SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No.__ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SCUDDER PATHWAY SERIES
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SCUDDER PATHWAY SERIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Please take notice that a Special Meeting of Shareholders (the "Meeting")
of each of Scudder Pathway Series: Balanced Portfolio, Scudder Pathway Series:
Conservative Portfolio and Scudder Pathway Series: Growth Portfolio (each a
"Fund" and, collectively, the "Funds"), each a series of Scudder Pathway Series
(the "Trust"), will be held at the offices of Scudder Kemper Investments, Inc.,
13th Floor, Two International Place, Boston, MA 02110-4103, on July 13, 2000, at
3:00 p.m., Eastern time, for the following purposes:
Proposal 1: To elect Trustees of the Trust; and
Proposal 2: To ratify the selection of PricewaterhouseCoopers LLP as
the independent accountants for each Fund for the Fund's
current fiscal year.
The appointed proxies will vote in their discretion on any other business
that may properly come before the Meeting or any adjournments thereof.
Holders of record of shares of each Fund at the close of business on April
17, 2000 are entitled to vote at the Meeting and at any adjournments thereof.
In the event that the necessary quorum to transact business or the vote
required to approve any Proposal is not obtained at the Meeting with respect to
one or more Funds, the persons named as proxies may propose one or more
adjournments of the Meeting in accordance with applicable law to permit further
solicitation of proxies. Any such adjournment as to a matter will require the
affirmative vote of the holders of a majority of the concerned Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies will
vote FOR any such adjournment those proxies which they are entitled to vote in
favor of that Proposal and will vote AGAINST any such adjournment those proxies
to be voted against that Proposal.
By Order of the Board,
[Signature]
John Millette
Secretary
[date]
IMPORTANT -- We urge you to sign and date the enclosed proxy card(s) and return
it in the enclosed envelope which requires no postage (or to take advantage of
the electronic or telephonic voting procedures described on the proxy card(s)).
Your prompt return of the enclosed proxy card(s) (or your voting by other
available means) may save the necessity and expense of further solicitations. If
you wish to attend the Meeting and vote your shares in person at that time, you
will still be able to do so.
<PAGE>
SCUDDER PATHWAY SERIES
Two International Place
Boston, Massachusetts 02110
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board," the Trustees on which are
referred to as the "Trustees") of Scudder Pathway Series (the Trust) for use at
the Special Meeting of Shareholders of the following series of the Trust:
Scudder Pathway Series: Balanced Portfolio, Scudder Pathway Series: Conservative
Portfolio and Scudder Pathway Series: Growth Portfolio (each such series is
referred to herein as a "Fund" and, collectively, the "Funds"), to be held at
the offices of Scudder Kemper Investments, Inc., the investment manager to each
Fund ("Scudder Kemper" or the "Investment Manager"), 13th Floor, Two
International Place, Boston, Massachusetts 02110, on July 13, 2000 at 3:00 p.m.,
Eastern time, and at any and all adjournments thereof (the "Meeting").
In the descriptions of the Proposals below, the word "fund" is sometimes
used to mean an investment company or series thereof in general, and not the
Funds whose proxy statement this is. In addition, for simplicity, actions are
described in this Proxy Statement as being taken by a Fund, although all actions
are actually taken by the Trust on behalf of the applicable Fund.
EACH FUND PROVIDES PERIODIC REPORTS TO ITS SHAREHOLDERS WHICH HIGHLIGHT
RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO
CHANGES. YOU MAY RECEIVE AN ADDITIONAL COPY OF THE MOST RECENT ANNUAL REPORT FOR
A FUND AND A COPY OF ANY MORE RECENT SEMI-ANNUAL REPORT, WITHOUT CHARGE, BY
CALLING (800) 728-3337 OR WRITING THE FUND, C/O SCUDDER KEMPER INVESTMENTS,
INC., AT THE ADDRESS FOR THE FUND SHOWN AT THE BEGINNING OF THIS PROXY
STATEMENT.
BACKGROUND
Proposal 1 in this Proxy Statement is part of a program proposed by
Scudder Kemper to restructure and streamline the management and operations of
the funds it advises. Scudder Kemper believes, and has advised the Board, that
the consolidation of certain funds advised by it would benefit fund
shareholders. Scudder Kemper has, therefore, proposed the consolidation of a
number of no-load funds advised by it that Scudder Kemper believes have similar
or compatible investment objectives and policies. In many cases, the proposed
consolidations are designed to eliminate the substantial overlap in current
offerings by the Scudder Funds and the funds offered through the AARP Investment
Program (the "AARP Funds"), all of which are advised by Scudder Kemper.
Consolidation plans are proposed for other funds that have not gathered enough
assets to operate efficiently and have, in turn, relatively high expense ratios.
Scudder Kemper believes that these consolidations may help to enhance investment
performance of funds and increase efficiency of operations. Many of the proposed
consolidations are also expected to result in lower operating expenses for
shareholders of acquired funds.
