<TABLE>
<S> <C> <C> <C> <C> <C>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 OMB APPROVAL
OMB Number: 3235-0360
FORM N-17f-2 Expires
Estimated average burden
Certificate of Accounting of Securities and Similar hours per response...0.05
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
1. Investment Company Act File Number: Date Examination completed:
811- 8606 August 5, 1997, August 13,1997 and September 30, 1997
2. State identification Number:
AL 704131 AK 95-01167 AZ S-0042562 AR 94-M0579-01 CA 505-8627 CO IC 97-11-780
CT SI32594 DE NONE DC NONE FL 43464-1 GA 56-001761 HI NONE
ID 47337 IL 9737913 IN IC94-0674 IA I-33222 KS 97S0000402 KY M33185
LA 52066 ME MF-R98-4082 MD SM941938 MA 94-7821 MI 224154 MN R-37938.1
MS MF94-11056 MO 1994-01204 MT 32519 NE 018638 NV NONE NH NONE
NJ NONE NM 947279 NY S 26 98 37 NC 4743 ND R702 OH 11487
OK I-408996 OR 96-0995 PA 94-11-019MF RI NONE SC MF10350 SD 8512
TN RM98-9-30-97 TX C 46592-000-01 UT B00017355 VT 10/07/96-20 VA 2166 WA C-40293
WV I-21257 WI 294013-03 WY 19471 Puerto Rico
Other (specify):
</TABLE>
3. Exact name of investment company as specified in registration statement:
Scudder Pathway Series, Conservative Portfolio
4. Address of principal executive office (number, street, city, state, zip
code): Two International Place, Boston MA, 02110
INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
<CAPTION>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 OMB APPROVAL
OMB Number: 3235-0360
FORM N-17f-2 Expires
Estimated average burden
Certificate of Accounting of Securities and Similar hours per response...0.05
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
1. Investment Company Act File Number: Date Examination completed:
811-8606 August 5, 1997, August 13, 1997 and September 30, 1997
2. State identification Number:
AL 704132 AK 95-01168 AZ S-0042561 AR 94-M0579-02 CA 505-8627 CO IC 97-11-780
CT SI32595 DE NONE DC NONE FL 43464-1 GA 56-001761 HI NONE
ID 47336 IL 9737913 IN IC 94-0674 IA I-33221 KS 97S0000401 KY M31139
LA 54259 ME MF-R98-4081 MD SM941939 MA 94-7820 MI 224151 MN R-37938.1
MS MF94-11057 MO 1994-01204 MT 32518 NE 018637 NV NONE NH NONE
NJ NONE NM 947278 NY S 26 98 34 NC 4743 ND R701 OH 11486
OK I-386297 OR 96-0993 PA 94-11-019MF RI NONE SC M10349 SD 8514
TN RM98-9-30-97 TX C 46591-003-01 UT B00017368 VT 10/07/96-17 VA 2166 WA C-40294
WV I-21260 WI 294014-03 WY 19471 Puerto Rico
Other (specify):
</TABLE>
3. Exact name of investment company as specified in registration statement:
Scudder Pathway Series, Balanced Portfolio
4. Address of principal executive office (number, street, city, state, zip
code): Two International Place, Boston MA, 02110
INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
<CAPTION>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 OMB APPROVAL
OMB Number: 3235-0360
FORM N-17f-2 Expires
Estimated average burden
Certificate of Accounting of Securities and Similar hours per response...0.05
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
1. Investment Company Act File Number: Date Examination completed:
811-8606 August 5, 1997, August 13, 1997 and September 30, 1997
2. State identification Number:
AL 704133 AK 95-01169 AZ S-0042563 AR 94-M0579-03 CA 505-8627 CO IC97-11-780
CT SI32596 DE NONE DC NONE FL 43464-1 GA 56-001761 HI NONE
ID 47338 IL 9737913 IN IC94-0674 IA I-33223 KS 97S0000403 KY M33183
LA 47265 ME MF-R98-4080 MD SM941937 MA 94-7822 MI 224153 MN R-37938.1
MS MF94-11058 MO 1994-01204 MT 32520 NE 018639 NV NONE NH NONE
NJ NONE NM 947277 NY S 26 98 36 NC 4743 ND R703 OH 11488
OK I-408896 OR 96-0994 PA 94-11-019MF RI NONE SC MF10351 SD 8513
TN RM98-9-30-97 TX C46593-0010-00 UT B00017472 VT 10/07/96-18 VA 2116 WA C-40295
WV I-21258 WI 294015-03 WY 19471 Puerto Rico
Other (specify):
</TABLE>
3. Exact name of investment company as specified in registration statement:
Scudder Pathway Series, Growth Portfolio
4. Address of principal executive office (number, street, city, state, zip
code): Two International Place, Boston MA, 02110
INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
<CAPTION>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 OMB APPROVAL
OMB Number: 3235-0360
FORM N-17f-2 Expires
Estimated average burden
Certificate of Accounting of Securities and Similar hours per response...0.05
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
1. Investment Company Act File Number: Date Examination completed:
811-8606 August 5, 1997, August 13, 1997 and September 30, 1997
2. State identification Number:
AL 704134 AK 95-01170 AZ S-0042564 AR 94-M0579-04 CA 505-8627 CO IC 97-11-780
CT SI32597 DE NONE DC NONE FL 43464-?1 GA 56-001761 HI NONE
ID 47339 IL 9737913 IN IC 94-0674 IA I-33224 KS 97S000404 KY M33184
LA 52334 ME MF-R98-4079 MD SM941936 MA 94-7823 MI 224152 MN R-37938.1
MS MF94-11059 MO 1994-01204 MT 32521 NE 018640 NV NONE NH NONE
NJ NONE NM 947276 NY S 26 98 35 NC 4743 ND R704 OH 11489
OK I-408796 OR 96-0996 PA 94-11-019MF RI NONE SC MF10348 SD 8515
TN RM98-9-30-97 TX C46594-000-01 UT B00017485 VT 10/07/96-19 VA 2166 WA C-40292
WV I-21259 WI 294037-03 WY 19471 Puerto Rico
Other (specify):
</TABLE>
3. Exact name of investment company as specified in registration statement:
Scudder Pathway Series, International Portfolio
4. Address of principal executive office (number, street, city, state, zip
code): Two International Place, Boston MA 02110
INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
Coopers & Lybrand
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees of the Scudder Pathway Series:
We have examined management's assertion about the Scudder Pathway Series
Portfolios' (the "Portfolios", comprised of the Growth Portfolio, the Balanced
Portfolio, the International Portfolio, and the Conservative Portfolio)
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 under
the Investment Company Act of 1940 (as interpreted in the attached Response of
the Office of Chief Counsel, Division of Investment Management, Ref. No.
92-237-CC) as of August 13, 1997, included in the accompanying Management
Statement Regarding Compliance With Certain Provisions of the Investment Company
Act of 1940. Management is responsible for the Portfolios' compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Portfolios' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Portfolios' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures are the following tests
performed as of August 13, 1997 without prior notice to management, and with
respect to agreement of security purchases and sales, for the period from August
6, 1997 through August 13, 1997:
o Confirmation of the number of shares of beneficial interest of the
underlying funds owned by each Portfolio and held by a securities
depository which uses the book entry method of accounting for securities
(i.e. Scudder Service Corp.).
o Reconciliation of all such shares of beneficial interest to the books and
records of the Portfolios.
o Agreement of 4 purchases and 5 sales by the Portfolios of shares of
beneficial interest of the underlying Funds since our last report from the
books and records of the Portfolios to confirmations from Scudder Service
Corp.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination of the Portfolios' compliance
with specified requirements.
<PAGE>
In our opinion, management's assertion that the Portfolios were in compliance
with the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 (as interpreted in the attached Response of the Office of
Chief Counsel, Division of Investment Management, Ref. No. 92-237-CC) as of
August 13, 1997 with respect to securities reflected in the investment accounts
of the Portfolios is fairly stated, in all material respects.
