EXHIBIT 17

                                  FORM OF PROXY

                                                  YOUR VOTE IS IMPORTANT!

                                                    VOTE TODAY BY MAIL,
                                             TOUCH-TONE PHONE OR THE INTERNET
                                             CALL TOLL FREE 1-888-221-0697 OR
                                             LOG ON TO WWW.PROXYWEB.COM/XXXXX

*** CONTROL NUMBER: XXX XXX XXX XXX XX ***   Please fold and detach card at
                                             perforation before mailing.

AARP DIVERSIFIED INCOME WITH GROWTH PORTFOLIO

PROXY             SPECIAL MEETING OF SHAREHOLDERS - JULY 11, 2000

         The  undersigned  hereby  appoints John Millette,  Kathryn L. Quirk and
John R. Hebble, and each of them, the proxies of the undersigned, with the power
of substitution to each of them, to vote all shares of the above-referenced 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, MA 02110, on July 11, 2000,
at 2:00 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)







                                             YOUR VOTE IS IMPORTANT!

                                               VOTE TODAY BY MAIL,
                                        TOUCH-TONE PHONE OR THE INTERNET
                                        CALL TOLL FREE 1-888-221-0697 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 THE FUND. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE FOR THE PROPOSALS.

                   Please vote by filling in the boxes below.

                                                 FOR ALL        WITHHOLD
                                                 NOMINEES       AUTHORITY TO
                                                 LISTED         VOTE FOR ALL
                                                 (EXCEPT AS     NOMINEES LISTED
                                                 NOTED IN
                                                 SPACE
                                                 PROVIDED)
PROPOSAL 1

To elect  Trustees 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  approve  an  Agreement  and  Plan of
Reorganization  for the Fund whereby all
or  substantially  all of the assets and
liabilities   of  the   Fund   would  be
acquired  by  Scudder   Pathway  Series:
Conservative  Portfolio  in exchange for
shares  of  the  AARP  Shares  class  of
shares  of   Scudder   Pathway   Series:
Conservative Portfolio.

PROPOSAL 3

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