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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549 OMB APPROVAL
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OMB Number: 3235-0360
FORM N-17f-2 Expires
Estimated average burden
hours per response...0.05
Certificate of Accounting of Securities and Similar -----------------------------------
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
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1. Investment Company Act File Number: Date Examination completed:
811-8606 April 6, 2000 and April 30, 2000
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2. State identification Number:
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AL AK AZ AR CA CO
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CT DE DC FL GA HI
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ID IL IN IA KS KY
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LA ME MD MA MI MN
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MS MO MT NE NV NH
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NJ NM NY NC ND OH
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OK OR PA RI SC SD
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TN TX UT VT VA WA
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WV WI WY Puerto Rico
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Other (specify):
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3. Exact name of investment company as specified in registration statement:
Scudder Pathway Series
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4. Address of principal executive office (number, street, city, state, zip code):
Two International Place, Boston MA, 02110
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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
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Management Statement Regarding Compliance With Certain Provisions
of the Investment Company Act of 1940
PricewaterhouseCoopers LLP August 18, 2000
160 Federal Street
Boston, MA 02110
We, as members of management of the Scudder Pathway Series (comprised of Growth
Portfolio, Balanced Portfolio and Conservative Portfolio (the "Portfolios")) are
responsible for complying with the requirements of subsections (b) and (c) of
Rule 17f-2 under the Investment Company Act of 1940 (as interpreted in the
Response of the Office of the Chief Counsel, Division of Investment Management,
Ref. No. 92-237-CC). We are also responsible for establishing and maintaining
effective internal controls over compliance with those requirements. We have
performed evaluations of the Portfolios' compliance with the requirements of
subsections (b) and (c) of Rule 17f-2 under the Investment Company Act of 1940
(as interpreted in the Response of the Office of the Chief Counsel, Division of
Investment Management, Ref. No. 92-237-CC) as of April 6, 2000 and April 30,
2000 and for the period from August 31, 1999 (date of last examination) through
April 6, 2000, and the period from April 6, 2000 through April 30, 2000.
Based on these evaluations, we assert that the Portfolios were in compliance
with the requirements of subsections (b) and (c) of Rule 17f-2 under the
Investment Company Act of 1940 (as interpreted in the Response of the Office of
the Chief Counsel, Division of Investment Management, Ref. No. 92-237-CC) as of
April 6, 2000 and April 30, 2000 and for the period from August 31, 1999 (date
of last examination) through April 6, 2000, and the period from April 6, 2000
through April 30, 2000, with respect to securities reflected in the investment
accounts of the Portfolios.
Scudder Pathway Series
By:
/s/John R. Hebble
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John R. Hebble
Treasurer
/s/Caroline Pearson
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Caroline Pearson
Assistant Secretary
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Report of Independent Accountants
To the Board of Trustees of the Scudder Pathway Series:
We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance With Certain Provisions of the Investment Company
Act of 1940, about Scudder Pathway Series (comprised of Growth Portfolio,
Balanced Portfolio and Conservative Portfolio (the "Portfolios")) compliance
with the requirements of subsections (b) and (c) of Rule 17f-2 under the
Investment Company Act of 1940 (as interpreted in the Response of the Office of
the Chief Counsel, Division of Investment Management, Ref. No. 92-237-CC) as of
April 6, 2000 and April 30, 2000. 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
examinations.
Our examinations were conducted in accordance with attestation 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. Both the April 6, 2000 and April 30,
2000 examinations were made without prior notice to the Portfolios. Included
among our procedures were the following tests performed as of April 6, 2000 and
April 30, 2000, and with respect to agreement of security purchases and sales,
for the period from August 30,1999 (date of our last examination) through April
6, 2000 and for the period from April 6, 2000 through April 30, 2000:
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 and Scudder Service Corp.
o Agreement of security purchases and 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 examinations provide a reasonable basis for our opinion. Our
examinations do not provide a legal determination of the Portfolios' compliance
with specified requirements.
In our opinion, management's assertion that the Portfolios enumerated above were
in compliance with the requirements of subsections (b) and (c) of Rule 17f-2
under the Investment Company Act of 1940 (as interpreted in the Response of the
Office of the Chief Counsel, Division of Investment Management, Ref. No.
92-237-CC) as of April 6, 2000 and April 30, 2000, 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 the Board of
Trustees, management of Scudder Pathway Series and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
the specified parties.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 18, 2000
