Exhibit (i)
December 22, 2000
Scudder Pathway Series
Two International Place
Boston, MA 02110
Re: Post-Effective Amendment No. 11 to the Registration Statement on Form
N-1A (SEC File No. 33-64048)
Ladies and Gentlemen:
Scudder Pathway Series, formerly Scudder Prime Fund (the "Trust"), is a trust
created under a written Declaration of Trust dated July 1, 1994. The Declaration
of Trust, as amended from time to time, is referred to as the "Declaration of
Trust." The beneficial interest under the Declaration of Trust is represented by
transferable shares, $.01 par value per share ("Shares"). The Trustees have the
powers set forth in the Declaration of Trust, subject to the terms, provisions
and conditions therein provided.
We are of the opinion that all legal requirements have been complied with in the
creation of the Trust and that said Declaration of Trust is legal and valid.
Under Article V, Section 5.4 of the Declaration of Trust, the Trustees are
empowered, in their discretion, from time to time, to issue Shares for such
amount and type of consideration, at such time or times and on such terms as the
Trustees may deem best. Under Article V, Section 5.1, it is provided that the
number of Shares authorized to be issued under the Declaration of Trust is
unlimited. Under Article V, Section 5.11, the Trustees may authorize the
division of Shares into two or more series and under Article V, Section 5.13,
may also authorize the division of Shares of series of the Trust into two or
more classes. By written instruments, the Trustees have from time to time
established various series of the Trust and various classes of the series. The
Shares are currently divided into three active series: Moderate Portfolio,
Conservative Portfolio and Growth Portfolio (the "Funds"). Currently, the Shares
of each Fund are divided into two or more classes.
By votes adopted on November 13, 2000, October 28, 2000, March 17, 2000 and
November 10, 1999, the Trustees of the Trust authorized the President, any Vice
President, the Secretary and the Treasurer, from time to time, to determine the
appropriate number of Shares to be registered, to register with the Securities
and Exchange Commission, and to issue and sell to the public, such Shares.
We understand that you are about to file with the Securities and Exchange
Commission, on Form N-1A, Post Effective Amendment No. 11 to the Trust's
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the continuous
offering of the Shares of the Funds. We
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Scudder Pathway Series
December 22, 2000
Page 2
understand that our opinion is required to be filed as an exhibit to the
Registration Statement.
We are of the opinion that all necessary Trust action precedent to the issue of
the Shares of the Funds named above has been duly taken, and that all such
Shares may be legally and validly issued for cash, and when sold will be fully
paid and non-assessable by the Trust upon receipt by the Trust or its agent of
consideration for such Shares in accordance with the terms in the Registration
Statement, subject to compliance with the Securities Act, the Investment Company
Act of 1940, as amended, and applicable state laws regulating the sale of
securities.
We consent to your filing this opinion with the Securities and Exchange
Commission as an Exhibit to Post-Effective Amendment No. 11 to the Registration
Statement.
Very truly yours,
/s/Dechert
Dechert
