AARP TAX FREE INCOME TRUST
497, 1999-06-30
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Prospectus

AARP Investment Program from Scudder

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

February 1, 1999

As Revised June 30, 1999

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

The Securities and Exchange Commission has not approved
or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the
contrary is a criminal offense.

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 presented in order from
conservative to aggressive (with the exception of the Managed Investment
Portfolios, which invest in other AARP Mutual Funds).

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

Shareholder Information

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

YOUR ACCOUNT

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

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

FUND DETAILS

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

Investment Adviser

Financial Highlights

WHERE TO GET MORE INFORMATION

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.

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

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 plan to invest for less than three years

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

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. Educating shareholders on investment topics affecting their lives is also a
goal.

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 an average
dollar-weighted maturity of 90 days or less.

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.

Other Investments

The fund may use other investments and techniques that could affect fund
performance. More information about these investments and techniques is provided
in the Statement of Additional Information.

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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last ten years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>

     8.37    7.43    5.86    3.22    2.09    3.46    5.05    4.58    4.78    4.80
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  2nd Quarter '89, up 2.18%
     Worst Quarter:  3rd Quarter '93, up 0.51%

===========================================================================
AVERAGE ANNUAL RETURNS(1) (%) as of 12/31/98
===========================================================================

                           1 Year          5 Years           10 Years
===========================================================================

Shares                      4.80            4.53               4.95
===========================================================================

Consumer Price
Index (2)                   1.68            2.38               3.13
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

2) The Consumer Price Index is produced by the U.S. Bureau of Labor Statistics
and represents a basket of
some 90,000 goods and services.

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

Redemption Fee                                                           0.00

Annual Fund Operating Expenses

Management Fees                                                          0.38

Distribution (12b-1) Fees                                                0.00

Other Expenses                                                           0.49

Total Annual Fund Operating Expenses                                     0.87

Expense Reimbursement                                                    0.00

Net Expenses *                                                           0.87

*Expenses will be capped at 0.95% through 1/31/2000

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

    $89.00      $278.00      $482.00    $1,073.00
====================================================

The example is based on the Total Annual Fund Operating
Expenses and assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions.

Portfolio Managers

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

John W. Steube, portfolio manager, joined the adviser in 1979, and began his
investment career at that time.

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. Educating shareholders on investment topics
affecting their lives is also a goal.

Investment Strategy

The fund pursues its goal by investing at least 80% of assets in tax-exempt,
short-term municipal securities. 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 portfolio managers believe to be of comparable quality. The fund
maintains an average dollar-weighted maturity of 90 days or less.

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.

Other Investments

The fund may use other investments and techniques that could affect fund
performance. More information about these investments and techniques is provided
in the Statement of Additional Information.

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 also diversifies its portfolio across industry sectors and issuers.

As an extreme defensive measure, the fund may temporarily invest more than 20%
of assets in taxable short-term securities. In such a case, the fund would not
be pursuing, and may 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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last ten years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
     6.19    6.13    4.77    2.11    1.58    2.02    3.10    2.70    2.86    2.69
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  2nd Quarter '89, up 2.55%
     Worst Quarter:  1st Quarter '94, up 0.37%

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                           1 Year          5 Years           10 Years
===========================================================================

 Shares                     2.69            2.68               3.40
===========================================================================

Consumer Price
Index (2)                   1.68            2.38               3.13
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

2) The Consumer Price Index is produced by the U.S. Bureau of Labor Statistics
and represents a basket of
some 90,000 goods and services.

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

 Redemption Fee                                                   0.00

 Annual Fund Operating Expenses

 Management Fees                                                  0.38

 Distribution (12b-1) Fees                                        0.00

 Other Expenses                                                   0.45

Total Annual Fund Operating Expenses                              0.83

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

    $85.00      $265.00      $460.00    $1,025.00
====================================================

The example assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions.

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 1998 and began her
investment career in 1981.

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. Educating shareholders on investment topics affecting their lives is also a
goal.

Investment Strategy

The fund pursues its goal by investing 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 an average
dollar-weighted maturity of 90 days or less.

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.

The 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.

Other Investments

The fund may use other investments and techniques that could affect fund
performance. More information about these investments and techniques is provided
in the Statement of Additional Information.

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 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.

Past Performance

As this is a new fund, no past performance data are available.

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

Redemption Fee                                                     0.00

Annual Fund Operating Expenses

Management Fees                                                    0.38

Distribution (12b-1) Fees                                          0.00

Other Expenses                                                     0.27

Total Annual Fund Operating Expenses                               0.65

Expense Reimbursement                                              0.15

Net Expenses *                                                     0.50

*Expenses will be capped at 0.50% through 1/31/2000.

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1 and 3 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
===================================================

          1 Year                  3 Years
===================================================

          $66.00                  $208.00
===================================================

The example is based on the Total Annual Fund Operating Expenses and assumes 5%
annual returns, no changes in expenses, and reinvestment of all dividends and
distributions

Portfolio Managers

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

John W. Steube, portfolio manager, joined the adviser in 1979, and began his
investment career at that time.

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 its assets in investment-grade debt securities, and
distributes income, if any, to shareholders monthly. 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 and
strategies may be changed without a vote of shareholders.

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

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.
Educating shareholders on investment topics affecting their lives is also a
goal.

Investment Strategy

The fund pursues its goal by investing principally in short-term debt
securities. It maintains a weighted average portfolio duration of less than
three years. The fund may invest in securities issued by U.S. corporations or by
the U.S. government and its agencies. 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 invested in securities with credit ratings in the two
highest categories as rated by one or more nationally recognized rating
services.

In managing its portfolio, the fund analyzes economic trends to identify market
sectors (such as financial services) 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
selecting individual securities, the fund researches the issuer's
creditworthiness and the terms connected with repayment of the security, among
other factors.

Other Investments

The fund may invest in foreign debt securities that are traded in U.S. dollars.
It may also invest up to 20% of assets in bonds that are traded in foreign
currencies but has not done so in the past.

Risk Management Strategies

Exposure to credit risk is low because all of the fund's securities are
investment-grade, and their issuers are considered unlikely to default, based on
their credit ratings. While the fund emphasizes certain market sectors and types
of bonds, it nonetheless diversifies its portfolio across sectors and issuers.
The fund may seek out bonds with "call protection," which limits an issuer's
ability to pay off a loan early and reduces downside risk when interest rates
fall. The fund may also use certain derivatives (financial instruments that
derive their value from other securities, commodities or indices).

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

Main Risks

As with most bond funds, the major factor affecting this fund's performance is
interest rates. 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 lower interest rates.

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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last ten years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
     12.30   7.56    15.43   6.24    10.97   (4.48)  17.26   2.75    7.91    5.48
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  2nd Quarter '89, up 6.63%
     Worst Quarter:  1st Quarter '94, down 3.45%

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                 1 Year      5 Years         10 Years
===========================================================================

Shares                            5.48        5.55             7.97
===========================================================================

Lehman Brothers Aggregate
Bond Index (2)                    8.69        7.27             9.26
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

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

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

Redemption Fee                                          0.00

Annual Fund Operating Expenses

Management Fees                                         0.47

Distribution (12b-1) Fees                               0.00

Other Expenses                                          0.43

Total Annual Fund Operating Expenses                    0.90



The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

    $92.00      $287.00      $498.00    $1,108.00
====================================================

The example assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions.

Portfolio Managers

Stephen A. Wohler, lead portfolio manager, joined the adviser in 1979, and began
his investment career at that time.

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

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. Educating
shareholders on investment topics affecting their lives is also a goal.

Investment Strategy

The fund pursues its goal by investing primarily 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.

Risk Management Strategies

Exposure to credit risk is low because most of the fund's securities are issued
or guaranteed by the U.S. government. This guarantee, however, does not apply to
the fund's yield or the value of shares of the fund.

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

Main Risks

As with most bond funds, the major factor affecting this fund's performance is
interest rates. 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.

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

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last ten years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
     11.69   9.72    14.38   6.56    5.96    (1.68)  12.83   4.44    8.00    6.79
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  2nd Quarter '89, up 5.53%
     Worst Quarter:  1st Quarter '94, down 2.44%


===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                1 Year      5 Years          10 Years
===========================================================================

Shares                           6.79         5.97             7.78
===========================================================================

Lehman Brothers Mortgage
GNMA Index (2)                   6.93         7.34             9.25
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

2) The Lehman Brothers Mortgage GNMA Index is an unmanaged measure of all
fixed-rate securities backed by mortgage pools of GNMA.

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

Redemption Fee                                           0.00

Annual Fund Operating Expenses

Management Fees                                          0.40

Distribution (12b-1) Fees                                0.00

Other Expenses                                           0.21

Total Annual Fund Operating Expenses                     0.61



The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

    $62.00      $195.00      $340.00     $762.00
====================================================

The example assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions

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.

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. Educating shareholders on investment
topics affecting their lives is also a goal.

Investment Strategy

The fund pursues its goal by investing at least 80% of its assets in
high-quality, tax-exempt municipal securities, most of which carry insurance
that would pay the principal and interest in the event of default.

In managing its portfolio, the fund analyzes economic trends to identify the
market sectors (such as healthcare or energy) and the types of bonds that appear
likely to outperform the tax-free bond market as a whole. The fund also assesses
changes in the risk-return ratios between bonds of varying maturities. In
choosing individual securities, the portfolio managers research the issuer's
creditworthiness and the terms connected with repayment, among other factors.

Other Investments

The fund may invest up to 20% of assets in U.S. government securities or
repurchase agreements based on these securities. Repurchase agreements are
contracts to sell and subsequently buy back a security at a specified date and
price. Normally, however, the fund expects to be fully invested in tax-exempt
securities.

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. The fund minimizes its exposure to
default risk because at least 65% of its securities are privately insured.
However, this insurance does not prevent this fund's share price from falling.
The fund may also use certain derivatives (financial instruments that derive
their value from other securities, commodities or indices) and other investment
techniques to manage risk.

As an extreme defensive measure, the fund may temporarily invest more than 20%
of assets in taxable short-term securities. In such a case, the fund would not
be pursuing, and may 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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last ten years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
     10.79   6.33    12.29   8.57    12.70   (6.22)  16.15   3.71    8.92    5.41
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

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

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                     1 Year       5 Years      10 Years
===========================================================================

Shares                                5.41          5.34         7.70
===========================================================================

Lehman Brothers Municipal Bond
Index (2)                             6.48          6.22         8.22
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

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

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

Redemption Fee                                                    0.00

Annual Fund Operating Expenses

Management Fees                                                   0.47

Distribution (12b-1) Fees                                         0.00

Other Expenses                                                    0.15

Total Annual Fund Operating Expenses                              0.62



The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
========================================================

    1 Year        3 Years       5 Years      10 Years
========================================================

    $63.00        $199.00       $346.00      $774.00
========================================================

The example assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions

Portfolio Managers

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

M. Ashton Goodfield, portfolio manager, joined the adviser in 1986, and began
her investment career at that time.

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 long-term bond mutual funds.
Educating shareholders on investment topics affecting their lives is also a
goal.

Investment Strategy

The fund pursues its goal by investing at least 65% of its assets in
high-quality bonds of any maturity with credit ratings of investment-grade, 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 may also invest in bonds with credit ratings that
are below investment-grade. These high-yield, low-quality bonds may represent up
to 35% of the fund's assets.

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 (such as media or financial services) and
types of bonds that appear likely to outperform the long-term bond market as a
whole. In choosing individual securities, the fund researches each issuer's
creditworthiness and the terms connected with repayment, among other factors.

Risk Management Strategies

The fund manages its exposure to interest rate risk by adjusting its duration.
The fund also diversifies its portfolio across sectors and issuers. The fund may
seek out bonds with "call protection," which limits an issuer's ability to pay
off a loan early and reduces downside risk when interest rates fall. The fund
may also make limited use of certain derivatives (financial instruments that
derive their value from other securities, commodities or indices).

As an extreme defensive measure, the fund may temporarily invest up to 100% of
assets in cash or cash equivalents. In such a case, the fund would not be
pursuing, and may 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 fall 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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last ten years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                                                             6.40
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  3rd Quarter '98, up 2.17%
     Worst Quarter:  4th Quarter '98, up 0.58%

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                                       Since Inception
                                        1 Year            (2/1/97)
===========================================================================

Shares                                   6.40               7.93
===========================================================================

Lehman Brothers Aggregate
Bond Index (2)                           8.69               9.41
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

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

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

Redemption Fee                                                      0.00

Annual Fund Operating Expenses

Management Fees                                                     0.56

Distribution (12b-1) Fees                                           0.00

Other Expenses                                                      0.48

Total Annual Fund Operating Expenses                                1.04

Expense Reimbursement                                               0.85

Net Expenses*                                                       0.19

*Expenses will be capped at 0.50% through 1/31/2000.

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

   $106.00      $331.00      $574.00    $1,271.00
====================================================



The example is based on the Total Annual Fund Operating Expenses and assumes 5%
annual returns, no changes in expenses, and reinvestment of all dividends and
distributions

Portfolio Managers

Stephen A. Wohler, lead portfolio manager, joined the adviser in 1979, and began
his investment career at that time.

Kelly D. Babson, portfolio manager, joined the adviser in 1994 and began her
investment career in 1981.

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

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. Each fund emphasizes
investments in the securities of companies that offer above-average dividend
yields. Each fund has its own goal, investment strategies and risk profile.

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. The funds' investment goals and
strategies may be changed without a vote of shareholders.

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

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.
Educating shareholders on investment topics affecting their lives is also a
goal.

Investment Strategy

The fund pursues its goal by investing primarily in a diversified mix of stocks
with above-average dividend yields, high-quality bonds and cash reserves.

The fund may invest up to 70% of its assets in equity securities. The remainder
of the fund's assets will be invested in investment-grade debt securities or
cash. In managing its portfolio, the fund does not attempt to time the market.
When changes in the overall financial climate -- interest rates, cash flows,
inflation -- warrant action, the portfolio managers will generally make
incremental adjustments to the fund's asset allocation.

In selecting equity securities, the fund seeks out companies with a history of
paying regular dividends that also appear to offer opportunities for growth in
earnings and capital. 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.

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

Risk Management Strategies

The fund manages risk in its stock allocation by diversifying widely among
industries and companies. Stocks that pay high dividends can often provide a
"cushion" of steady income during periods of high market volatility. Its bond
investments are diversified by maturity, credit quality and industry. The fund
may also make limited use of certain derivatives (financial instruments that
derive their value from other securities, commodities or indices).

As an extreme defensive measure, the fund may temporarily invest up to 100% of
assets in cash or cash equivalents. In such a case, the fund would not be
pursuing, and may 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. 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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with two broad-based market indices. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last four years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                                     23.86   14.19   21.92   6.38
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  2nd Quarter '97, up 10.36%
     Worst Quarter:  3rd Quarter '98, down 7.02%


===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                                      Since Inception
                                    1 Year               (2/1/94)
===========================================================================

Shares                               6.38                  12.76
===========================================================================

Lehman Brothers Aggregate
Bond Index (2)                       8.69                   7.11
===========================================================================

S&P 500 Composite Stock
Price Index (3)                      28.58                 24.06
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

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

3) The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is an
unmanaged measure of 500 widely held common stocks of U.S. companies, weighted
by market
value.

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

Redemption Fee                                                0.00

Annual Fund Operating Expenses

Management Fees                                               0.47

Distribution (12b-1) Fees                                     0.00

Other Expenses                                                0.37

Total Annual Fund Operating Expenses                          0.84

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

    $86.00      $268.00      $466.00    $1,037.00
====================================================

The example assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions

Portfolio Managers

Robert T. Hoffman, lead portfolio manager, joined the adviser in 1990, and began
his investment career in 1985.

