SCUDDER PATHWAY SERIES /NEW/, 485APOS, 2000-05-12

SCUDDER PATHWAY SERIES /NEW/
485APOS, 2000-05-12

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Filed electronically with the Securities and Exchange
Commission on May 12, 2000.

File No. 33-86070
File No. 811-8606

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 /_/
Pre-Effective Amendment No. /_/
--
Post-Effective Amendment No. 8 /X/
and/or --
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /_/

Amendment No. 10 /X/
--

Scudder Pathway Series.
-----------------------
(Exact Name of Registrant as Specified in Charter)

Two International Place
-----------------------
Boston, Massachusetts 02110-4103
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (617) 295-2567
--------------
John Millette
Scudder Kemper Investments, Inc.
Two International Place, Boston MA 02110-4103
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

/_/ Immediately upon filing pursuant to paragraph ( b )
/_/ On _________ pursuant to paragraph ( b )
/_/ 60 days after filing pursuant to paragraph ( a ) ( 1 )
/X/ On July 14, 2000 pursuant to paragraph ( a ) ( 1 )
/_/ 75 days after filing pursuant to paragraph ( a ) ( 2 )
/_/ On ___________ pursuant to paragraph ( a ) ( 2 ) of Rule 485.

If Appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment

<PAGE>

Scudder Pathway Series

Balanced Portfolio (New Fund #s)
Conservative Portfolio (New Fund #s)
Growth Portfolio (New Fund #s)

Supplement to the prospectus dated January 1, 2000

On or about September 25, 2000 for Conservative Portfolio and Growth Portfolio
and October 1, 2000 for Balanced Portfolio, this prospectus will offer two
classes of shares to provide investors with different purchase options. The two
classes are the S Class and the AARP Class. Each class has its own important
features and policies. In addition, as of the respective dates noted above for
each fund, all existing shares of Balanced Portfolio, Conservative Portfolio and
Growth Portfolio will be redesignated S Class shares of their respective funds.
Shares of the AARP class will be specially designed for members of the American
Association of Retired Persons (the "AARP").

For your convenience, this supplement has been divided into three parts. Part I
provides information relating to important changes to the funds generally. Part
II provides information relating specifically to the S Class of each fund. Part
III provides information relating specifically to the AARP Class of each fund.
As always, you should refer to the prospectus for general information about the
funds, including their investment approaches, risks, and portfolio managers, and
for additional information relating to the S Class, such as its historical
performance and its purchase, redemption and exchange procedures.

PART I - General Information about the Funds

On _____________, shareholders of each fund elected the following
people to each fund's Board: Henry P. Becton, Jr., Linda C.
Coughlin, Dawn-Marie Driscoll, Edgar Fiedler, Keith R. Fox, Joan
E. Spero, Jean G. Stromberg, Jean C. Tempel and Steven Zaleznick.

Financial Highlights

[To be provided]

PART II - Specific Information about the S Class

How Much S Class Shareholders Pay

Each Fund's S Class has no sales charges or other shareholder fees. None of the
funds bear any direct expenses, and thus have total annual fund operating
expenses of 0.00%. However, each fund's shareholders will indirectly bear that
portfolio's pro rata share of fees and expenses incurred by the underlying
Scudder funds in which a fund is invested. As noted under Part I, the restated
expenses of Conservative Portfolio and Growth Portfolio will become effective on
the date of the pending acquisition by each fund of another fund advised by
Scudder Kemper, currently scheduled for September 25, 2000, respectively.

<TABLE>
<CAPTION>
S Class
- ----------------------------------------------------------- --------------- ---------------- ------------
Balanced Conservative Growth
Portfolio Portfolio Portfolio
- ----------------------------------------------------------- --------------- ---------------- ------------
<S> <C> <C> <C>
Fee Table (%)
- ----------------------------------------------------------- --------------- ---------------- ------------
Range of Average Weighted Expense Ratio

<PAGE>

Class to those of other funds. The example assumes
operating expenses remain the same and that you invested
$10,000, earned 5% annual returns, reinvested all
dividends and distributions and sold your shares at the
end of each period. This is only an example: your actual
expenses will be different.
- ----------------------------------------------------------- --------------- ---------------- ------------
1 year
- ----------------------------------------------------------- --------------- ---------------- ------------
3 years
- ----------------------------------------------------------- --------------- ---------------- ------------
5 years
- ----------------------------------------------------------- --------------- ---------------- ------------
10 years
- ----------------------------------------------------------- --------------- ---------------- ------------
</TABLE>

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).

PART III - Specific Information about the AARP Class

The remainder of this supplement provides specific information regarding the
important features and policies of the AARP Class of each fund. Please remember
to review the funds' prospectus for additional information about each fund.

The AARP Class

Since its beginning in 1985, the AARP Investment Program from Scudder has been
specially designed to address the needs of people age 50 and over. In keeping
with the organization's mission, AARP's goal is to encourage more of its members
to plan for retirement and beyond. To continue to meet the increasingly diverse
needs and goals of its members, the AARP Investment Program from Scudder has
recently been expanded to offer a wider range of investment options to AARP
members. This has been accomplished by adding the AARP Class to each fund in the
Scudder Family of Funds. The AARP Class will generally have lower minimum
investments, will retain its own identity with separate statements, and will
continue the AARP Investment Program's commitment to shareholder education.

The role of AARP in the AARP Investment Program is not changing. While AARP
takes no part in the investment decisions made by Scudder Kemper, AARP, through
its subsidiary, will continue to oversee the Program's service quality and
communications, and AARP will also continue to provide insight and direction as
to what best represents the interests and concerns of its membership. In
addition, AARP will be represented on each fund's Board.

The AARP Class of Conservative Portfolio and Growth Portfolio will become
effective on the date of the pending acquisition(s) by each fund of other
fund(s) advised by Scudder Kemper, currently scheduled for July 14, 2000. In
addition, the AARP Class of each other fund in the Scudder Family of Funds will
be available no later than October 1, 2000.

Past Performance

As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table for each
fund in the prospectus show how the total returns for each fund's S Class has
varied from year to year, and over time. Shares of each fund's S Class will have
substantially similar returns to the AARP Class because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes may have different expenses.

How Much AARP Class Shareholders Pay

Each Fund's AARP Class has no sales charges or other shareholder fees. None of
the funds bear any direct expenses, and thus have total annual fund operating
expenses of 0.00%. However, each fund's shareholders will indirectly bear that
portfolio's pro rata share of fees and expenses incurred by the underlying
Scudder funds in which a fund is invested. This table shows fees for each fund's
AARP class.

<PAGE>

<TABLE>
<CAPTION>
AARP Class
- ----------------------------------------------------------- --------------- ---------------- ------------
Balanced Conservative Growth
Portfolio Portfolio Portfolio
- ----------------------------------------------------------- --------------- ---------------- ------------
<S> <C> <C> <C>
Fee Table (%)
- ----------------------------------------------------------- --------------- ---------------- ------------
Range of Average Weighted Expense Ratio

- ----------------------------------------------------------- --------------- ---------------- ------------
Expense Example
- ----------------------------------------------------------- --------------- ---------------- ------------
Based on the costs above, this example is designed to
help you compare expenses of each fund's AARP Class to
those of other funds. The example assumes operating
expenses remain the same and that you invested $10,000,
earned 5% annual returns, reinvested all dividends and
distributions and sold your shares at the end of each
period. This is only an example: your actual expenses
will be different.
- ----------------------------------------------------------- --------------- ---------------- ------------
1 year
- ----------------------------------------------------------- --------------- ---------------- ------------
3 years
- ----------------------------------------------------------- --------------- ---------------- ------------
5 years
- ----------------------------------------------------------- --------------- ---------------- ------------
10 years
- ----------------------------------------------------------- --------------- ---------------- ------------
</TABLE>

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).

How to Buy AARP Class Shares

<TABLE>
<CAPTION>
First Investment Additional Investments
- ------------------------------------- ------------------------------------- -----------------------------------
<S> <C> <C>
$1,000 or more for regular accounts $___ or more for regular accounts

$500 or more for IRAs $__ or more for IRAs

$50 or more with an Automatic
Investment Plan

- ------------------------------------- ------------------------------------- -----------------------------------
By mail Send completed enrollment form and Send a personalized investment
AARP Investment Program from check (payable to "AARP Investment slip or short note that includes:
Scudder Program"). o fund name
P.O. Box 2540 For enrollment forms, call o AARP class
Boston, MA 02208-2540 800-253-2277. o account number
o check payable to "AARP
Investment Program".
- ------------------------------------- ------------------------------------- -----------------------------------
By wire Call 800-253-2277 for instructions Call 800-253-2277 for instructions

- ------------------------------------- ------------------------------------- -----------------------------------
By phone - Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
With an automatic investment plan Fill in the information required on To set up regular investment from
your enrollment form and include a a bank checking account, call
voided check. 800-253-2277.

- ------------------------------------- ------------------------------------- -----------------------------------
Web site - Once you have registered on the
Web Site (aarp.scudder.com), you
may purchase shares online by
transfers from your bank account.
- ------------------------------------- ------------------------------------- -----------------------------------
QuickBuy - Call 800-253-2277
- ------------------------------------- ------------------------------------- -----------------------------------
</TABLE>

How to Exchange or Sell AARP Class Shares

<PAGE>

<TABLE>
<CAPTION>
Exchanging into another fund Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
<S> <C> <C>
$1,000 or more to open a new Some transaction, including most for
account ($500 for IRAs) over $100,000, can only be ordered in
writing; see the prospectus for more
[$___] or more for exchanges information
between existing accounts
- ------------------------------------- ----------------------------------- ---------------------------------------
By phone Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access Call 800-631-4636 and follow the Call 800-631-4636 and follow the
instructions instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
By mail or fax Your instructions should include: Your instructions should include:
(see previous page) o your account number o your account number
o names of the fund and o names of the fund and class
class and number of shares and number of shares or dollar
or dollar amount you want to amount you want to redeem
exchange

- ------------------------------------- ----------------------------------- ---------------------------------------
With an automatic withdrawal plan - To set up regular cash payments from
an account, call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Using QuickSell - Call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Web Site Once you have registered on the -
Web Site (aarp.scudder.com), you
may exchange shares between
Investment Program funds online.
- ------------------------------------- ----------------------------------- ---------------------------------------
</TABLE>

Other rights we reserve

If your balance falls below $1,000, we will give you 60 days' notice so you can
either increase your balance or close your account (this policy does not apply
to retirement accounts, or in any case where a fall in share price creates the
low balance)

Policies You Should Know About The AARP Class
Easy-Access Line
Call 800-631-4636 24 hours a day, year-round
This automated number provides current information on the AARP Class of each
fund and your account. If you have signed up for telephone services, you can
also use this number to exchange and redeem shares of the AARP Class.

Web Site
aarp.scudder.com
You can review your portfolio and make online transactions, including purchases
and exchanges between Investment Program Mutual Funds, once you have registered
on the site. You can also customize the site according to your preference. The
Learning Center includes online versions of educational publications and past
issues of Financial Focus and Investment Insight, the Program's newsletters. You
may also contact us through the site's e-mail capability.

AARP Investment Program Representatives
Call 800-253-2277 8AM-8PM M-F, eastern time
Call this number to speak with a trained representative who can answer your
investing questions and assist you with transaction-related services. You may
also use this number to request a variety of investment education guides and
prospectuses.

Confidential Fax Line
800-821-6234 24 hours a day, year-round
Signed exchange and redemption requests received after 4 p.m.
eastern time on a business day or over a weekend or holiday will
be executed the following business day.

<PAGE>

TDD Line
1-800-634-9454 9 AM-5PM, M-F, eastern time
Dial this number with a TDD machine to communicate with registered AARP Mutual
Fund representatives specially trained to handle services for hearing-impaired
investors.

SERVICES
- --------

AARP Lump Sum Service Retirement specialists can help you make decisions about
your lump sum distribution from an employer's 401(k) or pension plan. An
information kit is provided. Call 1-800-253-2277.

AARP Legacy Service This service helps you organize important financial
documents, making it easier to share your investment information and goals with
your spouse or heirs and to plan for the orderly transfer of assets in the event
of a death. We also offer transfer ownership assistance to heirs for your AARP
accounts. Information kits are provided. Call 1-800-253-2277.

