Exhibit (a)(5)
SCUDDER PATHWAY SERIES
Amended and Restated
Establishment and Designation of Classes
of Shares of Beneficial Interest, $.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 "Fund"),
take this action pursuant to Section 5.11 of the Amended and Restated
Declaration of Trust dated July 1, 1994 (the "Declaration of Trust"). The
Trustees have previously designated the shares of beneficial interest (the
"Shares") of the series of the Fund heretofore designated as Pathway
Conservative Portfolio (the "Series") as Pathway Conservative Portfolio - Class
S Shares and Pathway Conservative Portfolio - Class AARP Shares. The Trustees
hereby further divide the authorized and unissued shares of the Series into the
three 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 Conservative Portfolio - Class A Shares
Pathway Conservative Portfolio - Class B Shares
Pathway Conservative Portfolio - Class C Shares
2. 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.
3. 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 be deemed
to have been effectively acted upon with respect to the Fund 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
<PAGE>
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.
4. 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.
/s/Henry P. Becton, Jr. /s/Joan E. Spero
-------------------------------- ----------------------------------
Henry P. Becton, Jr., as Trustee Joan E. Spero, as Trustee
/s/Linda C. Coughlin /s/Jean Gleason Stromberg
-------------------------------- ----------------------------------
Linda C. Coughlin, as Trustee Jean Gleason Stromberg, as Trustee
/s/Dawn-Marie Driscoll /s/Jean C. Tempel
-------------------------------- ----------------------------------
Dawn-Marie Driscoll, as Trustee Jean C. Tempel, as Trustee
/s/Edgar R. Fiedler /s/Steven Zaleznick
-------------------------------- ----------------------------------
Edgar R. Fiedler, as Trustee Steven Zaleznick, as Trustee
/s/Keith Fox
--------------------------------
Keith Fox, as Trustee
Dated: Nov. 13, 2000