Stephen A. Wohler, portfolio manager, joined the adviser in 1990, and began his
investment career in 1985.

Lori J. Ensinger, portfolio manager, joined the adviser in 1993 and beganher
investment career in 1983.

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. Educating shareholders on investment topics affecting their lives is also
a goal.

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. 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 U.S. companies, but may also invest in the
equity securities of foreign companies.


Other Investments

The fund may use other investments and techniques that could affect fund
performance. More information about these investments and techniques is provided
in the Statement of Additional Information.

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. Derivatives (financial
instruments that derive their value from other securities, commodities or
indices) may be used to a limited extent to manage risk as well.


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

Main Risks

The primary factor affecting this fund's performance is stock market movements.
If any of the securities held by the fund decrease or stop their dividend
payments, the fund will generate less income, and overall performance is likely
to suffer.


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.


Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last ten years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
     26.65   (2.06)  26.46   9.22    15.68   3.06    31.82   21.61   31.02   6.14
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

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

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                         1 Year            5 Years           10 Years
===========================================================================

 Shares                   6.14              18.10             16.37
===========================================================================

S&P 500 Composite
Stock Price Index
(2)                       28.58             24.06             19.21
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

2) The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is an
unmanaged measure of 500 widely held common stocks of U.S. companies, weighted
by market
value.

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

Redemption Fee                                                  0.00

Annual Fund Operating Expenses

Management Fees                                                 0.47

Distribution (12b-1) Fees                                       0.00

Other Expenses                                                  0.20

Total Annual Fund Operating Expenses                            0.67

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

    $68.00      $214.00      $373.00     $835.00
====================================================

The example assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions

Portfolio Managers

Robert T. Hoffman, lead portfolio manager, joined the adviser in 1990, and began
his investment career in 1985.

Benjamin W. Thorndike, portfolio manager, joined the adviser in 1983, and began
his investment career in 1980.

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

Lori J. Ensinger, portfolio manager, joined the adviser in 1993 and began her
investment career in 1983.

AARP U.S. Stock Index Fund

Goal

The fund seeks to provide long-term capital growth while actively seeking to
reduce downside risk as compared with other S&P 500 Index mutual funds.
Educating shareholders on investment topics affecting their lives is also a
goal.

Investment Strategy

The fund pursues its goal by investing at least 95% of its assets in stocks of
companies in the S&P 500 Index, as well as futures contracts and options based
on the Index.

The fund screens the companies in the Index to identify those that, on an
overall basis, pay above-average dividends on their securities. By using a
proprietary computer model to give 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.)

The fund expects to come close to the capitalization weights of the S&P 500
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.

Risk Management Strategies

The fund emphasizes stocks that pay high dividends, which can provide a
"cushion" of steady income during periods of high market volatility. The fund
may also 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 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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the past year,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                                                             28.34
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

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

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                                          Since Inception
                                               1 Year        (2/1/97)
===========================================================================

 Shares                                        28.34           27.85
===========================================================================
S&P 500 Composite  Stock Price Index (2)       28.58           28.37
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

2) The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is an
unmanaged measure of 500 widely held common stocks of U.S. companies, weighted
by market value.

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

Redemption Fee                                                    0.00

Annual Fund Operating Expenses

Management Fees                                                   0.27

Distribution (12b-1) Fees                                         0.00

Other Expenses                                                    0.86

Total Annual Fund Operating Expenses                              1.13

Expense Reimbursement                                             0.63

Net Expenses*                                                     0.50

 *Expenses will be capped at 0.50% through 1/31/2000.

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

   $115.00      $360.00      $623.00    $1,376.00
====================================================

The example is based on the Total Annual Fund Operating Expenses and assumes 5%
annual returns, no changes in expenses, and reinvestment of all dividends and
distributions

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.

Philip S. Fortuna, lead portfolio manager, joined the adviser in 1986 and began
his investment career at that time.

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

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. The funds' investment goals and
strategies may be changed without a vote of shareholders.

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

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. Educating
shareholders on investment topics affecting their lives is also a goal.

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
companies with potential for long-term capital growth. Medium-sized companies
are generally defined as businesses with market capitalizations (total market
value of outstanding shares) above $3 billion.

In managing its portfolio, the fund concentrates on stock selection. During an
initial screening of companies with market capitalizations of $3 billion and
above, the fund looks for companies with sustained past growth and potential for
continued growth as well as sound financial condition. 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
identify stocks that are attractively priced relative to their industries and to
the market as a whole.

Other Investments

The fund may invest 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.The fund may use other investments and techniques that
could affect fund performance. More information about these investments and
techniques is provided in the Statement of Additional Information.

Risk Management Strategies

The fund manages risk by diversifying widely among market sectors and companies.
It generally does not invest more than 3.5% of its assets in any single company.
The fund may also use certain derivatives (financial instruments that derive
their value from other securities, commodities or indices).

As an extreme defensive measure, the fund may temporarily invest up to 100% of
assets in cash or cash equivalents. In such a case, the fund would not be
pursuing, and may 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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last ten years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
     33.47   (15.78) 40.53   4.72    15.98   (10.04) 30.54   20.62   35.08   23.73
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

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

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                         1 Year            5 Years           10 Years
===========================================================================

Shares                    23.73             18.81             16.34
===========================================================================

S&P 500 Composite
Stock Price
Index(2)                  28.58             24.06             19.21
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

2) The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is an
unmanaged measure of 500 widely held common stocks of U.S. companies, weighted
by market value.

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

Redemption Fee                                                 0.00

Annual Fund Operating Expenses

Management Fees                                                0.60

Distribution (12b-1) Fees                                      0.00

Other Expenses                                                 0.27

Total Annual Fund Operating Expenses                           0.87

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3  Years    5 Years      10 Years
====================================================

    $89.00      $278.00      $482.00    $1,073.00
====================================================

The example assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions

Portfolio Managers

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

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

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. Educating
shareholders on investment topics affecting their lives is also a goal.

Investment Strategy

The fund pursues its goal by investing primarily in stocks of small U.S.
companies with potential for above-average long-term capital growth. Small
companies are generally defined as businesses with market capitalizations (total
market value of outstanding shares) below $1.25 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 the stocks of these 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.


Other Investments

The fund may also invest in other types of securities, including up to 20% of
assets in U.S. government securities. The fund may use other investments and
techniques that could affect fund performance. More information about these
investments and techniques is provided in the Statement of Additional
Information.

Risk Management Strategies


The fund manages risk by focusing on undervalued stocks and diversifying
investments widely across individual companies. It generally invests no more
than 2% of its assets in the securities of any one company and typically invests
in over 150 securities. The fund may also use certain derivatives (financial
instruments that derive their value from other securities, commodities or
indices) to manage risk.


As an extreme 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
may 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 capitalthat 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. The portfolio
managers' attempts to manage downside risk may also reduce performance in a
strong market.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the past year,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                                                             (6.24)
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  4th Quarter '98, up 10.30%
     Worst Quarter:  3rd Quarter '98, down 17.20%

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                                      Since Inception
                                  1 Year                 (2/1/97)
===========================================================================

Shares                            (6.24)                   12.53
===========================================================================

The Russell 2000 Index
(2)                               (2.55)                    8.50
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

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

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

Redemption Fee                                                       0.00

Annual Fund Operating Expenses

Management Fees                                                      0.83

Distribution (12b-1) Fees                                            0.00

Other Expenses                                                       0.97

Total Annual Fund Operating Expenses                                 1.80

Expense Reimbursement                                                0.05

Net Expenses*                                                        1.75

*Expenses will be capped at 1.75% through 1/31/2000.

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

   $183.00      $567.00      $976.00    $2,118.00
====================================================

The example is based on the Total Annual Fund Operating Expenses and assumes 5%
annual returns, no changes in expenses, and reinvestment of all dividends and
distributions

Portfolio Managers

Philip S. Fortuna, co-lead portfolio manager, joined the adviser in 1986 and
began his investment career at that time.

James M. Eysenbach, co-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.

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. The funds' investment goals and
strategies may be changed without a vote of shareholders.

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

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. Educating
shareholders on investment topics affecting their lives is also a goal.

Investment Strategy

The fund pursues its goal by investing primarily in stocks issued by established
companies in countries around the world including the United States.

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

The fund may invest in high-quality debt securities 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. In selecting individual bonds, the fund generally
seeks out the highest yields within favored countries and market sectors, and
within the allowed credit range.

Risk Management Strategies

The fund manages risk by diversifying widely among regions, market sectors, and
individual companies.

As an extreme 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 may 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.

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, bond prices typically fall in proportion to their duration.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the last two years,
including the fund's single best and single worst quarters during this period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                                                     14.62   13.03
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  4th Quarter '98, up 12.22%
     Worst Quarter:  3rd Quarter '98, down 12.59%


===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                                      Since Inception
                                    1 Year               (2/1/96)
===========================================================================

Shares                              13.03                  12.60
===========================================================================

The MSCI World Index (2)            24.34                  17.60
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

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

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

Redemption Fee                                              0.00

Annual Fund Operating Expenses

Management Fees                                             0.83

Distribution (12b-1) Fees                                   0.00

Other Expenses                                              0.82

Total Annual Fund Operating Expenses                        1.65

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

   1 Year    3 Years     5 Years      10 Years
====================================================

 $168        $522        $899         $1,959
====================================================

The example assumes 5% annual returns, no changes in
expenses, and reinvestment of all dividends and
distributions

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 International Stock Fund

Effective June 30, 1999, AARP International Growth and Income Fund has changed
its name to 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.
Educating shareholders on investment topics affecting their lives is also a
goal.

Investment Strategy

The fund pursues its goal by investing primarily in common stocks of companies
from 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.


Other Investments

Most of the fund's investments will be in stocks, but up to 20% may be invested
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.

Risk Management Strategies


The fund manages risk by diversifying investments widely among industries and
companies. Derivatives (financial instruments that derive their value from other
securities, commodities or indices) may be used to a limited extent to manage
risk as well.


As an extreme 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 may 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. The fund's bond investments are affected by interest rates. When
interest rates rise, bond prices typically fall in proportion to their duration.

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.

Past Performance

The chart and table below provide some indication of the risks of investing in
the fund by illustrating how the fund has performed, and comparing this
information with a broad-based market index. All mutual funds provide this
information in the same format so that you can make comparisons. Keep in mind
that past performance is no guarantee of future performance.

The bar chart shows the fund's annual total returns over the past year,
including the fund's single best and single worst quarters during this period.


The Board of Trustees approved a change in the fund's goal and investment
strategy on June 23, 1999. Performance data prior to that time are not
reflective of the fund's current goal and strategy.


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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                                                             11.38
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  1st Quarter '98, up 16.10%
     Worst Quarter:  3rd Quarter '98, down 17.13%

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                                      Since Inception
                                  1 Year                 (2/1/97)
===========================================================================

Shares                             11.38                   11.98
===========================================================================

The MSCI EAFE Index (2)            20.00                   13.08
===========================================================================

1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

2) The MSCI (Morgan Stanley Capital International) EAFE Index is an unmanaged
index of global stock markets, excluding the U.S.

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

Redemption Fee                                                       0.00

Annual Fund Operating Expenses

Management Fees                                                      0.88

Distribution (12b-1) Fees                                            0.00

Other Expenses                                                       1.53

Total Annual Fund Operating Expenses                                 2.41

Expense Reimbursement                                                0.66

Net Expenses*                                                        1.75

*Expenses will be capped at 1.75% through 1/31/2000.

The example below shows the expenses that would apply to your investment of
$10,000 in the fund over 1, 3, 5 and 10 years. All mutual funds present this
information so that you can make comparisons. Your actual costs could be higher
or lower than those in this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

   $244.00      $751.00     $1,285.00   $2,746.00
====================================================

The example is based on the Total Annual Fund Operating Expenses and assumes 5%
annual returns, no changes in expenses, and reinvestment of all dividends and
distributions

Portfolio Managers


Irene Cheng, lead portfolio manager, joined the adviser in 1993, and began her
investment career in 1984.

Sheridan Reilly, portfolio manager, joined the adviser in 1995, and began his
investment career in 1986.

Deborah Chaplin, portfolio manager, joined the adviser in 1996, and began her
investment career in 1992.


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. The funds' investment goals and
strategies may be changed without a vote of shareholders.

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

AARP Diversified Income with Growth Portfolio

Goal

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

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 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.


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 an extreme defensive measure, the portfolio may temporarily invest up to 100%
of assets in cash or cash equivalents. In such a case, the portfolio would not
be pursuing, and may 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. And, 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.


Past Performance

The chart and table below provide some indication of the risks of investing in
the portfolio by illustrating how the portfolio has performed, and comparing
this information with two broad-based market indices. All mutual funds provide
this information in the same format so that you can make comparisons. Keep in
mind that past performance is no guarantee of future performance.

The bar chart shows the portfolio's annual total returns over the past year,
including the portfolio's single best and single worst quarters during this
period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                                                             7.66
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  1st Quarter '98, up 4.27%
     Worst Quarter:  3rd Quarter '98, down 1.70%


===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                                      Since inception
                                  1 Year                 (2/1/97)
===========================================================================

Shares                             7.66                     9.77
===========================================================================

Lehman Brothers
Aggregate Bond Index (2)           8.69                     9.41
===========================================================================

S&P 500 Composite
Stock Price Index (3)              28.58                   28.37
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

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

3) The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is an
unmanaged measure of 500 widely held common stocks of U.S. companies, weighted
by market value.

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 9/30/98                       0.63% to 1.45%

The example below shows an approximate estimate of the expenses that might apply
to your investment of $10,000 in the portfolio over 1, 3, 5 and 10 years. Your
actual costs could be higher or lower than this example.

EXPENSES ON A $10,000 INVESTMENT
========================================================

    1 Year        3 Years       5 Years      10 Years
========================================================

    $106.00       $330.00       $574.00     $1,271.00
========================================================

The example assumes 5% annual returns, expenses calculated at the midpoint of
the current expense range and reinvestment of all dividends and distributions.


Portfolio Managers

Philip S. Fortuna, lead portfolio manager, joined the adviser in 1986 and began
his investment career at that time.

Salvatore J. Bruno, portfolio manager, joined the adviser in 1997 and began his
investment career in 1990.

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

Karla D. Grant, portfolio manager, joined the adviser in 1997, and began her
investment career in 1990.

AARP Diversified Growth Portfolio

Goal

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

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 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.


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 an extreme defensive measure, the portfolio may temporarily invest up to 100%
of assets in cash or cash equivalents. In such a case, the portfolio would not
be pursuing, and may 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. And, 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 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.


Past Performance

The chart and table below provide some indication of the risks of investing in
the portfolio by illustrating how the portfolio has performed, and comparing
this information with two broad-based market indices. All mutual funds provide
this information in the same format so that you can make comparisons. Keep in
mind that past performance is no guarantee of future performance.

The bar chart shows the portfolio's annual total returns over the past year,
including the portfolio's single best and single worst quarters during this
period.

