SCUDDER PATHWAY SERIES /NEW/
NSAR-B, 1998-11-12
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<PAGE>      PAGE  1
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<PAGE>      PAGE  2
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<PAGE>      PAGE  5
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<PAGE>      PAGE  7
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<PAGE>      PAGE  8
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<PAGE>      PAGE  10
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<PAGE>      PAGE  11
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<PAGE>      PAGE  13
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<PAGE>      PAGE  14
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<PAGE>      PAGE  15
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<PAGE>      PAGE  18
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074 N000400     8847
074 O000400        2
074 P000400        0
074 Q000400        0
074 R010400        0
074 R020400        0
074 R030400        0
074 R040400       21
074 S000400        0
074 T000400     8824
074 U010400      754
074 U020400        0
074 V010400    11.70
074 V020400     0.00
<PAGE>      PAGE  20
074 W000400   0.0000
074 X000400        2
074 Y000400        0
075 A000400        0
075 B000400        0
076  000400     0.00
SIGNATURE   THOMAS F. MCDONOUGH                          
TITLE       VICE PRESIDENT      
 

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Pathway Series: Conservative Portfolio Annual Report for the fiscal year ended
8/31/98 and is qualified in its entirety by reference to such financial
statements.

</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> Scudder Pathway Series: Conservative
Portfolio
       
<S>                                            <C>
<PERIOD-TYPE>                                          YEAR
<FISCAL-YEAR-END>                                   AUG-31-1998
<PERIOD-START>                                      OCT-01-1997
<PERIOD-END>                                        AUG-31-1998
<INVESTMENTS-AT-COST>                                                           30,198,822
<INVESTMENTS-AT-VALUE>                                                          28,921,289
<RECEIVABLES>                                                                    2,761,601
<ASSETS-OTHER>                                                                           0
<OTHER-ITEMS-ASSETS>                                                                     0
<TOTAL-ASSETS>                                                                  31,682,890
<PAYABLE-FOR-SECURITIES>                                                         2,677,936
<SENIOR-LONG-TERM-DEBT>                                                                  0
<OTHER-ITEMS-LIABILITIES>                                                          202,256
<TOTAL-LIABILITIES>                                                              2,880,192
<SENIOR-EQUITY>                                                                          0
<PAID-IN-CAPITAL-COMMON>                                                        29,519,294
<SHARES-COMMON-STOCK>                                                            2,346,300
<SHARES-COMMON-PRIOR>                                                            1,279,306
<ACCUMULATED-NII-CURRENT>                                                           55,480
<OVERDISTRIBUTION-NII>                                                                   0
<ACCUMULATED-NET-GAINS>                                                            505,457
<OVERDISTRIBUTION-GAINS>                                                                 0
<ACCUM-APPREC-OR-DEPREC>                                                        (1,277,533)
<NET-ASSETS>                                                                    28,802,698
<DIVIDEND-INCOME>                                                                  970,613
<INTEREST-INCOME>                                                                        0
<OTHER-INCOME>                                                                           0
<EXPENSES-NET>                                                                           0
<NET-INVESTMENT-INCOME>                                                            970,613
<REALIZED-GAINS-CURRENT>                                                           684,820
<APPREC-INCREASE-CURRENT>                                                       (2,259,098)
<NET-CHANGE-FROM-OPS>                                                             (603,665)
<EQUALIZATION>                                                                           0
<DISTRIBUTIONS-OF-INCOME>                                                       (1,003,113)
<DISTRIBUTIONS-OF-GAINS>                                                          (419,415)
<DISTRIBUTIONS-OTHER>                                                                    0
<NUMBER-OF-SHARES-SOLD>                                                          1,561,078
<NUMBER-OF-SHARES-REDEEMED>                                                       (601,345)
<SHARES-REINVESTED>                                                                107,261
<NET-CHANGE-IN-ASSETS>                                                          11,831,017
<ACCUMULATED-NII-PRIOR>                                                             78,162
<ACCUMULATED-GAINS-PRIOR>                                                          249,870
<OVERDISTRIB-NII-PRIOR>                                                                  0
<OVERDIST-NET-GAINS-PRIOR>                                                               0
<GROSS-ADVISORY-FEES>                                                                    0
<INTEREST-EXPENSE>                                                                       0
<GROSS-EXPENSE>                                                                          0
<AVERAGE-NET-ASSETS>                                                            25,137,600
<PER-SHARE-NAV-BEGIN>                                                                13.27
<PER-SHARE-NII>                                                                       0.51
<PER-SHARE-GAIN-APPREC>                                                              (0.63)
<PER-SHARE-DIVIDEND>                                                                 (0.57)
<PER-SHARE-DISTRIBUTIONS>                                                            (0.30)
<RETURNS-OF-CAPITAL>                                                                  0.00
<PER-SHARE-NAV-END>                                                                  12.28
<EXPENSE-RATIO>                                                                       0.00
<AVG-DEBT-OUTSTANDING>                                                                   0
<AVG-DEBT-PER-SHARE>                                                                     0
                                                                   

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Pathway Series: Balanced Portfolio Annual Report for the fiscal year ended
8/31/98 and is qualified in its entirety by reference to such financial
statements.

</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> Scudder Pathway Series: Balanced Portfolio
       