As part of this restructuring, the shareholders of AARP Diversified Income
with Growth Portfolio are being asked to vote on a proposal to combine their
Fund into Scudder Pathway Series: Conservative Portfolio, and the shareholders
of AARP Diversified Growth Portfolio are being asked to vote on a proposal to
combine their Fund into Scudder Pathway Series: Growth Portfolio.
There are currently five different Boards for the no-load funds advised by
Scudder Kemper. Scudder Kemper believes, and has proposed to the boards, that
creating a single board responsible for most of the no-load funds advised by
Scudder Kemper would increase efficiency and benefit fund shareholders. This
initiative is described in greater detail in Proposal 1 below.
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, as part of the overall restructuring effort outlined
above, shareholders of the Trust will be asked to elect nine individuals to
constitute the Board of Trustees of that Trust. These individuals were nominated
after a careful and deliberate selection process by the present Board of
Trustees of the Trust. The nominees for election, who are listed below, include
seven persons who currently serve as Independent Trustees (as defined below) of
the Trust or as independent trustees/directors of other no-load funds advised by
Scudder Kemper and who have no affiliation with Scudder Kemper or the American
Association of Retired Persons ("AARP"). The nominees listed below are also
being nominated for election as trustees/directors of most of the other no-load
funds advised by Scudder Kemper.
Currently, five different boards of trustees are responsible for
overseeing different groups of no-load funds advised by Scudder Kemper. As part
of a broader restructuring effort described above, Scudder Kemper has
recommended, and the Board of Trustees has agreed, that shareholder interests
can more effectively be represented by a single board with responsibility for
overseeing substantially all of the Scudder no-load funds. Creation of a single,
consolidated board should also provide certain administrative efficiencies and
potential future cost savings for both the Funds and Scudder Kemper.
Election of each of the listed nominees for Trustee on the Board requires
the affirmative vote of a plurality of the votes cast at the Meeting, in person
or by proxy. The persons named as proxies on the enclosed proxy card will vote
for the election of the nominees named below unless authority to vote for any or
all of the nominees is withheld in the proxy. Each Trustee so elected will serve
as a Trustee of the Trust until the next meeting of shareholders, if any, called
for the purpose of electing Trustees and until the election and qualification of
a successor or until such Trustee sooner dies, resigns or is removed as provided
in the governing documents of the Trust. Each of the nominees has indicated that
he or she is willing to serve as a Trustee. If any or all of the nominees should
become unavailable for election due to events not now known or anticipated, the
persons named as proxies will vote for such other nominee or nominees as the
current Trustees may recommend. The following paragraphs and table set forth
information concerning the nominees and Trustees not standing for re-election.
Each nominee's or Trustee's age is in parentheses after his or her name. Unless
otherwise noted, (i) each of the nominees and Trustees has engaged in the
principal occupation(s) noted in the following paragraphs and table for at least
the most recent five years, although not necessarily in the same capacity, and
(ii) the address of each nominee is c/o Scudder Kemper Investments, Inc., Two
International Place, Boston, MA 02110-4103.
Nominees for Election as Trustees:
Henry P. Becton, Jr. (56)
Henry P. Becton, Jr. is president of the WGBH Educational Foundation, producer
and distributor of public broadcasting programming and educational and
interactive software. He graduated from Yale University in 1965, where he was
elected to Phi Beta Kappa. He received his J.D. degree cum laude from Harvard
Law School in 1968. Mr. Becton is a member of the PBS Board of Directors, a
Trustee of American Public Television, the New England Aquarium, the Boston
Museum of Science, Concord Academy, and the Massachusetts Corporation for
Educational Telecommunications, an Overseer of the Boston Museum of Fine Arts,
and a member of the Board of Governors of the Banff International Television
Festival Foundation. He is also a Director of Becton Dickinson and Company and
A.H. Belo Company, a Trustee of the Committee for Economic Development, and a
member of the Board of Visitors of the Dimock Community Health Center, the
Dean's Council of Harvard University's Graduate School of Education, and the
Massachusetts Bar. Mr. Becton has served as a trustee of various mutual funds
advised by Scudder Kemper since 1990.
Linda C. Coughlin (48)*
Linda C. Coughlin, a Managing Director of Scudder Kemper, is head of Scudder
Kemper's U.S. Retail Mutual Funds Business. Ms. Coughlin joined Scudder
Kemper in 1986 and was a member of the firm's Board of Directors. She
currently oversees the marketing, service and operations of Scudder Kemper
retail businesses in the United States, which include the Scudder, Kemper,
AARP, and closed-end fund families, and the direct and intermediary
channels. She also serves as Chairperson of the AARP Investment Program from
Scudder and as a Trustee of the Program's mutual funds. Ms. Coughlin is also
a member of the Mutual Funds Management Group. Previously, she served as a
regional Marketing Director in the retail banking division of Citibank and at
the American Express Company as Director of Consumer Marketing for the mutual
fund group. Ms. Coughlin received a B.A. degree in economics (summa cum
laude) from Fordham University. Ms. Coughlin has served on the boards of
various funds advised by Scudder Kemper, including the AARP Investment
Program Funds, since 1996.
