As filed with the Securities and Exchange Commission
on March 29, 2000.
Securities Act File No. 333-31800
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / 1 / Post-Effective Amendment No. /____/
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)
John Millette
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110-4103
(Name and Address of Agent for Service)
(617) 295-1000
(Registrant's Area Code and Telephone Number)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square - South
Boston, MA 02110-4103 Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared.
Title of Securities Being Registered:
Shares of Beneficial Interest ($.01 par value)
of Scudder Pathway Series: Conservative Portfolio, a series of the Registrant
<PAGE>
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus is incorporated
by reference to Part A of the Registrant's Registration Statement on Form N-14
filed with the Commission on March 6, 2000.
Part B: Statement of Additional Information is incorporated by reference to Part
B of the Registrant's Registration Statement on Form N-14 filed with the
Commission on March 6, 2000.
<PAGE>
PART C. OTHER INFORMATION
ITEM 15. 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;
(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.
ITEM 16. EXHIBITS
(1)(a)(1) Declaration of Trust dated July 1, 1994, is
incorporated by reference to the original Registrant's
Registration Statement on Form N-1A, as amended (the
"Registration Statement").
(1)(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.
(1)(a)(3) Certificate of Amendment to Declaration of Trust dated
September 16, 1996, is incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement.
(2) By-Laws, dated July 1, 1994, is incorporated by reference to
the original Registration Statement.
(3) Inapplicable.
(4) Agreement and Plan of Reorganization is incorporated by
reference to Exhibit A to Part A of the Registrant's Registration
Statement on Form N-14 filed with the Securities and Exchange
Commission on March 6, 2000.
(5) Inapplicable.
(6) 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.
(7) 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.
(8) Inapplicable.
(9)(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.
(9)(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.
(10) Scudder Pathway Series Plan with respect to Pathway
Conservative Portfolio pursuant to Rule 18f-3 under the
Investment Company Act dated March 17, 2000, filed herewith.
(11) Opinion and Consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the Registrant's
Registration Statement on Form N-14 filed with the Securities and
Exchange Commission on March 6, 2000.
(12) Opinion and Consent of Willkie Farr & Gallagher to be filed
by post-effective amendment.
<PAGE>
(13)(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.
(13)(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.
(13)(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.
(13)(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.
(13)(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.
(13)(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.
(13)(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.
(14) Consents of PricewaterhouseCoopers LLP are incorporated by
reference to Exhibit 14 to the Registrant's Registration
Statement on Form N-14 filed with the Securities and Exchange
Commission on March 6, 2000.
(15) Inapplicable.
(16) Powers of Attorney are incorporated by reference to Exhibit
16 to the Registrant's Registration Statement on Form N-14 filed
with the Securities and Exchange Commission on March 6, 2000.
(17) Revised Form of Proxy filed herein.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this registration statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c],
the reoffering prospectus will contain the information called for
by the applicable registration form for C-8 350 reofferings by
persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as a part of an
amendment to the registration statement and will not be used
until the amendment is effective, and that, in determining any
liability under the 1933 Act, each post-effective amendment shall
be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
(3) The undersigned registrant undertakes to file, by
post-effective amendment, an opinion of counsel supporting the
tax consequences of the proposed reorganization within a
reasonable time after receipt of such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Scudder Pathway Series has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
SCUDDER PATHWAY SERIES
By: /s/Kathryn L. Quirk
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ KATHRYN L. QUIRK President March 29, 2000
- --------------------
Kathryn L. Quirk
/S/ DR. ROSITA CHANG* Trustee March 29, 2000
- ---------------------
Dr. Rosita Chang
/S/ EDGAR R. FIEDLER* Trustee March 29, 2000
- ---------------------
Edgar R. Fiedler
/S/ PETER B. FREEMAN* Trustee March 29, 2000
- ---------------------
Peter B. Freeman
/S/ J.D. HAMMOND* Trustee March 29, 2000
- -----------------
J.D. Hammond
/S/ RICHARD M. HUNT* Trustee March 29, 2000
- --------------------
Richard M. Hunt
/S/ JOHN R. HEBBLE Treasurer (Principal Financial and March 29, 2000
- ------------------ Accounting Officer)
John R. Hebble
*BY: /s/ Sheldon A. Jones March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.
EXHIBIT 10
SCUDDER PATHWAY SERIES
(the "Fund")
PLAN WITH RESPECT TO
PATHWAY CONSERVATIVE PORTFOLIO
PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940
The Plan
I. Introduction
As required by Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act"), this Plan describes the multi-class system for the Fund
that will apply to shares of beneficial interest, $0.01 par value PER SHARE (THE
"SHARES"), OF PATHWAY CONSERVATIVE PORTFOLIO (the "Series"), including the
separate class arrangements for shareholder and administrative services and the
distribution of shares, the method for allocating expenses, income, gain and
loss of the Fund among classes and any related exchange privileges and
conversion features applicable to the classes.