<S>                                               <C>
<PERIOD-TYPE>                                                            YEAR
<FISCAL-YEAR-END>                                                     AUG-31-1998
<PERIOD-START>                                                        OCT-01-1997
<PERIOD-END>                                                          AUG-31-1998
<INVESTMENTS-AT-COST>                                                                     239,188,808
<INVESTMENTS-AT-VALUE>                                                                    223,222,745
<RECEIVABLES>                                                                              20,672,121
<ASSETS-OTHER>                                                                                      0
<OTHER-ITEMS-ASSETS>                                                                                0
<TOTAL-ASSETS>                                                                            243,894,866
<PAYABLE-FOR-SECURITIES>                                                                   20,379,423
<SENIOR-LONG-TERM-DEBT>                                                                             0
<OTHER-ITEMS-LIABILITIES>                                                                   1,044,202
<TOTAL-LIABILITIES>                                                                        21,423,625
<SENIOR-EQUITY>                                                                                     0
<PAID-IN-CAPITAL-COMMON>                                                                  230,238,079
<SHARES-COMMON-STOCK>                                                                      18,453,223
<SHARES-COMMON-PRIOR>                                                                      14,166,739
<ACCUMULATED-NII-CURRENT>                                                                     389,390
<OVERDISTRIBUTION-NII>                                                                              0
<ACCUMULATED-NET-GAINS>                                                                     7,809,835
<OVERDISTRIBUTION-GAINS>                                                                            0
<ACCUM-APPREC-OR-DEPREC>                                                                  (15,966,063)
<NET-ASSETS>                                                                              222,471,241
<DIVIDEND-INCOME>                                                                           6,646,858
<INTEREST-INCOME>                                                                                   0
<OTHER-INCOME>                                                                                      0
<EXPENSES-NET>                                                                                      0
<NET-INVESTMENT-INCOME>                                                                     6,646,858
<REALIZED-GAINS-CURRENT>                                                                    9,895,787
<APPREC-INCREASE-CURRENT>                                                                 (33,472,924)
<NET-CHANGE-FROM-OPS>                                                                     (16,930,279)
<EQUALIZATION>                                                                                      0
<DISTRIBUTIONS-OF-INCOME>                                                                  (6,892,334)
<DISTRIBUTIONS-OF-GAINS>                                                                   (3,375,302)
<DISTRIBUTIONS-OTHER>                                                                               0
<NUMBER-OF-SHARES-SOLD>                                                                     7,374,746
<NUMBER-OF-SHARES-REDEEMED>                                                                (3,863,351)
<SHARES-REINVESTED>                                                                           775,089
<NET-CHANGE-IN-ASSETS>                                                                     30,325,068
<ACCUMULATED-NII-PRIOR>                                                                       584,477
<ACCUMULATED-GAINS-PRIOR>                                                                   1,339,738
<OVERDISTRIB-NII-PRIOR>                                                                             0
<OVERDIST-NET-GAINS-PRIOR>                                                                          0
<GROSS-ADVISORY-FEES>                                                                               0
<INTEREST-EXPENSE>                                                                                  0
<GROSS-EXPENSE>                                                                                     0
<AVERAGE-NET-ASSETS>                                                                      229,784,210
<PER-SHARE-NAV-BEGIN>                                                                           13.56
<PER-SHARE-NII>                                                                                  0.39
<PER-SHARE-GAIN-APPREC>                                                                         (1.26)
<PER-SHARE-DIVIDEND>                                                                            (0.42)
<PER-SHARE-DISTRIBUTIONS>                                                                       (0.21)
<RETURNS-OF-CAPITAL>                                                                             0.00
<PER-SHARE-NAV-END>                                                                             12.06
<EXPENSE-RATIO>                                                                                  0.00
<AVG-DEBT-OUTSTANDING>                                                                              0
<AVG-DEBT-PER-SHARE>                                                                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Pathway Series: Growth Portfolio Annual Report for the fiscal year ended 8/31/98
and is qualified in its entirety by reference to such financial statements.

</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> Scudder Pathway Series: Growth
Portfolio
       
<S>                                      <C>
<PERIOD-TYPE>                                                   YEAR
<FISCAL-YEAR-END>                                           AUG-31-1998
<PERIOD-START>                                              OCT-01-1997
<PERIOD-END>                                                AUG-31-1998
<INVESTMENTS-AT-COST>                                                            70,590,670
<INVESTMENTS-AT-VALUE>                                                           63,876,039
<RECEIVABLES>                                                                     2,139,818
<ASSETS-OTHER>                                                                            0
<OTHER-ITEMS-ASSETS>                                                                      0
<TOTAL-ASSETS>                                                                   66,015,857
<PAYABLE-FOR-SECURITIES>                                                          2,034,458
<SENIOR-LONG-TERM-DEBT>                                                                   0
<OTHER-ITEMS-LIABILITIES>                                                           214,300
<TOTAL-LIABILITIES>                                                               2,248,758
<SENIOR-EQUITY>                                                                           0
<PAID-IN-CAPITAL-COMMON>                                                         67,725,014
<SHARES-COMMON-STOCK>                                                             5,240,260
<SHARES-COMMON-PRIOR>                                                             3,503,263
<ACCUMULATED-NII-CURRENT>                                                           685,606
<OVERDISTRIBUTION-NII>                                                                    0
<ACCUMULATED-NET-GAINS>                                                           2,071,110
<OVERDISTRIBUTION-GAINS>                                                                  0
<ACCUM-APPREC-OR-DEPREC>                                                         (6,714,631)
<NET-ASSETS>                                                                      63,767,099
<DIVIDEND-INCOME>                                                                 1,013,142
<INTEREST-INCOME>                                                                         0
<OTHER-INCOME>                                                                            0
<EXPENSES-NET>                                                                            0
<NET-INVESTMENT-INCOME>                                                           1,013,142
<REALIZED-GAINS-CURRENT>                                                          2,860,017
<APPREC-INCREASE-CURRENT>                                                       (12,210,035)
<NET-CHANGE-FROM-OPS>                                                            (8,336,876)
<EQUALIZATION>                                                                            0
<DISTRIBUTIONS-OF-INCOME>                                                          (792,755)
<DISTRIBUTIONS-OF-GAINS>                                                           (981,692)
<DISTRIBUTIONS-OTHER>                                                                     0
<NUMBER-OF-SHARES-SOLD>                                                           2,799,247
<NUMBER-OF-SHARES-REDEEMED>                                                      (1,195,935)
<SHARES-REINVESTED>                                                                 133,685
<NET-CHANGE-IN-ASSETS>                                                           14,192,843
<ACCUMULATED-NII-PRIOR>                                                             443,915
<ACCUMULATED-GAINS-PRIOR>                                                           206,721
<OVERDISTRIB-NII-PRIOR>                                                                   0
<OVERDIST-NET-GAINS-PRIOR>                                                                0
<GROSS-ADVISORY-FEES>                                                                     0
<INTEREST-EXPENSE>                                                                        0
<GROSS-EXPENSE>                                                                           0
<AVERAGE-NET-ASSETS>                                                             62,147,242
<PER-SHARE-NAV-BEGIN>                                                                 14.15
<PER-SHARE-NII>                                                                        0.23
<PER-SHARE-GAIN-APPREC>                                                               (1.74)
<PER-SHARE-DIVIDEND>                                                                  (0.21)
<PER-SHARE-DISTRIBUTIONS>                                                             (0.26)
<RETURNS-OF-CAPITAL>                                                                   0.00
<PER-SHARE-NAV-END>                                                                   12.17
<EXPENSE-RATIO>                                                                        0.00
<AVG-DEBT-OUTSTANDING>                                                                    0
<AVG-DEBT-PER-SHARE>                                                                      0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Pathway Series: International Portfolio Annual Report for the fiscal year ended
8/31/98 and is qualified in its entirety by reference to such financial
statements.