AARP Goal Setting and Asset Allocation Service A guidebook and self-scoring
worksheet are available to help you reach your goals by appropriately allocating
your assets across types of investments. Call 1-800-253-2277 to speak to a
specially trained representative.

Account Statements and Reports You will receive prompt confirmation statements
for all of your transactions. Your consolidated [monthly] statement details your
current account status and records all transactions. (AARP IRA and Keogh Plan
investors receive consolidated statements quarterly.)

You will also receive a semi-annual report, an annual report, and a current
prospectus each year.

Retirement Plans
- ----------------
For an information kit about (including all the necessary forms) regular
Individual Retirement Accounts (IRAs), Roth IRAs, Simplified Employee Pension
IRAs (SEP-IRAs), and Keogh Plan accounts, call an AARP Mutual Fund
representative at 800-253-2277.

To Get More Information:.
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information free of charge by contacting:

AARP Investment Program from Scudder
------------------------------------
P.O. Box 2540
Boston, MA 02208-2540
800-253-2277
aarp.scudder.com

July 14, 2000

<PAGE>

SCUDDER PATHWAY SERIES

SUPPLEMENT TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED JANUARY 1, 2000
--------------------------------------------

On or about September 25, 2000 for Conservative Portfolio and Growth
Portfolio and October 1, 2000 for Balanced Portfolio, this Statement of
Additional Information will offer two classes of shares to provide investors
with different purchase options. The two classes are: the S Class and the AARP
Class. Each class has its own important features and policies. In addition, as
of the respective dates noted above for each portfolio, all existing shares of
Balanced Portfolio, Conservative Portfolio and Growth Portfolio will be
redesignated S Class shares of their respective portfolios. Shares of the AARP
class will be specially designed for members of the American Association of
Retired Persons (the "AARP").

The following information supplements the cover page:

The Semiannual Report to Shareholders of Scudder Pathway Series dated February
29, 2000 is incorporated by reference and hereby deemed to be part of this
Statement of Additional Information.

The following information supplements the disclosure regarding "The Underlying
Scudder Funds" on page 2:

Each of the following Underlying Funds is scheduled to be reorganized into
another Scudder fund on the date listed below:

Scudder Corporate Bond Fund July 31, 2000
Scudder GNMA Fund July 17, 2000
Scudder International Bond Fund September 25, 2000
Scudder International Growth and Income Fund August 28, 2000
Scudder Micro Cap Fund July 17, 2000

The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 19:

Additional Information About Opening an Account

Clients having a regular investment counsel account with the Adviser or
its affiliates and members of their immediate families, officers and employees
of the Adviser or of any affiliated organization and their immediate families,
members of the National Association of Securities Dealers, Inc. ("NASD") and
banks may, if they prefer, subscribe initially for at least $2,500 for S Class
and $1,000 for AARP Class through Scudder Investor Services, Inc. by letter,
fax, or telephone.

Shareholders of other Scudder funds who have submitted an account
application and have certified a tax identification number, clients having a
regular investment counsel account with the Adviser or its affiliates and
members of their immediate families, officers and employees of the Adviser or of
any affiliated organization and their immediate families, members of the NASD,
and banks may open an account by wire. These investors must call 1-800-225-5163
to get an account number. During the call the investor will be asked to indicate
the Portfolio name, class name, amount to be wired ($2,500 minimum for S Class
and $1,000 for AARP Class), name of bank or trust company from which the wire
will be sent, the exact registration of the new account, the tax identification
number or Social Security number, address and telephone number. The investor
must then call the bank to arrange a wire transfer to The Scudder Funds, Boston,
MA 02101, ABA Number 011000028, DDA Account 9903-5552. The investor must give
the Scudder Fund, class name, account name and the new account number. Finally,
the investor must send a

<PAGE>

completed and signed application to the Portfolio promptly. Investors interested
in investing in the AARP Class should call 1-800-253-2277 for further
instructions.

The minimum initial purchase amount is less than $2,500 for the S Class
under certain plan accounts and is $1,000 for the AARP Class.

The following disclosure replaces the disclosure regarding "Minimum balances" on
page 19:

Minimum balances

Shareholders should maintain a share balance worth at least $2,500 for
S Class and $1,000 for AARP Class. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gift to Minor Act and Uniform Trust to Minor
Act accounts, the minimum balance is $1000. These amounts may be changed by the
Portfolio's Board of Trustees. A shareholder may open an account with at least
$1,000 ($500 for fiduciary/custodial accounts), if an automatic investment plan
(AIP) of $100/month ($50/month for AARP Class and fiduciary/custodial accounts)
is established. Scudder group retirement plans and certain other accounts have
similar or lower minimum share balance requirements.

The Portfolio reserves the right, following 60 days' written notice to
applicable shareholders, to:

o [assess an annual $10 per Fund charge] (with the Fee to be
paid to the Portfolio) for any non-fiduciary/non-custodial
account without an automatic investment plan (AIP) in place
and a balance of less than $2,500 for S Class and $1,000 for
AARP Class; and

o redeem all shares in Portfolio accounts below $1,000 where a
reduction in value has occurred due to a redemption, exchange
or transfer out of the account. The Portfolio will mail the
proceeds of the redeemed account to the shareholder.

[Reductions in value that result solely from market activity will not
trigger an involuntary redemption. Shareholders with a combined household
account balance in any of the Scudder Funds of $100,000 or more, as well as
group retirement and certain other accounts will not be subject to a fee or
automatic redemption.]

[Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA
or UTMA) with balances below $100 are subject to automatic redemption following
60 days' written notice to applicable shareholders.]

The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 20:

Additional Information About Making Subsequent Investments by QuickBuy

Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the QuickBuy program may purchase shares of the Portfolio by telephone.
Through this service shareholders may purchase up to $250,000. To purchase
shares by QuickBuy, shareholders should call before the close of regular trading
on the New York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time.
Proceeds in the amount of your purchase will be transferred from your bank
checking account two or three business days following your call. For requests
received by the close of regular trading on the Exchange, shares will be
purchased at the net asset value per share calculated at the close of trading on
the day of your call. QuickBuy requests received after the close of regular
trading on the Exchange will begin their processing and be purchased at the net
asset value calculated the following business day. If you purchase shares by
QuickBuy and redeem them within seven days of the purchase, the Portfolio may
hold the redemption proceeds for a period of up to seven business

<PAGE>

days. If you purchase shares and there are insufficient funds in your bank
account the purchase will be canceled and you will be subject to any losses or
fees incurred in the transaction. QuickBuy transactions are not available for
most retirement plan accounts. However, QuickBuy transactions are available for
Scudder IRA accounts.

In order to request purchases by QuickBuy, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish QuickBuy may so indicate on the application.
Existing shareholders who wish to add QuickBuy to their account may do so by
completing a QuickBuy Enrollment Form. After sending in an enrollment form
shareholders should allow 15 days for this service to be available.

The Portfolio employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine and to discourage fraud. To the extent
that the Portfolio does not follow such procedures, they may be liable for
losses due to unauthorized or fraudulent telephone instructions. The Portfolio
will not be liable for acting upon instructions communicated by telephone that
it reasonably believes to be genuine.

Investors interested in making subsequent investments in the AARP Class
of the Portfolio should call 1-800-253-2277 for further instruction.

The following information replaces the disclosure on page 21 of the SAI relating
to "Share Price," "Share Certificates" and "Other Information":

Share Price

Purchases will be filled without sales charge at the net asset value
per share next computed after receipt of the application in good order. Net
asset value normally will be computed for each class as of the close of regular
trading on each day during which the Exchange is open for trading. Orders
received after the close of regular trading on the Exchange will be executed at
the next business day's net asset value. If the order has been placed by a
member of the NASD, other than the Distributor, it is the responsibility of that
member broker, rather than the Portfolio, to forward the purchase order to
Scudder Service Corporation (the "Transfer Agent") in Boston by the close of
regular trading on the Exchange.

There is no sales charge in connection with the purchase of shares of
any class of the Portfolio.

Share Certificates

Due to the desire of the Portfolio's management to afford ease of
redemption, certificates will not be issued to indicate ownership in the
Portfolio. Share certificates now in a shareholder's possession may be sent to
the Portfolio's Transfer Agent for cancellation and credit to such shareholder's
account. Shareholders who prefer may hold the certificates in their possession
until they wish to exchange or redeem such shares.

All issued and outstanding shares of what were formerly AARP Funds that
were subsequently reorganized into existing Scudder Funds were simultaneously
cancelled on the books of the AARP Funds. Share certificates representing
interests in shares of the relevant AARP Fund will represent a number of shares
of the AARP Class of the relevant Scudder Fund into which the AARP Fund was
reorganized. The AARP Class of shares of each portfolio will not issue
certificates representing shares in connection with the reorganization.

<PAGE>

Other Information

The Portfolio has authorized certain members of the NASD other than the
Distributor to accept purchase and redemption orders for its shares. Those
brokers may also designate other parties to accept purchase and redemption
orders on the Portfolio's behalf. Orders for purchase or redemption will be
deemed to have been received by the Portfolio when such brokers or their
authorized designees accept the orders. Subject to the terms of the contract
between the Portfolio and the broker, ordinarily orders will be priced at a
class's net asset value next computed after acceptance by such brokers or their
authorized designees. Further, if purchases or redemptions of the Portfolio's
shares are arranged and settlement is made at an investor's election through any
other authorized NASD member, that member may, at its discretion, charge a fee
for that service. The Board of Trustees and the Distributor, each has the right
to limit the amount of purchases by, and to refuse to sell to, any person. The
Trustees and the Distributor may suspend or terminate the offering of shares of
the Portfolio at any time for any reason.

The Board of Trustees and the Distributor, each has the right to limit,
for any reason, the amount of purchases by and to refuse to sell to any person
and each may suspend or terminate the offering of shares of the Portfolio at any
time for any reason.

The "Tax Identification Number" section of the Application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information
(e.g., from exempt organizations a certification of exempt status), will be
returned to the investor. The Portfolio reserves the right, following 30 days'
notice, to redeem all shares in accounts without a correct certified Social
Security or tax identification number. A shareholder may avoid involuntary
redemption by providing the Portfolio with a tax identification number during
the 30-day notice period.

The Trust may issue shares at net asset value in connection with any
merger or consolidation with, or acquisition of the assets of, any investment
company or personal holding company, subject to the requirements of the 1940
Act.

The following disclosure replaces the disclosure regarding "Exchanges" on page
22:

Exchanges

Exchanges are comprised of a redemption from one Scudder Fund and a
purchase into another Scudder Fund. The purchase side of the exchange either may
be an additional investment into an existing account or may involve opening a
new account in the other Fund. When an exchange involves a new account, the new
account will be established with the same registration, tax identification
number, address, telephone redemption option, "Scudder Automated Information
Line" (SAIL) transaction authorization and dividend option as the existing
account. Other features will not carry over automatically to the new account.
Exchanges to a new Fund account must be for a minimum of $2,500 for S Class and
$1,000 for AARP Class. When an exchange represents an additional investment into
an existing account, the account receiving the exchange proceeds must have
identical registration, address, and account options/features as the account of
origin. Exchanges into an existing account must be for $100 or more. If the
account receiving the exchange proceeds is to be different in any respect, the
exchange request must be in writing and must contain an original signature
guarantee.

Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading on the Exchange will be executed on the following business day.

Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from one Scudder Fund to an
existing account in another Scudder Fund, at current net asset value, through
Scudder's Systematic Exchange Program. Exchanges must be for a minimum of

<PAGE>

$50. Shareholders may add this free feature over the telephone or in writing.
Automatic Exchanges will continue until the shareholder requests by telephone or
in writing to have the feature removed, or until the originating account is
depleted. The Trust and the Transfer Agent each reserves the right to suspend or
terminate the privilege of the Systematic Exchange Program at any time.

There is no charge to the shareholder for any exchange described above.
An exchange into another Scudder Fund is a redemption of shares and therefore
may result in tax consequences (gain or loss) to the shareholder, and the
proceeds of such an exchange may be subject to backup withholding. (See
"TAXES.")