Dawn-Marie Driscoll (53)
Dawn-Marie Driscoll is an Executive Fellow and Advisory Board member of the
Center for Business Ethics at Bentley College, one of the nation's leading
institutes devoted to the study and practice of business ethics. Ms.
Driscoll is also president of Driscoll Associates, a consulting firm. She is
a member of the Board of Governors of the Investment Company Institute and
serves as Chairman of the Directors Services Committee. Ms. Driscoll was
recently named 1999 "Fund Trustee of the Year" by Fund Directions, a
publication of Institutional Investor, Inc. She has been a director, trustee
and overseer of many civic and business institutions, including The
Massachusetts Bay United Way and Regis College. Ms. Driscoll was formerly a
law partner at Palmer & Dodge in Boston and served for over a decade as Vice
President of Corporate Affairs and General Counsel of Filene's, the
Boston-based department store chain. Ms. Driscoll received a B.A. from Regis
College, a J.D. from Suffolk University Law School, a D.H.L. (honorary) from
Suffolk University and a D.C.S. (honorary) from Bentley College Graduate
School of Business. Ms. Driscoll has served as a trustee of various mutual
funds advised by Scudder Kemper since 1987.
Edgar R. Fiedler (70)
Edgar R. Fiedler is Senior Fellow and Economic Counsellor at The Conference
Board. He served as the Board's Vice President, Economic Research from 1975 to
1986 and as Vice President and Economic Counsellor from 1986 to 1996. Mr.
Fiedler's business experience includes positions at Eastman Kodak in Rochester
(1956-59), Doubleday and Company in New York City (1959-60), and Bankers Trust
Company in New York City (1960-69). He also served as Assistant Secretary of the
Treasury for Economic Policy from 1971 to 1975. Mr. Fiedler graduated from the
University of Wisconsin in 1951. He received his M.B.A. from the University of
Michigan and his doctorate from New York University. During the 1980's, Mr.
Fiedler was an Adjunct Professor of Economics at the Columbia University
Graduate School of Business. From 1990 to 1991, he was the Stephen Edward Scarff
Distinguished Professor at Lawrence University in Wisconsin. Mr. Fiedler is a
Director of The Stanley Works, Harris Insight Funds, Brazil Fund, and PEG
Capital Management, Inc. He is currently a Trustee of the Trust and has served
as a board member of various mutual funds advised by Scudder Kemper, including
the AARP Investment Program Funds, since 1984.
Keith R. Fox (46)
Keith R. Fox is the managing partner of the Exeter Group of Funds, a series of
private equity funds with offices in New York and Boston, which he founded in
1986. The Exeter Group invests in a wide range of private equity situations,
including venture capital, expansion financings, recapitalizations and
management buyouts. Prior to forming Exeter, Mr. Fox was a director and vice
president of BT Capital Corporation, a subsidiary of Bankers Trust New York
Corporation organized as a small business investment company and based in New
York City. Mr. Fox graduated from Oxford University in 1976, and in 1981
received an M.B.A. degree from the Harvard Business School. Mr. Fox is also a
qualified accountant. He is a board member and former Chairman of the National
Association of Small Business Investment Companies, and a director of Golden
State Vintners, K-Communications, Progressive Holding Corporation and Facts On
File, as well as a former director of over twenty companies. Mr. Fox has served
as a trustee of various mutual funds advised by Scudder Kemper since 1996.
Joan Edelman Spero (55)
Joan E. Spero is the president of the Doris Duke Charitable Foundation, a
position to which she was named in January 1997. From 1993 to 1997, Ms. Spero
served as Undersecretary of State for Economic, Business and Agricultural
Affairs under President Clinton. From 1981 to 1993, she was an executive at the
American Express Company, where her last position was executive vice president
for Corporate Affairs and Communications. Ms. Spero served as U.N. Ambassador to
the United Nations Economic and Social Council under President Carter from 1980
to 1981. She was an assistant professor at Columbia University from 1973 to
1979. She graduated Phi Beta Kappa from the University of Wisconsin and holds a
master's degree in international affairs and a doctorate in political science
from Columbia University. Ms. Spero is a member of the Council on Foreign
Relations and the Council of American Ambassadors. She also serves as a trustee
of the Wisconsin Alumni Research Foundation, The Brookings Institution and
Columbia University and is a Director of First Data Corporation. Ms. Spero has
served as a trustee of various mutual funds advised by Scudder Kemper since
1998.
Jean Gleason Stromberg (56)
Ms. Stromberg acts as a consultant on regulatory matters. From 1996 to 1997, Ms.