</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> Scudder Pathway Series:
International Portfolio
       
<S>                                         <C>
<PERIOD-TYPE>                                                 YEAR
<FISCAL-YEAR-END>                                          AUG-31-1998
<PERIOD-START>                                             OCT-01-1997
<PERIOD-END>                                               AUG-31-1998
<INVESTMENTS-AT-COST>                                                      10,444,338
<INVESTMENTS-AT-VALUE>                                                      8,841,769
<RECEIVABLES>                                                                   5,813
<ASSETS-OTHER>                                                                      0
<OTHER-ITEMS-ASSETS>                                                                0
<TOTAL-ASSETS>                                                              8,847,582
<PAYABLE-FOR-SECURITIES>                                                        2,318
<SENIOR-LONG-TERM-DEBT>                                                             0
<OTHER-ITEMS-LIABILITIES>                                                      21,220
<TOTAL-LIABILITIES>                                                            23,538
<SENIOR-EQUITY>                                                                     0
<PAID-IN-CAPITAL-COMMON>                                                    9,475,642
<SHARES-COMMON-STOCK>                                                         754,142
<SHARES-COMMON-PRIOR>                                                         863,241
<ACCUMULATED-NII-CURRENT>                                                      63,920
<OVERDISTRIBUTION-NII>                                                              0
<ACCUMULATED-NET-GAINS>                                                       887,051
<OVERDISTRIBUTION-GAINS>                                                            0
<ACCUM-APPREC-OR-DEPREC>                                                   (1,602,569)
<NET-ASSETS>                                                                8,824,044
<DIVIDEND-INCOME>                                                             134,059
<INTEREST-INCOME>                                                                   0
<OTHER-INCOME>                                                                      0
<EXPENSES-NET>                                                                      0
<NET-INVESTMENT-INCOME>                                                       134,059
<REALIZED-GAINS-CURRENT>                                                    1,088,134
<APPREC-INCREASE-CURRENT>                                                  (2,329,442)
<NET-CHANGE-FROM-OPS>                                                      (1,107,249)
<EQUALIZATION>                                                                      0
<DISTRIBUTIONS-OF-INCOME>                                                    (126,802)
<DISTRIBUTIONS-OF-GAINS>                                                     (277,380)
<DISTRIBUTIONS-OTHER>                                                               0
<NUMBER-OF-SHARES-SOLD>                                                       378,568
<NUMBER-OF-SHARES-REDEEMED>                                                  (517,849)
<SHARES-REINVESTED>                                                            30,182
<NET-CHANGE-IN-ASSETS>                                                     (2,904,001)
<ACCUMULATED-NII-PRIOR>                                                        53,602
<ACCUMULATED-GAINS-PRIOR>                                                      41,774
<OVERDISTRIB-NII-PRIOR>                                                             0
<OVERDIST-NET-GAINS-PRIOR>                                                          0
<GROSS-ADVISORY-FEES>                                                               0
<INTEREST-EXPENSE>                                                                  0
<GROSS-EXPENSE>                                                                     0
<AVERAGE-NET-ASSETS>                                                       10,276,425
<PER-SHARE-NAV-BEGIN>                                                           13.59
<PER-SHARE-NII>                                                                  0.17
<PER-SHARE-GAIN-APPREC>                                                         (1.55)
<PER-SHARE-DIVIDEND>                                                            (0.16)
<PER-SHARE-DISTRIBUTIONS>                                                       (0.35)
<RETURNS-OF-CAPITAL>                                                             0.00
<PER-SHARE-NAV-END>                                                             11.70
<EXPENSE-RATIO>                                                                  0.00
<AVG-DEBT-OUTSTANDING>                                                              0
<AVG-DEBT-PER-SHARE>                                                                0
        

</TABLE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Trustees of  Scudder Pathway Series:

In planning and performing our audit of the financial statements and financial
highlights (hereinafter referred to as "financial statements") of Scudder
Pathway Series: Conservative, Balanced and Growth Portfolios (the "Portfolios")
for the year ended August 31, 1998, we considered the Portfolios' internal
control, including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, not
to provide assurance on internal control.

The management of the Portfolios is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
August 31, 1998.

This report is intended solely for the information and use of management, the
Trustees of Scudder Pathway Series and the Securities and Exchange Commission.


                                                  /s/PricewaterhouseCoopers LLP
Boston, Massachusetts                             PricewaterhouseCoopers LLP
October 9, 1998


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Trustees of  Scudder Pathway Series:

In planning and performing our audit of the financial statements and financial
highlights (hereinafter referred to as "financial statements") of Scudder
Pathway Series: International Portfolio for the year ended August 31, 1998, we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on internal control.

The management of Scudder Pathway Series: International Portfolio is responsible
for establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in conformity with
generally accepted accounting principles. Those controls include the
safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
August 31, 1998.

This report is intended solely for the information and use of management, the
Trustees of Scudder Pathway Series and the Securities and Exchange Commission.

