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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549 OMB APPROVAL
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OMB Number: 3235-0360
FORM N-17f-2 Expires
Estimated average burden
Certificate of Accounting of Securities and Similar hours per response...0.05
Investments in the Custody of --------------------------------
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
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1. Investment Company Act File Number: Date Examinations completed:
811-8606 July 30, 1999 and August 31, 1999
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2. State identification Number:
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<S> <C> <C> <C> <C> <C>
AL AK AZ AR CA CO
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CT DE DC FL GA HI
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ID IL IN IA KS KY
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LA ME MD MA MI MN
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MS MO MT NE NV NH
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NJ NM NY NC ND OH
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OK OR PA RI SC SD
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TN TX UT VT VA WA
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WV WI WY Puerto Rico
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Other (specify):
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3. Exact name of investment company as specified in registration statement:
Scudder Pathway Series
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4. Address of principal executive office (number, street, city, state, zip code):
Two International Place, Boston MA, 02110
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INSTRUCTIONS
This Form must be completed by investment companies that have custody
of securities or similar investments.
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance
with Rule 17f-2 under the Act and applicable state law, examines
securities and similar investments in the custody of the investment
company.
Accountant
3. Submit this Form to the securities and Exchange Commission and
appropriate state securities administrators when filing the certificate
of accounting required by Rule 17f-2 under the Act and applicable state
law. File the original and one copy with the Securities and Exchange
Commission's principal office in Washington, D.C., one copy with the
regional office for the region in which the investment company's
principal business operations are conducted, and one copy with the
appropriate state administrator(s), if applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
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Management Statement Regarding Compliance With Certain Provisions
of the Investment Company Act of 1940
PricewaterhouseCoopers LLP October 12, 1999
160 Federal Street
Boston, MA 02110
We, as members of management of the Scudder Pathways Series (comprised of Growth
Portfolio, Balanced Portfolio, International Portfolio (through its liquidation
on August 20, 1999) and Conservative Portfolio (the "Portfolios")) are
responsible for complying with the requirements of subsections (b) and (c) of
Rule 17f-2, Custody of Investments by Registered Management Investment
Companies, of the Investment Company Act of 1940 (as interpreted in the Response
of the Office of the Chief Counsel, Division of Investment Management, Ref. No.
92-237-CC). We are also responsible for establishing and maintaining effective
internal controls over compliance with those requirements. We have performed
evaluations of the Portfolios' compliance with the requirements of subsections
(b) and (c) of Rule 17f-2 (as interpreted in the Response of the Office of the
Chief Counsel, Division of Investment Management, Ref. No. 92-237-CC) as of July
30, 1999 and August 31, 1999 and for the period from April 21, 1999 (date of
last examination) through July 30, 1999, and the period from July 31, 1999
through August 31, 1999.
Based on these evaluations, we assert that the Portfolios were in compliance
with the requirements of subsections (b) and (c) of Rule 17 f-2 of the
Investment Company Act of 1940 (as interpreted in the Response of the Office of
the Chief Counsel, Division of Investment Management, Ref. No. 92-237-CC) as of
July 30, 1999 and August 31, 1999 and for the period from April 21, 1999 (date
of last examination) through July 30, 1999, and the period from July 31, 1999
through August 31, 1999, with respect to securities reflected in the investment
accounts of the Portfolios.
Scudder Pathways Series
By:
/s/John R. Hebble
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John R. Hebble
Treasurer
/s/Caroline Pearson
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Caroline Pearson
Assistant Secretary
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Report of Independent Accountants
To the Board of Trustees of the Scudder Pathways Series:
We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance With Certain Provisions of the Investment Company
Act of 1940, about Scudder Pathways Series (comprised of Growth Portfolio,
Balanced Portfolio, International Portfolio (through its liquidation on August
20, 1999) Conservative Portfolio (the "Portfolios")) compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 under the Investment
Company Act of 1940 (as interpreted in the Response of the Office of the Chief
Counsel, Division of Investment Management, Ref. No. 92-237-CC) (the "Act") as
of July 30, 1999 and August 31, 1999. Management is responsible for the
Portfolios' compliance with those requirements. Our responsibility is to express
an opinion on management's assertion about the Portfolios' compliance based on
our examinations.
Our examinations were conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Portfolios'
compliance with those requirements and performing such other procedures as we
considered necessary in the circumstances. Our July 30, 1999 examination was
made without prior notice to the Portfolios. Included among our procedures were
the following tests performed as of July 30, 1999 and August 31, 1999, and with
respect to agreement of security purchases and sales, for the period from April
21,1999 (date of our last examination) through July 30, 1999 and the period from
July 31, 1999 through August 31, 1999:
o Confirmation of the number of shares of beneficial interest of the
underlying funds owned by each Portfolio and held by a securities
depository which uses the book entry method of accounting for securities
(i.e., Scudder Service Corp.).
o Reconciliation of all such shares of beneficial interest to the books and
records of the Portfolios and Scudder Service Corp.
o Agreement of security purchases and sales by the Portfolios of shares of
beneficial interest of the underlying funds since our last report from the
books and records of the Portfolios to confirmations from Scudder Service
Corp.
We believe that our examinations provide a reasonable basis for our opinion. Our
examinations do not provide a legal determination of the Portfolios' compliance
with specified requirements.
In our opinion, management's assertion that the Portfolios enumerated above were
in compliance with the requirements of subsections (b) and (c) of Rule 17f-2 of
the Investment Company Act of
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1940 (as interpreted in the Response of the Office of the Chief Counsel,
Division of Investment Management, Ref. No. 92-237-CC) as of July 30, 1999 and
August 31, 1999, with respect to securities reflected in the investment accounts
of the Portfolios is fairly stated, in all material respects.
This report is intended solely for the information and use of the Board of
Trustees, management of Scudder Pathways Series and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
the specified parties.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
October 12, 1999
