           Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
                           Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
                           Director, Vice President and Secretary, Scudder Realty Advisers, Inc. x
                           Director and Secretary, Scudder, Stevens & Clark Corporation**
                           Director and Secretary, Scudder, Stevens & Clark Overseas Corporation oo
                           Director and Secretary, SFA, Inc.*
                           Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
                           Director, Vice President and Secretary, Scudder Capital Asset Corporation**
                           Director, Vice President and Secretary, Scudder Capital Stock Corporation**
                           Director, Vice President and Secretary, Scudder Capital Planning Corporation**

                                       7
<PAGE>

                           Director, Vice President and Secretary, SS&C Investment Corporation**
                           Director, Vice President and Secretary, SIS Investment Corporation**
                           Director, Vice President and Secretary, SRV Investment Corporation**
                           Director, Vice President and Secretary, Scudder Brokerage Services, Inc.*
                           Director, Korea Bond Fund Management Co., Ltd.+

Cornelia M. Small          Director and Vice President, Scudder Kemper Investments, Inc.**

Edmond D. Villani          Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
                           Director, Scudder, Stevens & Clark Japan, Inc.###
                           President and Director, Scudder, Stevens & Clark Overseas Corporation oo
                           President and Director, Scudder, Stevens & Clark Corporation**
                           Director, Scudder Realty Advisors, Inc.x
                           Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
</TABLE>

         *        Two International Place, Boston, MA
         x        333 South Hope Street, Los Angeles, CA
         **       345 Park Avenue, New York, NY
         #        Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
                  Luxembourg B 34.564
         ***      Toronto, Ontario, Canada
         oo       20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
         ###      1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
         xx       222 S. Riverside, Chicago, IL
         o        Zurich Towers, 1400 American Ln., Schaumburg, IL
         ##       Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland

Item 27.          Principal Underwriters.
- --------          -----------------------

         (a)

         Scudder Investor Services, Inc. acts as principal underwriter of the
         Registrant's shares and also acts as principal underwriter for other
         funds managed by Scudder Kemper Investments, Inc.

         (b)

         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>

         (1)                               (2)                                     (3)

         Name and Principal                Positions and Offices with              Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------

         <S>                               <C>                                     <C>
         Lynn S. Birdsong                  Senior Vice President                   None
         345 Park Avenue
         New York, NY 10154

         Mark S. Casady                    Director, President and Assistant       None
         Two International Place           Treasurer
         Boston, MA  02110

                                       8
<PAGE>
         Name and Principal                Positions and Offices with              Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------

         Linda Coughlin                    Director and Senior Vice President      Chairperson 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 and Assistant     None
         345 Park Avenue                   Clerk
         New York, NY  10154

         Philip S. Fortuna                 Vice President                          None
         101 California Street
         San Francisco, CA 94111

         William F. Glavin                 Vice President                          Vice President
         Two International Place
         Boston, MA 02110

         Margaret D. Hadzima               Assistant Treasurer                     None
         Two International Place
         Boston, MA  02110

         John Hebble                       Assistant Treasurer                     Treasurer
         Two International Place
         Boston, MA 02110

         James J. McGovern                 Chief Financial Officer and Treasurer   None
         345 Park Avenue
         New York, NY  10154

         Lorie C. O'Malley                 Vice President                          None
         Two International Place
         Boston, MA 02110

         Caroline Pearson                  Clerk                                   None
         Two International Place
         Boston, MA 02110

         Kathryn L. Quirk                  Director, Senior Vice President, Chief  Vice President and Secretary
         345 Park Avenue                   Legal Officer and Assistant Clerk
         New York, NY  10154

         Robert A. Rudell                  Director and Vice President             None
         Two International Place
         Boston, MA 02110

         William M. Thomas                 Vice President                          None
         Two International Place
         Boston, MA 02110

                                       9
<PAGE>
         Name and Principal                Positions and Offices with              Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------

         Benjamin Thorndike                Vice President                          None
         Two International Place
         Boston, MA 02110

         Linda J. Wondrack                 Vice President and Chief Compliance     None
         Two International Place           Officer
         Boston, MA  02110
</TABLE>