Stromberg represented the U.S. General Accounting Office before Congress and
elsewhere on issues involving banking, securities, securities markets, and
government-sponsored enterprises. Prior to that, Ms. Stromberg was a corporate
and securities law partner at the Washington, D.C. law office of Fulbright and
Jaworski, a national law firm. She served as Associate Director of the SEC's
Division of Investment Management from 1977 to 1979 and prior to that was
Special Counsel for the Division of Corporation Finance from 1972 to 1977. Ms.
Stromberg graduated Phi Beta Kappa from Wellesley College and received her law
degree from Harvard Law School. From 1988 to 1991 and 1993 to 1996, she was a
Trustee of the American Bar Retirement Association, the funding vehicle for
American Bar Association-sponsored retirement plans. Ms. Stromberg serves on the
Wellesley College Business Leadership Council and the Council for Mutual Fund
Director Education at Northwestern University Law School and was a panelist at
the SEC's Investment Company Director's Roundtable. Ms. Stromberg has served as
a board member of the AARP Investment Program Funds since 1997.
Jean C. Tempel (56)
Jean C. Tempel is a venture partner for Internet Capital Group, a strategic
network of Internet partnership companies whose principal offices are in Wayne,
Pennsylvania. Ms. Tempel concentrates on investment opportunities in the Boston
area. She spent 25 years in technology/operations executive management at
various New England banks, building custody operations and real time
financial/securities processing systems, most recently as Chief Operations
Officer at The Boston Company. From 1991 until 1993 she was president/COO of
Safeguard Scientifics, a Pennsylvania technology venture company. In that role
she was a founding investor, director and vice chairman of Cambridge Technology
Partners. She is a director of XLVision, Inc., Marathon Technologies, Inc.,
Aberdeen Group and Sonesta Hotels International, and is a Trustee of
Northeastern University, Connecticut College, and The Commonwealth Institute.
She received a B.A. from Connecticut College, an M.S. from Rensselaer
Polytechnic Institute of New York, and attended Harvard Business School's
Advanced Management Program. Ms. Tempel has served as a trustee of various
mutual funds advised by Scudder Kemper since 1994.
Steven Zaleznick (45)*
Steven Zaleznick is President and CEO of AARP Services, Inc., a wholly-owned and
independently-operated subsidiary of AARP which manages a range of products and
services offered to AARP members, provides marketing services to AARP and its
member service providers and establishes an electronic commerce presence for
AARP members. Mr. Zaleznick previously served as AARP's general counsel for nine
years. He was responsible for the legal affairs of the AARP, which included tax
and legal matters affecting non-profit organizations, contract negotiations,
publication review and public policy litigation. In 1979, he joined the AARP as
a legislation representative responsible for issues involving taxes, pensions,
age discrimination, and other national issues affecting older Americans. Mr.
Zaleznick is President of the Board of Cradle of Hope Adoption Center in
Washington, D.C. He is a former treasurer and currently a board member of the
National Senior Citizens Law Center. Mr. Zaleznick received his B.A. in
economics from Brown University. He received his J.D. degree from Georgetown
University Law Center and is a member of the District of Columbia Bar
Association.
Trustees Not Standing for Re-election:
- --------------------------------------------------------------------------------
Present Office with the Trust;
Name (Age) Principal Occupation or Employment
and Directorships
- --------------------------------------------------------------------------------
Rosita P. Chang (45) Trustee; Professor of Finance,
University of Hawaii. Dr. Chang
serves on the Boards of an additional
3 trusts or corporations whose funds
are advised by Scudder Kemper.
- --------------------------------------------------------------------------------
J.D. Hammond (66) Trustee; Dean Emeritus, Smeal College
of Business Administration,
Pennsylvania State University. Dr.
Hammond serves on the Boards of an
additional 3 trusts or corporations
whose funds are advised by Scudder
Kemper.
- --------------------------------------------------------------------------------
Richard M. Hunt (73) Trustee; University Marshall and
Senior Lecturer, Harvard University.
Mr. Hunt serves on the Boards of an
additional 2 trusts or corporations
whose funds are advised by Scudder
Kemper.
- --------------------------------------------------------------------------------
Peter B. Freeman (67) Trustee; Corporate Director and
Trustee. Mr. Freeman serves on the
Boards of an additional 13 trusts or
corporations whose funds are advised
by Scudder Kemper.
- --------------------------------------------------------------------------------
* Nominee or Trustee considered by the Trust and its counsel to be an
"interested person" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Trust, Scudder Kemper or AARP because of
his or her employment by Scudder Kemper or AARP, and, in some cases,
holding offices with the Trust.
RESPONSIBILITIES OF THE BOARD -- BOARD AND COMMITTEE MEETINGS
A fund's board is responsible for the general oversight of fund business.