Investors currently receive the exchange privilege, including exchange
by telephone, automatically without having to elect it. The Portfolio employs
procedures, including recording telephone calls, testing a caller's identity,
and sending written confirmation of telephone transactions, designed to give
reasonable assurance that instructions communicated by telephone are genuine,
and to discourage fraud. To the extent that the Portfolio does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Portfolio will not be liable for acting upon
instructions communicated by telephone that it reasonably believes to be
genuine. The Portfolio and the Transfer Agent each reserves the right to suspend
or terminate the privilege of exchanging by telephone or fax at any time.

The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from Scudder Investor Services, Inc. a prospectus of
the Scudder Fund into which the exchange is being contemplated. The exchange
privilege may not be available for certain Scudder Funds or classes of Scudder
Funds. For more information, please call 1-800-225-5163. Investors interested in
exchanging AARP Class shares of the Fund should call 1-800-253-2277 for more
information.

Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.

The following disclosure replaces the disclosure regarding "Redemptions" on page
22:

Redemption By Telephone

Shareholders currently receive the right automatically, without having
to elect it, to redeem by telephone up to $100,000 and have the proceeds mailed
to their address of record. Shareholders may also request by telephone to have
the proceeds mailed or wired to their predesignated bank account. In order to
request wire redemptions by telephone, shareholders must have completed and
returned to the Transfer Agent the application, including the designation of a
bank account to which the redemption proceeds are to be sent.

(a) NEW INVESTORS wishing to establish the telephone redemption
privilege must complete the appropriate section on the
application.

(b) EXISTING SHAREHOLDERS (except those who are Scudder IRA,
Scudder pension and profit-sharing, Scudder 401(k) and Scudder
403(b) Planholders) who wish to establish telephone redemption
to a predesignated bank account or who want to change the bank
account previously designated to receive redemption proceeds
should either return a Telephone Redemption Option Form
(available upon request), or send a letter identifying the
account and specifying the exact information to be changed.
The letter must be signed exactly as the shareholder's name(s)
appears on the account. An original signature and an original
signature guarantee are required for each person in whose name
the account is registered.

<PAGE>

If a request for a redemption to a shareholder's bank account is made
by telephone or fax, payment will be by Federal Reserve bank wire to the bank
account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5
charge for all wire redemptions.

Note: Investors designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a
participant in the Federal Reserve System, redemption proceeds must be
wired through a commercial bank which is a correspondent of the savings
bank. As this may delay receipt by the shareholder's account, it is
suggested that investors wishing to use a savings bank discuss wire
procedures with their bank and submit any special wire transfer
information with the telephone redemption authorization. If appropriate
wire information is not supplied, redemption proceeds will be mailed to
the designated bank.

The Portfolio employs procedure, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Portfolio does not follow such procedures, it may be liable for losses
due to unauthorized or fraudulent telephone instructions. The Portfolio will not
be liable for acting upon instructions communicated by telephone that it
reasonably believes to be genuine.

Redemption requests by telephone (technically a repurchase agreement
between the Portfolio and the shareholder) of shares purchased by check will not
be accepted until the purchase check has cleared which may take up to seven
business days.

Redemption by QuickSell

Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and have elected to participate in
the QuickSell program may sell shares of the Portfolio by telephone. Redemptions
must be for at least $250. Proceeds in the amount of your redemption will be
transferred to your bank checking account in two or three business days
following your call. For requests received by the close of regular trading on
the Exchange, normally 4 p.m. eastern time, Shares will be redeemed at the net
asset value per share calculated at the close of trading on the day of your
call. QuickSell requests received after the close of regular trading on the
Exchange will begin their processing the following business day. QuickSell
transactions are not available for IRA accounts and most other retirement plan
accounts.

In order to request redemptions by QuickSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account. New investors wishing to establish QuickSell may
so indicate on the application. Existing shareholders who wish to add QuickSell
to their account may do so by completing a QuickSell Enrollment Form. After
sending in an enrollment form, shareholders should allow for 15 days for this
service to be available.

The Portfolio employ procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Portfolio does not follow such procedures, it may be liable for losses
due to unauthorized or fraudulent telephone instructions. The Portfolio will not
be liable for acting upon instructions communicated by telephone that it
reasonably believes to be genuine.

<PAGE>

Redemption by Mail or Fax

Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with signature(s) guaranteed.

In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request additional documents such as, but not restricted to,
stock powers, trust instruments, certificates of death, appointments as
executor, certificates of corporate authority and waivers of tax (required in
some states when settling estates).

It is suggested that shareholders holding shares registered in other
than individual names contact the Transfer Agent prior to any redemptions to
ensure that all necessary documents accompany the request. When shares are held
in the name of a corporation, trust, fiduciary agent, attorney or partnership,
the Transfer Agent requires, in addition to the stock power, certified evidence
of authority to sign. These procedures are for the protection of shareholders
and should be followed to ensure prompt payment. Redemption requests must not be
conditional as to date or price of the redemption. Proceeds of a redemption will
be sent within seven (7) business days after receipt by the Transfer Agent of a
request for redemption that complies with the above requirements. Delays of more
than seven (7) days of payment for shares tendered for repurchase or redemption
may result, but only until the purchase check has cleared.

The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.

The following disclosure replaces the disclosure regarding "Internet access" on
page 25 and applies to each class of the Portfolio except as noted:

Internet access

World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The address for the AARP Class of shares is aarp.scudder.com. These sites offer
guidance on global investing and developing strategies to help meet financial
goals and provides access to the Scudder investor relations department via
e-mail. The sites also enable users to access or view Fund prospectuses and
profiles with links between summary information in Fund Summaries and details in
the Prospectus. Users can fill out new account forms on-line, order free
software, and request literature on Funds.

Account Access -- The Adviser is among the first mutual fund families to allow
shareholders to manage their fund accounts through the World Wide Web. Scudder
Fund shareholders can view a snapshot of current holdings, review account
activity and move assets between Scudder Fund accounts.

The Adviser's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web sites. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
users can change their current password or disable access to their portfolio
through the World Wide Web.

An Account Activity option reveals a financial history of transactions
for an account, with trade dates, type and amount of transaction, share price
and number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.

<PAGE>

The following information replaces the disclosure on page 26 regarding
"Dividends and Capital Gains Distribution Options":

Dividends and Capital Gains Distribution Options

Investors have freedom to choose whether to receive cash or to reinvest
any dividends from net investment income or distributions from realized capital
gains in additional shares of the Portfolio. A change of instructions for the
method of payment may be given to the Transfer Agent in writing at least five
days prior to a dividend record date. Shareholders may change their dividend
option by calling 1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class
or by sending written instructions to the Transfer Agent. Please include your
account number with your written request.

Reinvestment is usually made at the closing net asset value of the
class determined on the business day following the record date. Investors may
leave standing instructions with the Transfer Agent designating their option for
either reinvestment or cash distribution of any income dividends or capital
gains distributions. If no election is made, dividends and distributions will be
invested in additional class shares of the Portfolio.

Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's Direct
Distributions Program. Shareholders who elect to participate in the Direct
Distributions Program, and whose predesignated checking account of record is
with a member bank of Automated Clearing House Network (ACH) can have income and
capital gain distributions automatically deposited to their personal bank
account usually within three business days after the Portfolio pays its
distribution. A Direct Distributions request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class. Confirmation
Statements will be mailed to shareholders as notification that distributions
have been deposited.

Investors choosing to participate in Scudder's Automatic Withdrawal
Plan must reinvest any dividends or capital gains. For most retirement plan
accounts, the reinvestment of dividends and capital gains is also required.

The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 31:

Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or more. Shareholders may designate
which day they want the automatic withdrawal to be processed. The check amounts
may be based on the redemption of a fixed dollar amount, fixed share amount,
percent of account value or declining balance. The Plan provides for income
dividends and capital gains distributions, if any, to be reinvested in
additional Shares. Shares are then liquidated as necessary to provide for
withdrawal payments. Since the withdrawals are in amounts selected by the
investor and have no relationship to yield or income, payments received cannot
be considered as yield or income on the investment and the resulting
liquidations may deplete or possibly extinguish the initial investment and any
reinvested dividends and capital gains distributions. Requests for increases in
withdrawal amounts or to change the payee must be submitted in writing, signed
exactly as the account is registered, and contain signature guarantee(s). Any
such requests must be received by the Portfolio's transfer agent ten days prior
to the date of the first automatic withdrawal. An Automatic Withdrawal Plan may
be terminated at any time by the shareholder, the Trust or its agent on written
notice, and will be terminated when all Shares of the Portfolio under the Plan
have been liquidated or upon receipt by the Trust of notice of death of the
shareholder.

An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class.

<PAGE>

The following information replaces the information regarding "Automatic
Investment Plan" on page 31:

Shareholders may arrange to make periodic investments in S Class shares
through automatic deductions from checking accounts by completing the
appropriate form and providing the necessary documentation to establish this
service. The minimum investment is $50 for S Class shares.

Shareholders may arrange to make periodic investments in the AARP Class
of the Portfolio through automatic deductions from checking accounts. The
minimum pre-authorized investment amount is $500. New shareholders who open a
Gift to Minors Account pursuant to the Uniform Gift to Minors Act (UGMA) and the
Uniform Transfer to Minors Act (UTMA) and who sign up for the Automatic
Investment Plan will be able to open the Portfolio account for less than $500 if
they agree to increase their investment to $500 within a 10 month period.
Investors may also invest in any AARP Class for $500 if they establish a plan
with a minimum automatic investment of at least $100 per month. This feature is
only available to Gifts to Minors Account investors. The Automatic Investment
Plan may be discontinued at any time without prior notice to a shareholder if
any debit from their bank is not paid, or by written notice to the shareholder
at least thirty days prior to the next scheduled payment to the Automatic
Investment Plan.

The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular intervals. By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more shares than when the share price is higher. Over a period of time this
investment approach may allow the investor to reduce the average price of the
shares purchased. However, this investment approach does not assure a profit or
protect against loss. This type of regular investment program may be suitable
for various investment goals such as, but not limited to, college planning or
saving for a home.

The following information supplements the first paragraph of "Trust
Organization" on page 31:

Each Portfolio is further divided into two classes of shares, the AARP
Class and the S Class shares.

The following information replaces the information under "Performance
Information" on page 32:

[Performance to be updated]

The following information replaces the information regarding "Personal
Investments by Employees of the Adviser" on page 37:

Code of Ethics

The Portfolios, the Adviser and principal underwriter have each adopted codes of
ethics under rule 17j-1 of the Investment Company Act. Board members, officers
of the Portfolios and employees of the Adviser and principal underwriter are
permitted to make personal securities transactions, including transactions in
securities that may be purchased or held by the Portfolios, subject to
requirements and restrictions set forth in the applicable Code of Ethics. The
Adviser's Code of Ethics contains provisions and requirements designed to
identify and address certain conflicts of interest between personal investment
activities and the interests of the Portfolios. Among other things, the
Adviser's Code of Ethics prohibits certain types of transactions absent prior
approval, imposes time periods during which personal transactions may not be
made in certain securities, and requires the submission of duplicate broker
confirmations and quarterly reporting of securities transactions. Additional
restrictions apply to portfolio managers, traders, research analysts and others
involved in the investment advisory process. Exceptions to these and other
provisions of the Adviser's Code of Ethics may be granted in particular
circumstances after review by appropriate personnel.

<PAGE>

As of _____________, the following information replaces the information
regarding "Trustees and Officers" on page 40:

TRUSTEES AND OFFICERS OF INVESTMENT TRUST

<TABLE>
<CAPTION>
Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------
<S> <C> <C> <C>
Henry P. Becton, Jr. (56) Trustee President and General Manager, WGBH --
WGBH Educational Foundation
125 Western Avenue
Allston, MA 02134

Linda C. Coughlin (48)+* Trustee Managing Director of Scudder Kemper Senior Vice President
Investments, Inc.

