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Exhibit 17
FORM OF PROXY
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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
*** CONTROL NUMBER: xxx xxx xxx xxx xx *** Please fold and detach card at perforation before mailing.
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KEMPER U.S. GROWTH AND INCOME FUND
Kemper Securities Trust
222 South Riverside Plaza
Chicago, Illinois 60606
(800) [ ]
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
4:00 p.m., on May 24, 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 U.S. Growth and Income 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., 13th Floor, Two International Place, Boston, MA 02110-4103,
on May 24, 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.
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[Name]
[Address]
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Signature(s) of Shareholder(s)
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<S> <C>
[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
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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 U.S. GROWTH
AND INCOME FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSALS.
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Please vote by filling in the boxes below.
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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 Scudder Growth and Income Fund,
(ii) each shareholder of the Fund would receive shares of
Scudder Growth and Income 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.
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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