The nominees proposed for election at the Meeting consist of two individuals who
are considered "interested" Trustees, and seven individuals who have no
affiliation with Scudder Kemper and who are called "independent" Trustees (the
"Independent Trustees"). The SEC has recently proposed a rule that would require
a majority of the board members of a fund to be "independent" if the fund were
to take advantage of certain exemptive rules under the 1940 Act. On the proposed
Boards of Trustees, if approved by shareholders, nearly 78% will be Independent
Trustees. The Independent Trustees have been nominated solely by the current
Independent Trustees of the Trust, a practice also favored by the SEC. The
Independent Trustees have primary responsibility for assuring that the Trust is
managed in the best interests of its shareholders.
The Trustees meet several times during the year to review the investment
performance of each Fund and other operational matters, including policies and
procedures designed to assure compliance with regulatory and other requirements.
In 1999, the Trustees conducted over ten meetings to deal with fund issues
(including committee and subcommittee meetings and special meetings of the
Independent Trustees). Furthermore, the Independent Trustees review any fees
paid to the Investment Manager and its affiliates for investment advisory
services and other administrative and shareholder services. The Trustees have
adopted several policies and practices which help ensure their effectiveness and
independence in reviewing fees and representing shareholders. Many of these are
similar to those suggested in the Investment Company Institute's 1999 Report of
the Advisory Group on Best Practices for Fund Directors (the "Advisory Group
Report"). For example, the Independent Trustees select independent legal counsel
to work with them in reviewing fees, advisory and other contracts and overseeing
fund matters. The Trustees are also assisted in this regard by the funds'
independent public accountants and other independent experts retained from time
to time for this purpose. The Independent Trustees regularly meet privately with
their counsel and other advisors. In addition, the Independent Trustees from
time to time have appointed task forces and subcommittees from their members to
focus on particular matters such as investment, accounting and shareholder
servicing issues.
The Board of the Trust has an Audit Committee and a Committee on
Independent Trustees, the responsibilities of which are described below. In
addition, the Board has an Executive Committee and a Valuation Committee.
AUDIT COMMITTEE
The Audit Committee reviews with management and the Funds' independent
public accountants, among other things, the scope of the audit and the internal
controls of each Fund and its agents, reviews and approves in advance the type
of services to be rendered by independent accountants, recommends the selection
of independent accountants for the Funds to the Board, reviews the independence
of such firm and, in general, considers and reports to the Board on matters
regarding each Fund's accounting and financial reporting practices.
As suggested by the Advisory Group Report, the Trust's Audit Committee
is comprised of the Independent Trustees, meets privately with the independent
accountants of each series of the Trust, will receive annual representations
from the accountants as to their independence, and has a written charter that
delineates the committee's duties and powers.
COMMITTEE ON INDEPENDENT TRUSTEES
The Board of Trustees of the Trust has a Committee on Independent
Trustees, comprised solely of Independent Trustees, charged with the duty of
making all nominations of Independent Trustees, establishing Trustees'
compensation policies, retirement policies and fund ownership policies,
reviewing Trustees' affiliations and relationships annually, and periodically
assessing and reviewing evaluations of the Board of Trustees' effectiveness.
ATTENDANCE
As noted above, the Trustees conducted over ten meetings in calendar year
1999 to deal with fund matters, including various committee and subcommittee
meetings and special meetings of the Independent Trustees. The full Board of
Trustees of the Trust met six times and the Audit Committee met one time during
calendar year 1999. The Independent Trustees held four special meetings during
that period. Each then current Trustee attended 100% of the total meetings of
the full Board of Trustees and each above-named committee on which he or she
served as a regular member that were held during calendar year 1999.
OFFICERS
The following persons are officers of the Trust:
- --------------------------------------------------------------------------------
Present Office with the
Trust; Principal Year First Became
Name (Age) Occupation or Employment(1) an Officer (2)
- --------------------------------------------------------------------------------
Kathryn L. Quirk (47) President and Assistant 1997
Secretary; Managing
Director of Scudder Kemper
- --------------------------------------------------------------------------------
Benjamin W. Thorndike (43) Vice President; Managing 1996
Director of Scudder
Kemper
- --------------------------------------------------------------------------------
Ann M. McCreary (43) Vice President; Managing 1998
Director of Scudder
Kemper
- --------------------------------------------------------------------------------
John Millette (38) Vice President and 1999
Secretary; Vice President
of Scudder Kemper
- --------------------------------------------------------------------------------
John R. Hebble (41) Treasurer; Senior Vice 1998
President of Scudder
Kemper
- --------------------------------------------------------------------------------
Caroline Pearson (38) Assistant Secretary; 1997
Senior Vice President of
Scudder Kemper;
Associate, Dechert Price
& Rhoads (law firm) 1989
to 1997
- --------------------------------------------------------------------------------
1 Unless otherwise stated, all of the officers have been associated
with their respective companies for more than five years, although
not necessarily in the same capacity.
2 The President, Treasurer and Secretary each holds office until his
or her successor has been duly elected and qualified, and all other
officers hold offices in accordance with the By-laws of the Acquired
Trust.
