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Exhibit 17
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.
KEMPER HIGH YIELD FUND II
Kemper Income Trust
222 South Riverside Plaza
Chicago, Illinois 60606
(800) [ ]
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
4:00 p.m., on May 15, 2001
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 Kemper High Yield Fund II (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., 13th
Floor, Two International Place, Boston, MA 02110-4103, on May 15, 2001 at 4:00
p.m., Eastern time, and at any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
Dated ____________________________, 2001
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)
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[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 KEMPER HIGH YIELD
FUND II. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSALS.
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Please vote by filling in the boxes below.
FOR AGAINST ABSTAIN
PROPOSAL 1
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To elect Trustees of the Trust. [_] [_] [_]
NOMINEES:
(01) John W. Ballantine, (02) Lewis A. Burnham,
(03) Linda C. Coughlin, (04) Donald L. Dunaway,
(05) James R. Edgar, (06) William F. Glavin,
(07) Robert B. Hoffman, (08) Shirley D. Peterson,
(09) Fred B. Renwick, (10) William P. Sommers,
(11) John G. Weithers.
INSTRUCTION: To withhold authority to vote for any
individual nominee, write the name(s) on the line
immediately below.
____________________________________________________
PROPOSAL 2
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To approve an Agreement and Plan of Reorganization for [_] [_] [_]
the Fund (the "Plan"). Under the Plan, (i) all or
substantially all of the assets and all of the
liabilities of the Fund would be transferred to Kemper
High Yield Fund, (ii) each shareholder of the Fund
would receive shares of Kemper High Yield Fund of a
corresponding class to those held by the shareholder
in the Fund in an amount equal to the value of their
holdings in the Fund, and (iii) the Fund would then be
terminated.
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PROPOSAL 3
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To ratify the selection of Ernst & Young LLP as the [_] [_] [_]
independent auditors for the Fund for the Fund's
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