                                                  /s/PricewaterhouseCoopers LLP
Boston, Massachusetts                             PricewaterhouseCoopers LLP
October 9, 1998


                             Scudder Pathway Series
                             Two International Place
                           Boston, Massachusetts 02110

                                                               September 7, 1998

Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York  10154


                         Investment Management Agreement
                             Scudder Pathway Series


Ladies and Gentlemen:

         Scudder Pathway Series (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an investment company.
Pursuant to the Trust's Declaration of Trust, as amended from time-to-time (the
"Declaration"), the Board of Trustees has divided the Trust's shares of
beneficial interest, par value $.01 per share, (the "Shares") into separate
series, or portfolios, including Conservative Portfolio, Balanced Portfolio,
Growth Portfolio and International Portfolio (the "Portfolios"). Series may be
abolished and dissolved, and additional series established, from time to time by
action of the Trustees.

         The Trust, on behalf of the Portfolios, has selected you to act as the
sole investment manager of the Portfolios and to provide certain other services,
as more fully set forth below, and you have indicated that you are willing to
act as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Trust on behalf of the
Portfolios agrees with you as follows:

         1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Portfolios in the manner and in
accordance with the investment objectives, policies and restrictions specified
in the currently effective Prospectus (the "Prospectus") and Statement of
Additional Information (the "SAI") relating to the Portfolios included in the
Trust's Registration Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment Company Act of
1940, as amended, (the "1940 Act") and the Securities Act of 1933, as amended.
Copies of the documents referred to in the preceding sentence have been
furnished to you by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following additional
documents related to the Trust and the Portfolios:

(a)      The Declaration dated July 1, 1994 as amended to date.

(b)      By-Laws of the Trust as in effect on the date hereof (the "By-Laws").

(c)      Resolutions of the Trustees of the Trust and the shareholders of each
         Portfolio selecting you as investment manager and approving the form of
         this Agreement.

<PAGE>

(d)      Establishment and Designation of Series of Shares of Beneficial
         Interest dated September 12, 1996 relating to each Portfolio.

         The Trust will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.

         2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of
the rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Trust and Portfolios a nonexclusive
right and sublicense to use (i) the "Scudder" name and mark as part of their
names (the "Trust Names"), and (ii) the Scudder Marks in connection with their
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Trust,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Trust and Portfolios agree that they shall
have no right to sublicense or assign rights to use the Scudder Marks, shall
acquire no interest in the Scudder Marks other than the rights granted herein,
that all of their uses of the Scudder Marks shall inure to the benefit of
Scudder Trust Company as owner and licensor of the Scudder Marks (the "Trademark
Owner"), and that the Trust and Portfolios shall not challenge the validity of
the Scudder Marks or the Trademark Owner's ownership thereof. The Trust and
Portfolios further agree that all services and products they offer in connection
with the Scudder Marks shall meet commercially reasonable standards of quality,
as may be determined by you or the Trademark Owner from time to time, provided
that you acknowledge that the services and products the Trust and Portfolios
rendered during the one-year period preceding the date of this Agreement are
acceptable. At your reasonable request, the Trust and Portfolios shall cooperate
with you and the Trademark Owner and shall execute and deliver any and all
documents necessary to maintain and protect (including but not limited to in
connection with any trademark infringement action) the Scudder Marks and/or
enter the Trust and Portfolios as registered users thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Trust and Portfolios, or you no
longer are a licensee of the Scudder Marks, the Trust and Portfolios shall (to
the extent that, and as soon as, it lawfully can) cease to use the Trust Names
or any other name indicating that it is advised by, managed by or otherwise
connected with you (or any organization which shall have succeeded to your
business as investment manager) or the Trademark Owner. In no event shall the
Trust use the Scudder Marks or any other name or mark confusingly similar
thereto (including, but not limited to, any name or mark that includes the name
"Scudder") if this Agreement or any other investment advisory agreement between
you (or your successor) and the Trust is terminated.

         3. Portfolio Management Services. As manager of the assets of the
Portfolios, you shall provide continuing investment management of the assets of
the Portfolios in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions of
the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code")
relating to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and regulations of
which you have knowledge; subject always to policies and instructions adopted by
the Trust's Board of Trustees. In connection therewith, you shall use reasonable
efforts to manage each Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder. The Portfolios shall have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of


                                       2
<PAGE>


long-range investment policy generally available to your investment advisory
clients. In managing the Portfolios in accordance with the requirements set
forth in this section 3, you shall be entitled to receive and act upon advice of
counsel to the Trust or counsel to you. You shall also make available to the
Trust promptly upon request all of the Portfolios' investment records and
ledgers as are necessary to assist the Trust in complying with the requirements
of he 1940 Act and other applicable laws. To the extent required by law, you
shall furnish to regulatory authorities having the requisite authority any
information or reports in connection with the services provided pursuant to this
Agreement which may be requested in order to ascertain whether the operations of
the Trust are being conducted in a manner consistent with applicable laws and
regulations.

         You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other contracts relating
to investments to be purchased, sold or entered into by the Portfolios and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Portfolio policies as expressed in the Registration Statement. You shall
determine what portion of each Portfolio's investment portfolio shall be
invested in securities and other assets and what portion, if any, should be held
uninvested.

         You shall furnish to the Trust's Board of Trustees periodic reports on
the investment performance of the Portfolios and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Trust's officers or Board of Trustees shall
reasonably request.

         4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Portfolios such office space and facilities in the United States as
the Portfolios may require for their reasonable needs, and you (or one or more
of your affiliates designated by you) shall render to the Trust administrative
services on behalf of the Portfolios necessary for operating as an open-end
investment company and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and meeting materials for
the Trust's Board of Trustees and reports and notices to Portfolio shareholders;
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Portfolio operations; preparing
and making filings with the Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Portfolios' transfer agent; assisting in the preparation and filing of each
Portfolio's federal, state and local tax returns; preparing and filing each
Portfolio's federal excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net asset value;
monitoring the registration of Shares of each Portfolio under applicable federal
and state securities laws; maintaining or causing to be maintained for each
Portfolio all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Portfolios' custodian or other agents of
the Portfolios; assisting in establishing the accounting policies of each
Portfolio; assisting in the resolution of accounting issues that may arise with
respect to each Portfolio's operations and consulting with the Portfolios'
independent accountants, legal counsel and the Portfolios' other agents as
necessary in connection therewith; establishing and monitoring each Portfolio's
operating expense budgets; reviewing each Portfolio's bills; processing the
payment of bills that have been approved by an authorized person; assisting each
Portfolio


                                       3
<PAGE>


in determining the amount of dividends and distributions available to be paid by
each Portfolio to its shareholders, preparing and arranging for the printing of
dividend notices to shareholders, and providing the transfer and dividend paying
agent, the custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and distributions;
and otherwise assisting the Trust as it may reasonably request in the conduct of
each Portfolio's business, subject to the direction and control of the Trust's
Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or
to diminish the obligations of any agent of a Portfolio or any other person not
a party to this Agreement which is obligated to provide services to the
Portfolios.