Dawn-Marie Driscoll (53) Trustee Executive Fellow, Center for Business --
4909 SW 9th Place Ethics, Bentley College; President,
Cape Coral, FL 33914 Driscoll Associates

Edgar R. Fiedler (70) Trustee Senior Fellow and Economic --
50023 Brogden Counsellor, The Conference Board, Inc.
Chapel Hill, NC

Keith R. Fox (45) Trustee Private Equity Investor, President, --
10 East 53rd Street Exeter Capital Management Corporation
New York, NY 10022

Joan E. Spero (55) Trustee President, Doris Duke Charitable --
Doris Duke Charitable Foundation Foundation; Department of State -
650 Fifth Avenue Undersecretary of State for Economic,
New York, NY 10128 Business and Agricultural Affairs
(March 1993 to January 1997)

Jean Gleason Stromberg (56) Trustee Consultant; Director, Financial --
3816 Military Road, NW Institutions Issues, U.S. General
Washington, D.C. Accounting Office (1996-1997);
Partner, Fulbright & Jaworski Law
Firm (1978-1996)

Jean C. Tempel (56) Trustee Managing Partner, Technology Equity --
Ten Post Office Square Suite Partners
1325Boston, MA 02109

Steven Zaleznick (45)* Trustee President and CEO, AARP Services, Inc. --
(address)

<PAGE>

Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------

Ann M. McCreary (43) # Vice President Managing Director of Scudder Kemper --
Investments, Inc.

John R. Hebble (42)+ Treasurer Senior Vice President of Scudder Assistant Treasurer
Kemper Investments, Inc.

Caroline Pearson (38)+ Assistant Secretary Senior Vice President of Scudder Clerk
Kemper Investments, Inc.; Associate,
Dechert Price & Rhoads (law firm)
1989 - 1997

John Millette (37)+ Vice President and Vice President of Scudder Kemper --
Secretary Investments, Inc.
</TABLE>

* Ms. Couglin and Mr. Zaleznick are considered by the Fund and its
counsel to be "interested persons" of the Adviser or of the Trust as
defined in the 1940 Act.

** Unless otherwise stated, all officers and directors have been
associated with their respective companies for more than five years,
but not necessarily in the same capacity.

+ Address: Two International Place, Boston, Massachusetts 02110

# Address: 345 Park Avenue, New York, New York 10154

The Trustees and officers of the Trust also serve in similar capacities
with respect to other Scudder Funds.

[Shareholdings to be updated]

<PAGE>

Part A of this Post-Effective Amendment No. 8 to the Registration Statement is
incorporated by reference in its entirety to Scudder Pathway Series'
Post-Effective Amendment No. 7 on Form N-1A filed on December 23, 1999.

<PAGE>

Part B of this Post-Effective Amendment No. 8 to the Registration Statement is
incorporated by reference in its entirety to Scudder Pathway Series'
Post-Effective Amendment No. 7 on Form N-1A filed on December 23, 1999 and to
supplements to the Statement of Additional Information filed on January 10, 2000
and March 31, 2000.

<PAGE>

SCUDDER PATHWAY SERIES:
CONSERVATIVE PORTFOLIO
BALANCED PORTFOLIO
GROWTH PORTFOLIO

PART C. OTHER INFORMATION
<TABLE>
<CAPTION>

Item 23. Exhibits
- -------- --------
<S> <C>
(a)(1) Declaration of Trust dated July 1, 1994, is incorporated by
reference to the original Registration Statement.

(a)(2) Certificate of Amendment to Declaration of Trust dated January
10, 1995, is incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement.

(a)(3) Certificate of Amendment to Declaration of Trust dated
September 16, 1996, is incorporated by reference to
Pre-Effective Amendment No. 1 to Registration Statement.

(a)(4) Establishment and Designation of Shares of Beneficial Interest,
$0.01 par value, S Classes and AARP Classes with respect to
Balanced Portfolio, Conservative Portfolio and Growth Portfolio
is filed herein.

(b) By-Laws, dated July 1, 1994, is incorporated by reference to
the original Registration Statement.

(d) Investment Management Agreement between the Registrant and
Scudder Kemper Investments, Inc., dated September 7, 1998, is
incorporated by reference to Post-Effective Amendment No. 5 to
the Registration Statement.

(e) Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc., dated September 7, 1998, is
incorporated by reference to Post Effective Amendment No. 5 to
the Registration Statement.

(f) Inapplicable.

(g)(1) Custodian Contract between the Registrant and State Street Bank
and Trust Company, dated November 15, 1996, is incorporated by
reference to Post-Effective Amendment No. 3 to the Registration
Statement.

(g)(2) Amendment to Custodian Agreement between Registrant and State
Street Bank and Trust Company, is incorporated by reference to
Post-Effective Amendment No. 6 to the Registration Statement.

(h)(1)(a) Special Servicing Agreement between the Registrant, the
Underlying Scudder Funds, Scudder Service Corporation, Scudder
Fund Accounting Corporation, Scudder Trust Company and Scudder,
Stevens & Clark, Inc. dated November 15, 1996, is incorporated
by reference to Post-Effective Amendment No. 1 to the
Registration Statement.

<PAGE>

(h)(1)(b) Amendment to Special Servicing Agreement between Registrant and
the Underlying Scudder Funds, Scudder Servicing Corporation,
Scudder Fund Accounting Corporation, Scudder Trust Company and
Scudder Stevens & Clark dated May 15,1997, is incorporated by
reference to Post-Effective Amendment No. 4 to the Registration
Statement.

(h)(2) Transfer Agency and Service Agreement between the Registrant
and Scudder Service Corporation dated November 15, 1996, is
incorporated by reference to Post-Effective Amendment No. 1 to
the Registration Statement.

(h)(3) COMPASS Service Agreement between the Registrant and Scudder
Trust Company, dated November 15, 1996, is incorporated by
reference to Post-Effective Amendment No. 3 to the Registration
Statement.

(h)(4)(a) Fund Accounting Services Agreement between Scudder Pathway
Series: Conservative Portfolio and Scudder Fund Accounting
Corporation dated November 15, 1996, is incorporated by
reference to Post-Effective Amendment No. 1 to the Registration
Statement.

(h)(4)(b) Fund Accounting Services Agreement between Scudder Pathway
Series: Balanced Portfolio and Scudder Fund Accounting
Corporation dated November 14, 1996, is incorporated by
reference to Post-Effective Amendment No. 1 to the Registration
Statement.

(h)(4)(c) Fund Accounting Services Agreement between Scudder Pathway
Series: Growth Portfolio and Scudder Fund Accounting
Corporation dated November 14, 1996, is incorporated by
reference to Post-Effective Amendment No. 1 to the Registration
Statement.

(i) Inapplicable.

(j) Inapplicable.

(k) Inapplicable.

(l) Inapplicable.

(m) Inapplicable.

(n) (1) Plan with respect to Scudder Pathway Balanced Portfolio
pursuant to Rule 18f-3 to be filed by amendment.

(n) (2) Plan with respect to Scudder Pathway Conservative Portfolio
pursuant to Rule 18f-3 to be filed by amendment.

(n) (3) Plan with respect to Scudder Pathway Growth Portfolio pursuant
to Rule 18f-3 to be filed by amendment.

(o) Inapplicable.

Part C-Page 2
<PAGE>

(p) Scudder Kemper Investments, Inc. Code of Ethics is filed herein.
</TABLE>

Item 24. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------

All of the outstanding shares of the Registrant, representing
all of the interests in the Scudder Pathway Series, on the
date Registrant's Registration Statement becomes effective
will be owned by Scudder Investor Services, Inc. ("The
Distributor").

Item 25. Indemnification
- -------- ---------------

A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
trustees and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent
act, error or accidental omission in the scope of their
duties.

Article IV, Sections 4.1 - 4.3 of the Registrant's Declaration
of Trust provide as follows:

Section 4.1. No Personal Liability of Shareholders, Trustees,
Etc. No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Trust Property or
the acts, obligations or affairs of the Trust. No Trustee,
officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than to
the Trust or its Shareholders, in connection with Trust
Property or the affairs of the Trust, save only that arising
from bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties with respect to such Person;
and all such Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising in connection
with the affairs of the Trust. If any Shareholder, Trustee,
officer, employee, or agent, as such, of the Trust, is made a
party to any suit or proceeding to enforce any such liability
of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reason of his being or having been a Shareholder, and shall
reimburse such Shareholder for all legal and other expenses
reasonably incurred by him in connection with any such claim
or liability. The indemnification and reimbursement required
by the preceding sentence shall be made only out of the assets
of the one or more Series of which the Shareholder who is
entitled to indemnification or reimbursement was a Shareholder
at the time the act or event occurred which gave rise to the
claim against or liability of said Shareholder. The rights
accruing to a Shareholder under this Section 4.1 shall not
impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not
specifically provided herein.

Section 4.2. Non-Liability of Trustees, Etc. No Trustee,
officer, employee or agent of the Trust shall be liable to the
Trust, its Shareholders, or to any Shareholder, Trustee,
officer, employee, or agent thereof for any action or failure
to act (including without limitation the failure to compel in
any way any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful misfeasance,
gross negligence or reckless disregard of the duties involved
in the conduct of his office.

Section 4.3. Mandatory Indemnification. (a) Subject to the
exceptions and limitations contained in paragraph (b) below:

(i) every person who is, or has been, a Trustee or officer of
the Trust shall be indemnified by the Trust to the fullest
extent permitted by law against all liability and against
all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by
virtue of his being or having been a Trustee or officer
and against amounts paid or incurred by him in the
settlement thereof;

Part C-Page 3
<PAGE>

(ii) the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings
(civil, criminal, administrative or other, including
appeals), actual or threatened; and the words "liability"
and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a
Trustee or officer:

(i) against any liability to the Trust, a Series
thereof, or the Shareholders by reason of a final
adjudication by a court or other body before which
a proceeding was brought that he engaged in
willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in
the conduct of his office;

(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in
good faith in the reasonable belief that his
action was in the best interest of the Trust;

(iii) in the event of a settlement or other
disposition not involving a final adjudication as
provided in paragraph (b)(i) or (b)(ii) resulting
in a payment by a Trustee or officer, unless there
has been a determination that such Trustee or
officer did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office:

(A) by the court or other body approving the
settlement or other disposition; or

(B) based upon a review of readily available
facts (as opposed to a full trial-type
inquiry) by (x) vote of a majority of
the Disinterested Trustees acting on the
matter (provided that a majority of the
Disinterested Trustees then in office
act on the matter) or (y) written
opinion of independent legal counsel.

(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights
to which any Trustee or officer may now or hereafter
be entitled, shall continue as to a person who has
ceased to be such Trustee or officer and shall insure
to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing
contained herein shall affect any rights to
indemnification to which personnel of the Trust other
than Trustees and officers may be entitled by
contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense
to any claim, action, suit or proceeding of the
character described in paragraph (a) of this Section
4.3 may be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by
or on behalf of the recipient to repay such amount if
it is ultimately determined that he is not entitled
to indemnification under this Section 4.3, provided
that either:

(i) such undertaking is secured by a surety bond or
some other appropriate security provided by the
recipient, or the Trust shall be insured against
losses arising out of any such advances; or

(ii)a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the
Disinterested Trustees act on the matter) or an
independent legal counsel in a written opinion
shall determine, based upon a review of readily
available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to
indemnification.

As used in this Section 4.3, a "Disinterested
Trustee" is one who is not (i) an "Interested Person" of the
Trust (including anyone who has been exempted from being an
"Interested Person" by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or
proceeding.

Part C-Page 4
<PAGE>

Item 26. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------

<TABLE>
<CAPTION>
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.

Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------

<S> <C>
Stephen R. Beckwith Treasurer, Scudder Kemper Investments, Inc.**
Director, Kemper Service Company
Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director and Treasurer, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Director and Chairman, Scudder Threadneedle International Ltd.
Director, Scudder Kemper Holdings (UK) Ltd. oo
Director and President, Scudder Realty Holdings Corporation *
Director, Scudder, Stevens & Clark Overseas Corporation o
Director and Treasurer, Zurich Investment Management, Inc. xx
Director and Treasurer, Zurich Kemper Investments, Inc.
Director, Kemper Distributors, Inc.

