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:

[ ] Preliminary Proxy Statement: [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Under Rule 14a-12

Scudder Municipal Income Trust
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(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)(1)
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 identify 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:

SCUDDER HIGH INCOME TRUST
SCUDDER INTERMEDIATE GOVERNMENT TRUST
SCUDDER MULTI-MARKET INCOME TRUST
SCUDDER MUNICIPAL INCOME TRUST
SCUDDER STRATEGIC MUNICIPAL INCOME TRUST
SCUDDER STRATEGIC INCOME TRUST
222 SOUTH RIVERSIDE PLAZA CHICAGO, ILLINOIS 60606

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 24, 2001 AND PROXY STATEMENT

April 9, 2001

To the Shareholders:

You are invited to attend a joint annual meeting of the shareholders of Scudder
High Income Trust ("KHI"), Scudder Intermediate Government Trust ("KGT"),
Scudder Multi-Market Income Trust ("KMM"), Scudder Municipal Income Trust
("KTF"), Scudder Strategic Municipal Income Trust ("KSM") and Scudder Strategic
Income Trust ("KST") (individually, a "Fund" and collectively, the "Funds"). The
meeting will be held in the offices of Zurich Scudder Investments, Inc., 13th
Floor, Two International Place, Boston, Massachusetts 02110-4103 ("ZSI" or the
"Adviser"), on Thursday, May 24, 2001 at 11:00 a.m. Eastern time, for the
following purposes and to transact such other business, if any, as may properly
come before the meeting:

1. To elect Trustees to the Board of each Fund as outlined below:
a. For KHI, KGT, KMM and KST only, to elect twelve Trustees to the Board of
each Fund; and
b. For KTF and KSM only, to elect twelve Trustees to the Board of each Fund
with ten Trustees to be elected by the holders of Preferred and Common
Shares voting together and two Trustees to be elected by holders of the
Preferred Shares only.

2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors of each Fund for the current fiscal year.

The Board of each Fund has fixed the close of business on March 28, 2001 as the
record date for determining the shareholders of each Fund entitled to notice of
and to vote at the meeting. Shareholders are entitled to one vote for each share
held.

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR ALL ITEMS
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. SIGN, DATE
AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED. TO SAVE YOUR FUND THE COST
OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY CARD PROMPTLY.
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[Scudder Logo]

The accompanying proxy is solicited by the Board of each Fund for voting at the
joint annual meeting of shareholders to be held on May 24, 2001, and at any and
all adjournments thereof (the "Meeting"). The shareholders of each Fund will
vote separately on the items presented at the Meeting. This proxy statement was
first mailed to shareholders on or about April 9, 2001.

The Board of each Fund recommends shareholders vote FOR ITEMS 1 AND 2. The vote
required to approve both items is described under "Miscellaneous."

The Board of each Fund has fixed the close of business on March 28, 2001 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting. As of March 28, 2001, shares of the Funds were issued and
outstanding as follows:

FUND SHARES
---- ----------

KHI......................... 30,519,783
KGT......................... 33,996,171
KMM......................... 20,151,869
KTF
Common.................... 38,832,628
Preferred................. 53,000
KSM
Common.................... 10,747,327
Preferred................. 2,800
KST......................... 3,471,017

KTF AND KSM ONLY. Pursuant to the Amended and Restated Agreement and Declaration
of Trust of each Fund, the Board may authorize separate classes of shares of
beneficial interest. The Board of each Fund has authorized, and each Fund has
issued, common shares of beneficial interest (the "Common Shares") and preferred
shares of beneficial interest (the "Preferred Shares"). The Common Shares and
the Preferred Shares have different powers, rights, preferences and privileges,
qualifications, limitations and restrictions with respect to, among other
things, dividends, liquidation, redemption and voting as more fully set forth in
the Certificate of Designation for Preferred Shares that established the

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Preferred Shares. For KTF, the Common Shares were first issued on October 20,
1988 and the Preferred Shares were first issued on July 24, 1989 (Series A, B, C
and D) and November 24, 1999 (Series E). For KSM, the Common Shares were first
issued on March 22, 1989 and the Preferred Shares were first issued on September
21, 1999. At the Meeting, the holders of the Preferred Shares, voting as a
separate class, are entitled to elect two Trustees, and the holders of the
Common Shares and the Preferred Shares, voting together as a single class, are
entitled to elect the ten remaining Trustees. On Item 2, the holders of the
Common Shares and Preferred Shares will vote together as a single class.