         5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Trust (including each
Portfolio's share of payroll taxes) who are affiliated persons of you, and you
shall make available, without expense to the Portfolios, the services of such of
your directors, officers and employees as may duly be elected officers of the
Trust, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.

         You shall not be required to pay any expenses of the Portfolios other
than those specifically allocated to you in this section 5 and under the terms
of the Special Servicing Agreement dated November 15, 1996 ("Special Servicing
Agreement") among you, the Trust, Scudder Fund Accounting Corporation, Scudder
Service Corporation, Scudder Trust Company, Scudder Investor Services, Inc. and
the various funds in which the Portfolios may invest (the "Underlying Funds").
In particular, but without limiting the generality of the foregoing, such
expenses include the following: organization expenses of each Portfolio
(including out-of-pocket expenses, but not including your overhead or employee
costs); fees payable to you and to any other Portfolio advisors or consultants;
legal expenses; auditing and accounting expenses; maintenance of books and
records which are required to be maintained by the Portfolios' custodian or
other agents of the Trust; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Portfolios in connection with membership in investment company
trade organizations; fees and expenses of the Portfolios' accounting agent,
custodians, subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services to pricing
agents, accountants, bankers and other specialists, if any; expenses of
preparing share certificates and, except as provided below in this section 5,
other expenses in connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Portfolios; expenses
relating to investor and public relations; expenses and fees of registering or
qualifying Shares of the Portfolios for sale; interest charges, bond premiums
and other insurance expense; freight, insurance and other charges in connection
with the shipment of the Portfolios' investment portfolio securities; the
compensation and all expenses (specifically including travel expenses relating
to Trust business) of Trustees, officers and employees of the Trust who are not
affiliated persons of you; brokerage commissions or other costs of acquiring or
disposing of any portfolio securities of the Portfolios; expenses of printing
and distributing reports, notices and dividends to shareholders; expenses of
printing and mailing Prospectuses and SAIs of the Portfolios and supplements
thereto; costs of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; costs of shareholders' and other meetings;
and travel expenses (or an appropriate portion thereof) of Trustees and officers
of the Trust who are directors, officers or employees of you to the extent that
such expenses relate to attendance at meetings of the Board of Trustees of the
Trust or any committees thereof or advisors thereto held outside of Boston,
Massachusetts or New York, New York.

                                       4
<PAGE>

         Except as provided in the Special Servicing Agreement, you shall not be
required to pay expenses of any activity which is primarily intended to result
in sales of Shares of the Portfolios if and to the extent that (i) such expenses
are required to be borne by a principal underwriter which acts as the
distributor of the Portfolios' Shares pursuant to an underwriting agreement
which provides that the underwriter shall assume some or all of such expenses,
or (ii) the Trust on behalf of the Portfolios shall have adopted a plan in
conformity with Rule 12b-1 under the 1940 Act providing that the Portfolios (or
some other party) shall assume some or all of such expenses. You shall be
required to pay such of the foregoing sales expenses as are not required to be
paid by the principal underwriter pursuant to the underwriting agreement or are
not permitted to be paid by the Portfolios (or some other party) pursuant to
such a plan.

         6. Management Fee and Payment of Certain Expenses. As you expect to
receive additional compensation under investment management agreements currently
in effect between you and the Underlying Funds due to growth in the assets of
the Underlying Funds resulting from investments in the Underlying Funds by the
Portfolios, you will not be paid a fee for the services described in sections 3
and 4 hereof.

         7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Portfolios, neither you nor any of your directors,
officers or employees shall act as a principal or agent or receive any
commission. You or your agent shall arrange for the placing of all orders for
the purchase and sale of portfolio securities and other investments for each
Portfolio's account with brokers or dealers selected by you in accordance with
Portfolios policies as expressed in the Registration Statement. If any occasion
should arise in which you give any advice to clients of yours concerning the
Shares of the Portfolios, you shall act solely as investment counsel for such
clients and not in any way on behalf of the Portfolios.

         Your services to the Portfolios pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Trust. Whenever the
Portfolios and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities shall be allocated in a manner believed by the Manager to be
equitable. The Portfolios recognize that in some cases this procedure may
adversely affect the size of the position that may be acquired or disposed of
for the Portfolios.

         8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Trust agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Portfolios in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Trust, the Portfolios or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Portfolios shall be deemed,
when acting within the scope of his or her employment by the Portfolios, to be
acting in such employment solely for the Portfolios and not as your employee or
agent.

                                       5
<PAGE>

         9. Duration and Termination of This Agreement. This Agreement shall
remain in force until September 30, 1999, and continue in force from year to
year thereafter, but only so long as such continuance is specifically approved
at least annually (a) by the vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Trustees of the Trust, or, with respect to each Portfolio, by the
vote of a majority of the outstanding voting securities of such Portfolio. The
aforesaid requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
1940 Act and the rules and regulations thereunder and any applicable SEC
exemptive order therefrom.

         This Agreement may be terminated with respect to a Portfolio at any
time, without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Portfolio or by the Trust's Board of
Trustees on 60 days' written notice to you, or by you on 60 days' written notice
to the Trust. This Agreement shall terminate automatically in the event of its
assignment.

         10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.