Lynn S. Birdsong Director, Vice President and Chief Investment Officer, Scudder Kemper Investments,
Inc.**
Director and Chairman, Scudder Investments (Luxembourg) S.A.#
Director, Scudder Investments (U.K.) Ltd. oo
Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
Director and Chairman, Scudder Investments Japan, Inc. +++
Senior Vice President, Scudder Investor Services, Inc. Director and Chairman, Scudder
Trust (Cayman) Ltd. @
Director, Scudder, Stevens & Clark Australia x
Director and Vice President, Zurich Investment Management, Inc. xx
Director and President, Scudder, Stevens & Clark Corporation **
Director and President, Scudder , Stevens & Clark Overseas Corporation o
Director, Scudder Threadneedle International Ltd.
Director, Korea Bond Fund Management Co., Ltd. +

William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company xxx

Nicholas Bratt Director, Scudder Kemper Investments, Inc.**
Vice President, Scudder, Stevens & Clark Corporation **
Vice President, Scudder, Stevens & Clark Overseas Corporation o

Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation xx

Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
CEO/Branch Offices, Zurich Life Insurance Company ##

Part C-Page 5
<PAGE>

Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, Chairman of the Board, Zurich Holding Company of America xxx
Director, ZKI Holding Corporation xx

Harold D. Kahn Chief Financial Officer, Scudder Kemper Investments, Inc.**

Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Vice President, Chief Legal Officer and Secretary, Kemper Distributors, Inc.
Director and Secretary, Kemper Service Company
Director, Senior Vice President, Chief Legal Officer & Assistant Clerk, Scudder
Investor Services, Inc.
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director and Secretary, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc. ###
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. ++
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President, Chief Legal Officer and Secretary, Scudder Financial
Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd. +
Director, Scudder Threadneedle International Ltd.
Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
Director, Scudder Investments Japan, Inc. +++
Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
Director and Secretary, Zurich Investment Management, Inc. xx

Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc. ###
President and Director, Scudder, Stevens & Clark Overseas Corporation o
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc. ++
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
Director, Scudder Threadneedle International Ltd.
Director, Scudder Investments Japan, Inc. +++
Director, Scudder Kemper Holdings (UK) Ltd. oo
President and Director, Zurich Investment Management, Inc. xx
Director and Deputy Chairman, Scudder Investment Holdings Ltd.
</TABLE>

* Two International Place, Boston, MA
++ 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY

Part C-Page 6
<PAGE>

# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
Luxembourg B 34.564
*** Toronto, Ontario, Canada
@ Grand Cayman, Cayman Islands, British West Indies
---
o 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
xxx Zurich Towers, 1400 American Ln., Schaumburg, IL
+ P.O. Box 309, Upland House, S. Church St., Grand Cayman,
British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
oo One South Place, 5th Floor, London EC2M 2ZS England
ooo One Exchange Square, 29th Floor, Hong Kong
+++ Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon, Minato-ku,
Tokyo 105-0001
x Level 3, Five Blue Street, North Sydney, NSW 2060

Item 27. Principal Underwriters.
- -------- -----------------------

(a)

Scudder Investor Services, Inc. acts as principal underwriter of the
Registrant's shares and also acts as principal underwriter for other
funds managed by Scudder Kemper Investments, Inc.

(b)

The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 27.

<TABLE>
<CAPTION>
(1) (2) (3)
Scudder Investor Services, Inc. Position and Offices with Positions and
Name and Principal Scudder Investor Services, Inc. Offices with Registrant
Business Address ------------------------------- -----------------------
----------------
<S> <C> <C>
Lynn S. Birdsong Senior Vice President None
345 Park Avenue
New York, NY 10154

Mark S. Casady President and Assistant Treasurer None
Two International Place
Boston, MA 02110

Linda Coughlin Director and Senior Vice President None
Two International Place
Boston, MA 02110

Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154

Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154

Philip S. Fortuna Vice President None
101 California Street
San Francisco, CA 94111

Part C-Page 7
<PAGE>

Scudder Investor Services, Inc. Position and Offices with Positions and
Name and Principal Scudder Investor Services, Inc. Offices with Registrant
Business Address ------------------------------- -----------------------
----------------

William F. Glavin Vice President None
Two International Place
Boston, MA 02110

Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110

John R. Hebble Assistant Treasurer Treasurer
Two International Place
Boston, MA 02110

James J. McGovern Chief Financial Officer and Treasurer None
345 Park Avenue
New York, NY 10154

Lorie C. O'Malley Vice President None
Two International Place
Boston, MA 02110

Caroline Pearson Clerk Assistant Secretary
Two International Place
Boston, MA 02110

Kathryn L. Quirk Director, Senior Vice President, Chief Trustee, Vice President
345 Park Avenue Legal Officer and Assistant Clerk and Assistant Secretary
New York, NY 10154

Robert A. Rudell Director and Vice President None
Two International Place
Boston, MA 02110

William M. Thomas Vice President None
Two International Place
Boston, MA 02110

Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110

Linda J. Wondrack Vice President and Chief Compliance None
Two International Place Officer
Boston, MA 02110
</TABLE>

(c)
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Scudder Investor None None None None
Services, Inc.
</TABLE>

Part C-Page 8
<PAGE>

Item 28. Location of Accounts and Records.
- -------- ---------------------------------

Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder Kemper
Investments, Inc., Two International Place, Boston, MA
02110-4103. Records relating to the duties of the Registrant's
custodian are maintained by State Street Bank & Trust Company,
225 Franklin Street, Boston, Massachusetts 02110. Records
relating to the duties of the Registrant's transfer agent are
maintained by Scudder Service Corporation, Two International
Place, Boston, Massachusetts 02110-4103. Records relating to
the duties of the Registrant's pricing agent are maintained by
Scudder Fund Accounting Corporation, Two International Place,
Boston, Massachusetts 02110-4103. Records relating to the
duties of the Registrant's underwriter are maintained by
Scudder Investor Services, Inc., Two International Place,
Boston, Massachusetts 02110-4103.

Item 29. Management Services.
- -------- --------------------

Inapplicable.

Item 30. Undertakings
- -------- ------------

Inapplicable.

Part C-Page 9
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 8th day of May 2000.

SCUDDER PATHWAY SERIES

By: /s/ John Millette
----------------------------
John Millette
Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

<S> <C> <C>
/s/ Kathryn L. Quirk
- --------------------------------------
Kathryn L. Quirk President and Assistant Secretary May 8, 2000

/s/ Dr. Rosita P. Chang
- --------------------------------------
Dr. Rosita P. Chang* Trustee May 8, 2000

/s/ Edgar R. Fiedler
- --------------------------------------
Edgar R. Fiedler* Trustee May 8, 2000

/s/ Peter B. Freeman
- --------------------------------------
Peter B. Freeman* Trustee May 8, 2000

/s/ Dr. J. D. Hammond
- --------------------------------------
Dr. J. D. Hammond* Trustee May 8, 2000

/s/ Richard M. Hunt
- --------------------------------------
Richard M. Hunt* Trustee May 8, 2000

<PAGE>

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ John R. Hebble
- --------------------------------------
John R. Hebble Treasurer (Principal Financial Officer) May 8, 2000
</TABLE>

*By: /s/ Caroline Pearson
--------------------------------------
Caroline Pearson*
Attorney-in-fact pursuant to powers of
attorney contained in the signature page
of Post-Effective Amendment No. 1 to the
Registration Statement filed May 15,
1997, Post-Effective Amendment No. 2 to
the Registration Statement filed November
28, 1997 and Post-Effective No. 6 to the
Registration Statement filed October 19,
1999.

<PAGE>

File No. 33-86070
File No. 811-8606

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

FORM N-1A

POST-EFFECTIVE AMENDMENT NO. 8
TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 10
TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

SCUDDER PATHWAY SERIES

<PAGE>

SCUDDER PATHWAY SERIES

EXHIBIT INDEX

Exhibit (a)(4)

Exhibit (p)

Exhibit (a)(4)

SCUDDER PATHWAY SERIES

Establishment and Designation of
Classes of Shares of Beneficial Interest, With $0.01 Par Value
(The "Instrument")

The undersigned, being a majority of the duly elected and qualified
Trustees of Scudder Pathway Series, a Massachusetts business trust (the
"Trust"), acting pursuant to Section 5.13 of the Trust's Declaration of Trust
dated July 1, 1994 (the "Declaration of Trust"), hereby divides the authorized
and unissued shares of beneficial interest (the "Shares") of each series of the
Trust heretofore designated as Balanced Portfolio, Conservative Portfolio and
Growth portfolio (each a "Series" and collectively the "Series") into the two
classes designated below in paragraph 1 (each a "Class" and collectively the
"Classes"), each Class to have the special and relative rights specified in this
Instrument:

1. The Classes shall be designated as follows:

Pathway Balanced Portfolio - S Class
Pathway Balanced Portfolio - AARP Class
Pathway Conservative Portfolio - S Class
Pathway Conservative Portfolio - AARP Class
Pathway Growth Portfolio - S Class
Pathway Growth Portfolio - AARP Class

2. The Shares of the Series outstanding as of the close of business on
the date of the filing of this Instrument with the Secretary of The Commonwealth
of Massachusetts are hereby redesignated as Pathway Balanced Portfolio - S
Class, Pathway Conservative Portfolio - S Class and Pathway Growth Portfolio - S
Class, respectively.

3. Each Share shall be redeemable, and, except as provided below, shall
represent a pro rata beneficial interest in the assets attributable to such
Class of shares of the Series, and shall be entitled to receive its pro rata
share of net assets attributable to such Class of Shares of the Series upon
liquidation of the Series, all as provided in or not inconsistent with the
Declaration of Trust. Each Share shall have the voting, dividend, liquidation
and other rights, preferences, powers, restrictions, limitations,
qualifications, terms and conditions, as set forth in the Declaration of Trust.

4. Upon the effective date of this Instrument:

a. Each Share of each Class of the Series shall be entitled to
one vote (or fraction thereof in respect of a fractional share) on
matters which such Shares (or Class of Shares) shall be entitled to
vote. Shareholders of the Series shall vote together on any matter,
except to the extent otherwise required by the Investment Company Act
of 1940, as amended (the "1940 Act"), or when the Trustees have
determined that the matter affects only the interest of Shareholders of
one or more Classes, in which case only the Shareholders of such Class
or Classes shall be entitled to vote thereon. Any matter shall

<PAGE>

be deemed to have been effectively acted upon with respect to the
Series if acted upon as provided in Rule 18f-2 under the 1940 Act or
any successor rule and in the Declaration of Trust.

b. Liabilities, expenses, costs, charges or reserves that
should be properly allocated to the Shares of a particular Class of the
Series may, pursuant to a Plan adopted by the Trustees under Rule 18f-3
under the 1940 Act, or such similar rule under or provision or
interpretation of the 1940 Act, be charged to and borne solely by such
Class and the bearing of expenses solely by a Class of Shares may be
appropriately reflected and cause differences in net asset value
attributable to, and the dividend, redemption and liquidation rights
of, the Shares of different Classes.

5. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets, liabilities and expenses
or to change the designation of any Class now or hereafter created, or to
otherwise change the special and relative rights of any such Class, provided
that such change shall not adversely affect the rights of Shareholders of such
Class.

Except as otherwise provided in this Instrument, the foregoing shall be
effective upon the filing of this Instrument with the Secretary of The
Commonwealth of Massachusetts.

SCUDDER PATHWAY SERIES

/s/Rosita P. Chang
----------------------------
Rosita P. Chang, as Trustee

/s/Peter B. Freeman
----------------------------
Peter B. Freeman, as Trustee

/s/Edgar R. Fiedler
----------------------------
Edgar R. Fiedler, as Trustee

/s/J.D. Hammond
----------------------------
J.D. Hammond, as Trustee

/s/Richard M. Hunt
----------------------------
Richard M Hunt, as Trustee

Dated: March 27, 2000
--

Exhibit(p)

SCUDDER KEMPER INVESTMENTS, INC.

CODE OF ETHICS

- --------------------------------------------------------------------------------
Preamble

We will at all times conduct ourselves with integrity and distinction, putting
first the interests of our clients.

From the time of our Firm's inception, we have looked on our obligations to our
clients as fiduciary in nature. Our relationships were to be unencumbered in
fact or appearance by conflicts of interest, and the needs of our clients thus
represented a benchmark for assessing our own business decisions.