Upon the effective date of this Plan, the Fund elects to offer multiple
classes of shares of the Series, as described herein, pursuant to Rule 18f-3 and
this Plan.
II. The Multi-Class System
The Series may offer two classes of shares, S Class and AARP Class.
Shares of each class of the Series shall represent an equal pro rata interest in
the Series and, generally, shall have identical voting, dividend, liquidation,
and other rights, preferences, powers, restrictions, limitations, qualifications
and terms and conditions, except that: (a) each class shall have a different
designation; (b) each class of shares shall bear any Class Expenses, as defined
by Section A.2, below; (c) each class shall have exclusive voting rights on any
matter submitted to shareholders that relates solely to its shareholder
services, administrative services or distribution arrangements; (d) each class
shall have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other class;
(e) each class may have separate exchange privileges; (f) each class of shares
may have separate account size requirements; and (g) each class may have
different conversion features. In addition, the following provisions shall apply
to the classes authorized hereby.
A. Allocation of Income and Expenses
1. General
The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the Series
shall be allocated to each share of the Series, on the basis of its net asset
value relative to the net asset value of the Series. Expenses to be so allocated
include a portion of the expenses of the Fund that are not attributable to the
Series, any class of the Series or any other series of the Fund ("Fund
Expenses"), and expenses of the Series not attributable to a particular class of
the Series ("Series Expenses"). Fund Expenses include, but are not limited to,
Trustees' fees, certain insurance costs and certain legal fees. Series Expenses
include, but are not limited to, certain filing fees (i.e. state filing fees
imposed on a Fund-wide basis and Securities and Exchange Commission registration
fees), custodial fees, advisory fees and other expenses relating to the
management of the Series' assets.
2. Class Expenses
Expenses attributable to one or more particular classes, which
are allocated on the basis of the amount incurred on behalf of each class
("Class Expenses") may include: (a) transfer agent fees attributable to a
specific class, (b) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current Fund shareholders; (c) registration fees (other than those
set forth in subsection A.l above); (d) the expense of administrative personnel
and services as required to support the shareholders of a specific class; (e)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (f) Trustees' fees incurred as a result of issues
relating to a specific class; and (g) shareholder or Trustees' meeting costs
that relate to a specific class. All expenses described in this paragraph may be
allocated as Class Expenses, but only if the Fund's President and Treasurer have
determined, subject to the Board of Trustees' approval or ratification, which of
such categories of expenses will be treated as Class Expenses, consistent with
applicable legal principles under the 1940 Act and the Internal Revenue Code of
1986, as amended ("Code").
IN THE EVENT THAT A PARTICULAR EXPENSE IS no longer reasonably
allocable by class or to a particular class, it shall be treated as a Fund
Expense or Series Expense, and in the event a Fund Expense or Series Expense
becomes allocable at a different level, including as a Class Expense, it shall
be so allocated, subject to compliance with Rule 18f-3 and to approval or
ratification by the Board of Trustees.
The initial determination of expenses that will be allocated
as Class Expenses and any subsequent changes thereto shall be reviewed by the
Board of Trustees and approved by such Board and by a majority of the Trustees
who are not "interested persons" of the Fund or Series, as defined in the 1940
Act (the "Independent Trustees"). Such expense allocation shall be set forth in
a schedule, as amended from time to time, by the Board of Trustees, including a
majority of the Independent Trustees, and shall form a part of this plan.
3. Waivers or Reimbursements of Expenses
Expenses may be waived or reimbursed by the Fund's investment
adviser, its principal underwriter, or any other provider of services to the
Series or the Fund without the prior approval of the Board OF TRUSTEES to the
extent such waiver or reimbursement does not jeopardize the Fund's status as a
"regulated investment company" under the Code.
B. Exchange Privileges
Shareholders of the Series may exchange shares of their class for
shares of a similar class of another fund in the Scudder family, at the relative
net asset values of the respective shares to be exchanged and with no sales
charge, subject to applicable law, and to the applicable requirements, if any,
as to minimum amount.
C. Conversion Privileges
Upon the direction of a holder of S Class or AARP Class of the Series,
such shares will be converted to AARP Class or S Class of the Series,
respectively, at the relative net asset values of the two classes. Any
conversion of shares of one Class to shares of another Class is subject to the
continuing availability of a ruling of the Internal Revenue Service or an
opinion of counsel to the effect that the conversion of shares should not
constitute a taxable event under federal income tax law. Any such conversion may
be suspended if such a ruling or opinion is no longer available.