         11. Limitation of Liability for Claims. The Declaration, a copy of
which, together with all amendments thereto, is on file in the Office of the
Secretary of the Commonwealth of Massachusetts, provides that the name "Scudder
Pathway Series" refers to the Trustees under the Declaration collectively as
Trustees and not as individuals or personally, and that no shareholder of any
Portfolio, or Trustee, officer, employee or agent of the Trust, shall be subject
to claims against or obligations of the Trust or of any Portfolio to any extent
whatsoever, but that the Trust estate only shall be liable.

         You are hereby expressly put on notice of the limitation of liability
as set forth in the Declaration and you agree that the obligations assumed by
the Trust on behalf of each Portfolio pursuant to this Agreement shall be
limited in all cases to the Portfolios and its assets, and you shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of
the Portfolios or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights and obligations
of each Portfolio, or series, under the Declaration are separate and distinct
from those of any and all other series.

         12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.

                                       6
<PAGE>

         This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause a
Portfolio to fail to comply with the requirements of Subchapter M of the Code.

         This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on behalf of the
Portfolios.

         If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.

                                          Yours very truly,

                                          Scudder PATHWAY SERIES, on behalf of

                                          Conservative Portfolio
                                          Balanced Portfolio
                                          Growth Portfolio
                                          International Portfolio


                                          By:
                                             -----------------------------------
                                             Vice President

         The foregoing Agreement is hereby accepted as of the date hereof.

                                           SCUDDER KEMPER INVESTMENTS, INC.


                                           By:
                                              ----------------------------------
                                              Managing Director

                                       7

                             SCUDDER PATHWAY SERIES
                             Two International Place
                                Boston, MA 02110

                                                      Date: September 7, 1998



Scudder Investor Services, Inc.
Two International Place
Boston, Massachusetts  02110


                             Underwriting Agreement

Dear Ladies and Gentlemen:



         Scudder Pathway Series (hereinafter called the "Trust") is a business
trust organized under the laws of Massachusetts and is engaged in the business
of an investment company. The authorized capital of the Trust consists of shares
of beneficial interest, with par value of $0.01 per share ("Shares"), currently
divided into four portfolios ("Portfolio"). The Portfolios and, if applicable,
the classes thereof to which this Agreement applies are included under Schedule
A. Shares may be divided into additional Portfolios of the Trust and the
Portfolios may be terminated from time to time. The Trust has selected you to
act as principal underwriter (as such term is defined in Section 2(a)(29) of the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Shares and
you are willing to act as such principal underwriter and to perform the duties
and functions of underwriter in the manner and on the terms and conditions
hereinafter set forth. Accordingly, the Trust hereby agrees with you as follows:

     1. Delivery of Documents. The Trust has furnished you with copies properly
certified or authenticated of each of the following:

     (a)  Declaration of Trust of the Trust, dated July 1, 1994, as amended to
          date.

     (b)  By-Laws of the Trust as in effect on the date hereof.


<PAGE>

     (c)  Resolutions of the Board of Trustees of the Trust selecting you as
          principal underwriter and approving this form of Agreement.

     (d)  The Establishment and Designation of Series of Beneficial Interest,
          $.01 Par Value.

         The Trust will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

         The Trust will furnish you promptly with properly certified or
authenticated copies of any registration statement filed by it with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
(the "1933 Act") or the 1940 Act, together with any financial statements and
exhibits included therein, and all amendments or supplements thereto hereafter
filed.

         2. Registration and Sale of Additional Shares. The Trust will from time
to time use its best efforts to register under the 1933 Act such number of
Shares not already so registered as you may reasonably be expected to sell on
behalf of the Trust. You and the Trust will cooperate in taking such action as
may be necessary from time to time to qualify Shares so registered for sale by
you or the Trust in any states mutually agreeable to you and the Trust, and to
maintain such qualification. This Agreement relates to the issue and sale of
Shares that are duly authorized and registered and available for sale by the
Trust, including redeemed or repurchased Shares if and to the extent that they
may be legally sold and if, but only if, the Trust sees fit to sell them.

         3. Sale of Shares. Subject to the provisions of paragraphs 5 and 7
hereof and to such minimum purchase requirements as may from time to time be
currently indicated in the Trust's prospectus or statement of additional
information, you are authorized to sell as agent on behalf of the Trust Shares
authorized for issue and registered under the 1933 Act. You may also purchase as
principal Shares for resale to the public. Such sales will be made by you on
behalf of the Trust by accepting unconditional orders to purchase Shares placed
with you by investors and such purchases will be made by you only after
acceptance by you of such orders. The sales price to the public of Shares shall
be the public offering price as defined in paragraph 6 hereof.

         4. Solicitation of Orders. You will use your best efforts (but only in
states in which you may lawfully do so) to obtain from investors unconditional
orders for Shares authorized for issue by 


                                       2
<PAGE>

the Trust and registered under the 1933 Act, provided that you may in your
discretion refuse to accept orders for Shares from any particular applicant.

         5. Sale of Shares by the Trust. Unless you are otherwise notified by
the Trust, any right granted to you to accept orders for Shares or to make sales
on behalf of the Trust or to purchase Shares for resale will not apply to (i)
Shares issued in connection with the merger or consolidation of any other
investment company with the Trust or its acquisition, by purchase or otherwise,
of all or substantially all of the assets of any investment company or
substantially all the outstanding shares of any such company, and (ii) to Shares
that may be offered by the Trust to shareholders of the Trust by virtue of their
being such shareholders.

         6. Public Offering Price. All Shares sold to investors by you will be
sold at the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per Share, determined, in the manner
provided in the Trust's registration statements as from time to time in effect
under the 1933 Act and the 1940 Act, next after the order is accepted by you.

         7. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be accepted by you except unconditional orders placed with you
before you had knowledge of the suspension. In addition, the Trust reserves the
right to suspend sales and your authority to accept orders for Shares on behalf
of the Trust if, in the judgment of a majority of the Board of Trustees or a
majority of the Executive Committee of such Board, if such body exists, it is in
the best interests of the Trust to do so, such suspension to continue for such
period as may be determined by such majority; and in that event, no Shares will
be sold by you on behalf of the Trust while such suspension remains in effect
except for Shares necessary to cover unconditional orders accepted by you before
you had knowledge of the suspension.