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

     [TABULAR REPRESENTATION OF BAR CHART]

<TABLE>
     <S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                                                             9.71
     '89     '90     '91     '92     '93     '94     '95     '96     '97     '98
</TABLE>

     Best Quarter:  4th Quarter '98, up 9.08%
     Worst Quarter:  3rd Quarter '98, down 8.03%

===========================================================================

AVERAGE ANNUAL RETURNS (1) (%) as of 12/31/98
===========================================================================

                                                      Since inception
                                  1 Year                 (2/1/97)
===========================================================================

Shares                             9.71                    13.81
===========================================================================

Lehman Brothers
Aggregate Bond Index (2)           8.69                     9.41
===========================================================================

S&P 500 CompositeStock
Price Index (3)                    28.58                   28.37
===========================================================================


1) Average annual returns assume all applicable expenses and reinvestment of all
dividends and distributions.

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

3) The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is an
unmanaged measure of 500 widely held common stocks of U.S. companies, weighted
by market value.

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 9/30/98                       0.65% to 2.00%

The example below shows an approximate estimate of the expenses that might apply
to your investment of $10,000 in the portfolio over 1,3, 5 and 10 years. Your
actual costs could be higher or lower than this example.

EXPENSES ON A $10,000 INVESTMENT
====================================================

    1 Year      3 Years      5 Years     10 Years
====================================================

   $135.00      $420.00      $726.00    $1,596.00
====================================================

The example assumes 5% annual returns, expenses calculated at the midpoint of
the current expense range and reinvestment of all dividends and distributions.

Portfolio Managers

Philip S. Fortuna, lead portfolio manager, joined the adviser in 1986 and began
his investment career at that time.

Salvatore J. Bruno, portfolio manager, joined the adviser in 1997 and beganhis
investment career in 1990.

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

Karla D. Grant, portfolio manager, joined the adviser in 1997, and began her
investment career in 1990.

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 over the age of 18.

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
================================================================================

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, until your account reaches $2000.

WAYS TO OPEN OR ADD TO YOUR ACCOUNT
<TABLE>
<CAPTION>

===============================================================================================================

                                      Open an Account                      Add to Your Account
===============================================================================================================

<S>                                   <C>                                  <C>
Mail                                                                       Send a personalized investment slip
                                                                           or short note that includes:
AARP Investment                       For all enrollment forms,            o        fund name
Program from Scudder                  call 800-253-2277.                   o        account number
P.O. Box 2540                                                              o        check payable to "AARP
Boston, MA 02208-2540                                                               Investment Program."
===============================================================================================================

===============================================================================================================

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

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

===============================================================================================================

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

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

===============================================================================================================
</TABLE>

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 p.m. eastern 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.

Purchase orders received before the regular close of business of the New York
Stock Exchange will be executed at the offering price 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.

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 offering price
calculated at that day's close. Remember that exchanges (transfers between AARP
Mutual Funds) have the same tax consequences as redemptions.

<TABLE>
<CAPTION>
====================================================================================================================================

WAYS TO EXCHANGE OR REDEEM YOUR SHARES
====================================================================================================================================

<S>                                      <C>                                  <C>
                                         To Exchange Shares Between AARP
                                         Mutual Funds                         To Redeem Shares
====================================================================================================================================

Phone                                    Call a mutual fund                   If you want the proceeds sent to your registered
                                         representative at                    address, call the Easy-Access line at 800-631-4636.
                                         800-253-2277.                        A check will be mailed to you on the following
                                                                              business day.
                                         You can also use the automated Easy- You must call 800-253-2277 for instructions to
                                         Access line by calling 800-631-4636. have the check sent anywhere else.
====================================================================================================================================

Mail                                     Your instructions should include:    Your instructions should include:

                                         o        your account number         o        your account number
AARP Investment                          o        names of the funds and      o        names of the funds and number of shares or
Program from Scudder                              number of shares or dollar           dollar amount you want to redeem
P.O. Box 2540                                     amount you want to          A signature guarantee is required whenever you:
Boston, MA 02208-2540                             exchange                    o        redeem more than $100,000
                                                                              o        want the check payable to someone else
AARP Keogh Plan shares can only be                                            o        want to send proceeds to a different address
redeemed by mail.                                                             o        have changed your account address within the
                                                                                       last 15 days
====================================================================================================================================

Fax                                      Fax same instructions as you would   Fax same instructions as you would by mail to
                                         by mail to 800-821-6234.             800-821-6234.
====================================================================================================================================

Web Site                                 Web access to your account must      Service under development.
                                         first be enabled through
                                         Easy-Access (800-631-4636). Use
                                         your Internet browser to go to
                                         http:// aarp.scudder.com, then
                                         select "Account Transactions" and
                                         follow the directions on the screen.
====================================================================================================================================

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

Direct Distributions                     --                                   If you want dividends and capital gains sent to your
                                                                              bank account, call 800-253-2277.
====================================================================================================================================

Direct Bill Payment                      --                                   Monthly bills of a fixed amount (minimum $50), such
                                                                              as a mortgage, will be paid automatically from your
Requires $10,000                                                              account.
minimum fund balance
====================================================================================================================================

Systematic Retirement Withdrawal Plan    --                                   You define the dollar amount and interval (monthly,
                                                                              quarterly, annually) for automatic distributions from
Applies to AARP IRA and AARP Keogh Plans                                      your IRA or Keogh Plan account.
====================================================================================================================================
</TABLE>

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. Signature guarantees can be obtained from many
brokers and from some 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 this is not done, the fund may close out the
     account and mail you a check for the proceeds.

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. There may be transaction costs associated with
     converting these securities to cash.

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 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.

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.

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.

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.

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

http://aarp.scudder.com

You can review your portfolio and make exchanges online if you have enabled your
Web access. The Learning Center includes online versions of educational
publications and past issues of Financial Focus and Investment Insight, the
Program's newsletters.



AARP MUTUAL FUND 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 detailed investment guides and
prospectuses.



CONFIDENTIAL FAX LINE

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

Signed exchange and redemption requests received after 4PM 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.

The AARP Investment Program's Educational Commitment

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

PUBLICATIONS

o        Managing Your Money In Retirement

o        Planning For Retirement

o        What to Do with Your Retirement Plan
         Distribution

o        Are Mutual Funds Right for You?

o        A monthly newsletter, Financial Focus, which provides information on
         wise investing, Program services, and fund performance updates.

o        A quarterly newsletter, Investment Insight, which provides perspectives
         on global and domestic markets and economic trends

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 1-800-565-1310.

AARP Legacy Planning Service This service helps you plan for the orderly
transfer of assets to your intended heirs, and offers assistance to spouses and
heirs in the event of a death. 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 properly 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.

Fund Details

Investment Adviser

The investment adviser for all of the AARP Mutual Funds, is Scudder Kemper
Investments, Inc., Two International Place, Boston, MA. The adviser has more
than 50 years of mutual fund and investment management experience.

AARP selected the adviser to develop and manage this investment program in 1984.
In keeping with the organization's mission, the 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 aged 50 and older.
While the 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. Two AARP leaders also serve as trustees for the
AARP Mutual Funds.

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 respectve 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.

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 0.0033)                   =              $6.6 million

 + ($1 billion
x 0.0030)                   =              $3.0 million
- --------------------------------------------------------------------------------

                                            $16.6 million

Most individual funds also pay an annual fee based on their respective average
daily NAVs, as shown below.

INDIVIDUAL FUND FEE RATE
================================================================================

AARP Fund                                              Individual Fund Fee Rate
================================================================================

Money Market Funds
================================================================================

  AARP High Quality Money Fund                                           0.10%
================================================================================

  AARP High Quality Tax Free Money Fund                                  0.10%
================================================================================

  AARP Premium Money Market Fund                                         0.10%
================================================================================

Income Funds
================================================================================

  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%
================================================================================

Growth and Income Funds
================================================================================

  AARP Balanced Stock and Bond Fund                                      0.19%
================================================================================

  AARP Growth and Income Fund                                            0.19%
================================================================================

  AARP U.S. Stock Index Fund                                            None (1)
================================================================================

Growth Funds
================================================================================

  AARP Capital Growth Fund                                               0.32%
================================================================================

  AARP Small Company Stock Fund                                          0.55%
================================================================================

Global Funds
================================================================================

  AARP Global Growth Fund                                                0.55%
================================================================================


  AARP International Stock Fund                                          0.60%
================================================================================


Managed Investment Portfolios
================================================================================

  Diversified Income with Growth Portfolio                               none
================================================================================

  Diversified Growth Portfolio                                           none
================================================================================

1) The fee for the AARP U.S. Stock Index Fund is paid to the subadviser 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%

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 89 for calculation method.)

Year 2000 (Y2K) Readiness

Like other mutual funds and financial and business organizations worldwide, the
AARP Mutual Funds could be adversely affected if computer systems on which the
funds rely, which primarily include those used by the adviser, its affiliates or
other service providers, are unable to correctly process date-related
information on or after January 1, 2000. This risk is commonly called the Year
2000 Issue. Failure to successfully address the Year 2000 Issue could result in
interruptions to and other material adverse effects on the funds' business and
operations, such as problems with calculating net asset value and difficulties
in implementing a fund's purchase and redemption procedures. The adviser has
commenced a review of the Year 2000 Issue as it may affect the funds and is
taking steps it believes are reasonably designed to address the Year 2000 Issue,
although there can be no assurances that these steps will be sufficient. In
addition, there can be no assurances that the Year 2000 Issue will not have an
adverse effect on the companies whose securities are held by the funds or on
global markets or economies generally.

Euro Conversion

The introduction of a new European currency, the Euro, may result in
uncertainties for European securities and for the operation of the AARP funds.
The Euro was introduced on January 1, 1999 by eleven member countries of the
European Economic and Monetary Union (EMU). The introduction of the Euro
requires the redenomination of European debt and equity securities over a period
of time, which may result in various accounting differences and/or tax
treatments. Additional questions are raised by the fact that certain other
European Community members, including the United Kingdom, did not officially
implement the Euro on January 1, 1999.

The adviser is actively working to address Euro-related issues and understands
that other key service providers are taking similar steps. At this time,
however, no one knows precisely what the degree of impact will be. To the extent
that the market impact or effect on fund holdings is negative, it could hurt the
funds' performance.

Financial Highlights

The financial highlights table for each fund is intended to help you understand
the funds' financial performance over the past five years. Certain information
reflects financial results for a single fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in the fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the funds' financial statements, is included in the
annual report, which is available upon request.

AARP High Quality Money Fund

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                                             Years Ended September 30

PER SHARE DATA ($)                                     1998     1997     1996     1995      1994

<S>            <C>                                     <C>      <C>      <C>      <C>       <C>
Net Asset Value, Beginning of Period                  1.000    1.000    1.000    1.000     1.000
                                               -------------------------------------------------


Income from Investment Operations:

Net Investment Income                                  .048     .046     .045     .049      .028

Less Distributions from:

Net Investment Income                                (.048)   (.046)   (.045)   (.049)    (.028)

Net Asset Value, End of Period                        1.000    1.000    1.000    1.000     1.000
                                               -------------------------------------------------


Total Return (%, annualized)                           4.86     4.72     4.62     4.99      2.84



RATIOS/SUPPLEMENTAL DATA (%)                           1998     1997     1996     1995      1994

Ratio of Expenses to Avg. Net Assets                   0.87     0.91     0.96     0.98      1.13

Ratio of Net Income to Avg. Net Assets                 4.76     4.63     4.54     4.89      2.89

Net Assets, End of Period ($ millions)                  581      471      412      384       333



AARP High Quality Tax Free Money Fund
- ------------------------------------------------------------------------------------------------

                                                           Years Ended September 30

PER SHARE DATA ($)                                   1998      1997      1996     1995      1994

Net Asset Value, Beginning of Period                1.000     1.000     1.000    1.000     1.000
                                               -------------------------------------------------


Income from Investment Operations:

Net Investment Income                                .028      .028      .028     .029      .017

Less Distributions from:

Net Investment Income                              (.028)    (.028)    (.028)   (.029)    (.017)

Net Asset Value, End of Period                      1.000     1.000     1.000    1.000     1.000
                                               -------------------------------------------------


Total Return (%, annualized)                         2.82      2.80      2.80     2.99  1.76 (1)



RATIOS/SUPPLEMENTAL DATA (%)                         1998      1997      1996     1995      1994

Ratio of Expenses, before expense
reductions, to Avg. Net Assets                       0.83      0.85      0.85     0.87      0.90

Ratio of Operating Expenses, before expense
reductions, to Avg. Net Assets                       0.83      0.85      0.85     0.87      0.91

Ratio of Net Income to Avg. Net Assets               2.78      2.76      2.77     2.94      1.75

Net Assets, End of Period ($ millions)                 98       103       111      120       129



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

AARP Premium Money Fund

As this is a new fund, no financial highlight data are available.

AARP High Quality Short Term Bond Fund
- -------------------------------------------------------------------------------------------------

                                                            Years Ended September 30

PER SHARE DATA ($)                                   1998     1997       1996      1995     1994

Net Asset Value, Beginning of Period                16.13    15.82      16.01     15.05    17.19
                                               -------------------------------------------------


Income from Investment Operations:

Net Investment Income                                0.94     0.93       0.92      0.94     0.85

Net Gains or (Losses) on Securities,
both realized and unrealized                         0.30     0.31     (0.19)      0.95   (1.76)
                                               -------------------------------------------------


Total from Investment Operations                     1.24     1.24       0.73      1.89   (0.91)
                                               -------------------------------------------------


Less Distributions from:

Net Investment Income                              (0.94)   (0.93)     (0.92)    (0.93)   (0.85)

Net Realized Gains on Investments                      --       --         --        --       --

In Excess of Net Realized Gains on Investments         --       --         --        --   (0.38)
                                               -------------------------------------------------


Total Distributions                                (0.94)   (0.93)     (0.92)    (0.93)   (1.23)
                                               -------------------------------------------------


Net Asset Value, End of Period                      16.43    16.13      15.82     16.01    15.05
                                               -------------------------------------------------


Total Return (%, annualized)                         7.90     8.15       4.59     12.98   (5.55)



RATIOS/SUPPLEMENTAL DATA (%)                         1998     1997       1996      1995     1994

Ratio of Expenses to Avg. Net Assets                 0.90     0.93       0.91      0.95     0.95

Ratio of Net Income to Avg. Net Assets               5.77     5.84       5.76      6.13     5.31

Portfolio Turnover Rate                            137.60    83.26     169.96    201.07    63.75

Net Assets, End of Period ($ millions)                448      455        512       533      568



AARP GNMA and U.S. Treasury Fund
- -------------------------------------------------------------------------------------------------

                                                            Years Ended September 30

PER SHARE DATA ($)                                1998         1997      1996       1995    1994

Net Asset Value, Beginning of Period             15.16        14.91     15.19      14.73   15.96
                                               -------------------------------------------------


Income from Investment Operations:

Net Investment Income                             0.99         0.98      0.99       1.01    0.93

Net Gains or (Losses) on Securities, both
realized and unrealized                           0.24         0.25    (0.28)       0.46  (1.23)
                                               -------------------------------------------------



Total from Investment Operations                  1.23         1.23      0.71       1.47  (0.30)
                                               -------------------------------------------------



Less Distributions from:

Net Investment Income                           (0.99)       (0.98)    (0.99)     (0.98)  (0.93)

Tax Return of Capital                               --           --        --      (.03)      --
                                               -------------------------------------------------


Total Distributions                             (0.99)       (0.98)    (0.99)     (1.01)  (0.93)
                                               -------------------------------------------------


Net Asset Value, End of Period                   15.40        15.16     14.91      15.19   14.73
                                               -------------------------------------------------


Total Return (%, annualized)                      8.40         8.49      4.79      10.31  (1.90)



RATIOS/SUPPLEMENTAL DATA (%)                      1998         1997      1996       1995    1994

Ratio of Expenses to Avg. Net Assets              0.61         0.65      0.64       0.67    0.66