ITEM 1. ELECTION OF TRUSTEES TO THE BOARDS

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES
NAMED BELOW.

At the Meeting, shareholders of each Fund will be asked to elect twelve
individuals (ten individuals for holders of Common Shares of KTF and KSM only)
to constitute the Board of Trustees of each Fund. The election of new Board
members arises out of a restructuring program proposed by ZSI, the investment
manager of each Fund, whereby ZSI seeks to consolidate its fund line-up under
the "Scudder" name. Prior to January 1, 2001, each Fund was named "Kemper." The
restructuring program is designed to respond to changing industry conditions and
investor needs. ZSI believes that the overall restructuring will permit it to
streamline its administrative infrastructure and focus its distribution efforts.
In connection with that initiative, those individuals who have no affiliation
with ZSI and who are not considered "interested" Trustees (the "Independent
Trustees") of the two separate boards of the "Kemper" funds proposed to
consolidate into a single board. The twelve individuals who have been nominated
for election as Trustees of each Fund were nominated after careful consideration
by each Fund's present Board of Trustees. The nominees are listed below. Four of
the nominees are currently Trustees of each Fund and six of the nominees are
currently trustees or directors of other funds advised by ZSI. Two of the
nominees, although not currently trustees or directors of any funds advised by
ZSI, are senior executive officers of ZSI. These twelve nominees are also being
nominated for election as trustees or directors of a number of other funds
advised by ZSI. The proposed slate of nominees reflects an effort to consolidate
the separate boards who have historically supervised certain groups of funds
advised by ZSI. The proposed consolidation is expected to provide administrative
efficiencies to both the Funds and ZSI.

It is intended that the proxies will be voted for the election of the nominees
described below. Each Trustee so elected will serve as a Trustee of the
respective Fund commencing on July 1, 2001 until the next meeting of
shareholders, if any, called for the purpose of electing Trustees and

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until the election and qualification of a successor or until such Trustee sooner
dies, resigns or is removed as provided in the organizational documents of each
Fund.

KTF AND KSM ONLY. As indicated above, holders of the Preferred Shares are
entitled to elect two Trustees. Messrs. Glavin and Weithers are nominees for
election by holders of the Preferred Shares of each Fund. In addition, ten other
Trustees are to be elected by holders of the Common Shares and the Preferred
Shares, voting together as a single class. Ms. Peterson and Messrs. Ballantine,
Burnham, Casady, Coughlin, Dunaway, Edgar, Hoffman, Renwick and Sommers are
nominees for election by all shareholders.

All the nominees listed below have consented to serve as Trustees of the
respective Funds, if elected. In case any nominee shall be unable or shall fail
to act as a Trustee by virtue of an unexpected occurrence, the proxies may be
voted for such other person(s) as shall be determined by the persons acting
under the proxies in their discretion. Each nominee and Trustee standing for
re-election as well as those not standing for re-election are listed below. The
address of each nominee is c/o Zurich Scudder Investments, Inc., 222 South
Riverside Plaza, Chicago, Illinois 60606.

NOMINEES FOR ELECTION AS TRUSTEES

YEAR FIRST
NAME (DATE OF BIRTH), PRINCIPAL BECAME A
OCCUPATION AND AFFILIATIONS BOARD MEMBER
------------------------------- --------------

John W. Ballantine (2/16/46),(1) Retired; Nominee
formerly, First Chicago NBD Corporation/The
First National Bank of Chicago: 1996-1998,
Executive Vice President and Chief Risk
Management Officer; 1995-1996, Executive Vice
President and Head of International Banking;
Director, First Oak Brook Bancshares, Inc.,
Oak Brook Bank and Tokheim Corporation.
Lewis A. Burnham (1/8/33),(1) Retired; Nominee
formerly, Partner, Business Resources Group;
formerly, Executive Vice President, Anchor
Glass Container Corporation.
Mark S. Casady (9/12/60),* Managing Director, Nominee
ZSI; formerly, Institutional Sales Manager of
an unaffiliated mutual fund distributor.
Linda C. Coughlin (1/1/52),*(2) Managing 2000-All
Director, ZSI.