D. Board Review
1. Initial Approval
The Board of Trustees, including a majority of the Independent
Trustees, at a meeting held March 17, 2000, approved the Plan based on a
determination that the Plan, including the expense allocation, is in the best
interests of each class individually and of the Series and the Fund. Their
determination was based on their review of information furnished to them which
they deemed reasonably necessary and sufficient to evaluate the Plan.
2. Approval of Amendments
The Plan may not be amended materially unless the Board of
Trustees, including a majority of THE INDEPENDENT TRUSTEES, has found that the
proposed amendment, including any proposed related expense allocation, is in the
best interests of each class individually and of the Series and the Fund. Such
finding shall be based on information requested by, and furnished to, the Board
that the Board deems reasonably necessary to evaluate the proposed amendment.
3. Periodic Review
The Board shall review reports of expense allocations and such
other information as they request at such times, or pursuant to such schedule,
as they may determine is consistent with applicable legal requirements.
E. Contracts
Any Agreement related to the multi-class system shall require the
parties thereto to furnish to the BOARD OF TRUSTEES, UPON THEIR REQUEST, SUCH
INFORMATION AS IS REASONABLY NECESSARY TO PERMIT THE TRUSTEES to evaluate the
plan or any proposed amendment.
F. Effective Date
THE PLAN, HAVING BEEN REVIEWED AND APPROVED BY THE BOARD OF TRUSTEES
and by a majority of the Independent Trustees as indicated in subsection C.l of
Section II of the Plan, shall take effect as of the implementation of the
multi-class system, except that allocation of Class Expenses shall not occur
until the effective date of the Fund's post-effective amendment to its
registration statement containing disclosure concerning the multi-class system.
G. Amendments
The Plan may not be amended to modify materially its terms unless such
amendment has been approved in the manner specified in subsection C.2 of Section
II of the Plan.
<PAGE>
AARP CLASS
1. Transfer agent fees attributable to AARP Class;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of AARP Class;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Class;
4. Litigation or other legal expenses relating solely to AARP Class;
5. Trustees' fees incurred as a result of issues relating solely to AARP
Class;
6. The expense of holding meetings solely for holders of AARP Class; and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
S CLASS
1. Transfer agent fees attributable to S Class;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of S Class;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for S Class;
4. Litigation or other legal expenses relating solely to S Class;
5. Trustees' fees incurred as a result of issues relating solely to S
Class;
6. The expense of holding meetings solely for holders of S Class; and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
EXHIBIT 17
FORM OF PROXY
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: XXX XXX XXX XXX XX *** Please fold and detach card at
perforation before mailing.
AARP DIVERSIFIED INCOME WITH GROWTH PORTFOLIO
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 11, 2000
The undersigned hereby appoints John Millette, Kathryn L. Quirk and
John R. Hebble, and each of them, the proxies of the undersigned, with the power
of substitution to each of them, to vote all shares of the above-referenced fund
(the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper
Investments, Inc., Two International Place, Boston, MA 02110, on July 11, 2000,
at 2:00 p.m., Eastern time, and at any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.
Dated ____________________________,2000
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR. WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH.
--------------------------------------------------------
[NAME]
[ADDRESS]
--------------------------------------------------------
Signature(s) of Shareholder(s)
<PAGE>
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
Please fold and detach card at perforation before mailing.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will be voted
FOR approval of the proposals.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE FOR THE PROPOSALS.
Please vote by filling in the boxes below.
FOR ALL WITHHOLD
NOMINEES AUTHORITY TO
LISTED VOTE FOR ALL
(EXCEPT AS NOMINEES LISTED
NOTED IN
SPACE
PROVIDED)
PROPOSAL 1
To elect Trustees to hold office until
their respective successors have been
duly elected and qualified or until
their earlier resignation or removal.
NOMINEES:
(01) Henry P. Becton, Jr. (02) Linda C.
Coughlin (03) Dawn-Marie Driscoll (04)
Edgar R. Fiedler (05) Keith R. Fox (06)
Joan Edelman Spero (07) Jean Gleason
Stromberg (08) Jean C. Tempel (09)
Steven Zaleznick INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THE NAME(S) ON
THE LINE IMMEDIATELY BELOW.
- ----------------------------------------
PROPOSAL 2 FOR AGAINST ABSTAIN
To approve an Agreement and Plan of
Reorganization for the Fund whereby all
or substantially all of the assets and
liabilities of the Fund would be
acquired by Scudder Pathway Series:
Conservative Portfolio in exchange for
shares of the AARP Shares class of
shares of Scudder Pathway Series:
Conservative Portfolio.
PROPOSAL 3
To ratify the selection of
PricewaterhouseCoopers LLP as the Fund's
independent accountants for the current
fiscal year.
The proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments thereof.
PLEASE SIGN ON REVERSE SIDE