Ratio of Net Income to Avg. Net Assets            6.52         6.51      6.55       6.77    6.09

Portfolio Turnover Rate                         160.40        86.76     83.44      70.35  114.54

Net Assets, End of Period ($ millions)           4,593        4,584     4,904      5,252   5,585



 AARP Insured Tax Free General Bond Fund
- --------------------------------------------------------------------------------------------------

                                                                Years Ended September 30

PER SHARE DATA ($)                                         1998   1997     1996     1995    1994

Net Asset Value, Beginning of Period                      18.42  17.90    17.74    16.93   19.00
                                               -------------------------------------------------


Income from Investment Operations:

Net Investment Income                                      0.88   0.88     0.87     0.87    0.86

Net Gains or (Losses) on Securities, both realized and
unrealized                                                 0.48   0.61     0.16     0.81  (1.67)
                                               -------------------------------------------------



Total from Investment Operations                           1.36   1.49     1.03     1.68  (0.81)



Less Distributions from:

Net Investment Income                                    (0.88)  (0.88)  (0.87)   (0.87)  (0.86)

Net Realized Gains on Investments                         (.05)  (.09)       --       --  (0.34)

In Excess of Net Realized Gains on Investments               --     --       --       --   (.06)
                                               -------------------------------------------------


Total Distributions                                      (0.93)  (0.97)  (0.87)   (0.87)  (1.26)
                                               -------------------------------------------------


Net Asset Value, End of Period                            18.85  18.42    17.90    17.74   16.93
                                               -------------------------------------------------


Total Return (%, annualized)                               7.57   8.57     5.88    10.21  (4.48)



RATIOS/SUPPLEMENTAL DATA (%)                               1998   1997     1996     1995    1994

Ratio of Expenses to Avg. Net Assets                       0.62   0.66     0.66     0.69    0.68

Ratio of Net Income to Avg. Net Assets                     4.73   4.87     4.83     5.06    4.80

Portfolio Turnover Rate                                    6.21   7.61    18.69    17.45   38.39

Net Assets, End of Period ($ millions)                    1,732  1,712    1,755    1,807   1,914



AARP Bond Fund for Income
- -------------------------------------------------------------------------------------------------

                                                              Years Ended September 30

PER SHARE DATA ($)                                                   1998           1997 (1)

Net Asset Value, Beginning of Period                                15.20              15.00

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

Income from Investment Operations:

Net Investment Income                                                1.02               0.69

Net Gains or (Losses) on Securities,
both realized and unrealized                                         0.23               0.20

Total from Investment Operations                                     1.25               0.89
                                               -------------------------------------------------



Less Distributions from:

Net Investment Income                                              (1.02)             (0.69)

Net Realized Gains on Investments                                   (.02)                 --

Total Distributions                                                (1.04)             (0.69)
                                               -------------------------------------------------


Net Asset Value, End of Period                                      15.41              15.20
                                               -------------------------------------------------


Total Return (%, annualized) (2)                                     8.47           6.06 (3)

RATIOS/SUPPLEMENTAL DATA (%)                                         1998           1997 (1)

Ratio of Expenses, before expense reductions,
to Avg. Net Assets                                                   0.19             -- (4)

Ratio of Operating Expenses, before expense
reductions, to Avg. Net Assets                                       1.04           1.53 (4)

Ratio of Net Income to Avg. Net Assets                               6.66           7.03 (4)

Portfolio Turnover Rate                                            130.56          13.69 (4)

Net Assets, End of Period ($ millions)                                180                 58
</TABLE>

1) February 1, 1997 (commencement of operations) through
September 30, 1997.

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

3) Not annualized.

4) Annualized.



<TABLE>
<CAPTION>
AARP Balanced Stock and Bond Fund
- -------------------------------------------------------------------------------------------------


                                                          Years Ended September 30
PER-SHARE DATA ($)                               1998(1)   1997(1)   1996    1995    1994(2)
<S>                                             <C>        <C>      <C>     <C>      <C>

Net Asset Value, Beginning of Period            21.40      17.63    16.40   14.64    15.00
                                                -----      -----    -----   -----    -----
Income from Investment Operations:
        Net Investment Income                    0.75       0.72     0.66    0.61     0.25
        Net Gains or (Losses) on Securities,
          both realized and unrealized          (0.46)      3.98     1.44    1.79    (0.37)
                                                -----      -----    -----   -----    -----
        Total from Investment Operations         0.29       4.70     2.10    2.40    (0.12)
                                                -----      -----    -----   -----    -----
Less Distributions from:
        Net Investment Income                   (0.73)     (0.72)   (0.66)  (0.60)   (0.24)
        Net Realized Gains on Investments       (1.00)     (0.21)   (0.21)   (.04)      --
                                                -----      -----    -----   -----    -----
        Total Distributions                     (1.73)     (0.93)   (0.87)  (0.64)   (0.24)
                                                -----      -----    -----   -----    -----
Net Asset Value, End of Period                  19.96      21.40    17.63   16.40    14.64
                                                =====      =====    =====   =====    =====
Total Return (%, annualized)                     1.26      27.34    13.08   16.80    (0.78)(3)


RATIOS/SUPPLEMENTAL DATA (%)                     1998(1)   1997(1)   1996    1995    1994(2)

Ratio of Expenses to Avg. Net Assets             0.84       0.91     0.88    1.01     1.31(4)
Ratio of Net Income to Avg. Net Assets           3.50       3.71     4.09    4.12     3.58(4)
Portfolio Turnover Rate                         56.69      26.79    35.22   63.77    49.32(4)
Net Assets, End of Period ($ millions)            740        638      403     247      175
</TABLE>


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

(2)  February 1, 1994 (commencement of operations) through September 30, 1994.

(3)  Not annualized.

(4)  Annualized.



<TABLE>
<CAPTION>

AARP Growth and Income Fund
- ------------------------------------------------------------------------------------------------

                                                            Years Ended September 30

                                                 1998(1)   1997 (1)      1996     1995      1994
PER SHARE DATA ($)

<S>                                                <C>       <C>       <C>      <C>       <C>
Net Asset Value, Beginning of Period               58.22     43.94     38.36    34.13     32.91

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

Income from Investment Operations:

Net Investment Income                               1.25      1.19      1.17     1.11      0.94

Net Gains or (Losses) on Securities, both
realized and unrealized                           (3.45)     16.00      6.40     5.44      1.62
                                             ----------------------------------------------------


Total from Investment Operations                  (2.20)     17.19      7.57     6.55      2.56
                                             ----------------------------------------------------
Less Distributions from:

Net Investment Income                             (1.19)    (1.19)    (1.15)   (1.09)    (1.13)

Net Realized Gains on Investments                 (5.07)    (1.72)    (0.84)   (1.23)    (0.21)
                                             ----------------------------------------------------


Total Distributions                               (6.26)    (2.91)    (1.99)   (2.32)    (1.34)
                                             ----------------------------------------------------


Net Asset Value, End of Period                     49.76     58.22     43.94    38.36     34.13
                                             ----------------------------------------------------


Total Return (%, annualized)                      (4.22)     40.70     20.20    20.43      7.99



                                                 1998(1)  1997 (1)      1996     1995      1994
RATIOS/SUPPLEMENTAL DATA (%)

Ratio of Expenses to Avg. Net Assets                0.67      0.71      0.69     0.72      0.76

Ratio of Net Income to Avg. Net Assets              2.22      2.38      2.94     3.28      3.00

Portfolio Turnover Rate                            40.19     33.40     25.02    31.26     31.82

Net Assets, End of Period ($ millions)             6,452     6,606     4,219    3,007     2,312

1) Based on average monthly shares outstanding during
the period.

AARP U.S. Stock Index Fund
- -------------------------------------------------------------------------------------------------

                                                                    Years Ended September 30

PER SHARE DATA ($)                                                  1998 (1)          1997 (1,2)

Net Asset Value, Beginning of Period                                   17.99               15.00
                                             ----------------------------------------------------


Income from Investment Operations:

Net Investment Income                                                   0.32                0.20

Net Gains or (Losses) on Securities
both realized and unrealized                                            1.37                2.97
                                             ----------------------------------------------------


Total from Investment Operations                                        1.69                3.17
                                             ----------------------------------------------------
Less Distributions from:

Net Investment Income                                                 (0.29)              (0.18)

Net Realized Gains on Investments                                     (0.13)                  --
                                             ----------------------------------------------------


Total Distributions                                                   (0.42)              (0.18)
                                             ----------------------------------------------------


Net Asset Value, End of Period                                         19.26               17.99
                                             ----------------------------------------------------


Total Return (%, annualized) (3)                                        9.39           21.22 (4)



RATIOS/SUPPLEMENTAL DATA (%)                                        1998 (1)          1997 (1,2)

Ratio of Expenses to Avg. Net Assets                                    0.50            0.50 (5)

Ratio of Net Income to Avg. Net Assets                                  1.58            1.94 (5)

Ratio of Operating Expenses, before
expense reductions, to Avg. Net Assets                                  1.13            2.38 (5)

Portfolio Turnover Rate                                                 1.11           14.52 (5)

Net Assets, End of Period ($ millions)                                   124                  38

1) Based on average monthly shares outstanding during
the period.

2) February 1, 1997 (commencement of operations) through September 30, 1997.

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

4) Not annualized.

5) Annualized.

AARP Capital Growth Fund
- --------------------------------------------------------------------------------------------

                                                         Years Ended September 30

                                                1998     1997      1996     1995       1994
PER SHARE DATA ($)                                  (1)      (1)

Net Asset Value, Beginning of Period              57.84    43.47  38.36    31.74      36.20
                                             ----------------------------------------------------


Income from Investment Operations:

Net Investment Income                              0.28     0.34   0.42     0.36          -

Net Gains or (Losses) on Securities,
both realized and unrealized                     (2.26)    18.43   5.59     6.91     (1.51)
                                             ----------------------------------------------------


Total from Investment Operations                 (1.98)    18.77   6.01     7.27     (1.51)
                                             ----------------------------------------------------

Less Distributions from:

Net Investment Income                            (0.31)   (0.41)  (0.39)   (.01)      (.05)

Net Realized Gains on Investments                (4.31)   (3.99)  (0.51)  (0.64)     (2.90)
                                             ----------------------------------------------------


Total Distributions                              (4.62)   (4.40)  (0.90)  (0.65)     (2.95)
                                             ----------------------------------------------------


Net Asset Value, End of Period                    51.24    57.84  43.47    38.36      31.74
                                             ----------------------------------------------------


Total Return (%, annualized)                     (3.39)    46.72  15.97    23.47     (4.70)
                                             ----------------------------------------------------

                                               1998 (1)  1997(1)   1996     1995       1994
RATIOS/SUPPLEMENTAL DATA (%)

Ratio of Expenses to Avg. Net Assets               0.87     0.92   0.90     0.95       0.97

Ratio of Net Income to Avg. Net Assets             0.50     0.70   1.05     1.00        .02

Portfolio Turnover Rate                           53.18    39.04  64.84    98.44      79.65

Net Assets, End of Period ($ millions)            1,247    1,228    826      692        683

1) Based on average monthly shares outstanding during
the period.



AARP Small Company Stock Fund
- -------------------------------------------------------------------------------------------------

                                                                            Years Ended
                                                                           September 30

PER SHARE DATA ($)                                                       1998 (1)      1997 (1,2)

Net Asset Value, Beginning of Period                                        20.02           15.00
                                             ----------------------------------------------------


Income from Investment Operations:

Net Investment Income                                                         .01             .04

Net Gains or (Losses) on Securities,
both realized and unrealized                                               (2.98)            4.98
                                             ----------------------------------------------------


Total from Investment Operations                                           (2.97)            5.02
                                             ----------------------------------------------------


Less Distributions from:

Net Investment Income                                                       (.04)              --

Net Realized Gains on Investments                                           (.08)              --
                                             ----------------------------------------------------


Total Distributions                                                        (0.12)               -
                                             ----------------------------------------------------


Net Asset Value, End of Period                                              16.93           20.02
                                             ----------------------------------------------------


Total Return (%, annualized) (3)                                          (14.91)       33.53 (4)


RATIOS/SUPPLEMENTAL DATA (%)                                             1998 (1)      1997 (1,2)

Ratio of Expenses to Avg. Net Assets                                         1.75        1.75 (5)

Ratio of Net Income to Avg. Net Assets                                        .07        0.40 (5)

Ratio of Operating Expenses, before
expense reductions, to Avg. Net Assets                                       1.80        2.79 (5)

Portfolio Turnover Rate                                                     12.21        5.01 (5)

Net Assets, End of Period ($ millions)                                         97              50

1) Based on average monthly shares outstanding during
the period.

2) February 1, 1997 (commencement of operations) through September 30, 1997.

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

4) Not annualized.

5) Annualized.



AARP Global Growth Fund
- -------------------------------------------------------------------------------------------------

                                                                Years Ended September 30

PER SHARE DATA ($)                                          1998 (1)   1997 (1)    1996 (1,2)

Net Asset Value, Beginning of Period                           19.24      15.49         15.00
                                             ----------------------------------------------------


Income from Investment Operations:

Net Investment Income                                           0.19        .09           .06

Net Gains or (Losses) on Securities,
both realized and unrealized                                  (0.62)       3.72           .43
                                             ----------------------------------------------------


Total from Investment Operations                              (0.43)       3.81          0.49



Less Distributions from:

Net Investment Income                                         (0.16)      (.06)             -

Net Realized Gains on Investments                             (0.53)          -             -
                                             ----------------------------------------------------


Total Distributions                                           (0.69)      (.06)             -



Net Asset Value, End of Period                                 18.12      19.24         15.49
                                             ----------------------------------------------------


Total Return (%, annualized)                                  (2.19)  24.67 (3)    3.27 (3,4)



RATIOS/SUPPLEMENTAL DATA (%)                                1996 (1)   1995 (1)    1994 (1,2)

Ratio of Expenses to Avg. Net Assets                            1.65       1.75      1.75 (5)

Ratio of Net Income to Avg. Net Assets                          0.99       0.55      1.03 (5)

Ratio of Operating Expenses, before
expense reductions, to Avg. Net Assets                             -       1.82      2.31 (5)

Portfolio Turnover Rate                                        59.15      31.34     12.56 (5)

Net Assets, End of Period ($ millions)                           145        148            78

1) Based on average monthly shares outstanding during
the period.

2) February 1, 1996 (commencement of operations) through September 30, 1996.

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

4) Not annualized.

5) Annualized.



 AARP International Stock Fund
- -------------------------------------------------------------------------------------------------


                                                                     Years Ended September 30

PER SHARE DATA ($)                                                     1998 (1)        1997 (1,2)

Net Asset Value, Beginning of Period                                      17.36             15.00
                                             ----------------------------------------------------


Income from Investment Operations:

Net Investment Income                                                      0.28              0.23

Net Gains or (Losses) on Securities, both realized and unrealized        (0.83)              2.13
                                             ----------------------------------------------------


Total from Investment Operations                                         (0.55)              2.36
                                             ----------------------------------------------------


Less Distributions from:

Net Investment Income                                                    (0.11)                --

Net Realized Gains on Investments                                        (0.15)                --
                                             ----------------------------------------------------



Total Distributions                                                      (0.26)                --
                                             ----------------------------------------------------


Net Asset Value, End of Period                                            16.55             17.36
                                             ----------------------------------------------------


Total Return (%, annualized) (3)                                         (3.16)         15.73 (4)


RATIOS/SUPPLEMENTAL DATA (%)                                           1998 (1)        1997 (1,2)

Ratio of Expenses to Avg. Net Assets                                       1.75          1.75 (5)

Ratio of Operating Expenses,
before expense reductions, to Avg. Net Assets                              2.41          4.28 (5)

Ratio of Net Income to Avg. Net Assets                                     1.30          2.35 (5)

Portfolio Turnover Rate                                                   75.28         50.73 (5)

Net Assets, End of Period ($ millions)                                       41                20

1) Based on average monthly shares outstanding during
the period.