We believe and have always believed that our own long-term business interests
are best served by strict adherence to these principles. They are reflected in
the following internal policies and prescriptions and are implicit in the
judgment that our responsibilities exceed in scope and depth the literal
restrictions imposed by law on investor behavior (e.g., the prohibition on use
of inside information.).

The rules set forth in this Code have been adopted by Scudder Kemper
Investments, Inc. ("Scudder Kemper") and certain of its subsidiaries (the
"Covered Companies"), including Scudder Investor Services, Inc., Kemper
Distributors, Inc., Scudder Financial Services, Inc., Kemper Service
Corporation, Scudder Service Corporation, Scudder Trust Company, Scudder Fund
Accounting Corporation, and by Scudder Kemper-sponsored investment companies as
their codes of ethics applicable to Scudder Kemper-affiliated personnel.

Part 1: Conflicts of Interest

This Code does not attempt to spell out all possible cases of conflicts of
interest and we believe that members of the organization should be conscious
that areas other than personal investment transactions may involve conflicts of
interest. One such area would be accepting favors from brokers or other vendors
or service providers. We are a natural object of cultivation by firms wishing to
do business with us and it is possible that this consideration could impair our
objectivity.

A conflict of interest could also occur in securities which have a thin market
or are being purchased or sold in volume by any client or clients. Likewise, the
purchase of stocks or bonds in anticipation of (1) an upwards change to "Buy" in
the price rating, (2) their being added to the Investment Universe with a "Buy"
rating, or (3) their being purchased by a large account or group of accounts
would clearly be in conflict with our clients' interest.

Other examples of such conflicts would include the purchase or sale of a
security by a member of the organization prior to initiating a similar
recommendation to a client. Analysts occupy a particularly visible position. It
follows that analysts should be particularly careful to avoid the appearance of
"jumping the gun" before recommending a change in the rating on one of the
stocks for which he or she is responsible.

<PAGE>

Accordingly, all personnel are required to adhere to the following rules
governing their investment activities. These rules cannot cover all situations
which may involve a possible conflict of interest. If an employee becomes aware
of a personal interest that is, or might be, in conflict with the interest of a
client, that person should disclose the potential conflict to the Legal
Department for appropriate consideration, before any transaction is executed.

We are anxious to give every member of the Firm reasonable freedom with respect
to his/her own and family's investment activities. Furthermore, we believe that
we will be stronger and our product better if the members of the organization
have a personal interest in investing and the courage of their convictions with
respect to investment decisions. At the same time, in a profession such as ours,
it is possible to abuse the trust which has been placed in us and there could be
conflicts of interest between our clients and our personal investment
activities. In many cases such conflicts might be somewhat theoretical. On the
other hand, in a matter of this nature we must be almost as careful of
appearances as we are of the actual facts.

Our underlying philosophy has always been to avoid conflicts of interest
wherever possible and, where they unavoidably occur, to resolve them in favor of
the client. When a conflict does occur, an individual in an investment counsel
organization must recognize that the client's interests supercede the interests
of the Firm's employees and those of any members of the person's family whom he
or she may advise. This condition inevitably places some restriction on freedom
of investment for members of the organization and their families.

When any member of the organization thinks it possible that a personal
transaction can be misinterpreted as involving a conflict of interest, that
person is encouraged to write a short explanatory memorandum and attach it to
the confidential quarterly Personal Transaction Report (Form 1). Such a
memorandum should, of course, briefly document any discussion with and approval
by the Legal Department.

Personal Transaction Reports are reviewed by designees of the Ethics Committee,
who are responsible for determining whether violations have occurred, giving the
person involved an opportunity to supply additional information, and
recommending appropriate follow-up action including disciplinary measures for
late reports or other infractions.

Part 2: Personal Investments

Definitions

a. Access Person includes employees who have access to timely information
relating to investment management activities, research and/or client
portfolio holdings.

b. Affiliated person letter (407 letter) is a letter from the compliance
department on behalf of Scudder Kemper Investments, Inc. authorizing
an employee to open a brokerage account and providing for the
direction of duplicate trade confirmations and account statements to
the compliance department. All access persons must apply for an
affiliated person letter for each personal account prior to making any
personal trades for the account. Employees who

2
<PAGE>

are not deemed access persons will receive an affiliated person letter
on request, but such letter will NOT require the direction of
duplicate trade confirmations and account statements.

c. Beneficial Interest. You will be considered to have a Beneficial
Interest in any investment that is (whether directly or indirectly)
held by you, or by others for your benefit (such as custodians,
trustees, executors, etc.); held by you as a trustee for members of
your immediate family (spouse, children, stepchildren, grandchildren,
parents, stepparents, grandparents, siblings, parents-in-law,
children-in-law, siblings-in-law); and held in the name of your
spouse, or minor children (including custodians under the Uniform
Gifts to Minors Act) or any relative of yours or of your spouse
(including an adult child) who is sharing your home, whether or not
you supervise such investments. You will also be considered to have a
Beneficial Interest in any investment as to which you have a contract,
understanding, relationship, agreement or other arrangement that gives
you, or any person described above, a present or future benefit
substantially equivalent to an ownership interest in that investment.
For example, you would be considered to have a Beneficial Interest in
the following:

o an investment held by a trust of which you are the settlor, if
you have the power to revoke the trust without obtaining the
consent of all the beneficiaries;

o an investment held by any partnership in which you are a partner;

o an investment held by an investment club of which you are a
member;

o an investment held by a personal holding company controlled by
you alone or jointly with others.

If you have any question as to whether you have a Beneficial Interest in an
investment, you should review it with the Legal Department.

d. Covered Company is defined in the Preamble on page 1.

e. Derivative includes options, futures contracts, options on
futures contracts, swaps, caps and the like, where the underlying
instrument is a Security, a securities index, a financial
indicator, or a precious metal.

f. Employees includes all employees of each of the Covered Companies
who do not fall within the definition of Access Person,
Investment Personnel or Portfolio Manager.

g. Initial Public Offering shall include initial offerings in
equities.

h. Investment Personnel are traders, analysts, and other employees
who work directly with Portfolio Managers in an assistant
capacity, as well as those who in the course of their job
regularly receive access to client trading activity (this

3
<PAGE>

would generally include members of the Investment Operations and
Mutual Fund Accounting groups). As those responsible for
providing information or advice to Portfolio Managers or
otherwise helping to execute or implement the Portfolio Managers'
recommendations, Investment Personnel occupy a comparably
sensitive position, and thus additional rules outlined herein
apply to such individuals.

i. Personal Account means an account through which an employee of a
Covered Company has a Beneficial Interest in any Security or
Derivative.

j. Personal Transaction means an investment transaction in a
Security or Derivative in which an employee of a Covered Company
has a Beneficial Interest.

k. Portfolio Managers are those employees of a Covered Company
entrusted with the direct responsibility and authority to make
investment decisions affecting a client. PIC Consultants are
included in this definition. In their capacities as fiduciaries,
Portfolio Managers occupy a more sensitive position than many
members of the Scudder Kemper organization because they are
originating transactions for their clients.

l. Private Placement is defined as an offering of a security, which
is being acquired in connection with an offering not being made
to "the public" but to a limited number of investors and which
has been deemed not to require registration with the SEC.

m. Reportable Transaction includes any transaction in a Security or
Derivative; provided that Reportable Transaction does not include
any transaction in (i) direct obligations of the US Government,
or (ii) open-end investment companies for which none of the
Advisers serves as investment adviser.

n. Security includes without limitation stocks, bonds, debentures,
notes, bills and any interest commonly known as a security, and
all rights or contracts to purchase or sell a security.

o. Scudder Kemper Funds means each registered investment company to
which an Adviser renders advisory services, other than funds
sponsored by an organization unaffiliated with Scudder Kemper.

p. Waiver from preclearance exempts certain accounts from the
preclearance requirements. An access person may receive a
certificate of waiver from preclearance under the following
circumstances:

i. Account under the exclusive discretion of an access person's
spouse, where the spouse is employed by an investment firm
where the spouse is subject to comparable preclearance
requirements;

ii. The account is under the exclusive discretion of an outside
money manager; or

4
<PAGE>

iii. Any other situation where a waiver of preclearance is
appropriate.

A certificate of waiver from preclearance is available at the discretion of the
Ethics Committee. All accounts receiving a certificate of waiver from
preclearance must apply for a 407 letter. Transactions occurring in accounts
which have obtained a waiver from preclearance are not exempt from the quarterly
reporting requirement.

Specific Rules and Restrictions Applicable to all Employees

The following rules and restrictions are applicable to all Employees (including
Access Persons, Investment Personnel and Portfolio Managers):

a. Every Employee must file by the seventh day of the month following the
end of each quarter with the individual designated by the Ethics
Committee a confidential Personal Transaction Report for the
immediately preceding quarter (Form 1: Quarterly Personal Transaction
Report). Each report must set forth every Reportable Transaction for
any Personal Account in which the Employee has any Beneficial
Interest.

In filing the reports for accounts within these rules please note:

i. You must file a report every quarter whether or not there were
any Reportable Transactions. All Reportable Transactions should
be listed if possible on a single form. For every Security listed
on the report, the information called for in each column must be
completed by all reporting individuals.

ii. Reports must show sales, purchases, or other acquisitions, or
dispositions, including gifts, exercise of conversion rights and
the exercise or sale of subscription rights. Approved Personal
Transaction Preclearance Forms must be attached for all
applicable transactions. Reinvestment of dividends (but not
additional share purchases) through dividend reinvestment plans
of publicly held companies need be indicated only on the line
provided above PURCHASES on the reverse side of the report.

iii. Quarterly reports on family and other accounts that are
fee-paying firm clients need merely list the Scudder Kemper
account number under Item #1 on Page 1 of the report; these
securities transactions do not have to be itemized.

iv. Employees may not purchase securities issued as part of an
initial public offering until three business days after the
public offering date (i.e., the settlement date), and then only
at the prevailing market price. In addition, employees may not
participate in new issues of municipal bonds until a CUSIP number
has been identified.

5
<PAGE>

b. Employees are not permitted to serve on the boards of publicly traded
companies unless such service is approved in advance by the Ethics
Committee or its designee on the basis that it would be consistent
with the interests of the Firm. In the case of Investment Personnel
service on the board of a public company must be consistent with the
interests of the Fund with which the Investment Personnel is
associated as well as the shareholders of such Fund, and the
Investment Personnel must be isolated from participating in investment
decisions relating to that company. See Part 7: Fiduciary and
Corporate Activities for further detail on the approval process.

c. For purposes of this Code, a prohibition or requirement applicable to
any given person applies also to transactions in securities for any of
that person's Personal Accounts, including transactions executed by
that person's spouse or relatives living in that person's household,
unless such account is specifically exempted from such requirement by
the Ethics Committee or its designee.

d. Employees may not purchase or sell securities on the Restricted List
absent a special exception from the Legal Department. Employees may
not disclose the identities of issuers on the Restricted List to
others outside the firm. Please See Part 3: Insider Trading, which is
incorporated by reference.