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YEAR FIRST
NAME (DATE OF BIRTH), PRINCIPAL BECAME A
OCCUPATION AND AFFILIATIONS BOARD MEMBER
------------------------------- --------------

Donald L. Dunaway (3/8/37),(1) Retired; Nominee
formerly, Executive Vice President, A.O. Smith
Corporation (diversified manufacturer).
James R. Edgar (7/22/46),(3) Distinguished 1999-All
Fellow, University of Illinois Institute of
Government and Public Affairs; Director,
Kemper Insurance Companies; Director, John B.
Sanfilippo & Son, Inc.; Director, Horizon
Group Properties, Inc.; formerly, Governor,
State of Illinois.
William F. Glavin (8/30/58),* Managing Nominee
Director, ZSI; formerly, Executive Vice
President of Market and Product Development,
The Dreyfus Corporation.
Robert B. Hoffman (12/11/36),(1) Retired; Nominee
formerly, Chairman, Harnischfeger Industries,
Inc. (machinery for the mining and paper
industries); formerly, Vice Chairman and Chief
Financial Officer, Monsanto Company
(agricultural, pharmaceutical and
nutritional/food products); formerly, Vice
President, Head of International Operations,
FMC Corporation (manufacturer of machinery and
chemicals); Director, Harnischfeger
Industries, Inc.
Shirley D. Peterson (9/3/41),(1) Retired; Nominee
formerly, President, Hood College; formerly,
Partner, Steptoe & Johnson (attorneys); prior
thereto, Commissioner, Internal Revenue
Service; prior thereto, Assistant Attorney
General (Tax), U.S. Department of Justice;
Director, Bethlehem Steel Corp.
Fred B. Renwick (2/1/30),(3) Professor of 1995-All
Finance, New York University, Stern School of
Business; Director, the Wartburg Foundation;
Chairman, Finance Committee of Morehouse
College Board of Trustees; Director, American
Bible Society Investment Committee;
previously, member of the Investment Committee
of Atlanta University Board of Trustees;
formerly, Director of Board of Pensions
Evangelical Lutheran Church in America.

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YEAR FIRST
NAME (DATE OF BIRTH), PRINCIPAL BECAME A
OCCUPATION AND AFFILIATIONS BOARD MEMBER
------------------------------- --------------

William P. Sommers (7/22/33),(1) Retired; Nominee
formerly, President and Chief Executive
Officer, SRI International (research and
development); prior thereto, Executive Vice
President, Iameter (medical information and
educational service provider); prior thereto,
Senior Vice President and Director, Booz,
Allen & Hamilton Inc. (management consulting
firm); Director, PSI Inc., Evergreen Solar,
Inc. and Litton Industries; Advisor,
Guckenheimer Enterprises; Consultant and
Director, SRI/Atomic Tangerine.
John G. Weithers (8/8/33),(3) Formerly, 1993-All Funds
Chairman of the Board and Chief Executive except KST
Officer, Chicago Stock Exchange; Director, 1994-KST
Federal Life Insurance Company; President of
the Members of the Corporation and Trustee,
DePaul University; Director, International
Federation of Stock Exchanges; Director,
Records Management Systems.

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* Interested persons of the Funds as defined in the Investment Company Act of
1940, as amended ("1940 Act").
(1) Messrs. Ballantine, Burnham, Dunaway, Hoffman, Sommers and Ms. Peterson
serve as board members of 26 investment companies, with 45 portfolios
managed by ZSI.
(2) Ms. Coughlin serves as a board member of 56 investment companies with 137
portfolios managed by ZSI.
(3) Messrs. Edgar, Renwick and Weithers serve as board members of 16 investment
companies with 58 portfolios managed by ZSI.