2) February 1, 1997 (commencement of operations) through September 30, 1997.

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

4) Not annualized.

5) Annualized.



AARP Diversified Income with Growth Portfolio
- -------------------------------------------------------------------------------------------------

                                                                  Years Ended September 30

PER SHARE DATA ($)                                                1998 (1)        1997 (1,2)

Net Asset Value, Beginning of Period                                 15.96             15.00
                                             ----------------------------------------------------



Income from Investment Operations:

Net Investment Income                                                 0.82              0.43

Net Gains or (Losses) on Securities, both realized and
unrealized                                                             .03              0.96
                                             ----------------------------------------------------




Total from Investment Operations                                      0.85              1.39
                                             ----------------------------------------------------


Less Distributions from:

Net Investment Income                                               (0.76)            (0.43)

Net Realized Gains on Investments                                    (.05)                 --
                                             ----------------------------------------------------


Total Distributions                                                 (0.81)            (0.43)
                                             ----------------------------------------------------


Net Asset Value, End of Period                                       16.00             15.96
                                             ----------------------------------------------------


Total Return (%, annualized) (3)                                      5.38          9.35 (4)


RATIOS/SUPPLEMENTAL DATA (%)                                      1998 (1)        1997 (1,2)

Ratio of Expenses to Avg. Net Assets (5)                                --                --

Ratio of Net Income to Avg. Net Assets                                5.05          5.13 (6)

Portfolio Turnover Rate                                               5.12          5.57 (6)

Net Assets, End of Period ($ millions)                                  98                43

1) Based on average monthly shares outstanding during
the period.

2) February 1, 1997 (commencement of operations) through September 30, 1997.

3) If the fund manager had not maintained some of the underlying AARP Funds'
expenses, the total return for this fund would have been lower.

4) Not annualized.

5) Although the portfolio did not incur any direct expenses for the period, it
did bear its share of the operating, administrative and advisory expenses of the
underlying AARP Funds.

6) Annualized.



AARP Diversified Growth Portfolio
- -------------------------------------------------------------------------------------------------

                                                                 Years Ended September 30

PER SHARE DATA ($)                                                  1998 (1)      1997 (1,2)

Net Asset Value, Beginning of Period                                   17.40           15.00
                                             ----------------------------------------------------



Income from Investment Operations:

Net Investment Income                                                   0.58            0.34

Net Gains or (Losses) on Securities,
both realized and unrealized                                          (0.37)            2.06
                                             ----------------------------------------------------



Total from Investment Operations                                        0.21            2.40
                                             ----------------------------------------------------


Less Distributions from:

Net Investment Income                                                 (0.32)               --

Net Realized Gains on Investments                                     (0.10)               --
                                             ----------------------------------------------------


Total Distributions                                                   (0.42)               --
                                             ----------------------------------------------------


Net Asset Value, End of Period                                         17.19           17.40
                                             ----------------------------------------------------


Total Return (%, annualized) (3)                                        1.22      16.00 (4)



RATIOS/SUPPLEMENTAL DATA (%)                                        1998 (1)      1997 (1,2)

Ratio of Expenses to Avg. Net Assets(5)                                    --               --

Ratio of Net Income to Avg. Net Assets                                  3.21        3.52 (6)

Portfolio Turnover Rate                                                 5.55        7.67 (6)

Net Assets, End of Period ($ millions)                                   130              62
</TABLE>

1) Based on average monthly shares outstanding during
the period.

2) February 1, 1997 (commencement of operations) through September 30, 1997.

3) If the fund manager had not maintained some of the underlying AARP Funds'
expenses, the total return for this fund would have been lower.

4) Not annualized.

5) Although the portfolio did not incur any direct expenses for the period, it
did bear its share of the operating, administrative and advisory expenses of the
underlying AARP Funds.

6 Annualized.


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 and is incorporated by reference into this document (that is, it is
legally a 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
1-800-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





(C)1996-1999 Scudder Investor Services, Inc.

<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, 1999
                            As Revised June 30, 1999





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


         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, 1999, 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, 1998 is incorporated by reference into and are hereby deemed
to be part of this Statement of Additional Information.


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                      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....................................................................................41
         Share Certificates.............................................................................41
         Direct Deposit Program.........................................................................41
         Other Information..............................................................................41

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

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

TRANSACT BY PHONE.......................................................................................45
         Purchasing Shares by Transact by Phone.........................................................46
         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
         Taking a Global Approach.......................................................................58

TRUST ORGANIZATION......................................................................................59

MANAGEMENT OF THE FUNDS.................................................................................60
         Personal Investments by Employees of Scudder...................................................67

                                       i

<PAGE>

                          TABLE OF CONTENTS (continued)
                                                                                                      Page

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

REMUNERATION............................................................................................71

DISTRIBUTOR.............................................................................................73

TAXES    ...............................................................................................74

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

NET ASSET VALUE.........................................................................................81
         AARP Money Funds...............................................................................81
         AARP Non-Money Market Funds....................................................................82

ADDITIONAL INFORMATION..................................................................................83
         Experts........................................................................................83
         Shareholder Indemnification....................................................................83
         Ratings of Corporate Bonds.....................................................................83
         Ratings of Commercial Paper....................................................................84
         Ratings of Municipal Bonds.....................................................................84
         Other Information..............................................................................85
         Tax-Exempt Income vs. Taxable Income...........................................................87

FINANCIAL STATEMENTS....................................................................................88
</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, 1999
(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 June 26, 1997,  Scudder entered into an agreement with Zurich Insurance
Company  (Zurich)  pursuant  to  which  Scudder  and  Zurich  agreed  to form an
alliance.  On December 31, 1997, Zurich acquired a majority interest in Scudder,
and  Zurich  Kemper  Investments,  Inc.,  a Zurich  subsidiary,  became  part of
Scudder. Scudder's name has been changed to Scudder Kemper Investments, Inc.

         Founded  in  1872,  Zurich  is  a  multinational,   public  corporation
organized  under  the  laws of  Switzerland.  Its  home  office  is  located  at
Mythenquai 2, 8002 Zurich,  Switzerland.  Historically,  Zurich's  earnings have
resulted from its  operations as an insurer as well as from its ownership of its
subsidiaries and affiliated  companies (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.

         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

<PAGE>

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.

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.



                                       2
<PAGE>
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


         (See "AARP High Quality Money Fund",  "AARP High Quality Tax Free Money
Fund" and "AARP Premium Money Fund" in the Prospectus.)


         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 average  dollar-weighted
maturity of its  investments  is 90 days or less.  The  investment  policies and
restrictions of the Fund are described as follows:

         To  provide  safety and  liquidity,  the  investments  of the AARP High
Quality  Money Fund are limited to those that at the time of purchase are rated,
or judged by the Fund Manager to be the  equivalent  of those rated,  within the
two highest credit ratings  ("high quality  instruments")  by one or more rating
agencies such as: Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Corporation ("S&P") or Fitch Investors Service ("Fitch").  In addition, the Fund
Manager  seeks  through  its  own  credit  analysis  to  limit   investments  to
high-quality  instruments  presenting minimal credit risks. If a security ceases
to be rated or is downgraded  below the second highest quality rating  indicated
above,  the Fund will  promptly  dispose of the  security,  unless the  Trustees
determine  that  continuing to hold 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 which 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.

         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


                                       4
<PAGE>

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 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  which are unrated if, in the opinion of the Fund Manager,
such securities possess creditworthiness comparable to those rated securities in
which the Fund may invest. For a description of ratings,  please see "Additional
Information." Shares of this Fund are not insured or guaranteed by the U.S.
Government.

         Subsequent  to its  purchase  by the AARP High  Quality  Tax Free Money
Fund, an issue of municipal  securities  may cease to be rated or its rating may
be reduced  below the minimum  required for purchase by the Fund.  The Fund


                                       5
<PAGE>

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 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


                                       6
<PAGE>

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  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


                                       7
<PAGE>

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 which 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

         (See "AARP High  Quality  Short  Term Bond  Fund,"  "AARP GNMA and U.S.
Treasury  Fund",  "AARP  Insured Tax Free General Bond Fund" and "AARP Bond Fund
for Income" in the Prospectus.)  Each of the Funds seeks to earn a high level of
income consistent with its investment policies.

         AARP High Quality Short Term Bond Fund. The Fund is designed to produce
a high  level  of  current  income  but  with  less  risk of loss to the  Fund's
portfolio than other short-term bond mutual funds, measured by the


                                       8
<PAGE>

frequency and amount by which total return fluctuates downward. The Fund pursues
this investment  objective by investing  primarily in  high-quality,  short-term
U.S. Government,  corporate and other fixed-income securities. The Fund also has
an educational objective to help shareholders,  especially  individuals planning
for and living in retirement,  make informed  investment  decisions.  Consistent
with investments primarily in high quality securities, the Fund seeks to provide
a high level of income and to keep the value of its shares more stable than that
of a long-term bond. By including short- and medium-term bonds in its portfolio,
the Fund seeks to offer less share price volatility than long-term bonds or many
long-term bond 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 two 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 two 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 two  highest  rating
categories  by  Moody's  or S&P.  The Fund may invest up to 20% of its assets in
bonds rated Baa by Moody's or rated BBB by S&P.  Securities rated Baa by Moody's
or BBB by S&P are neither highly protected nor poorly secured.  These securities
normally pay higher yields and are regarded as having adequate capacity to repay
principal and pay interest but involve  potentially  greater  price  variability
than  higher-quality  securities.  Moody's  considers bonds it rates Baa to have
speculative elements as well as investment-grade characteristics.  The Fund does
not purchase securities rated below  investment-grade,  commonly known as "junk"
bonds. (See "ADDITIONAL INFORMATION--Ratings of Corporate Bonds.")

         Variations of Maturity.  In an attempt to capitalize on the differences
in total return from  securities  of  differing  maturities,  maturities  may be
varied  according to the  structure  and level of interest  rates,  and the Fund
Manager's expectations of changes 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,
including GNMAs. The Fund will make long-term  investments but will also attempt
to dampen its price variability in comparison to that of a long-term bond mutual
fund by including short-term U.S. Treasury securities in its portfolio. The Fund
may also utilize hedging  techniques  involving limited use of financial futures
contracts and the purchase and writing (selling) of put and call options on such
contracts. Under certain market conditions,  these strategies may reduce current
income.  At any time,  the Fund may have a substantial  portion of its assets in
securities of a particular type or maturity.
The Fund may also  write  covered  call  options  on  portfolio  securities  and
purchase "when-issued" securities.

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

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

         The payment of principal  on the  underlying  mortgages  may exceed the
minimum required by the schedule of payments for the mortgages. Such prepayments
are  made  at  the  option  of the  mortgagors  for a wide  variety  of  reasons
reflecting their individual  circumstances and may involve capital losses if the
mortgages were purchased at a premium.


                                       10
<PAGE>

For  example,  mortgagors  may  speed  up the rate at which  they  prepay  their
mortgages when interest rates decline sufficiently to encourage refinancing. The
Fund,  when such  prepayments  are passed through to it, may be able to reinvest
them only at a lower rate of interest.  The Fund  Manager,  in  determining  the
attractiveness of GNMAs relative to alternative fixed-income securities,  and in
choosing specific GNMA issues, will have made assumptions as to the likely speed
of prepayment.  Actual  experience may vary from this assumption  resulting in a
higher or lower investment  return than  anticipated.  When interest rates rise,
mortgage  prepayment  rates  tend to  decline,  thus  lengthening  the life of a
mortgage-related  security and increasing the price volatility of that security,
affecting the price volatility of the Fund's shares.

         Some  investors  may  view  the  Fund  as  an  alternative  to  a  bank
certificate  of  deposit.  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


                                       11
<PAGE>

qualify as "within the top three  ratings,"  a security  must have such a rating
due to the credit of the issuer or due to specific  insurance  on the  security,
whether acquired at issuance or by the Fund at the time of purchase.  A security
would not so qualify if its rating was solely the result of  coverage  under the
Fund's portfolio insurance.

         Securities  in which the Fund may  invest may  include:  (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;  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


                                       12
<PAGE>

will also permit FGIC to take action  against the Fund to recover  premiums  due
it. In the case of  securities  which are  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


                                       13
<PAGE>

may afford opportunities to invest in more attractive market sectors or specific
issues by trading securities currently held by the Fund.

         Market Trading  Opportunities.  In addition to the above,  the Fund may
engage in short-term trading (selling securities held for brief periods of time,
usually less than 3 months) if the Fund 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 assets in investment-grade debt
securities. Investment-grade securities are rated Aaa, Aa, A, or Baa by Moody's,
or AAA,  AA, A, or BBB by S&P,  or, if  unrated,  are of  equivalent  quality as
determined by the Fund  Manager.  The Fund may invest up to 35% of its assets in
securities rated Ba or B by Moody's,  or BB or B by S&P, but no more than 10% of
the Fund's assets may be invested in securities rated B by Moody's or S&P. These
two grades of securities  are  considered to be below  investment  grade.  Below
investment-grade   securities  are  considered  predominantly  speculative  with
respect to their  capacity to pay interest and repay  principal.  They generally
involve a greater risk of default and have more price volatility than securities
in higher rating categories.

         The Fund may  invest  in U.S.  Treasury  and  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.


                                       14
<PAGE>

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-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

         (See  "AARP  Balanced  Stock and Bond  Fund,"  "AARP  Growth and Income
Fund," "AARP U.S. Stock Index Fund" in the Prospectus.)


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


                                       15
<PAGE>

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 stock indices for hedging purposes.  Subject to applicable regulatory
guidelines and solely to protect  against adverse effects of changes in interest
rates, the Fund may make limited use of financial futures contracts.

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

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

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

         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.



                                       16
<PAGE>

         The Fund invests primarily in common stocks and securities  convertible
into common  stocks.  It also may invest in rights to purchase  common stocks of
companies  offering the prospect for capital growth and growth of earnings while
paying  current  dividends.  The  Fund  may  also  invest  in  preferred  stocks
consistent with the Fund's  objective.  Over time,  continued growth of earnings
tends to produce higher  dividends and to enhance  capital  value.  In addition,
since 1945,  the overall  performance  of common stocks has exceeded the rate of
inflation.

         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,  primarily on the S&P 500 Index. The Fund, using a proprietary computer
model,  selects  common  stocks of S&P 500  companies  that are  expected to, on
average,  pay higher  dividends  than S&P 500  companies  in the  aggregate.  In
managing  the Fund  this  way,  the Fund  Manager  expects  performance  will be
somewhat less  volatile than that of the S&P 500 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


                                       17
<PAGE>

that the general level of stock prices may decline,  thereby adversely affecting
the value of such  investment.  SPDRs are also subject to risks other than those
associated  with an investment in a broadly based  portfolio of common stocks in
that the  selection  of the stocks  included in the trust may affect  trading in
SPDRs,  as compared with trading in a broadly based  portfolio of common stocks.
The Fund will not invest in cash reserves,  futures contracts or options as part
of a temporary  defensive  strategy,  such as lowering the Fund's  investment in
common stocks to protect against potential stock market declines.  Thus the Fund
will not take  specific  steps to minimize  losses that reflect a decline in the
S&P 500 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

         (See "AARP Capital  Growth Fund" and "AARP Small Company Stock Fund" in
the Prospectus.)