Specific Rules and Restrictions Applicable to all Access Persons

a. Access Persons are subject to each of the foregoing rules and
restrictions applicable to Employees.

b. Access Persons may not purchase or sell a "private placement" security
without the prior written approval of the Ethics Committee or its
designee and, in the case of Portfolio Managers and research analysts,
the additional approval of their departmental reviewer (see Form 3:
Special Preclearance Form). Typically, a purchase of a private
placement will not be approved where any part of the offering is being
acquired by a client.

c. All Access Persons must disclose promptly to the Ethics Committee or
its designee the existence of any Personal Account and must direct
their brokers to supply duplicate confirmations of all Reportable
Transactions and copies of periodic statements for all such accounts
to an individual designated by the Ethics Committee. (Use Form 5:
Affiliated Persons Letter.) These confirmations will be used to check
for conflicts of interest by comparing the information on the
confirmations against the Firm's pre-clearance records (see
sub-section (f) below) and quarterly Personal Transaction Reports.

d. All Access Persons are required to "pre-clear" their personal
transactions with the Ethics Committee's designee. (Use Form 2:
Preclearance Form.) If circumstances are such that the Firm lacks the
ability to preclear a particular transaction, permission to execute
that transaction will not be granted. Submissions for request of trade
approval must be submitted no later than 3:30pm. If preclearance is
granted, the Access Person has until the end of the day preclearance
is granted to execute his or her trade. After such time the

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Access Person must obtain preclearance again. (Limit orders which have
been precleared and placed within this time limit need not be
precleared on subsequent days so long as the terms of the order are
not changed.) Prior approval is not required for the exercise of
rights, the rounding out of fractional shares and receipt of stock
dividends or stock splits. Similarly, prior approval is not required
for transactions in shares of registered open-end investment companies
(except in the case of a Portfolio Manager who wishes to purchase or
sell shares of his/her Fund when the Fund is other than a money market
fund) and U.S. Government securities transactions.

e. Access Persons may not purchase any Security where the investment
rating is upgraded to "Buy" (or any Security added to the Investment
Universe with a "Buy" rating until two weeks after the date of the
rating change or addition. (See SP&P #31-5 regarding Price Rating
System.)

f. Access Persons may not sell any Security where the investment rating
is downgraded to "Unattractive" until two weeks after the date of the
rating change.

g. Access Persons may not purchase securities that are added to the PIC
Universe until two weeks after the date of the addition.

h. In the event that an Access Person desires to trade less than $10,000
of a Security that has a market capitalization of at least $5 billion,
pre-clearance will be granted absent special circumstances. (However,
please note that even trades falling within this de minimus exception
must be pre-cleared with the Ethics Committee or its designee.)

i. No Access Person will receive approval to execute a securities
transaction when any client has a pending "buy" or "sell" order in
that same (or a related) Security until that order is executed or
withdrawn. Examples of related securities include options, warrants,
rights, convertible securities and American Depository Receipts, each
of which is considered "related" to the Security into which it can be
converted or exchanged.

j. Within 10 days of the commencement of employment (or within 10 days of
obtaining Access Person status) all Access Persons must disclose all
holdings of securities and/or derivatives in which they have a
Beneficial Interest (and indicate which of those holdings are private
placements). Access Persons must file an initial report even if they
have no holdings. Holdings in direct obligations of the U.S.
Government and mutual (i.e., open-end) funds other than Scudder Kemper
Funds need not be listed.

k. Access Persons shall submit an Annual Statement of Securities Holdings
as part of the annual ethics questionnaire. The Annual Statement of
Securities Holdings shall only include holdings that are not received
by the Legal Department in the form of duplicate statements.

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Specific Rules and Restrictions Applicable to Investment Personnel

a. Investment Personnel are subject to each of the foregoing rules and
restrictions applicable to Employees and Access Persons.

b. Investment Personnel are prohibited from profiting from the buying and
selling, or selling and buying, of the same (or related) securities
within a 60 calendar-day period.

c. Investment Personnel who hold a privately placed Security of an issuer
whose securities are being considered for purchase by a client must
disclose to their departmental reviewer that preexisting interest
where they are involved in the consideration of the investment by the
client (using Form 3: Special Transaction Preclearance Form). The
client's purchase of such securities must be approved by the relevant
departmental reviewer.

d. Research analysts are required to obtain special preclearance (using
Form 3: Special Transaction Preclearance Form) and approval from their
supervisor prior to purchasing or selling a Security in an industry or
country he or she follows.

Specific Rules and Restrictions Applicable to Portfolio Managers

a. Portfolio Managers are subject to each of the foregoing rules and
restrictions applicable to Employees, Access Persons and Investment
Personnel.

b. Portfolio Managers may not buy or sell a Security within seven
calendar days before and after a portfolio that he or she manages
trades in that Security.

c. When a Portfolio Manager wants to sell from his or her Personal
Account securities held by his or her clients, the Portfolio Manager
must receive prior written approval from the Ethics Committee or its
designee (Using Form 3) before acting for the Personal Account. The
Portfolio Manager must explain his or her reasons for selling the
securities.

d. When a Portfolio Manager wants to purchase for a Personal Account a
Security eligible for purchase by one of his or her clients, the
Portfolio Manager must receive prior written approval from the Ethics
Committee or its designee (Using Form 3) before acting for the
Personal Account. The Portfolio Manager must explain his or her
reasons for purchasing the securities.

e. A Portfolio Manager may not engage in short sales other than "short
sales against the box" for which both Regular and Special Preclearance
are required.

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General

a. Apart from these specific rules, purchases and sales should be
arranged in such a way as to avoid any conflict with clients in order
to implement the intent of this Code. Any attempt by an employee to do
indirectly what this Code is meant to prohibit will be deemed a direct
violation of the Code. If there is any doubt whether you may be in
conflict with clients, particularly with respect to securities with
thin markets, you should check before buying or selling with the
Ethics Committee or its designee.

b. Hardship exceptions may be granted, in the sole discretion of the
Ethics Committee or its designee, with respect to certain provisions
of this Code in rare instances where unique circumstances exist.

c. The Ethics Committee or its designee, on behalf of the Firm, will
report annually to each Scudder Kemper Fund's board of directors
concerning existing procedures and any material changes to those
procedures as well as any instances requiring significant remedial
action during the past year which relate to that Fund.

d. Access Persons are permitted to maintain Margin Accounts. Nonetheless,
sales by Access Persons pursuant to margin calls must be precleared in
accordance with standard preclearance procedures.

Excessive Trading

The firm believes that it is appropriate for its members to participate in the
public securities markets as part of their overall personal investment programs.
As in other areas, however, this should be done in a way that creates no
potential conflicts with the interests of our clients or our firm. Further, it
is important that members recognize that otherwise appropriate trading, if
excessive (measured in terms of frequency, complexity of trading programs or
numbers of trades), or if conducted during work-time or using firm resources,
can give rise to conflicts of a different category such as by distracting time,
focus, and energy from our efforts on behalf of our clients or by exceeding a
reasonable standard of firm accommodation of members' basic personal needs.
Accordingly, personal trading rising to such dimension as to create this
possibility is not consistent with the Code of Ethics, should be avoided, and
will not be approved. This provision is consistent with Group policies and by
Zurich Basics, which sets out the Group's core values and basic principles.

Disgorgement; Other Penalties

Any profits realized from a transaction that was not precleared or from a
transaction that otherwise violates a provision of this Code will be disgorged
to an appropriate charity. The Ethics Committee, in its discretion, may waive
disgorgement in exceptional circumstances. The Ethics Committee also reserves
the right to impose other penalties for violations of the Code, including
requiring reversal of a trade, fines, suspension of trading privileges and,
under the most serious of violations, termination of employment.

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Part 3: Insider Trading

I. Introduction

Employees may not transact in a security while in possession of material,
nonpublic information relating to the issuer of the security. This prohibition
applies to trading on behalf of client accounts and personal accounts. In
addition, employees may not convey material, nonpublic information about public
traded issuers to others outside the company.

SP&P 16 -11B sets forth the company policy on Insider Trading, and is
incorporated into the Code of Ethics by reference.

II. General guidelines

Employees may not transact in a security, on behalf of a client account or a
personal account, while in possession of material, nonpublic information
concerning the issuer of the security.

a. Employees who receive information which they believe may be material
and nonpublic are required to contact the Legal Department
immediately. In such circumstances, employees should not share the
information with other employees, including supervisors. Employees may
not share material, nonpublic information with others outside the
firm.

b. Employees may not purchase or sell securities on the Restricted List
absent a special exception from the Legal Department. Employees may
not disclose the identities of issuers on the Restricted List to
others outside the firm.

c. Employees may not solicit material, nonpublic information from
officers, directors or employees of public issuers.

d. Employees may not knowingly transact in securities prior to trades
made on behalf of clients, or prior to the publication of research
relating to the security.

e. Employees may not cause nonpublic information about a security to be
passed across a firewall.

III. Definitions

Material information is information that a reasonable investor would find
relevant to making an investment decision. Any information which if announced to
the public, would likely cause a change in the price of a security, is likely to
be material.

The following types of information are likely to be material: earnings, mergers
and acquisitions, dividends and special dividends, product developments,
licenses, changes in management, major litigation or regulatory action, and/or
actions by prominent investors.

Nonpublic information is information that has not been disclosed to the public.
Information available in newspapers, magazines, radio, television, and/or news
services is generally public information.

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Restricted List is a document disseminated by the Legal Department setting forth
securities which employees may not buy and/or sell for personal and client
accounts.

A firewall is a procedure designed to prevent the misuse of material, nonpublic
information received by the firm in the course of its business. Employees with
questions concerning firewall procedures and their applicability should contact
the Legal Department for further guidance. SP&P 16 -11C sets forth the company
policy on Firewall Procedures, and is incorporated into the Code of Ethics by
reference.

Part 4: Confidentiality

Our obligation as fiduciaries to act at all times in our clients' best interests
requires that we share information concerning our clients -- including
particularly information concerning their identities, holdings and account
transactions -- with those outside the Firm only on a "need to know" basis.
Accordingly, no member of the organization may discuss with, or otherwise inform
others of, the identity of any client, or any actual or contemplated transaction
for the account of a client, except in the performance of employment duties or
in an official capacity and then only for the benefit of the client, and in no
event for a direct or indirect personal benefit.

Part 5: Proprietary Rights of the Firm

When a member of the organization leaves the firm, for whatever reason, certain
business principles and procedures should be observed. Some are obvious and
inherent in the basic ethical relationship between any person and his or her
firm. In our case, there are many additional constraints as a result of our
being a confidential fiduciary in a field involving special ethical, regulatory
and professional considerations.

By way of background, the firm does not wish to deter any individuals from
furthering their careers, if they think their situation can be improved with
another firm. But if any member of the organization does move on to another
firm, he or she does so subject to those constraints.

The collective efforts of everyone at Scudder Kemper have contributed over a
period of years to what our firm is today. This includes our recognized
reputation as professional investors with a high sense of personal integrity and
ethics. Many persons have contributed to the investment product we offer and
have participated in the development of our roster of existing and prospective
clients. The central principle is that the client has retained the firm, not any
individual. Members of the firm should also understand that our clients and our
employees are central to the value of the firm. Accordingly, for at least six
quarters after the departure (unless a longer period has been agreed to),
departing members of the firm may not solicit clients to retain, or other firm
employees to join, another investment management firm.

Any member of the organization must recognize that these elements of our
business are the property of the firm and its clients. In addition, the firm has
certain obligations not to disclose the confidential and proprietary information
of third party suppliers. None of such materials

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or information may be removed from the firm or used in any way outside of
Scudder Kemper either during or after association with the firm.

In brief, the actions of anyone in the organization or of any departing member
of the organization are expected to be consistent with the spirit and intent of
this memorandum which reasserts the fact that no one of us can take away, use or
otherwise make available to a third party what belongs to the firm or its
supplier.

For example, the following items are representative of the property of the firm
or its suppliers and are not to be removed whether they are original documents,
copies, tapes or reproductions of any kind:

o Names, addresses, telephone numbers and other client contact and
correspondence procedures.

o Records and files of our clients' accounts including the computer
database.

o Account operational procedures and instructions.

o Asset listings for clients and prospects including cost prices, dates
of acquisition and the like.

o All firm research memoranda, procedures and files, including drafts
thereof, as well as procedures, notes or tapes of research interviews,
discussions, annual reports and company releases, brokers' reports,
outside consultants' reports and any other material pertaining to
investments.

o All operating memoranda such as Standard Policy and Procedures
memoranda, operations manuals, procedures and memoranda, and
compliance checklists, manuals, procedures and memoranda.

o All computer software programs, databases and related documentation
pertaining to account or research operations, procedures or controls
including access to and use of such programs.

o Presentation materials (including drafts, memoranda and other
materials related thereto) prepared for marketing purposes or client
meetings, including computer software programs and documentation of
third party suppliers.

o All information pertaining to investment counsel and fund prospects
including lists and contact logs.

o Account performance data for all accounts which have been or are under
the supervision of the firm.

o Internal analyses, management information reports and worksheets such
as marketing and business plans, profit margin studies, and
compensation reviews.

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These examples are only illustrative and not intended as all inclusive. In
addition, you are reminded of our long and strong tradition of confidentiality
with respect to client affairs and the confidential information of third party
suppliers and the representations we make to our clients and our suppliers in
this regard.