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TRUSTEES NOT STANDING FOR RE-ELECTION:

PRESENT OFFICE WITH THE TRUST;
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME (DATE OF BIRTH) AND DIRECTORSHIPS
-------------------- ----------------------------------

James E. Akins (10/15/26) Trustee; Consultant on International,
Political and Economic Affairs;
formerly, a career U.S. Foreign
Service Officer, Energy Adviser for
the White House and U.S. Ambassador
to Saudi Arabia, 1973-1976.
Arthur R. Gottschalk (2/13/25) Trustee; Retired; formerly,
President, Illinois Manufacturers
Association; Trustee, Illinois
Masonic Medical Center; formerly,
Illinois State Senator; formerly,
Vice President, The Reuben H.
Donnelley Corp.; formerly, attorney.
Frederick T. Kelsey (4/25/27) Trustee; Retired; formerly,
Consultant to Goldman, Sachs & Co.;
formerly, President, Treasurer and
Trustee of Institutional Liquid
Assets and its affiliated mutual
funds; formerly, President and
Trustee, Northern Institutional
Funds; formerly, President and
Trustee, Pilot Funds.

RESPONSIBILITIES OF THE BOARD OF TRUSTEES--BOARD AND COMMITTEE MEETINGS

The primary responsibility of the Board is to represent the interests of the
shareholders of the Funds and to provide oversight of the management of the
Funds. The board that is proposed for election at this Meeting is comprised of
three individuals who are considered "interested" Trustees, and nine individuals
who are Independent Trustees. The SEC has recently adopted rules that require a
majority of the board members of a fund to be "independent" if the fund takes
advantage of certain exemptive rules under the 1940 Act. If the proposed Board
of Trustees is approved by shareholders, 75% will be Independent Trustees. Each
of the nominees that will be considered an Independent Trustee, if elected, has
been

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selected and nominated solely by the current Independent Trustees of each Fund.

Each Board meets multiple 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.
Furthermore, the Independent Trustees review the fees paid to the Adviser and
its affiliates for investment advisory services and other administrative and
shareholder services. Each Board has adopted specific policies and guidelines
that, among other things, seek to further enhance the effectiveness of the
Independent Trustees in performing their duties. 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, and regularly meet privately with their counsel.

Each Board has an audit and governance committee (the "Committee"). The
Committee makes recommendations regarding the selection of independent auditors
for each Fund, confers with the independent auditors regarding each Fund's
financial statements, the results of audits and related matters, reviews and
discusses each Fund's audited financial statements with ZSI, seeks and reviews
nominees for Board membership and performs such other tasks as the respective
Board assigns. Based on review with ZSI and the independent auditors of each
Fund's financial statements, the Committee recommended to each Board that the
audited financial statements be included in the annual report provided to
shareholders for each Fund's 2000 fiscal year. The Committee is comprised of
only Independent Trustees, receives annual representations from the auditors as
to their independence, and has a written charter adopted by each Board, (a copy
of the charter is attached hereto as Appendix 1), that delineates the
Committee's duties and powers. In addition, as required by Section
303.01(B)(2)(a) of the New York Stock Exchange ("NYSE") listing standards, none
of the Committee members have a relationship with the Fund that may interfere
with the exercise of their independence from management and the Fund, and each
Committee member meets the independence requirements of Section 303.01(B)(3).
The Committee also proposes the nominees for election by the shareholders and
oversees the administration of each Fund's Governance Procedures and Guidelines.
Shareholders wishing to submit the name of a candidate for consideration by the
Committee should submit their recommendations to the secretary of the applicable
Fund. Currently, the members of the Committee are Messrs. Akins, Edgar,
Gottschalk, Kelsey, Renwick, and Weithers. The Committee to each Fund met four
times during its 2000 fiscal year

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(November 30, 2000 for KHI, KMM, KTF, KSM and KST and December 31, 2000 for
KGT).

COMPENSATION OF TRUSTEES

Each Fund pays the Independent Trustees an annual retainer (paid in quarterly
installments) plus expenses, and an attendance fee for each Board meeting and
committee meeting attended. As reflected above, the Trustees currently serve as
board members of various investment companies for which ZSI serves as investment
manager. ZSI supervises each Fund's investments, pays the compensation and
expenses of its personnel who serve as Trustees and officers on behalf of the
Trust and receives a management fee for its services. Several of the officers
and Trustees are also officers, directors, employees or stockholders of ZSI and
participate in the fees paid to that firm, although the Funds make no direct
payments to them. Trustees or officers of a Fund who are "interested persons"
receive no compensation from such Fund. The Board of each Fund met eight times
during its 2000 fiscal year. Each then current Trustee attended 75% or more of
the respective meetings of the Board and the Committee (if then a member
thereof) held during its 2000 fiscal year.