         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 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,


                                       18
<PAGE>

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 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 & Poors.

         In  pursuing  its  objective  of  long-term  capital  growth,  the Fund
normally  remains  substantially  invested  in the  common  stocks of small U.S.
companies.  Using a  quantitative  investment  approach  developed  by the  Fund
Manager,  the Fund  focuses  on  equity  securities  of  companies  with  market
capitalization  below  $1.25  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

         (See "AARP Global Growth Fund" and "AARP  International Stock Fund" and
in the Prospectus.)


         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


                                       19
<PAGE>

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

         The Fund invests in 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


                                       20
<PAGE>

foreign branches of U.S. banks, bankers' acceptances, and other debt securities,
such as Canadian or U.S.  Government  obligations or currencies,  corporate debt
instruments,  and  securities  of  companies  incorporated  in and having  their
principal  activities  in Canada or the U.S.  when the Fund Manager deems such a
position advisable in light of economic or market conditions.

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




                                       21
<PAGE>

         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.

         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


                                       22
<PAGE>

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
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


                                       23
<PAGE>

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
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


                                       24
<PAGE>

(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.

         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.



                                       25
<PAGE>

         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.

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

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

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

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

         Third Party Puts. 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.



                                       26
<PAGE>

         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 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.



                                       27
<PAGE>

         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.

         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

                                       28
<PAGE>

guarantees and the creditworthiness of the issuers thereof will be considered in
determining  whether a  mortgage-related  security  meets the Fund's  investment
quality  standards.  There can be no  assurance  that the  private  insurers  or
guarantors can meet their obligations under the insurance  policies or guarantee
arrangements.  The Fund may buy mortgage-related securities without insurance or
guarantees,  if through an examination  of the loan  experience and practices of
the  originators/servicers  and poolers,  the Fund Manager  determines  that the
securities  meet the  Fund's  quality  standards.  Although  the market for such
securities is becoming increasingly liquid, securities issued by certain private
organizations may not be readily marketable.

Collateralized   Mortgage  Obligations   ("CMOs").   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,


                                       29
<PAGE>

many of which give such debtors the right to set off certain amounts owed on the
credit cards,  thereby  reducing the balance due. There is the possibility  that
recoveries on  repossessed  collateral  may not, in some cases,  be available to
support payments on these securities.

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

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

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

         Zero Coupon  Securities.  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  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.



                                       30
<PAGE>

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

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

         High Yield/High Risk Securities. AARP Bond Fund for Income may invest a
limited   amount   of  assets  in  debt   securities   which  are  rated   below
investment-grade,  rated  lower  than Baa by  Moody's  or lower  than BBB by S&P
(hereinafter  referred to as "lower rated securities") or which are unrated, but
deemed  equivalent  to those rated below  investment-grade  by the Fund  Manager
(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


                                       31
<PAGE>

is made on behalf of the Fund and no interest accrues to the Fund. To the extent
that assets of the Fund are not invested  prior to the  settlement of a purchase
of  securities,  the Fund will earn no income;  however,  it is the intention of
each  Fund to be  fully  invested  to the  extent  practicable,  subject  to the
policies  stated  above.  While  securities  purchased on a forward  delivery or
when-issued  basis may be sold prior to the settlement  date,  each of the above
Funds intends to purchase such securities with the purpose of actually acquiring
them for its portfolio unless a sale appears  desirable for investment  reasons.
At the time the commitment to purchase a debt security on a forward  delivery or
when-issued basis is made, the transaction will be recorded and the value of the
security will be reflected in determining its net asset value.  The market value
of the when-issued or forward  delivery  securities may be more or less than the
purchase  price payable at settlement  date. The Funds do not believe that their
net asset value or income will be adversely  affected by their  purchase of debt
securities on a when-issued or forward delivery basis.  Each Fund will establish
with its  custodian a segregated  account in which it will maintain  cash,  U.S.
Government  securities and other liquid assets 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


                                       32
<PAGE>

substantial  proceeds  from the sale of portfolio  securities or of Fund shares,
and  anticipates  the future  purchase of particular  securities but expects the
rate of return then  available in the  securities  markets to be less  favorable
than rates that are currently available in the futures markets. The Funds expect
that, in the normal course, securities will be purchased upon termination of the
long futures  position,  but under  unusual  market  conditions,  a long futures
position may be terminated without a corresponding purchase of securities.

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

         Presently the only available  index futures  contract in which the AARP
Insured Tax Free General Bond Fund might invest is the Bond Buyer Municipal Bond
Index.  The Fund 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


                                       33
<PAGE>

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 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


                                       34
<PAGE>

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 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.



                                       35
<PAGE>

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

         Risks of Futures and Options  Investments.  A Fund will incur brokerage
fees in  connection  with its futures and options  transactions,  and it will be
required to  segregate  Funds for the benefit of brokers as margin to  guarantee
performance of its futures and options 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


                                       36
<PAGE>

bid to  asked  spreads  in  foreign  bond  markets  are  generally  higher  than
commissions  on bid to asked  spreads on U.S.  markets,  although the Funds will
endeavor  to  achieve  the  most  favorable  net  results  on  their   portfolio
transactions.  There is generally less government  supervision and regulation of
securities  exchanges,  brokers and listed  companies than in the U.S. It may be
more difficult for the Funds' agents to keep currently  informed about corporate
actions  which may  affect the prices of  portfolio  securities.  Communications
between the United States and foreign countries may be less reliable than within
the United States,  thus increasing the risk of delayed settlements of portfolio
transactions  or loss of  certificates  for  portfolio  securities.  Payment for
securities  without  delivery  may be required in certain  foreign  markets.  In
addition, with respect to certain foreign countries, there is the possibility of
expropriation  or confiscatory  taxation,  political or social  instability,  or
diplomatic  developments  which could affect United States  investments in those
countries.  Investments in foreign securities may also entail certain risks such
as possible currency blockages or transfer  restrictions,  and the difficulty of
enforcing rights in other countries.  Moreover, individual foreign economies may
differ  favorably or unfavorably from the United States economy in such respects
as growth of gross national product,  rate of inflation,  capital  reinvestment,
resource  self-sufficiency  and balance of payments  position.  Further,  to the
extent   investments  in  foreign   securities  involve  currencies  of  foreign
countries,  the Funds may be affected  favorably  or  unfavorably  by changes in
currency  rates and in  exchange  control  regulations  and may  incur  costs in
connection with conversion between currencies.

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


         Forward Foreign Currency  Exchange  Contracts.  Each of the AARP Growth
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.



                                       37
<PAGE>

         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.

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 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.



                                       38
<PAGE>

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

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

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

         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, AARP High Quality Tax Free Money Fund,
         AARP Insured Tax Free General Bond Fund, and AARP Premium Money 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;



                                       39
<PAGE>

                  (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

         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

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

Checks

         A certified check is not necessary,  but checks are accepted subject to
collection at full face value in United  States  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 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 New York Stock
Exchange, Inc. (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.



                                       40
<PAGE>

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 determines net
asset value per share as of noon  Eastern  time on each day the Exchange is open
for trading.  (See "NET ASSET VALUE," herein for  additional  information on how
the Fund's net asset value is  calculated.)  Orders  received after the close of
regular  trading  will be filled at the next day's net asset value per share for
the relevant Fund.

         There is no sales charge in  connection  with purchase of shares of any
of the AARP Funds.

Share Certificates

         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.  See  "Making
Exchanges and Redemptions" in the Funds' Prospectus.

Direct Deposit Program

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

Other Information

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

         The Trusts have  authorized  certain members of the NASD other than the
Distributor  to accept  purchase and  redemption  orders for each Fund's shares.
Those brokers may also designate other parties to accept purchase and redemption
orders on a Fund's 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 each Fund and
the  broker,  ordinarily  orders will be priced at a 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 shares of a Fund 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 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.



                                       41
<PAGE>

                                   REDEMPTIONS

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



                                       42
<PAGE>

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

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

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

         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.



                                       43
<PAGE>

Redemption by Checkwriting

         All new investors in the AARP Money Funds and existing  shareholders of
these Funds who apply to State Street Bank and Trust  Company for checks may use
them to pay any person, provided that each check is for at least $100 for either
the AARP High  Quality  Money Fund or the AARP High Quality Tax Free Money Fund,
or at least  $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 amount size  requirements.  For
AARP Balanced Stock and Bond Fund, AARP Growth and Income Fund and AARP GNMA and
U.S. Treasury Fund, the minimum investment is $500. For AARP Premium Money Fund,
the minimum investment is $10,000.  For all other AARP Mutual Funds, the minimum
is  $2,000.  An  account  may be opened in any AARP  Mutual  Fund for $500 if an
Automatic Investment Plan of $100 per month is established.  Each Trust reserves
the  right  to  adopt a  policy  that  if  transactions  at any  time  reduce  a
shareholder's account in a Fund to below the applicable minimum, the shareholder
will be  notified  that,  unless  the  account  is  brought  up to at least  the
applicable  minimum  the Fund will  redeem all  shares and close the  account by
making payment to the  shareholder.  The shareholder has sixty days to bring the
account up to the  applicable  minimum  before  any action  will be taken by the
Fund.  Reductions  in value that result  solely from  market  activity  will not
trigger an involuntary redemption. No transfer from an existing to a new account
may be for less than the minimums set forth above; otherwise the new account may
be  redeemed  as  described  above.  (This  policy  applies to  accounts  of new
shareholders  in a  particular  Fund,  but does not  apply  to  Retirement  Plan
Accounts.) The Trustees have the authority to increase the minimum account size.


                                       44
<PAGE>

                                    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 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

           (See "MAKING EXCHANGES AND REDEMPTIONS" in the Prospectus.)

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


                                       45
<PAGE>

previously  elected  the  "Telephone  Redemption  to Bank of Record"  and/or the
"Automatic Investment Plan" services,  the banking information must be identical
for all of these services for each of the shareholder's  Funds. After sending in
their enrollment forms,  shareholders should allow 15 days for the service to be
activated.  The  Trusts  and their  agents  each  reserve  the right to  modify,
interrupt,  suspend or  terminate  the  Transact  by Phone  service at any time,
without notice.

Purchasing Shares by Transact by Phone

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

Redeeming Shares by Transact by Phone

         To redeem  shares by Transact by Phone,  a  shareholder  should call 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.



                                       46
<PAGE>

         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.

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.



                                       47
<PAGE>

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

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

         Earnings  on the AARP  No-Fee IRA are not  subject  to current  Federal
income  tax  until  distributed;  distributions  are taxed as  ordinary  income.
Withdrawals  attributable  to  nondeductible   contributions  are  not  taxable.
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.

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

                             Value of IRA at Age 65
                 Assuming $2,000 Deductible Annual Contribution
<TABLE>
<CAPTION>

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

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


                                       48
<PAGE>

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  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


                                       49
<PAGE>

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
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.



                                       50
<PAGE>

         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.

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

AARP Money Funds

         The net  investment  income of the AARP Money Funds is determined as of
the close of regular trading on the Exchange  (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


                                       51
<PAGE>

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

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

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

Performance Information: Computation of Yields and Total Return

a)       The AARP Money Funds

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

         The current  yield is the net  annualized  yield based on a specified 7
calendar-days  calculated at simple interest rates.  Current yield is calculated
by determining the net change,  exclusive of capital changes,  in the value of a
hypothetical pre-existing account having a balance of one share at the beginning
of the  period  and  dividing  such  change by the value of the  account  at the
beginning of the base period to obtain the base-period  return.  The base-period
return is then  annualized by  multiplying  it by 365/7;  the resultant  product
equals net annualized  current yield.  The current yield figure is stated to the
nearest  hundredth  of one percent.  The current  yield of the AARP High Quality
Money  Fund and the AARP High  Quality  Tax Free  Money  Fund for the  seven-day
period ended  September 30, 1998,  was 4.84% and 4.95%,  respectively.  The AARP
Premium Money Fund commenced operations on February 1, 1999.

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

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

         The  effective  yield of the AARP High Quality  Money Fund and the AARP
High Quality Tax Free Money Fund for the  seven-day  period ended  September 30,
1998, was 4.96% and 3.00%,  respectively.  The AARP Premium Money Fund commenced
operations on February 1, 1999.

         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.



                                       52
<PAGE>

         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:

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

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

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

                                                                                 Total Return
                                                       ------------------------------------------------------------------
                                                          One Year Ended       Five Years Ended       Ten Years Ended
                                                             9/30/98               9/30/98                9/30/98
                                                             -------               -------                -------

<S>                                                            <C>                   <C>                   <C>

AARP High Quality Money Fund                                   4.86                  4.40                  5.02
AARP High Quality Tax Free Money Fund*                         2.82                  2.63                  3.43
AARP High Quality Short Term Bond                              7.90                  5.43                  8.10
AARP GNMA and U.S. Treasury                                    8.40                  5.93                  7.75
AARP Bond Fund for Income+                                     8.47                  n.a.                  n.a.
AARP Insured Tax Free General Bond                             7.57                  5.42                  8.02
AARP Balanced Stock and Bond Fund+                              1.26                 n.a.                   n.a.
AARP Growth and Income                                        (4.22)                16.07                 15.39
AARP U.S. Stock Index Fund+                                    9.39                  n.a.                  n.a.
AARP Global Growth Fund+                                      (2.19)                 n.a.                  n.a.
AARP Capital Growth                                           (3.39)                14.11                 14.13
AARP International Stock Fund+                                (3.16)                 n.a.                  n.a.
AARP Small Company Stock Fund+                               (14.91)                 n.a.                  n.a.
AARP Diversified Income With Growth Portfolio+                 5.38                  n.a.                  n.a.
AARP Diversified Growth Portfolio+                             1.22                  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, 1998,  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,  1998,  had life of fund  annual  total  returns of 8.81%,  18.52%,
         7.11%, 8.00%, 8.91% and 10.15%,  respectively.  AARP Balanced Stock and
         Bond commenced  operations on February 1, 1994 and, as of September 30,
         1998,  had a life of fund annual  total



                                       53
<PAGE>

         return of 11.91%.  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 9.04%.

         AARP Premium Money Fund commenced operations on February 1, 1999 and no
shares were outstanding  during these time periods.  In addition to total return
described above, the Funds may quote nonstandard "cumulative total return."

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

                                 C = (ERV/P) -1

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

                                                                         Cumulative Total Return
                                                     ----------------------------------------------------------------
                                                       One Year Ended       Five Years Ended      Ten Years Ended
                                                           9/30/98              9/30/98               9/30/98
                                                           -------              -------               -------

<S>                                                           <C>

AARP Balanced Stock and Bond Fund+                            1.26                 n.a.                  n.a.
AARP Growth and Income Fund                                  (4.22)              110.66                318.34
AARP U.S. Stock Index Fund+                                 9.39                   n.a.                  n.a.
AARP Global Growth Fund+                                     (2.19)                n.a.                 n.a.
AARP Capital Growth Fund                                     (3.39)              93.43                 274.04
AARP International Stock Fund+                               (3.16)                n.a.                  n.a.
AARP Small Company Stock Fund+                              (14.91)                n.a.                  n.a.
AARP Diversified Growth Portfolio+                            1.22                 n.a.                  n.a.
</TABLE>

+        AARP U.S. Stock Index Fund, AARP  International  Stock Fund, AARP Small
         Company  Stock Fund and AARP  Diversified  Growth  Portfolio  commenced
         operations on February 1, 1997 and, as of September 30, 1998,  had life
         of fund cumulative total returns of 32.60%,  12.08%, 13.62% and 17.42%,
         respectively. AARP Balanced Stock and Bond Fund commenced operations on
         February  1, 1994 and, as of  September  30,  1998,  had a life of fund
         cumulative  total return of 68.98%.  AARP Global Growth Fund  commenced
         operations  on February 1, 1996 and, as of September  30,  1998,  had a
         life of fund cumulative total return of 25.92%.