In order to maintain the professional nature of the firm, we have an obligation
to protect vigorously the rights of our clients and the firm. The firm may
enforce these rights pursuant to appropriate judicial proceedings.
Alternatively, the firm, in its discretion, may initiate proceedings before the
American Arbitration Association in order to resolve any controversy or claim it
may have arising out of or relating to this policy, or breach of it, and
judgment on an award rendered by the arbitrator may be entered in any court
having jurisdiction.

Part 6: Gifts and Entertainment

I. Overview

It is appropriate for employees to maintain friendly but professional
relationships with persons with whom Scudder Kemper conducts its business. These
business counterparts may include persons who are associated with Scudder
Kemper's vendors, contractors, providers of service, and members of the
investment community. It is appropriate for employees to give and/or receive
gifts, business meals and/or entertainment from such business counterparts,
provided that they are not excessive in value or frequency. The good judgment of
our employees and their supervisors is of paramount importance in ensuring
compliance with this provision.

SP&P 16-11A sets forth the company policy on Gifts and Entertainment, and is
incorporated into the Code of Ethics by reference.

II. General Guidelines

a. Employees may not accept gifts that are excessive in value or
frequency.

b. The following types of transactions should be approved by a supervisor
using Form 6 (The Scudder Kemper Gift Form; See Section III):

i. Gifts valued in excess of $100;
ii. Business meals valued in excess of $200; and
iii. Entertainment valued in excess of $300.

c. Invitations which involve the payment of substantial expenses
generally should be avoided (See SP&P 16-2A). Under most circumstances
lodging and transportation charges should be considered the obligation
of Scudder Kemper.

d. The frequency of invitations should also be taken into account,
especially entertainment. Employees generally should not accept more
than three invitations a year from any single individual, group or
organization, subject to approval from a supervisor.

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e. When analysts and product leaders accept broker invitations to
research and investment meetings, an effort should be made to use
firms on our "Approved List" or those which are bona fide candidates
for the list. It is not good business practice to accept assistance
and invitations from firms with which we are not likely to do
business.

f. Employees may not accept gifts of cash. Employees may not accept gifts
of favorable rates on financial transactions such as loans or
brokerage commissions.

III. Reporting and Supervision

As described above, gifts valued at over $100 and the other items outlined in
II(b) hereof, must be approved by a supervisor. The supervisor must have a
corporate title of Managing Director or Senior Vice President, and must be in
the same department as the employee receiving the gift. The Scudder Kemper Gift
Form (Form 6) must be completed within ten days of receipt of the gift.
Completed gift forms are sent to Carol Beckett, at 345 Park Avenue, NY, NY
10154. In addition, gifts subject to Form 6 must be reported on the Quarterly
Personal Transaction Report.

Part 7: Fiduciary and Corporate Activities

In many fiduciary and corporate activities, members of the organization are, or
will become, engaged in responsible duties involving the expenditure of time and
the application of information and experience which properly belong to the firm
or are derived from the Scudder Kemper relationship. With certain exceptions
referred to below, any compensation or profits from these activities are,
accordingly, considered to be Scudder Kemper's income.

The Ethics Committee must give written approval to all existing or prospective
relationships and activities as described below, and no new relationship should
be initiated without written authorization on Form 7: Request For Approval of
Fiduciary, Corporate or Other Outside Activity. In those instances when approval
of a prospective fiduciary relationship, e.g., executor or trustee, has been
given and the individual subsequently is in a position to qualify and act in the
fiduciary capacity, that person is required to reapply for approval if the
character of the activity changes. The same procedures should be followed as
those for the approval of any fiduciary activity except that reference should be
made to the earlier obtained approval under "Salient Facts" on the approval
form.

Executorships

The duties of an executor are often arduous, time consuming and, to a
considerable extent, foreign to our business. As a general rule, Scudder Kemper
wishes to discourage acceptance of executorships by members of the organization.
However, business considerations or family relationships may make it desirable
to accept executorships under certain wills. In these instances follow the
procedures set forth in SP&P #16-15, Acting As Executor Under A Client's Will.
In all cases, it is necessary for the individual to have the written
authorization of the firm to act as an executor.

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When members of the organization accept executorships under clients' wills, the
organization has consistently held to the belief that these individuals are
acting for Scudder Kemper and that fees received for executors' services
rendered while associated with the firm are exclusively Scudder Kemper income.
In such instances, the firm will indemnify the individual, and the individual
will be required at the time of qualifying as executor to make a written
assignment to the firm of any executor's fees due under such executorship.
Copies of this assignment and Scudder Kemper's authorization to act as executor
are to be filed in the client's file.

Generally speaking, it is not desirable for members of the organization to
accept executorships under the wills of non-clients. Normally, however,
authorization will be given in the case of executorships for members of an
individual's immediate family assuming that arrangements for the anticipated
work load can be made without undue interference with the individual's
responsibilities to Scudder Kemper. (For example, this may require the
employment of an agent to handle the large amount of detail which is usually
involved.) In such a case, the firm would expect the individual to retain the
commission. There may be other exceptions which will be determined by the facts
of each case. All such existing or prospective relationships should be reported
in writing.

Trusteeships

It is often desirable for members of the organization to act individually as
trustees for clients' trusts. Such relationships are not inconsistent with the
nature of our business. As a general rule, Scudder Kemper does not accept
trustee's commissions where it acts as investment counsel. As in the case of
executorships, all trusteeships must have the written approval of the firm.

It is our standard practice to indemnify those individuals who act as trustees
for clients' trusts at the request of the firm. In this connection, the
individual member of the organization acting as a trustee will be asked to agree
not to claim or accept trustee's commissions for acting. This applies to trusts
which employ Scudder Kemper as investment counsel or those which are invested in
one or more of the Funds administered by Scudder Kemper.

It is recognized that individuals may be asked to serve as trustees of trusts
which do not employ Scudder Kemper. As in the case of executorships, the firm
will normally authorize individuals to act as trustees for trusts of their
immediate family. Other non-client trusteeships can conflict with our clients'
interests so that acceptance of such trusteeships will be authorized only in
unusual circumstances.

Custodianships for Minors

It is expected that most custodianships will be for minors of an individual's
immediate family. These will be considered as automatically authorized and do
not require written approval of the firm. However, the written approval of
Scudder Kemper is required for all other custodianships for minors.

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Directorships and Consultant Positions in Business Corporations

Occasionally, members of the organization are asked to serve as directors or
consultants in business organizations. As a general policy, Scudder Kemper
considers it inadvisable for such individuals to serve in these capacities. No
such position may be accepted without the written authorization of the Ethics
Committee or its designee. In the exceptional instances where such authorization
is granted, the fees or other income resulting from such a relationship are to
be turned over to Scudder Kemper (unless the firm decides otherwise) to
compensate it for the resources made available. Scudder Kemper reserves the
right to require that any member of the organization relinquish any outside
business connection when it believes that such connection is unduly time
consuming or conflicts with the interests of the firm or its clients.

Public and Charitable Positions

Scudder Kemper has consistently encouraged members of the organization to take
part in community activities and to take an active role in public and charitable
organizations. The firm expects that when accepting such duties, members of the
organization will consider possible conflicts of interest with our business as
well as the demands that such positions make upon their time. Several examples
of possible conflicts might be helpful.

When agreeing to serve in a public or charitable position, a member of the
organization should clarify in advance in writing that he or she will not
provide free continuous investment advice and management. This should be made
particularly clear where Investment Committee responsibilities are considered.
Serving without compensation on the Investment Committee of a charity which
might appropriately employ Scudder Kemper would ordinarily not be in our best
interest and prior written approval is required.

Another example of a possible conflict which should be avoided arises when a
charity is involved in fund raising. Our work gives us access to detailed
knowledge of each client's capacity to contribute and is compounded by the close
relationship which should exist between consultant and client. For any member of
the organization in the course of a charitable solicitation to take advantage of
this confidential relationship -- or even to seem to do so -- would be
unprofessional. Even under the best circumstances, the solicitation of a client
by a member of the organization is awkward and discouraged.

Members of the organization should also make it clear in writing to the public
or charitable organization that they will not participate in any search or
selection process for a future investment adviser. It is expected that the
participation of a member of the Scudder Kemper organization in a charitable
organization will not preclude the firm from being a candidate for employment as
investment counsel to that organization.

Outside Activities

The foregoing does not cover all situations in which a member of the
organization may be in a position to realize financial gain which should be
treated as belonging to Scudder Kemper. It is expected that opportunities for
substantial compensation or profit from sources outside of the firm may, for
example, be offered to a member of the organization by reason of his association
with the firm or because of his investment and financial skill or experience.

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Scudder Kemper reserves the right to decide if such compensation or profit
should be accepted and, if accepted, whether or not it should be turned over to
Scudder Kemper. All such cases must be reported promptly in writing for Ethics
Committee review and before they are operative.

New Employees

It is desirable that any fiduciary or corporate activities of a prospective
employee be reviewed by Scudder Kemper prior to the conclusion of arrangements
for employment. However, if such activities have not been reported prior to
employment, they should be reported in writing as promptly as possible
thereafter. It is recognized that there may be justification for treating such
activities which ante-date the individual's association with the firm on a
different basis than might otherwise apply. However, Scudder Kemper reserves the
right to make what it considers an appropriate determination in each case. It
also reserves the right to require that any employee give up any fiduciary or
corporate activity which it finds in conflict with the best interests of the
firm or any of its clients.

Written Approval

Where written approval is required, Form 7 should be filed with the Ethics
Committee. A separate form should be filed for each trust, executorship and the
like. Note that once an activity has been approved, no additional requests for
approval need be filed unless the character of the activity changes, e.g., if a
member of the organization has obtained approval to be named as a prospective
executor or trustee, that individual should submit a new request to qualify and
serve in this capacity by resubmitting a new Form 7 for review.

Part 8: External Communications

In our sales, marketing, client reporting and corporate communications
activities, the Firm's products, services, capabilities, and past and potential
accomplishments must be presented fairly, accurately and clearly. All marketing
materials must be reviewed by the Global Compliance Group in accordance with
SP&P #12-7. All press interviews must be cleared in advance by Public Relations.
Reports to clients, including client account valuation and performance data,
must be fair.

Part 9: Reporting Apparent Violations

Scudder Kemper believes that maintaining a strong compliance culture is in the
best interest of the firm and its clients, in that it helps both to maintain
client and employee confidence, and to avoid the costs (both reputational and
monetary) associated with compliance violations. While reducing compliance
violations to a minimum is our goal, realistically speaking, violations may
occur from time to time in an organization as large as ours. When violations
occur, it is important that they be dealt with immediately by the appropriate
members of the organization. We encourage all Scudder Kemper employees to report
apparent compliance violations to the Legal Department. Violations that go
unreported have the potential to cause far more damage than violations that are
taken care of immediately upon discovery.

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It is extremely important that apparent compliance violations be reported
through the appropriate channels. The Legal Department should be contacted in
all cases except cases involving potential violations of Human Resources
policies, which should be reported directly to Human Resources. While resolving
apparent compliance violations should virtually always involve the management of
the business unit involved, it is not necessarily appropriate (nor is it
required) that an employee report apparent violations to his or her manager, as
well as to the Legal Department.

Reports of apparent compliance violations will be treated confidentially to the
fullest extent possible. In no event will the firm tolerate retaliation against
persons who report apparent compliance violations. We realize that employees may
lack the training to distinguish actual from apparent compliance violations, and
accordingly, the fact that a reported incident proves, after investigation, not
to have involved a compliance violation will not result in any sanction against
the reporter, provided that the report was made in good faith.

Part 10: Condition of Employment or Service

Compliance with the Code of Ethics is a condition of employment or continued
affiliation with Scudder Kemper and the Scudder Kemper Funds, and conduct not in
accordance shall constitute grounds for actions including termination of
employment or removal from office.

Employees must certify annually that they have read and agree to comply in all
respects with this Code of Ethics and that they have disclosed or reported all
personal transactions it requires to be disclosed or reported. (See Form 4:
Annual Acknowledgement of Obligations Under Code of Ethics). In addition, each
year every member of the organization is required to file with the Legal
Department a complete list of all fiduciary, corporate, and other relationships
of the nature described in Part 7 above. The report is titled Form 8: Annual
Review of Personal Activities and is attached to this memorandum.