Exhibit (m)(3)
Fund: Scudder Pathway Series (the "Fund")
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Series: Growth Portfolio (the "Series")
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Class: Class A (the "Class")
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RULE 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Rule 12b-1 Plan (the "Plan") has been adopted for
the Fund, on behalf of the Series, for the Class (all as noted and defined
above) by a majority of the members of the Fund's Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Trustees") at a meeting
called for the purpose of voting on this Plan.
1. Services. Pursuant to the terms of an Administrative Services
Agreement (the "Services Agreement"), Kemper Distributors, Inc. ("KDI") provides
information and administrative services for the benefit of the Fund and its
shareholders. This Plan authorizes the Fund to pay KDI the administrative
services fee computed at an annual rate of up to 0.25 of 1% of the average daily
net assets of the Class, as set forth in the Services Agreement. As described in
the Services Agreement, KDI may use the administrative services fee to
compensate various financial services firms ("Firms") for providing such office
space and equipment, telephone facilities, personnel or other services as may be
necessary or beneficial for providing information and services to investors in
the Fund. Such services and assistance may include, but are not limited to,
establishing and maintaining accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding the Fund and its
special features, assistance to investors in changing dividend and investment
options, account designations and addresses, and such other administrative
services as the Fund or KDI may reasonably request.
2. Periodic Reporting. KDI shall prepare reports for the Board of
Trustees of the Fund on a quarterly basis for the Class showing amounts paid to
the various Firms pursuant to this Plan, the Services Agreement and any other
related agreement, the purpose for such expenditure, and such other information
as from time to time shall be reasonably requested by the Board of Trustees.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the Trustees, and of the Qualified Trustees, cast in person at a
meeting called for such purpose.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Class by vote of a majority of the Qualified Trustees or by
vote of the majority of the outstanding voting securities of the Class.
<PAGE>
5. Amendment. This Plan may not be amended to materially increase the
amount to be paid to KDI by the Fund for its services under the Services
Agreement with respect to the Class without the vote of a majority of the
outstanding voting securities of the Class. All material amendments to this Plan
must in any event be approved by a vote of a majority of the Board, and of the
Qualified Trustees, cast in person at a meeting called for such purpose.
6. Selection of Non-Interested Trustees. So long as this Plan is in
effect, the selection and nomination of those Trustees who are not interested
persons of the Fund will be committed to the discretion of Trustees who are not
themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Services Agreement and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the Services
Agreement or any such report, as the case may be, the first two (2) years in an
easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Class and shall not be binding on any
Trustee, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the Trustees or shareholders of the Fund nor the
adoption of the Plan on behalf of the Fund shall impose any liability upon any
Trustees or upon any shareholder.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series or Class as the Act or the rules thereunder so require.
Approved on: For use on or after December 29, 2000.
<PAGE>
Fund: Scudder Pathway Series (the "Fund")
----------------------
Series: Growth Portfolio (the "Series")
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Class: Class B (the "Class")
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RULE 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Rule 12b-1 Plan (the "Plan") has been adopted for
the Fund, on behalf of the Series, for the Class (all as noted and defined
above) by a majority of the members of the Fund's Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Trustees") at a meeting
called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate of .75% of the average daily net assets attributable to the Class.
KDI may compensate various financial services firms appointed by KDI ("Firms")
in accordance with the provisions of the Fund's Underwriting and Distribution
Services Agreement (the "Distribution Agreement") for sales of shares at the fee
levels provided in the Fund's prospectus from time to time. KDI may pay other
commissions, fees or concessions to Firms, and may pay them to others in its
discretion, in such amounts as KDI may determine from time to time. The
distribution services fee for the Class shall be based upon the average daily
net assets of the Series attributable to the Class and such fee shall be charged
only to that Class. For the month and year in which this Plan becomes effective
or terminates, there shall be an appropriate proration of the distribution
services fee set forth herein on the basis of the number of days that the Plan,
the Distribution Agreement and any agreement related to the Plan is in effect
during the month and year, respectively. The distribution services fee shall be
in addition to and shall not be reduced or offset by the amount of any
contingent deferred sales charge received by KDI.
2. Additional Services. Pursuant to the terms of an Administrative
Services Agreement (the "Services Agreement"), KDI provides information and
administrative services for the benefit of the Fund and its shareholders. This
Plan authorizes the Fund to pay KDI the administrative services fee computed at
an annual rate of up to 0.25 of 1% of the average daily net assets of the Class,
as set forth in the Services Agreement. As described in the Services Agreement,
KDI may use the administrative services fee to compensate various Firms for
providing such office space and equipment, telephone facilities, personnel or
other services as may be necessary or beneficial for providing information and
services to investors in the Fund. Such services and assistance may include, but
are not limited to, establishing and maintaining accounts and records,
processing purchase and redemption transactions, answering routine inquiries
regarding the Fund and its special features, assistance to investors in changing
dividend and investment options, account designations and addresses, and such
other administrative services as the Fund or KDI may reasonably request.
<PAGE>
3. Periodic Reporting. KDI shall prepare reports for the Board of
Trustees of the Fund on a quarterly basis for the Class showing amounts paid to
the various Firms pursuant to this Plan, the Services Agreement and any other
related agreement, the purpose for such expenditure, and such other information
as from time to time shall be reasonably requested by the Board of Trustees.
4. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the Trustees, and of the Qualified Trustees, cast in person at a
meeting called for such purpose.