         AARP Premium Money Fund commenced operations on February 1, 1999 and no
shares were outstanding during these time periods.

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>

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

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

                                                     Yield for the 30-day period
                      Fund                            ended September 30, 1998
                      ----                            ------------------------

AARP High Quality Short Term Bond Fund                           5.13
AARP GNMA and U.S. Treasury Fund                                 5.96
AARP Bond Fund for Income+                                       6.32
AARP Insured Tax Free General Bond Fund                          3.82

+        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, 1998
                                              -------------------------------

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

AARP High Quality Tax Free Money Fund            4.11                   4.29
AARP Insured Tax Free General Bond Fund          5.31                  5.54


(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.



                                       55
<PAGE>

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

         In  connection  with   communicating  its  performance  to  current  or
prospective  shareholders,  the Fund also may compare these figures to unmanaged
indices which may assume  reinvestment of dividends or interest but generally do
not reflect  deductions for  administrative  and management costs.  Indices with
which the Fund may be compared  include  but are not limited to, the  following:
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 made by independent  sources may also be
used  in  advertisements   concerning  the  Funds,  including  reprints  of,  or
selections from, editorials or articles about these Funds. Sources for AARP Fund
performance  information and articles about the AARP Funds may include,  but are
not limited to, the following:

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

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

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

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

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

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

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



                                       56
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       57
<PAGE>

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

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

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

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

USA Today, a leading national daily newspaper.

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

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

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

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

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

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

Taking a Global Approach

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

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

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

         Stocks in many foreign markets can be attractively  priced.  The global
stock markets do not move in lock step.  When the valuations in one market rise,
there are other markets that are less expensive. There is also volatility within


                                       58
<PAGE>

markets in that some sectors may be more expensive while others are depressed in
valuation. A wider set of investment  opportunities can help make it possible to
find the best values available.



                               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.


         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


                                       59
<PAGE>

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 Scudder Kemper  Investments,  Inc.'s income
is professional fees received from providing  continuous  investment advice, and
the firm derives no income from brokerage or underwriting of securities.  Today,
it provides investment counsel for many individuals and institutions,  including
insurance  companies,  colleges,  industrial  corporations,  and  financial  and
banking  organizations.   In  addition,  it  manages  Montgomery  Street  Income
Securities,  Inc.,  Scudder  California Tax Free Trust,  Scudder Cash Investment
Trust,   Value  Equity  Trust,   Scudder  Fund,   Inc.,   Scudder  Funds  Trust,
Global/International  Fund, Inc., Scudder Global High Income Fund, Inc., Scudder
GNMA Fund, Scudder Portfolio Trust,  Scudder  Institutional  Fund, Inc., Scudder
International  Fund, Inc.,  Investment Trust,  Scudder Municipal Trust,  Scudder
Mutual Funds,  Inc., Scudder New Asia Fund, Inc., Scudder New Europe Fund, Inc.,
Scudder Pathway Series,  Scudder Securities Trust, Scudder State Tax Free Trust,
Scudder Tax Free Money Fund, Scudder Tax Free Trust, Scudder U.S. Treasury Money
Fund,  Scudder  Variable Life  Investment  Fund, The Argentina  Fund,  Inc., The
Brazil Fund,  Inc., The Korea Fund, Inc., The Japan Fund, Inc. and Scudder Spain
and Portugal  Fund,  Inc. Some of the foregoing  companies or trusts have two or
more series.

         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 the federal  securities  laws.  Any
person who participates in the AMA  InvestmentLinkSM  Program will be a customer
of Scudder (or of a subsidiary  thereof) and not the AMA or AMA Solutions,  Inc.
AMA InvestmentLinkSM is a service mark of AMA Solutions, Inc.

         The Fund Manager maintains a large research department,  which conducts
continuous   studies  of  the  factors  that  affect  the  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.
Scudder's   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


                                       60
<PAGE>

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.

         Each Fund's investment management agreement dated February 1, 1994, was
approved  by the  Trustees  of each Trust on  November  15,  1993.  Because  the
transaction between Scudder and Zurich resulted in the assignment of each Fund's
investment management agreement with Scudder, those agreements were deemed to be
automatically terminated at the consummation of the transaction. In anticipation
of the transaction,  however, new investment  management agreements between each
Trust on behalf of the Funds and the Fund Manager were  approved by each Trust's
Trustees on August 20, 1997. At the special  meeting of the Funds'  shareholders
held  on  October  22,  1997,  and  adjourned   until  November  17,  1997,  the
shareholders  also  approved  the  new  investment  management  agreements.  The
investment  management  agreements became effective as of December 31, 1997. The
investment  management agreements are in all material respects on the same terms
as the previous  investment  management  agreements  which they  supersede.  The
Agreements  incorporated conforming changes which promoted consistency among all
of  the  funds   advised  by  the  Fund   Manager  and  which   permit  ease  of
administration.

         On September 7, 1998, the businesses of Zurich (including  Zurich's 70%
interest in the Fund  Manager) 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.

         Upon consummation of this transaction,  the Funds' existing  investment
management  agreements  with the Fund Manager were deemed to have been  assigned
and,  therefore,  terminated.  The  Board  approved  new  investment  management
agreements (the  "Agreements")  with the Fund Manager,  which were substantially
identical to the current investment management agreement, except for the date of
execution  and  termination.   These   agreements   became  effective  upon  the
termination  of the  then  current  investment  management  agreements  and were
approved at special  meetings  held on December 15, 1998.  The  Agreements  will
continue in effect  until  September  30, 1999 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  Agreement or interested  persons of
the Fund  Manager  or the  Funds,  cast in person at a  meeting  called  for the
purpose  of  voting  on such  approval,  and  either  by a vote of each  Trust's
Trustees or of a majority of the outstanding voting securities of each 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
its assignment.

         Under the Agreement, 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   Agreement,   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.



                                       61
<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,  1998 were over  $16,457.7
billion.

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

         The individual Fund fees are as follows:



         ---------------------------------------------- ------------------------
         AARP Mutual Fund                               Individual Fund Fee Rate
         ---------------------------------------------- ------------------------
         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
         ---------------------------------------------- ------------------------



                                       62
<PAGE>

         The advisory  fees from the  Management  Agreement for the three fiscal
years ended September 30, 1996, 1997 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                                   1996              1997              1998
                                                                   ----              ----              ----
<S>                                                            <C>               <C>               <C>

     AARP High Quality Money Fund                              1,522,929         1,760,550         1,866,955
     AARP Premium Money Fund***                                  n.a.              n.a.              n.a.
     AARP GNMA and U.S. Treasury Fund                         21,113,592        19,228,620        18,153,539
     AARP High Quality Short Term Bond Fund                    2,550,245         2,287,683         2,092,824
     AARP Bond Fund for Income**                                 n.a.             97,012            615,552
     AARP High Quality Tax Free Money Fund                      453,559           410,859           380,516
     AARP Insured Tax Free General Bond Fund                   8,665,253         8,224,295         8,035,738
     AARP Balanced Stock and Bond Fund                         1,560,129         2,445,813         3,420,192
     AARP Growth and Income Fund                              17,423,770        25,101,044        33,479,324
     AARP U.S. Stock Index Fund**                                n.a.             38,841            201,960
     AARP Global Growth Fund*                                   266,155           932,182          1,277,487
     AARP Capital Growth Fund                                  4,626,894         6,053,108         7,953,203
     AARP International Stock Fund**                             n.a.              59,143           292,161
     AARP Small Company Stock Fund**                             n.a.             111,376           718,086
     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, 1996, 1997 and
1998 were as follows:
<TABLE>
<CAPTION>

                                                                   1996              1997              1998
                                                                   ----              ----              ----
<S>                                                               <C>               <C>               <C>
     AARP High Quality Money Fund                                 0.96%             0.91%             0.87%
     AARP Premium Money Fund***                                    n.a.              n.a.              n.a.
     AARP High Quality Short Term Bond Fund                        0.91              0.93              0.90
     AARP GNMA and U.S. Treasury Fund                              0.64              0.65              0.61
     AARP Bond Fund for Income**                                  n.a.               n.a.              0.19
     AARP High Quality Tax Free Money Fund                         0.85              0.85              0.83
     AARP Insured Tax Free General Bond Fund                       0.66              0.66              0.62
     AARP Balanced Stock and Bond Fund                             0.88              0.91              0.84
     AARP Growth and Income Fund                                   0.69              0.71              0.67
     AARP U.S. Stock Index Fund**                                  n.a.             0.50+              0.50
     AARP Global Growth Fund*                                     1.75+              1.75              1.65
     AARP Capital Growth Fund                                      0.90              0.92              0.87
     AARP International Stock Fund**                               n.a.             1.75+              1.75
     AARP Small Company Stock Fund**                               n.a.             1.75+              1.75
     AARP Diversified Income With Growth Portfolio**               n.a.              n.a.              n.a.
     AARP Diversified Growth Portfolio**                           n.a.              n.a.              n.a.
</TABLE>

                                       63
<PAGE>


+     Annualized
*     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, 1997, the  reimbursement by the
Fund  Manager  based on the  expense  limitation  in effect was  $74,953 to AARP
Global Growth Fund, and $0 for the fiscal year ended September 30, 1998.

         For the fiscal year ended  September 30, 1998,  the  reimbursement  and
expense  reductions  based on the  expense  limitation  in effect was $0 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.

         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.


         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.


         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  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.)

         The  Investment  Management  Agreements  for all Funds  will  remain in
effect  until  August 31,  1999 and from year to year  thereafter  only if their
continuance is specifically approved at least annually by the vote of a majority
of


                                       64
<PAGE>

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.


         Pursuant  to a  Subadvisory  Agreement  between  the Fund  Manager  and
Bankers  Trust  Company,   Banker  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.

         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  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 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.



                                       65
<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


                                       66
<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.


                              TRUSTEES AND OFFICERS
<TABLE>
<CAPTION>

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

<S>                                    <C>                   <C>                                <C>
Linda C.  Coughlin##* (47)             Chairperson of the    Managing Director of Scudder       Director and Senior
                                       Board and Trustee     Kemper Investments, Inc.           Vice President



                                       67
<PAGE>

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

Horace B. Deets+* (60)                 Vice Chairperson      Executive Director, American       --
(Trustee of AARP Cash Investment       and Trustee           Association of Retired Persons
Funds, AARP Growth Trust and AARP
Tax Free Income Trust only)

Carole Lewis Anderson (54)             Trustee               President, MASDUN Capital          --
3616 Reservoir Road, N.W.                                    Advisors; Principal, Suburban
Washington, DC                                               Capital Markets, Inc.; Director,
                                                             VICORP Restaurants, Inc.; Member
                                                             of the Board, Association for
                                                             Corporate Growth of Washington,
                                                             D.C.; Trustee, Hasbro Children's
                                                             Foundation and Mary Baldwin
                                                             College

Adelaide Attard (68)                   Trustee               Consultant, Gerontology            --
270-28N Grand Central Parkway                                Commissioner, County of Nassau,
Floral Park, NY                                              New York, Department of Senior
                                                             Citizen Affairs (1971-1991),
                                                             Member, NYC Department of Aging
                                                             Advisory Council; Chairperson,
                                                             Federal Council on Aging
                                                             (1981-1986)

Robert N. Butler, M.D. (72)            Trustee               Director, International           --
211 Central Park West                                        Longevity Center and Professor
Apt. 7F                                                      of Geriatrics and Adult
New York, NY                                                 Development; Chairman, Henry L.
                                                             Schwartz Department of
                                                             Geriatrics and Adult
                                                             Development, Mount Sinai Medical
                                                             Center (1982 to present);
                                                             Formerly Director, National
                                                             Institute on Aging, National
                                                             Institute of Health (1976-1982)

Esther Canja+* (71)                    Trustee               Vice President, American           --
(AARP Managed Investment Portfolios                          Association of Retired Persons;
and AARP Income Trust only)                                  Trustee and Chair, AARP Group
                                                             Health Insurance Plan; Board
                                                             Liaison, National Volunteer
                                                             Leadership Network Advisory
                                                             Committee; Chair, Board
                                                             Operations Committee; AARP State
                                                             Director of Florida (1990-1992)

                                       68
<PAGE>

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

Edgar R. Fiedler (69)                  Trustee               Senior Fellow and Economic        --
50023 Brogden                                                Counselor, The Conference Board,
Chapel Hill, NC                                              Inc.

Lt. Gen. Eugene P. Forrester (72)      Trustee               Lt. General (Retired), U.S.       --
1101 S. Arlington Ridge Rd.                                  Army; International Trade
Arlington, VA                                                Counselor (1983 to present);
                                                             Consultant

George L. Maddox, Jr. (73)             Trustee               Professor Emeritus and Director,  --
P.O. Box 2920                                                Long Term Care Resources
Duke Univ. Medical Center                                    Program, Duke University Medical
Durham, NC                                                   Center; Professor Emeritus of
                                                             Sociology, Departments of
                                                             Sociology and Psychiatry, Duke
                                                             University

Robert J. Myers (86)                   Trustee               Actuarial Consultant (1983-        --
9610 Wire Ave.                                               present); Formerly Chairman,
Silver Spring, MD                                            Commission on Railroad
                                                             Retirement Reform (1988-90);
                                                             Deputy Commissioner, Social
                                                             Security Administration
                                                             (1981-1982); Member, National
                                                             Commission on Social Security
                                                             (1978-1981); Formerly Executive
                                                             Director, National Commission on
                                                             Social Security Reform
                                                             (1982-1983); Director:
                                                             Manufacturers Investment Trust,
                                                             Inc. (1995-98); Member,
                                                             Prospective Payment Assessment
                                                             Commission (1993-1997)

James H. Schulz (62)                   Trustee               Professor of Economics and         --
158 Scruton Pond Road                                        Kirstein Professor of Aging
Barrington, NH                                               Policy, Policy Center on Aging,
                                                             Florence Heller School, Brandeis
                                                             University

Gordon Shillinglaw (73)                Trustee               Professor Emeritus of             --
115 Live Oak Lane                                            Accounting, Columbia University
Largo, FL                                                    Graduate School of Business



                                       69
<PAGE>

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

Jean Gleason Stromberg (55)            Trustee               Consultant, Director, Financial
3816 Military Road, NW                                       Institutions Issues, U.S.
Washington, D.C.                                             General Accounting Office
                                                             (11/96-9/97); Partner, Fulbright
                                                             & Jaworski Law Firm (1978-1996)

William Glavin (40)##                  Vice President        Senior Vice President of Scudder   Vice President
                                                             Kemper Investments, Inc.



John Millette##                        Vice President and    Vice President of Scudder Kemper   Vice President
                                       Assistant Secretary   Investments, Inc.



James W. Pasman## (46)                 Vice President        Principal of Scudder Kemper       --
                                                             Investments, Inc.

Kathryn L. Quirk# (46)                 Vice President and    Managing Director of Scudder       Director, Senior Vice
                                       Secretary             Kemper Investments, Inc.           President and Assistant
                                                                                                Clerk

Howard Schneider## (41)                Vice President        Managing Director of Scudder      --
                                                             Kemper Investments, Inc.