To facilitate the restructuring of the boards discussed above, certain
Independent Trustees agreed not to stand for re-election. Independent Trustees
of the Funds are not entitled to benefits under any pension or retirement plan.
However, the Board of each fund whose board is being restructured determined
that, particularly given the benefits that would accrue to the funds from the
restructuring of the boards, it was appropriate to provide the four Independent
Trustees who were not standing for re-election for various funds a one-time
benefit. The cost of such benefit is being allocated among all the affected
funds, with ZSI agreeing to bear one-half of the cost of such benefit, given
that ZSI also benefits from administrative efficiencies of a consolidated board.
Messrs. Akins, Gottschalk and Kelsey, Independent Trustees of each Fund who are
not standing for re-election, will each receive such a one-time benefit. The
amount received by a trustee on behalf of each fund for which he serves as an
Independent Trustee ranges from $478 to $6,124 (approximately $225,000 in the
aggregate for all "Kemper" funds) for Mr. Akins; $159 to $2,035 (approximately
$75,000 in the aggregate for all "Kemper" funds) for Mr. Gottschalk; and $797 to
$10,194 (approximately $375,000 in the aggregate for all "Kemper" funds) for Mr.
Kelsey.

The table below shows, for each Trustee entitled to receive compensation from
the Funds, the aggregate compensation paid or accrued during each Fund's 2000
fiscal year and the total compensation that the funds advised by ZSI
(collectively, the "Fund Complex") paid or accrued during calendar year 2000.

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AGGREGATE
AGGREGATE COMPENSATION FROM FUND COMPENSATION
--------------------------------------------------------------------- FROM FUND
NAME OF TRUSTEE KHI KGT KMM KTF KSM KST COMPLEX(2)(3)
--------------- --------- --------- --------- --------- --------- --------- -------------

James E. Akins....... $3,359.18 $3,497.59 $2,814.28 $7,393.10 $3,044.84 $1,781.66 $195,480.00
James R. Edgar....... $3,359.17 $3,497.60 $3,029.29 $6,634.09 $3,044.83 $1,781.66 $195,080.00
Arthur R.
Gottschalk(1)....... $4,560.19 $3,874.15 $3,015.74 $6,020.35 $3,543.83 $2,542.75 $195,080.00
Frederick T.
Kelsey.............. $3,444.71 $3,592.21 $3,101.43 $7,666.55 $3,119.57 $1,798.94 $200,300.00
Fred B. Renwick...... $2,845.96 $2,929.95 $2,596.42 $4,993.36 $2,596.42 $1,677.98 $204,620.00
John G. Weithers..... $3,786.86 $3,970.63 $3,390.00 $8,760.38 $3,418.52 $1,868.06 $239,180.00

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(1) Includes deferred fees. Pursuant to deferred compensation agreements with
the Funds, deferred amounts accrue interest monthly at a rate approximate to
the yield of Zurich Money Funds--Zurich Money Market Fund. Total deferred
fees (including interest thereon) payable to Mr. Gottschalk are $22,465,
$22,241, $20,855, $33,089, $30,341, and $12,786 from KHI, KGT, KMM, KTF, KSM
and KST, respectively.
(2) Includes compensation for service on the boards of 16 funds advised by ZSI
comprised of 61 fund portfolios. Each Trustee currently serves on the boards
of 16 funds advised by ZSI comprised of 58 fund portfolios.
(3) Aggregate compensation reflects amounts paid to the Trustees for numerous
special meetings in connection with the ZSI restructuring initiative (which
included a comprehensive review of ZSI's proposals, including a branding
change, combinations of certain funds (including tax implications),
liquidations of certain funds, implementation of an administrative agreement
for certain funds (including fee caps) and the consolidation of certain
boards). Such amounts totaled $38,880, $39,420, $39,420, $43,200, $47,520,
and $82,080 for Messrs. Akins, Edgar, Gottschalk, Kelsey, Renwick and
Weithers, respectively. A portion of these meeting fees was borne by ZSI.

FUND OFFICERS. Information about the executive officers of the Fund, with their
respective dates of birth, terms as Fund officers indicated and principal
occupation for the past five years, is set forth below.