         (c)
<TABLE>
<CAPTION>

                     (1)                     (2)                 (3)                 (4)                 (5)
                                       Net Underwriting    Compensation on
              Name of Principal         Discounts and         Redemption          Brokerage              Other
                 Underwriter             Commissions        and Repurchase       Commissions         Compensation
                 -----------             -----------        --------------       -----------         ------------
               <S>                           <C>                 <C>                 <C>                <C>
               Scudder Investor              None                None                None               None
                Services, Inc.
</TABLE>

Item 28.          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 Kemper
                  Investments Inc.., Two International Place, Boston, MA
                  02110-4103. Records relating to the duties of the Registrant's
                  custodian are maintained by State Street Bank and Trust
                  Company, Heritage Drive, North Quincy, Massachusetts. Records
                  relating to the duties of the Registrant's transfer agent are
                  maintained by Scudder Service Corporation, Two International
                  Place, Boston, Massachusetts.

Item 29.          Management Services.
- --------          --------------------

                  Inapplicable.

Item 30.          Undertakings.
- --------          -------------

                  Inapplicable.


                                       10
<PAGE>
                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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
28th day of January, 2000.


                                                  AARP INCOME TRUST

                                              By  /s/ John Millette
                                                  ------------------------------
                                                  John Millette, Vice President
                                                  and 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>
<CAPTION>

SIGNATURE                                   TITLE                                        DATE
- ---------                                   -----                                        ----

<S>                                         <C>                                          <C>
/s/ Linda C. Coughlin
- --------------------------------------
Linda C. Coughlin*                          Chairperson and Trustee                      January 28, 2000

/s/ Carole Lewis Anderson
- --------------------------------------
Carole Lewis Anderson*                      Trustee                                      January 28, 2000

/s/ Adelaide Attard
- --------------------------------------
Adelaide Attard*                            Trustee                                      January 28, 2000

/s/ Robert N. Butler
- --------------------------------------
Robert N. Butler*                           Trustee                                      January 28, 2000

/s/ Esther Canja
- --------------------------------------
Esther Canja*                               Trustee                                      January 28, 2000

/s/ Edgar R. Fiedler
- --------------------------------------
Edgar R. Fiedler*                           Trustee                                      January 28, 2000

/s/ Eugene P. Forrester
- --------------------------------------
Eugene P. Forrester*                        Trustee                                      January 28, 2000

/s/ George L. Maddox, Jr.
- --------------------------------------
George L. Maddox, Jr.*                      Trustee                                      January 28, 2000

/s/ Robert J. Myers
- --------------------------------------
Robert J. Myers*                            Trustee                                      January 28, 2000

/s/ James H. Schulz
- --------------------------------------
James H. Schulz*                            Trustee                                      January 28, 2000

/s/ Gordon Shillinglaw
- --------------------------------------
Gordon Shillinglaw*                         Trustee                                      January 28, 2000


- --------------------------------------
Jean Gleason Stromberg                      Trustee                                      January 28, 2000

<PAGE>

SIGNATURE                                   TITLE                                        DATE
- ---------                                   -----                                        ----

/s/ John R. Hebble
- --------------------------------------
John R. Hebble                              Treasurer                                    January 28, 2000
</TABLE>



*By      /s/ John Millette
         ---------------------------------------------------
         John Millette
         Attorney-in-fact pursuant to the powers of attorney
         Attorney-in-fact pursuant to the powers of attorney
         for Linda C. Coughlin, Carole Lewis Anderson,
         Adelaide Attard, Robert N. Butler, Esther Canja,
         Edgar R. Fiedler, Eugene P. Forrester, George L.
         Maddox, Jr., Robert J. Myers, James H. Schulz and
         Gordon Shillinglaw contained in Post-Effective
         Amendment No. 28 to the Registration Statement,
         filed on November 26, 1999.