5. Termination. This Plan may be terminated at any time without penalty
with respect to the Class by vote of a majority of the Qualified Trustees or by
vote of the majority of the outstanding voting securities of the Class.
6. Amendment. This Plan may not be amended to materially increase the
amount payable to KDI by the Fund either for distribution services or for
services under the Services Agreement with respect to the Class without the vote
of a majority of the outstanding voting securities of the Class. All material
amendments to this Plan must in any event be approved by a vote of a majority of
the Board, and of the Qualified Trustees, cast in person at a meeting called for
such purpose.
7. Selection of Non-Interested Trustees. So long as this Plan is in
effect, the selection and nomination of those Trustees who are not interested
persons of the Fund will be committed to the discretion of Trustees who are not
themselves interested persons.
8. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, the Services Agreement and all reports made pursuant to
Paragraph 3 above for a period of not less than six (6) years from the date of
this Plan, the Distribution Agreement, the Services Agreement or any such
report, as the case may be, the first two (2) years in an easily accessible
place.
9. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Class and shall not be binding on any
Trustee, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the Trustees or shareholders of the Fund nor the
adoption of the Plan on behalf of the Fund shall impose any liability upon any
Trustees or upon any shareholder.
10. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
<PAGE>
11. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series or Class as the Act or the rules thereunder so require.
Approved on: For use on or after December 29, 2000.
<PAGE>
Fund: Scudder Pathway Series (the "Fund")
----------------------
Series: Growth Portfolio (the "Series")
----------------
Class: Class C (the "Class")
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RULE 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Rule 12b-1 Plan (the "Plan") has been adopted for
the Fund, on behalf of the Series, for the Class (all as noted and defined
above) by a majority of the members of the Fund's Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Trustees") at a meeting
called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate of .75% of the average daily net assets attributable to the Class.
KDI may compensate various financial services firms appointed by KDI ("Firms")
in accordance with the provisions of the Fund's Underwriting and Distribution
Services Agreement (the "Distribution Agreement") for sales of shares at the fee
levels provided in the Fund's prospectus from time to time. KDI may pay other
commissions, fees or concessions to Firms, and may pay them to others in its
discretion, in such amounts as KDI may determine from time to time. The
distribution services fee for the Class shall be based upon the average daily
net assets of the Series attributable to the Class and such fee shall be charged
only to that Class. For the month and year in which this Plan becomes effective
or terminates, there shall be an appropriate proration of the distribution
services fee set forth herein on the basis of the number of days that the Plan,
the Distribution Agreement and any agreement related to the Plan is in effect
during the month and year, respectively. The distribution services fee shall be
in addition to and shall not be reduced or offset by the amount of any
contingent deferred sales charge received by KDI.
2. Additional Services. Pursuant to the terms of an Administrative
Services Agreement (the "Services Agreement"), KDI provides information and
administrative services for the benefit of the Fund and its shareholders. This
Plan authorizes the Fund to pay KDI the administrative services fee computed at
an annual rate of up to 0.25 of 1% of the average daily net assets of the Class,
as set forth in the Services Agreement. As described in the Services Agreement,
KDI may use the administrative services fee to compensate various Firms for
providing such office space and equipment, telephone facilities, personnel or
other services as may be necessary or beneficial for providing information and
services to investors in the Fund. Such services and assistance may include, but
are not limited to, establishing and maintaining accounts and records,
processing purchase and redemption transactions, answering routine inquiries
regarding the Fund and its special features, assistance to investors in changing
dividend and investment options, account designations and addresses, and such
other administrative services as the Fund or KDI may reasonably request.
<PAGE>
3. Periodic Reporting. KDI shall prepare reports for the Board of
Trustees of the Fund on a quarterly basis for the Class showing amounts paid to
the various Firms pursuant to this Plan, the Services Agreement and any other
related agreement, the purpose for such expenditure, and such other information
as from time to time shall be reasonably requested by the Board of Trustees.
4. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the Trustees, and of the Qualified Trustees, cast in person at a
meeting called for such purpose.
5. Termination. This Plan may be terminated at any time without penalty
with respect to the Class by vote of a majority of the Qualified Trustees or by
vote of the majority of the outstanding voting securities of the Class.
6. Amendment. This Plan may not be amended to materially increase the
amount payable to KDI by the Fund either for distribution services or for
services under the Services Agreement with respect to the Class without the vote
of a majority of the outstanding voting securities of the Class. All material
amendments to this Plan must in any event be approved by a vote of a majority of
the Board, and of the Qualified Trustees, cast in person at a meeting called for
such purpose.
7. Selection of Non-Interested Trustees. So long as this Plan is in
effect, the selection and nomination of those Trustees who are not interested
persons of the Fund will be committed to the discretion of Trustees who are not
themselves interested persons.
8. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, the Services Agreement and all reports made pursuant to
Paragraph 3 above for a period of not less than six (6) years from the date of
this Plan, the Distribution Agreement, the Services Agreement or any such
report, as the case may be, the first two (2) years in an easily accessible
place.
9. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Class and shall not be binding on any
Trustee, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the Trustees or shareholders of the Fund nor the
adoption of the Plan on behalf of the Fund shall impose any liability upon any
Trustees or upon any shareholder.
10. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
<PAGE>
11. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series or Class as the Act or the rules thereunder so require.
Approved on: For use on or after December 29, 2000.