         8. Portfolio Securities. Portfolio securities of any Portfolio of the
Trust may be bought or sold by or through you and you may participate directly
or indirectly in brokerage commissions or "spread" in respect to transactions in
portfolio securities of any Portfolio of the Trust; provided, however, that all
sums of money received by you as a result of such purchases and sales or as a
result 


                                       3
<PAGE>

of such participation must, after reimbursement of your actual expenses in
connection with such activity, be paid over by you to or for the benefit of the
Trust.

         9. Expenses. (a) The Trust will pay (or will enter into arrangements
providing that others than you will pay) all fees and expenses:

         (1)      in connection with the preparation, setting in type and filing
                  of any registration statement (including a prospectus and
                  statement of additional information) under the 1933 Act or the
                  1940 Act, or both, and any amendments or supplements thereto
                  that may be made from time to time;

         (2)      in connection with the registration and qualification of
                  Shares for sale in the various jurisdictions in which the
                  Trust shall determine it advisable to qualify such Shares for
                  sale (including registering the Trust as a broker or dealer or
                  any officer of the Trust or other person as agent or salesman
                  of the Trust in any such jurisdictions);

         (3)      of preparing, setting in type, printing and mailing any
                  notice, proxy statement, report, prospectus or other
                  communication to shareholders of the Trust in their capacity
                  as such;

         (4)      of preparing, setting in type, printing and mailing
                  prospectuses annually, and any supplements thereto, to
                  existing shareholders;

         (5)      in connection with the issue and transfer of Shares resulting
                  from the acceptance by you of orders to purchase Shares placed
                  with you by investors, including the expenses of printing and
                  mailing confirmations of such purchase orders and the expenses
                  of printing and mailing a prospectus included with the
                  confirmation of such orders;

         (6)      of any issue taxes or any initial transfer taxes;

         (7)      of WATS (or equivalent) telephone lines other than the portion
                  allocated to you in this paragraph 9;

         (8)      of wiring funds in payment of Share purchases or in
                  satisfaction of redemption or repurchase requests, unless such
                  expenses are paid for by the investor or shareholder who
                  initiates the transaction;



                                       4
<PAGE>

         (9)      of the cost of printing and postage of business reply
                  envelopes sent to Trust shareholders;

         (10)     of one or more CRT terminals connected with the computer
                  facilities of the transfer agent other than the portion
                  allocated to you in this paragraph 9;

         (11)     permitted to be paid or assumed by the Trust pursuant to a
                  plan ("12b-1 Plan"), if any, adopted by the Trust in
                  conformity with the requirements of Rule 12b-1 under the 1940
                  Act ("Rule 12b-1") or any successor rule, notwithstanding any
                  other provision to the contrary herein;

         (12)     of the expense of setting in type, printing and postage of the
                  periodic newsletter to shareholders other than the portion
                  allocated to you in this paragraph 9; and

         (13)     of the salaries and overhead of persons employed by you as
                  shareholder representatives other than the portion allocated
                  to you in this paragraph 9.

         b)       You shall pay or arrange for the payment of all fees and
                  expenses:

         (1)      of printing and distributing any prospectuses or reports
                  prepared for your use in connection with the offering of
                  Shares to the public;

         (2)      of preparing, setting in type, printing and mailing any other
                  literature used by you in connection with the offering of
                  Shares to the public;

         (3)      of advertising in connection with the offering of Shares to
                  the public;

         (4)      incurred in connection with your registration as a broker or
                  dealer or the registration or qualification of your officers,
                  trustees, agents or representatives under Federal and state
                  laws;

         (5)      of that portion of WATS (or equivalent) telephone lines,
                  allocated to you on the basis of use by investors (but not
                  shareholders) who request information or prospectuses;

         (6)      of that portion of the expenses of setting in type, printing
                  and postage of the periodic newsletter to shareholders
                  attributable to promotional material included in such
                  newsletter at your request concerning investment companies
                  other than the Trust or concerning the Trust to the extent you
                  are required to assume the expense thereof 


                                       5
<PAGE>

                  pursuant to paragraph 9(b)(8), except such material which is
                  limited to information, such as listings of other investment
                  companies and their investment objectives, given in connection
                  with the exchange privilege as from time to time described in
                  the Trust's prospectus;

         (7)      of that portion of the salaries and overhead of persons
                  employed by you as shareholder representatives attributable to
                  the time spent by such persons in responding to requests from
                  prospective investors and shareholders for information about
                  the Trust;

         (8)      of any activity which is primarily intended to result in the
                  sale of Shares, unless a 12b-1 Plan shall be in effect which
                  provides that the Trust shall bear some or all of such
                  expenses, in which case the Trust shall bear such expenses in
                  accordance with such Plan; and

         (9)      of that portion of one or more CRT terminals connected with
                  the computer facilities of the transfer agent attributable to
                  your use of such terminal(s) to gain access to such of the
                  transfer agent's records as also serve as your records.

         Expenses which are to be allocated between you and the Trust shall be
allocated pursuant to reasonable procedures or formulae mutually agreed upon
from time to time, which procedures or formulae shall to the extent practicable
reflect studies of relevant empirical data.

         10. Conformity with Law. You agree that in selling Shares you will duly
conform in all respects with the laws of the United States and any state in
which Shares may be offered for sale by you pursuant to this Agreement and to
the rules and regulations of the National Association of Securities Dealers,
Inc., of which you are a member.

         11. Independent Contractor. You shall be an independent contractor and
neither you nor any of your officers or employees is or shall be an employee of
the Trust in the performance of your duties hereunder. You shall be responsible
for your own conduct and the employment, control and conduct of your agents and
employees and for injury to such agents or employees or to others 


                                       6
<PAGE>

through your agents or employees. You assume full responsibility for your agents
and employees under applicable statutes and agree to pay all employee taxes
thereunder.