                                        2
<PAGE>


                                                               File No. 2-91577
                                                               File No. 811-4049


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM N-1A

                         POST-EFFECTIVE AMENDMENT NO. 29
                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 31

                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940



                                AARP INCOME TRUST

                                     <PAGE>


                                AARP INCOME TRUST

                                  EXHIBIT INDEX


                                   Exhibit (i)
                                   Exhibit (j)







                                 Law Offices of
                             Dechert Price & Rhoads
                          Ten Post Office Square South
                              Boston, MA 02109-4603

                            TELEPHONE: (617) 728-7100
                               FAX: (617) 426-6567

                                January 21, 2000

AARP Income Trust
Two International Place
Boston, MA 02110-4103

          Re:  Post-Effective Amendment No. 29 to the Registration Statement on
               Form N-1A (SEC File No. 2-91577)

Ladies and Gentlemen:

                  AARP Income Trust (the "Trust") is a trust created under a
written Declaration of Trust dated June 8, 1984. The Declaration of Trust, as
amended from time to time, is referred to as the "Declaration of Trust." The
beneficial interest under the Declaration of Trust is represented by
transferable shares with a par value of $.01 per share (the "Shares"). The
Trustees have the powers set forth in the Declaration of Trust, subject to the
terms, provisions and conditions therein provided.

                  We are of the opinion that all legal requirements have been
complied with in the creation of the Trust and that said Declaration of Trust is
legal and valid.

                  Under Article V, Section 5.4 of the Declaration of Trust, the
Trustees are empowered, in their discretion, from time to time, to issue Shares
for such amount and type of consideration, at such time or times and on such
terms as the Trustees may deem best. Under Article V, Section 5.1, it is
provided that the number of Shares authorized to be issued under the Declaration
of Trust is unlimited. Under Article V, Section 5.11, the Trustees may authorize
the division of Shares into two or more series. By written instruments dated
November 12, 1996 and January 21, 1998, the Trustees of the Trust established
three series of the Trust designated as AARP Bond Fund for Income, AARP GNMA and
U.S. Treasury Fund and AARP High Quality Short Term Bond Fund (the "Funds").

                  By vote adopted on December 15, 1999 and December 16, 1998,
the Trustees of the Trust authorized the President, any Vice President, the
Secretary and the Treasurer, from time to time, to cause to be registered with
the Securities and Exchange Commission an indefinite number of Shares of each
series of the Trust and to cause such Shares to be offered and sold to the
public.

                  We understand that you are about to file with the Securities
and Exchange Commission, on Form N-1A, Post-Effective Amendment No. 29 to the
Trust's Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the

<PAGE>

AARP Income Trust
January 21, 2000
Page 2

"Securities Act"), in connection with the continuous offering of the Shares of
the Funds. We understand that our opinion is required to be filed as an exhibit
to the Registration Statement.

                  We are of the opinion that all necessary Trust action
precedent to the issue of the Shares of the Funds has been duly taken, and that
all such Shares may be legally and validly issued for cash, and when sold will
be fully paid and non-assessable by the Trust upon receipt by the Trust or its
agent of consideration for such Shares in accordance with the terms in the
Registration Statement, subject to compliance with the Securities Act, the
Investment Company Act of 1940, as amended, and applicable state laws regulating
the sale of securities.

                  We consent to your filing this opinion with the Securities and
Exchange Commission as an Exhibit to Post-Effective Amendment No. 29 to the
Registration Statement.

                                                   Very truly yours,


                                                   /s/Dechert Price & Rhoads



                                       2




                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference into the Prospectus and
Statement of Additional Information constituting the Post-Effective Amendment
No. 29 to the Registration Statement on Form N-1A (the "Registration Statement")
of AARP Income Trust comprised of AARP High Quality Short Term Bond Fund, AARP
GNMA and U.S. Treasury Fund, and AARP Bond Fund for Income, of our report dated
November 8, 1999, on the financial statements and financial highlights appearing
in the September 30, 1999 Annual Report to the Shareholders of AARP High Quality
Short Term Bond Fund, AARP GNMA and U.S. Treasury Fund, and AARP Bond Fund for
Income, which is also incorporated by reference into the Registration Statement.
We further consent to the references to our Firm under the heading "Financial
Highlights," in the Prospectus and "Experts" in the Statement of Additional
Information.






/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 27, 2000



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