This report is intended solely for the information and use of management of the
Portfolios and the Securities and Exchange Commission and should not be used for
any other purposes.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
October 21, 1997
Coopers
& Lybrand
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees of the Scudder Pathway Series:
We have examined management's assertion about the Scudder Pathway Series
Portfolios' (the "Portfolios", comprised of the Growth Portfolio, the Balanced
Portfolio, the International Portfolio, and the Conservative Portfolio)
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 under
the Investment Company Act of 1940 (as interpreted in the attached Response of
the Office of Chief Counsel, Division of Investment Management, Ref. No.
92-237-CC) as of August 5, 1997, included in the accompanying Management
Statement Regarding Compliance With Certain Provisions of the Investment Company
Act of 1940. Management is responsible for the Portfolios' compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Portfolios' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Portfolios' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures are the following tests
performed as of August 5, 1997 without prior notice to management, and with
respect to agreement of security purchases and sales, for the period from
November 15, 1996 (commencement of operations) through August 5, 1997:
o Confirmation of the number of shares of beneficial interest of the
underlying funds owned by each Portfolio and held by a securities
depository which uses the book entry method of accounting for securities
(i.e. Scudder Service Corp.).
o Reconciliation of all such shares of beneficial interest to the books and
records of the Portfolios.
o Agreement of 10 purchases and 7 sales by the Portfolios of shares of
beneficial interest of the underlying Funds since our last report from the
books and records of the Portfolios to confirmations from Scudder Service
Corp.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination of the Portfolios' compliance
with specified requirements.
<PAGE>
In our opinion, management's assertion that the Portfolios were in compliance
with the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 (as interpreted in the attached Response of the Office of
Chief Counsel, Division of Investment Management, Ref. No. 92-237-CC) as of
August 5, 1997 with respect to securities reflected in the investment accounts
of the Portfolios is fairly stated, in all material respects.
This report is intended solely for the information and use of management of the
Portfolios and the Securities and Exchange Commission and should not be used for
any other purposes.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
October 21, 1997
Coopers & Lybrand
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees of the Scudder Pathway Series:
We have examined management's assertion about the Scudder Pathway Series
Portfolios' (the "Portfolios", comprised of the Growth Portfolio, the Balanced
Portfolio, the International Portfolio, and the Conservative Portfolio)
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 under
the Investment Company Act of 1940 (as interpreted in the attached Response of
the Office of Chief Counsel, Division of Investment Management, Ref. No.
92-237-CC, which interpretation substitutes for compliance with Rule 17f-2(b)
compliance with Section 17f of the Investment Company Act of 1940 and Rule 14f-4
thereunder) as of September 30, 1997, included in the accompanying Management
Statement Regarding Compliance With Certain Provisions of the Investment Company
Act of 1940. Management is responsible for the Portfolios' compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Portfolios' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Portfolios' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures are the following tests
performed as of September 30, 1997, and with respect to agreement of security
purchases and sales, for the period from August 14, 1997 through September 30,
1997:
o Confirmation of the number of shares of beneficial interest of the
underlying funds owned by each Portfolio and held by a securities
depository which uses the book entry method of accounting for securities
(i.e. Scudder Service Corp.).
o Reconciliation of all such shares of beneficial interest to the books and
records of the Portfolios.
o Agreement of 8 purchases and 6 sales by the Portfolios of shares of
beneficial interest of the underlying Funds since our last report from the
books and records of the Portfolios to confirmations from Scudder Service
Corp.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination of the Portfolios' compliance
with specified requirements.
<PAGE>
In our opinion, management's assertion that the Portfolios were in compliance
with the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 (as interpreted in the attached Response of the Office of
Chief Counsel, Division of Investment Management, Ref. No. 92-237-CC, which
interpretation substitutes for compliance with Rule 17f-2(b) compliance with
Section 17f of the Investment Company Act of 1940 and Rule 14f-4 thereunder) as
of September 30, 1997 with respect to securities reflected in the investment
accounts of the Portfolios is fairly stated, in all material respects.
This report is intended solely for the information and use of management of the
Portfolios and the Securities and Exchange Commission and should not be used for
any other purposes.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
October 21, 1997