COMPENSATION OF TRUSTEES AND OFFICERS
The Trust does not pay any Trustee an annual Trustee's fee or fees for
Board and committee meetings attended. The Independent Trustees receive payment
of $_______ for service on the Trust's Board from certain of the underlying
funds in which a Fund invests (each an "Underlying Fund," together, the
"Underlying Funds"). The Trustees may be trustees/directors of the Underlying
Funds. The Underlying Funds generally pay their Independent trustees/directors
an annual trustee's/director's fee and fees for attending board and committee
meetings and reimburse them for expenses related to the business of any series
of the applicable trust/corporation. The newly-constituted Board may determine
to change its compensation structure.
The Independent Trustees of the Trust are not entitled to benefits under
any pension or retirement plan. It is currently anticipated that a one-time
benefit will be provided to those Independent Trustees who have volunteered to
leave the board prior to their normal retirement date in order to facilitate the
nomination of a consolidated board. The amount of such benefit has not been
finally determined, but is expected to be based on a Trustee's years of service
and remaining years to normal retirement. [Further detail to be provided when
available.] [Inasmuch as Scudder Kemper will also benefit from the
administrative efficiencies of a consolidated board, Scudder Kemper has agreed
to bear one-half of the cost of any such benefit.]
Scudder Kemper supervises the Trust's investments and pays the
compensation and certain expenses of its personnel who serve as Trustees and
officers of the Trust. Each Underlying Fund pays Scudder Kemper a fee for its
services to the Underlying Fund. Several of the Trust's officers and Trustees
are also officers, directors, employees or stockholders of Scudder Kemper and
participate in the fees paid to that firm by Underlying Funds, although the
Trust does not make any direct payments to them.
The following Compensation Table provides in tabular form the following
data:
Column (1) All Trustees who receive compensation from the Trust.
Column (2) Aggregate compensation received by each Trustee of the Trust
during calendar year 1999.
Column (3) Total compensation received by each Trustee from funds managed
by Scudder Kemper (collectively, the "Fund Complex") during calendar year 1999.
COMPENSATION TABLE
- -------------------------------------------------------------
Aggregate Total Compensation
Trustee Compensation from Fund Complex
(number of funds) Paid to Trustee
- -------------------------------------------------------------
- -------------------------------------------------------------
Rosita P. Chang $ 0 (3 funds) $ 51,072 (35 funds)
- -------------------------------------------------------------
- -------------------------------------------------------------
J.D. Hammond $ 0 (3 funds) $ 51,072 (39 funds)
- -------------------------------------------------------------
- -------------------------------------------------------------
Richard M. Hunt $ 0 (3 funds) $ 30,728 (31 funds)
- -------------------------------------------------------------
- -------------------------------------------------------------
Edgar R. Fiedler $ 0 (3 funds) $ 54,495 (29 funds)
- -------------------------------------------------------------
- -------------------------------------------------------------
Peter B. Freeman $ 0 (3 funds) $179,783 (57 funds)
- -------------------------------------------------------------
The Trustees unanimously recommend that the
shareholders of each Fund vote for each nominee.
PROPOSAL 2: RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT
ACCOUNTANTS
The Board of the Trust, including a majority of the Independent Trustees,
has selected PricewaterhouseCoopers LLP to act as independent accountants of
each Fund for the Fund's current fiscal year. One or more representatives of
PricewaterhouseCoopers LLP are expected to be present at the Meeting and will
have an opportunity to make a statement if they so desire. Such representatives
are expected to be available to respond to appropriate questions posed by
shareholders or management.
The Trustees unanimously recommend that the shareholders of
each Fund vote in favor of this Proposal 2.
ADDITIONAL INFORMATION
General
The cost of preparing, printing and mailing the enclosed proxy card and
proxy statement and all other costs incurred in connection with the solicitation
of proxies, including any additional solicitation made by letter, telephone or
telegraph will be paid by _________. In addition to solicitation by mail,
certain officers and representatives of the Trust, officers and employees of
Scudder Kemper and certain financial services firms and their representatives,
who will receive no extra compensation for their services, may solicit proxies
by telephone, telegram or personally.
This Proxy Statement, the Notice of Meeting and the proxy card(s) are
first being mailed to shareholders on or about April 18, 2000 or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Funds, c/o Scudder Kemper Investments, Inc., at the address for each Fund shown
at the beginning of this Proxy Statement) or in person at the Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, in favor of
each Proposal.