J. Patrick Beimford, Jr. (5/25/50), vice president of KMM since 2/17/93 and KST
since 4/14/94, is a managing director of the Adviser.

Mark S. Casady (9/21/60), president of each Fund since 1/21/98, is a managing
director of the Adviser.

Philip J. Collora (11/15/45), vice president of each Fund except KST since
2/1/90 and KST since 3/2/90, and assistant secretary of each Fund since 1/24/01.
Mr. Collora is a senior vice president of the Adviser.

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Philip G. Condon (8/15/60), vice president of KTF and KSM since 7/14/99, is a
managing director of the Adviser.

Linda C. Coughlin (1/1/52), vice president and chairman of each Fund since
1/24/01, is a managing director of the Adviser.

Jan C. Faller (8/8/66), vice president of KMM and KST since 1/24/01, is a senior
vice president of the Adviser; prior thereto, Board and Currency Investment
Manager of an unaffiliated investment management firm.

John R. Hebble (6/27/59), treasurer of each Fund since 5/20/98, is a senior vice
president of the Adviser.

Maureen E. Kane (2/14/62), secretary of each Fund since 1/24/01. Ms. Kane is a
vice president of the Adviser; formerly, Assistant Vice President of an
unaffiliated investment management firm; prior thereto, Associate Staff Attorney
of an unaffiliated investment management firm; Associate, Peabody & Arnold (law
firm).

Brenda Lyons (2/21/63), assistant treasurer of each Fund since 9/22/98, is a
senior vice president of the Adviser.

Caroline Pearson (4/1/62), has been an assistant secretary of each Fund since
1/21/98. Ms. Pearson is a managing director of the Adviser; formerly, Associate,
Dechert Price & Rhodes (law firm).

Kathryn L. Quirk (12/3/52), vice president of each Fund since 1/21/98, is a
managing director of the Adviser.

Harry E. Resis, Jr. (11/24/45), vice president of KHI since 2/17/93, is a
managing director of the Adviser.

Richard L. Vandenberg, Jr. (11/16/49), vice president of KGT since 3/6/96, is a
managing director of the Adviser.

Linda J. Wondrack (9/12/64), vice president of each Fund since 1/21/98, is a
managing director of the Adviser.

The officers of each Fund are elected by the Board of the Fund on an annual
basis to serve until their successors are elected and qualified.

SHAREHOLDERS. As of December 31, 2000, each executive officer, nominee and
Trustee of each Fund individually, and the officers and Trustees as a group,
owned beneficially less than 1% of the outstanding shares of each Fund. Appendix
2 hereto sets forth the beneficial ownership of each Fund's shares for each
Trustee and nominee of the Funds individually and as group with the executive
officers of each Fund. As of December 31, 2000, no person is known to any Fund
to have owned beneficially more than 5% of the shares of such Fund, except as
provided in Appendix 3 hereto.

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SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 30(h) of the 1940
Act and Section 16(a) of the Securities Exchange Act of 1934 require each Fund's
officers and Trustees, the Adviser, affiliated persons of the Adviser and
persons who own more than ten percent of a registered class of the Fund's equity
securities to file forms reporting their affiliation with that Fund and reports
of ownership and changes in ownership of that Fund's shares with the Securities
and Exchange Commission (the "SEC") and the NYSE. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section 16(a)
forms they file. Based solely upon its review of the copies of such forms
received by it, and written representations from certain reporting persons that
no year-end reports were required for those persons, each Fund believes that
during the fiscal year ended November 30, 2000 (December 31, 2000 for KGT), such
reporting persons complied with all applicable filing requirements, except that
Harold D. Kahn filed a Form 3 late during the 2000 fiscal year.

INVESTMENT MANAGER. Zurich Scudder Investments, Inc. ("ZSI" or the "Adviser"),
345 Park Avenue, New York, NY 10154, serves as each Fund's investment adviser
and manager pursuant to an investment management agreement.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS FOR EACH FUND.

Each Board, including all of the Independent Trustees, has selected Ernst &
Young LLP ("E&Y"), independent auditors, to audit the books and records of each
Fund for the current fiscal year and recommends that shareholders ratify such
selection. This firm has served each Fund in this capacity since the Fund was
organized and has no direct or indirect financial interest in any Fund except as
independent auditors. The selection of E&Y as independent auditors of each Fund
is being submitted to the shareholders for ratification. A representative of E&Y
is expected to be present at the Meeting and will be available to respond to any
appropriate questions raised at the Meeting and may make a statement.