John Hebble (40)##                     Treasurer             Senior Vice President, Scudder     --
                                                             Kemper Investments, Inc.

Cornelia M. Small# (54)                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, 1998,  2,032,396  shares in the aggregate,  15.6% 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.

         As of December 31, 1998,  1,711,139 shares in the aggregate,  13.10% of
the  outstanding  shares of AARP Bond Fund for  Income  were held in the name of
State  Street Bank and Trust  Company,  Custodian  for AARP  Diversified  Growth
Portfolio,  One Heritage Drive,  Quincy, MA 02171, which may be deemed to be the
beneficial  owner of certain  of these  shares,  but  disclaims  any  beneficial
ownership therein.

         As of December 31, 1998, 473,723 shares in the aggregate,  5.48% 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


                                       70
<PAGE>

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, 1998,  1,082,508 shares in the aggregate,  12.54% of
the  outstanding  shares of AARP U.S.  Stock Index Fund were held in the name of
State  Street Bank and Trust  Company,  Custodian  for AARP  Diversified  Growth
Portfolio,  One Heritage Drive,  Quincy, MA 02171, which may be deemed to be the
beneficial  owner of certain  of these  shares,  but  disclaims  any  beneficial
ownership therein.

         As of December  31,  1998,  all Trustees and Officers of the Trust as a
group  owned  beneficially  (as that term is defined in Section  13(d) under the
Securities and Exchange Act of 19347) 240,969 shares,  or 2.79% of the shares of
AARP U.S. Stock Index Fund.

         As of December 31, 1998, 517,852 shares in the aggregate, 22.09% 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, 1998, 728,101 shares in the aggregate, 13.98% 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, 1998, 440,150 shares in the aggregate,  5.34% 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,  1998,  no
person owned beneficially more than 5% of any Fund's outstanding shares,  except
as stated above.

         As of December  31,  1998,  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, 1998,  each of these  unaffiliated
Trustees  received an annual  retainer of $10,000  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 $100 per nominating
committee  meeting,  other than an audit  committee  meeting,  and $125 for each
additional  committee  meeting  attended.  If any such meetings are held jointly
with meetings of one or more mutual funds advised by the Fund Manager, a maximum
fee of $800 for meetings of 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, 1998, the Trustees' fees and expenses for 15 of
the Funds were as follows:

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

                  AARP High Quality Money Fund                         $27,022



                                       71
<PAGE>

                  AARP High Quality Short Term Bond Fund                $23,339
                  AARP GNMA and U.S. Treasury Fund                      $34,292
                  AARP High Quality Tax Free Money Fund                 $23,339
                  AARP Insured Tax Free General Bond Fund               $23,339
                  AARP Balanced Stock and Bond Fund                     $23,839
                  AARP Growth and Income Fund                           $32,086
                  AARP Bond Fund for Income                             $34,697
                  AARP U.S. Stock Index Fund                            $27,718
                  AARP International Stock Fund                         $25,360
                  AARP Small Company Stock Fund                         $26,123
                  AARP Global Growth Fund                               $27,038
                  AARP Capital Growth Fund                              $24,642
                  AARP Diversified Income and Growth                    $     0
                  AARP Diversified Growth                               $     0

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, 1998.
<TABLE>
<CAPTION>

                           AARP Cash                           AARP             AARP                             All AARP Trusts+
                          Investment           AARP          Tax Free          Growth         Paid by the         and Scudder
Name                        Funds+-       Income Trust@-   Income Trust#      Trust##-           Adviser           Fund Complex
- ----                        -------       --------------   -------------                         -------           ------------

<S>                         <C>               <C>            <C>              <C>                 <C>                <C>
Carole L. Anderson          $2,641            $9,025         $4,563           $15,713             $2,800             $34,743
                                                                                                                    (16 funds)


Adelaide Attard             $2,640            $9,025         $4,563           $15,711             $2,800             $34,740
                                                                                                                    (16 funds)


Robert N. Butler            $2,284            $7,201         $3,938           $13,543             $2,800             $29,767
                                                                                                                    (16 funds)


Edgar R. Fiedler            $2,494            $8,528         $4,313           $14,857             $4,900             $35,093
                                                                                                                    (28 funds)


Eugene P. Forrester         $3,013           $10,292         $5,203           $17,915             $2,800             $39,223
                                                                                                                    (16 funds)


George L. Maddox, Jr.       $3,013           $10,292         $5,203           $17,915             $2,800             $39,223
                                                                                                                    (16 funds)


Robert J. Myers             $2,641            $9,024         $4,563           $15,715             $2,800             $34,743
                                                                                                                    (16 funds)


James H. Schulz             $2,641            $9,024         $4,563           $15,715             $2,800             $34,743
                                                                                                                    (16 funds)


Gordon Shillinglaw          $3,013           $10,292         $5,203           $20,165             $5,075             $43,748
                                                                                                                    (29 funds)




                                       72
<PAGE>

Jean Gleason Stromberg      $2,641            $9,024         $4,563           $15,715             $2,800             $34,743
                                                                                                                    (16 funds)
</TABLE>


+        AARP Cash  Investment  Funds  consisted  of one Fund during the period:
         AARP High Quality Money Fund.

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

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

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

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

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

***      This  amount  includes  $202,580  paid by the  liquidation  of  Scudder
         Institutional Fund, Inc., $21,189 incurred in deferred  compensation by
         Scudder Fund Inc.,  and $53,205 paid by the remaining  Scudder Funds as
         compensation for serving on the Boards of those Funds.

         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.


                                   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,
1999 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


                                       73
<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


                                       74
<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.

         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


                                       75
<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




                                       76
<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


                                       77
<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


                                       78
<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 Fund
Manager in connection with a Fund. Conversely,  such information provided to



                                       79
<PAGE>


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, 1996,  1997 and 1998 the AARP
Growth  and  Income  Fund  paid  total  brokerage   commissions  of  $3,453,669,
$4,618,820 and $6,932,351, respectively. For the fiscal year ended September 30,
1998,  $5,526,167  (80%) 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   $6,180,058,545   of  which
$4,583,758,114  (74% 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, 1996,  1997 and
1998  the  AARP  Capital  Growth  Fund  paid  total  brokerage   commissions  of
$1,011,500,  $734,958 and  $1,239,270,  respectively.  For the fiscal year ended
September 30, 1998,  $1,055,352 (85%) 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  $1,410,927,090,
of which  $1,133,864,783  (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, 1996,  1997 and
1998 the AARP  Balanced  Stock  and Bond  Fund  paid  brokerage  commissions  of
$201,070,  $229,436  and  $386,854,  respectively.  For the  fiscal  year  ended
September 30, 1998,  $318,170 (82%) 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 $940,667,072, of
which  $720,136,720 (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 the fiscal period  February 1, 1996  (commencement  of  operations)
until  September  30,  1996,  the AARP Global  Growth Fund paid total  brokerage
commissions of $209,773,  and for each year of the fiscal years ended  September
30,  1997  and  1998  paid  brokerage  commissions  of  $180,078  and  $209,360,
respectively.  For the fiscal year ended  September 30, 1998,  $145,745 (70%) 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 $111,734,455, of which $73,229,833 (66% 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  year  ended  September  30,  1998 paid
brokerage commissions of $106,149. For the fiscal year ended September 30, 1998,
$84,821  (80%) 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 $96,638,406, of which $69,552,916 (72% 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.



                                       80
<PAGE>



         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 year ended  September 30, 1998 paid
brokerage  commissions  of $163,064.  For the fiscal period ended  September 30,
1998,   $109,069  (67%)  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 $71,191,927,  of
which $47,478,204 (67% 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, 1996, 1997, and 1998 for
five of the non-money market Funds were: AARP High Quality Short Term Bond Fund,
169.96%,  83.26% and 137.60%;  AARP GNMA and U.S. Treasury Fund, 83.44%,  86.76%
and 160.40%;  AARP Insured Tax Free General Bond Fund, 18.69%,  7.61% and 6.21%;
AARP Growth and Income Fund,  25.02%,  33.40% and 40.19%;  AARP  Capital  Growth
Fund, 64.84%,  39.04% and 53.18%, all respectively.  The portfolio turnover rate
for the  fiscal  years  ended  September  30,  1996,  1997 and 1998 for the AARP
Balanced Stock and Bond Fund was 35.22%,  26.79% and 56.69%,  respectively.  The
portfolio  turnover rate for AARP Global Growth Fund for the period  February 1,
1996  (commencement of operations) to September 30, 1996 was 12.56%, and for the
fiscal  years  ended  September  30,  1997  and  1998  was  31.34%  and  59.15%,
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 year ended September 30, 1998 were 130.56%,  1.11%, 75.28% and 12.4%,
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


                                       81
<PAGE>

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  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
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.



                                       82
<PAGE>

         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 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 the AARP Funds included in the AARP 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, independent
accountants,  and given on the  authority of that firm as experts in  accounting
and auditing.  PricewaterhouseCoopers  LLP is responsible for performing  annual
audits of the financial statements and financial highlights of the AARP Funds in
accordance  with generally  accepted  auditing  standards and the preparation of
federal tax returns.

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.



                                       83
<PAGE>

Ratings of Commercial Paper

         The  ratings  Prime-1 and  Prime-2  are the  highest  commercial  paper
ratings  assigned  by  Moody's.  Among the  factors  considered  by  Moody's  in
assigning  ratings are the  following:  (1)  evaluation of the management of the
issuer;  (2) economic  evaluation of the issuer's  industry or industries and an
appraisal of speculative-type  risks which may be inherent in certain areas; (3)
evaluation  of the  issuer's  products in relation to  competition  and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; 6) trend of
earnings over a period of ten years; (7) financial  strength of a parent company
and the  relationships  which exist with the issuer;  and (8) recognition by the
management  of  obligations  which  may be  present  or may arise as a result of
public interest questions and preparations to meet such obligations.

         Prime-2  ratings are assigned by Moody's to  commercial  paper  issuers
which have a strong capacity for meeting their  obligations in a timely fashion.
However,  their financial,  economic and managerial capacities will be less than
that of Prime-1 borrowers.  Financial characteristics such as earnings, coverage
ratios and  capitalization  will be more affected by external  economic  factors
than Prime-1 borrowers. Liquidity is still believed to be ample.

         The two highest  ratings of S&P for  commercial  paper are A-1 and A-2.
Commercial  paper rated A-1 or better by S&P has the following  characteristics:
Liquidity ratios are adequate to meet cash  requirements;  long-term senior debt
is rated A or better,  although in some cases BBB  credits  may be allowed;  the
issuer  has  access to at least two  additional  channels  of  borrowing;  basic
earnings  and cash flow have an upward  trend with  allowance  made for  unusual
circumstances;  typically,  the issuer's  industry is well  established  and the
issuer has a strong position within the industry; the reliability and quality of
management are unquestioned.

         S&P will  assign an A-2  rating to the  commercial  paper of  companies
which have the  capacity  for timely  payment on issues.  However,  the relative
degree of safety is less than for issuers rated A-1.

Ratings of Municipal Bonds

         The three highest  ratings of Moody's for municipal  bonds are Aaa, Aa,
and A. Bonds  rated Aaa are judged by Moody's to be of the best  quality.  Bonds
rated Aa are judged to be of high quality by all  standards.  Together  with the
Aaa group, they comprise what are generally known as high-grade  bonds.  Moody's
states  that Aa bonds are rated  lower  than the best bonds  because  margins of
protection or other elements make long-term  risks appear  somewhat  larger than
for Aaa municipal  bonds.  Municipal  bonds which are rated A by Moody's possess
many favorable  investment  attributes  and are  considered  "upper medium grade
obligations."  Factors  giving  security to  principal  and  interest of A rated
municipal  bonds are  considered  adequate,  but elements  may be present  which
suggest a susceptibility to impairment sometime in the future.

         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


                                       84
<PAGE>

its debt;  (4) its ability to service its debt; (5) its  profitability;  (6) its
return on equity; (7) its alternative sources of financing;  and (8) its ability
to access the capital markets.  Analysis of the relative strength or weakness of
these  factors and others  determines  whether an issuer's  commercial  paper is
within these two ratings.

Other Information

         Each AARP Fund has a fiscal year ending on September 30.


The CUSIP  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.

         Scudder Fund Accounting  Corporation ("SFAC"), a subsidiary of the Fund
Manager,  is responsible for determining the daily net asset value per share and
maintaining  the  portfolio  and general  accounting  records of the Funds.  The
amount 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.

         For the period  ended  September  30 the amounts  charged by SSC to the
Funds were as follows:
<TABLE>
<CAPTION>

                                                    1998 Amount      Total SSC Unpaid      1997 Amount       1996 Amount
                                                  Charged to Fund    at September 30,    Charged to Fund     Charged to
                      Fund                           by SSC(a)             1998*              by SSC         Fund by SSC
- ------------------------------------------------- ----------------- -------------------- ----------------- ----------------
<S>                                                   <C>                  <C>               <C>              <C>
AARP High Quality Money Fund                          1,468,693            122,515           1,505,677        1,526,580
AARP High Quality Tax Free Money Fund                   223,127             17,611             256,965          304,924
AARP GNMA and U.S. Treasury Fund                      6,193,111            498,878           6,732,169        7,340,012
AARP High Quality Short Term Bond Fund                1,289,889            102,861           1,455,652        1,586,232
AARP Insured Tax Free General Bond Fund               1,592,232            128,242           1,741,482        1,925,762
AARP Bond Fund for Income


                                       85
<PAGE>


AARP Balanced Stock and Bond Fund                     1,791,697            152,948           1,357,972          724,796
AARP Growth and Income Fund                           8,952,348            765,506           6,853,761        3,850,612
AARP U.S. Stock Index Fund
AARP Capital Growth Fund                              2,369,216            206,839           1,889,072        1,176,990
AARP Small Company Stock Fund                           435,353             40,967              93,491
AARP Global Growth Fund                                 600,827             49,291             558,504          178,759
AARP International Stock Fund                           150,764             13,513
</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 Bond Fund
         for Income,  AARP U.S. Stock Index Fund, AARP Small Company Stock Fund,
         and AARP  International  Stock Fund  amounting to  $185,110,  $241,377,
         respectively.

         Scudder Fund Accounting  Corporation,  Two International Place, Boston,
Massachusetts,  02110-4103,  a subsidiary of Scudder Kemper  Investments,  Inc.,
computes  net asset value for each Fund.  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.

         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


                                       86
<PAGE>

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.

         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>              <C>
$0 - $25,350                      15.0%            5.88%             8.24%            10.59%
$25,351 - $61,400                 28.0%             6.94              9.72             12.5
$61,401 - $128,100                31.0%             1.25             10.14             13.04
$128,101 - $278,450               36.0%             7.81             10.94             14.06
Over $278,450                     39.6%             8.28             11.59             14.9

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

$0 - $42,350                      15.0%             5.88              8.24             10.59
$42,351 - $102,300                28.0%             6.94              9.72             12.5
$102,301 - $155,950               31.0%             7.25             10.14             13.04
$155,951 - $278,450               36.0%             7.81             10.94             14.06
Over $278,450                     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.



                                       87
<PAGE>

* Net amount  subject to federal  income tax after  deductions  and  exemptions,
exclusive of the federal alternative minimum tax.

                              FINANCIAL STATEMENTS

         The financial statements and notes, including the investment portfolio,
of each AARP Fund,  together  with the  Report of  Independent  Accountants  and
Supplementary Information are incorporated by reference in this SAI.




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