The presence at any shareholders' meeting, in person or by proxy, of the
holders of one-third of the shares entitled to be cast of the Trust (for a
Trust-wide vote) or a Fund (for a Fund by Fund vote) shall be necessary and
sufficient to constitute a quorum for the transaction of business. In the event
that the necessary quorum to transact business or the vote required to approve
any Proposal is not obtained at the Meeting with respect to one or more Funds,
the persons named as proxies may propose one or more adjournments of the Meeting
in accordance with applicable law to permit further solicitation of proxies with
respect to the Proposal that did not receive the vote necessary for its passage
or to obtain a quorum. Any such adjournment as to a matter requiring a
Trust-wide or a Fund by Fund vote will require, respectively, the affirmative
vote of the holders of a majority of the Trust's (for a Trust-wide vote) or
Fund's (for a Fund by Fund vote) shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of that Proposal and will
vote against any such adjournment those proxies to be voted against that
Proposal. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by a Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, shareholders are urged to forward their voting instructions
promptly.
Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares of the Trust voting at the Meeting. Approval of Proposal 2 requires the
affirmative vote of a majority of the shares of each Fund voting at the Meeting.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on the vote for Proposal 1 and will have the effect of a
"no" vote on Proposal 2. Shareholders of the Trust will vote together on
Proposal 1 and shareholders of each Fund will vote separately with respect to
Proposal 2.
Holders of record of the shares of each Fund at the close of business on
April 17, 2000 (the "Record Date"), as to any matter on which they are entitled
to vote, will be entitled to one vote per share on all business of the Meeting.
As of March 20, 2000, there were __ shares of Scudder Pathway Series: Balanced
Portfolio outstanding, ___ shares of Scudder Pathway Series: Conservative
Portfolio outstanding and ___ shares of Scudder Pathway Series: Growth Portfolio
outstanding.
Appendix 1 sets forth the beneficial owners of at least 5% of a Fund's
shares. To the best of the Trust's knowledge, as of January 31, 2000, no person
owned beneficially more than 5% of any Fund's outstanding shares, except as
stated in Appendix 1.
Appendix 2 hereto sets forth the number of shares of each series of the
Trust owned directly or beneficially by the Trustees of the Trust, by the
President of the Trust and by the nominees for election.
Shareholder Communications Corporation ("SCC") has been engaged to assist
in the solicitation of proxies, at an estimated cost of $74,429.19. As the
Meeting date approaches, certain shareholders of a Fund may receive a telephone
call from a representative of SCC if their votes have not yet been received.
Authorization to permit SCC to execute proxies may be obtained by telephonic or
electronically transmitted instructions from shareholders of a Fund. Proxies
that are obtained telephonically will be recorded in accordance with the
procedures set forth below. The Trustees believe that these procedures are
reasonably designed to ensure that both the identity of the shareholder casting
the vote and the voting instructions of the shareholder are accurately
determined.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask for each shareholder's full name, address, social security or
employer identification number, title (if the shareholder is authorized to act
on behalf of an entity, such as a corporation), and the number of shares owned,
and to confirm that the shareholder has received the proxy materials in the
mail. If the information solicited agrees with the information provided to SCC,
then the SCC representative has the responsibility to explain the process, read
the Proposals on the proxy card, and ask for the shareholder's instructions on
the Proposals. Although the SCC representative is permitted to answer questions
about the process, he or she is not permitted to recommend to the shareholder
how to vote, other than to read any recommendation set forth in the proxy
statement. SCC will record the shareholder's instructions on the card. Within 72
hours, the shareholder will be sent a letter or mailgram to confirm his or her
vote and asking the shareholder to call SCC immediately if his or her
instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish
to give a proxy by telephone or electronically, the shareholder may still submit
the proxy card originally sent with the proxy statement or attend in person.
Should shareholders require additional information regarding the proxy or
replacement proxy cards, they may contact SCC toll-free at 800-603-1915. Any
proxy given by a shareholder is revocable until voted at the Meeting.
Shareholders may also provide their voting instructions through telephone
touch-tone voting or Internet voting. These options require shareholders to
input a control number which is located on each voting instruction card. After
inputting this number, shareholders will be prompted to provide their voting
instructions on the Proposals. Shareholders will have an opportunity to review
their voting instructions and make any necessary changes before submitting their
voting instructions and terminating their telephone call or Internet link.
Shareholders who vote on the Internet, in addition to confirming their voting
instructions prior to submission, will also receive an e-mail confirming their
instructions.
Principal Underwriter
Scudder Investor Services, Inc. ("SIS"), Two International Place,
Boston, Massachusetts 02110, is the principal underwriter for each Fund.
Proposals of Shareholders
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Meeting, if any, should
send their written proposals to the Secretary of the Trust, c/o Scudder Kemper
Investments, Inc., at the address for the Trust shown at the beginning of this
Proxy Statement, within a reasonable time before the solicitation of proxies for
such meeting. The timely submission of a proposal does not guarantee its
inclusion.
Other Matters To Come Before the Meeting
No Trustee is aware of any matters that will be presented for action at
the Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in accordance with their best judgment in the interest of the Trust
and/or each Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) (OR TAKE ADVANTAGE
OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES) PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By Order of the Board,
[John Millette signature]
John Millette
Secretary
<PAGE>
APPENDIX 1
Beneficial Owners of Fund Shares
<PAGE>
APPENDIX 2
Fund Shares Owned by Nominees and Trustees
Many of the nominees and Trustees own shares of the series of the Trust
and of other funds in the Scudder Family of Funds and AARP Funds, allocating
their investments among such funds based on their individual investment needs.