         12. Indemnification. You agree to indemnify and hold harmless the Trust
and each of its trustees and officers and each person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act, against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which the Trust or such trustees, officers, or controlling person
may become subject under such Act, under any other statute, at common law or
otherwise, arising out of the acquisition of any Shares by any person which (i)
may be based upon any wrongful act by you or any of your employees or
representatives, or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement
(including a prospectus or statement of additional information) covering Shares
or any amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading if such statement or
omission was made in reliance upon information furnished to the Trust by you, or
(iii) may be incurred or arise by reason of your acting as the Trust's agent
instead of purchasing and reselling Shares as principal in distributing the
Shares to the public, provided, however, that in no case (i) is your indemnity
in favor of a trustee or officer or any other person deemed to protect such
trustee or officer or other person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties or by reason of his
reckless disregard of obligations and duties under this Agreement or (ii) are
you to be liable under your indemnity agreement contained in this paragraph with
respect to any claim made against the Trust or any person indemnified unless the
Trust or such person, as the case may be, shall have notified you in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Trust or
upon such person (or after the Trust or such person shall have received notice
of such service on any designated agent), but failure to notify you of any such
claim shall not relieve you from any liability which you may have to the Trust
or any person against whom such action is brought otherwise than on account of


                                       7
<PAGE>

your indemnity agreement contained in this paragraph. You shall be entitled to
participate, at your own expense, in the defense, or, if you so elect, to assume
the defense of any suit brought to enforce any such liability, but if you elect
to assume the defense, such defense shall be conducted by counsel chosen by you
and satisfactory to the Trust, to its officers and trustees, or to any
controlling person or persons, defendant or defendants in the suit. In the event
that you elect to assume the defense of any such suit and retain such counsel,
the Trust, such officers and trustees or controlling person or persons,
defendant or defendants in the suit shall bear the fees and expenses of any
additional counsel retained by them, but, in case you do not elect to assume the
defense of any such suit, you will reimburse the Trust, such officers and
trustees or controlling person or persons, defendant or defendants in such suit
for the reasonable fees and expenses of any counsel retained by them. You agree
promptly to notify the Trust of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any Shares.

         The Trust agrees to indemnify and hold harmless you and each of your
trustees and officers and each person, if any, who controls you within the
meaning of Section 15 of the 1933 Act, against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
you or such trustees, officers or controlling person may become subject under
such Act, under any other statute, at common law or otherwise, arising out of
the acquisition of any Shares by any person which (i) may be based upon any
wrongful act by the Trust or any of its employees or representatives, or (ii)
may be based upon any untrue statement or alleged untrue statement of a material
fact contained in a registration statement (including a prospectus or statement
of additional information) covering Shares or any amendment thereof or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in reliance upon
information furnished to you by the Trust; provided, however, that in no case
(i) is the Trust's indemnity in favor of a trustee or officer or any other
person deemed to protect such trustee or officer or other person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of 


                                       8
<PAGE>

his reckless disregard of obligations and duties under this Agreement or (ii) is
the Trust to be liable under its indemnity agreement contained in this paragraph
with respect to any claims made against you or any such trustee, officer or
controlling person unless you or such trustee, officer or controlling person, as
the case may be, shall have notified the Trust in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon you or upon such trustee,
officer or controlling person (or after you or such trustee, officer or
controlling person shall have received notice of such service on any designated
agent), but failure to notify the Trust of any such claim shall not relieve it
from any liability which it may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to you, your
trustees, officers, or controlling person or persons, defendant or defendants in
the suit. In the event that the Trust elects to assume the defense of any such
suit and retain such counsel, you, your trustees, officers or controlling person
or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them, but, in case the Trust does
not elect to assume the defense of any such suit, it will reimburse you or such
trustees, officers or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by them.
The Trust agrees promptly to notify you of the commencement of any litigation or
proceedings against it or any of its officers or trustees in connection with the
issuance or sale of any Shares.

         13. Authorized Representations. The Trust is not authorized to give any
information or to make any representations on behalf of you other than the
information and representations contained in a registration statement (including
a prospectus or statement of additional information) covering Shares, as such
registration statement and prospectus may be amended or supplemented from time
to time.



                                       9
<PAGE>

         You are not authorized to give any information or to make any
representations on behalf of the Trust or in connection with the sale of Shares
other than the information and representations contained in a registration
statement (including a prospectus or statement of additional information)
covering Shares, as such registration statement may be amended or supplemented
from time to time. No person other than you is authorized to act as principal
underwriter (as such term is defined in the 1940 Act) for the Trust.

         14. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date first written above and will remain in effect
until September 30, 1999 and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by the vote of a
majority of the trustees who are not interested persons of you or of the Trust,
cast in person at a meeting called for the purpose of voting on such approval,
and by vote of the Board of Trustees or of a majority of the outstanding voting
securities of the Trust. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty, by the Board of
Trustees of the Trust, by a vote of a majority of the outstanding voting
securities of the Trust, or by you. This Agreement will automatically terminate
in the event of its assignment. In interpreting the provisions of this paragraph
14, the definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "interested person", "assignment" and "majority of the
outstanding voting securities"), as modified by any applicable order of the
Securities and Exchange Commission, shall be applied.

         15. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Trust should at any time deem it
necessary or advisable in the best interests of the Trust that any amendment of
this Agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and should
notify you of the form of such amendment, and the reasons therefor, and if you
should decline to assent to such amendment, the 


                                       10
<PAGE>

Trust may terminate this Agreement forthwith. If you should at any time request
that a change be made in the Trust's Declaration of Trust or By-laws or in its
methods of doing business, in order to comply with any requirements of federal
law or regulations of the Securities and Exchange Commission or of a national
securities association of which you are or may be a member relating to the sale
of shares of the Trust, and the Trust should not make such necessary change
within a reasonable time, you may terminate this Agreement forthwith.

         16. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract.

                                    Very truly yours,

                                    SCUDDER PATHWAY SERIES

                                    By:  
                                        --------------------------------

                                        Thomas F. McDonough,Vice President

         The foregoing agreement is hereby accepted as of the foregoing date
thereof.

                                    SCUDDER INVESTOR SERVICES, INC.



                                    By: 
                                        --------------------------------
                                            Daniel Pierce, President



                                       11
<PAGE>

                                   Schedule A



                               Balanced Portfolio

                             Conservative portfolio

                                Growth Portfolio

                             International Portfolio



                                       12


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