The following table sets forth, for the Trust's President and each nominee and
Trustee, the number of shares owned in each series of the Trust as of January
31, 2000. The information as to beneficial ownership is based on statements
furnished to the Trust by its President and each nominee and Trustee. Unless
otherwise noted, beneficial ownership is based on sole voting and investment
power. [Each nominee's and Trustee's individual shareholdings of any series of
the Trust constitute less than 1% of the shares outstanding of such fund.] [As a
group, the Trustees and officers own less than 1% of the shares of any series of
the Trust.]
- -----------------------------------------------------------------------
Scudder Pathway Scudder Pathway Scudder Pathway
Conservative Balanced Growth Portfolio
Portfolio Portfolio
- -----------------------------------------------------------------------
Henry P. Becton,
Jr.(1)
- -----------------------------------------------------------------------
Rosita P. Chang(2)
- -----------------------------------------------------------------------
Linda C. Coughlin(3)
- -----------------------------------------------------------------------
Dawn-Marie
Driscoll(4)
- -----------------------------------------------------------------------
Edgar R. Fiedler(5)
- -----------------------------------------------------------------------
Keith R. Fox(6)
- -----------------------------------------------------------------------
Peter B. Freeman(7)
- -----------------------------------------------------------------------
J. D. Hammond(8)
- -----------------------------------------------------------------------
Richard M. Hunt(9)
- -----------------------------------------------------------------------
Kathryn L. Quirk(10)
- -----------------------------------------------------------------------
Joan Edelman
Spero(11)
- -----------------------------------------------------------------------
Jean Gleason
Stromberg(12)
- -----------------------------------------------------------------------
Jean C. Tempel(13)
- -----------------------------------------------------------------------
Steven Zaleznick(14)
- -----------------------------------------------------------------------
[All Trustees and
Officers as a
Group]
- -----------------------------------------------------------------------
1 As of January 31, 2000, Mr. Becton's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
2 As of January 31, 2000, Dr. Chang's total aggregate holdings in each series
of the Trust listed above and all other funds in the Scudder Family of
Funds and AARP Funds ranged between $___________ and $___________.
3 As of January 31, 2000, Ms. Coughlin's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
4 As of January 31, 2000, Ms. Driscoll's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
5 As of January 31, 2000, Mr. Fiedler's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
6 As of January 31, 2000, Mr. Fox's total aggregate holdings in each series
of the Trust listed above and all other funds in the Scudder Family of
Funds and AARP Funds ranged between $___________ and $___________.
7 As of January 31, 2000, Mr. Freeman's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
8 As of January 31, 2000, Dr. Hammond's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
9 As of January 31, 2000, Mr. Hunt's total aggregate holdings in each series
of the Trust listed above and all other funds in the Scudder Family of
Funds and AARP Funds ranged between $___________ and $___________.
10 As of January 31, 2000, Ms. Quirk's total aggregate holdings in each series
of the Trust listed above and all other funds in the Scudder Family of
Funds and AARP Funds ranged between $___________ and $___________.
11 As of January 31, 2000, Ms. Spero's total aggregate holdings in each series
of the Trust listed above and all other funds in the Scudder Family of
Funds and AARP Funds ranged between $___________ and $___________.
12 As of January 31, 2000, Ms. Stromberg's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
13 As of January 31, 2000, Ms. Tempel's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
14 As of January 31, 2000, Mr. Zaleznick's total aggregate holdings in each
series of the Trust listed above and all other funds in the Scudder Family
of Funds and AARP Funds ranged between $___________ and $___________.
<PAGE>
FORM OF PROXY
[LOGO] YOUR VOTE IS IMPORTANT!
[ADDRESS]
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-XXX-XXX-XXXX OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: XXX XXX XXX XXX XX *** Please fold and detach card at
perforation before mailing.
[FUND]
SCUDDER PATHWAY SERIES
Two International Place
Boston, MA 02110-4103
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
3:00 p.m., Eastern time, on July 13, 2000
The undersigned hereby appoints __________, ____________ and
____________, and each of them, the proxies of the undersigned, with the power
of substitution to each of them, to vote all shares of the [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, Massachusetts 02110-4103, on July 13, 2000 at 3:00
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>
[LOGO] YOUR VOTE IS IMPORTANT!
[ADDRESS]
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-XXX-XXX-XXXX 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 TRUSTEES OF SCUDDER PATHWAY
SERIES. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSALS. ---
Please vote by filling in the boxes below.
FOR all WITHHOLD ABSTAIN
nominees authority
listed to vote
(except as for all
noted in nominees
space listed
provided)
PROPOSAL 1
To elect Trustees to the Board of
Trustees of Scudder Pathway Series
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 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