The following table shows fees paid to E&Y during each Fund's most recent fiscal
year. The information in the column "Audit Fees" shows the amounts paid to E&Y
for the audit and review of financial statements of each Fund. The information
in the columns "Financial Information Systems Design and Implementation Fees"
and "All Other Fees" shows the aggregate amounts paid to E&Y by each Fund, ZSI
and all entities controlling, controlled by, or under common control with ZSI
that provide services to the Funds. The Committee of each Board has gener-

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ally considered whether E&Y's receipt of non-audit fees from the Funds, ZSI, and
all entities controlling, controlled by, or under common control with ZSI that
provide services to the Funds is compatible with maintaining E&Y's independence.

FINANCIAL
INFORMATION
SYSTEMS DESIGN
AND
IMPLEMENTATION ALL OTHER
AUDIT FEES FEES FEES(1)
---------- -------------- ---------

Kemper High Income Trust........ $39,150 0 $300
Kemper Intermediate Government
Trust......................... $37,050 0 $300
Kemper Multi-Market Income
Trust......................... $36,550 0 $300
Kemper Municipal Income Trust... $58,650 0 $300
Kemper Strategic Municipal
Income Trust.................. $57,550 0 $300
Kemper Strategic Income Trust... $40,050 0 $300

- ---------------

(1) In addition to the amount shown in the table for the Funds, E&Y received an
aggregate amount of $2,785,000, which includes $787,000 for services
performed on behalf of the Funds and other ZSI-advised funds and $1,998,000
for services performed for ZSI and other related entities that provide
support for the operations of the funds.

MISCELLANEOUS

GENERAL. The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in connection with
solicitation of proxies will be paid by the Funds, including any additional
solicitation made by letter, telephone or facsimile. In addition to solicitation
by mail, certain officers and representatives of the Funds, officers and
employees of the Adviser 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. The Funds have engaged
Georgeson Shareholder Communications Inc. ("GSC") to assist in the solicitation
of proxies at a total estimated cost of $9,500 per Fund plus expenses. Failure
of a quorum to be present at the Meeting for a Fund will necessitate adjournment
for that Fund and will subject the Fund to additional expense. A COPY OF A
FUND'S ANNUAL REPORT IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY WRITING TO SUCH
FUND, 222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606 OR BY CALLING
1-800-294-4366.

13
15

PROPOSALS OF SHAREHOLDERS. It is currently anticipated that the 2002 annual
meeting of shareholders will be held in May. A shareholder wishing to submit a
proposal for inclusion in a Fund's proxy statement for the 2002 annual meeting
of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934
should send such written proposal to the Secretary of the Fund within a
reasonable time before the solicitation of proxies for such meeting. A Fund will
treat any such proposal received no later than December 10, 2001 as timely. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) to a Fund of a proposal submitted outside of the process of Rule
14a-8 must submit such written notice to the Secretary of the Fund within a
reasonable time before the solicitation of proxies for such meeting. A Fund will
treat any such notice received no later than February 22, 2002 as timely. The
timely submission of a proposal, however, does not guarantee its inclusion under
either rule.

OTHER MATTERS TO COME BEFORE THE MEETING. The Boards are not aware of any
matters that will be presented for action at the Meeting other than those 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 with respect to any such other matters in
accordance with their best judgment in the interest of the Fund.

VOTING, QUORUM. Each valid proxy will be voted in accordance with the
instructions on the proxy and as the persons named in the proxy determine on
such other business as may come before the Meeting. If no instructions are
given, the proxy will be voted for the election as Board members of the persons
who have been nominated for such Fund and as recommended by the Board on each
other item. Shareholders who execute proxies may revoke them at any time before
they are voted, either by writing to the Fund or in person at the time of the
Meeting. Proxies given by telephone or electronically transmitted instruments
may be counted if obtained pursuant to procedures designed to verify that such
instructions have been authorized.

Item 1, election of Trustees for a Fund, requires a plurality vote of the shares
of such Fund. As noted previously, the holders of the Preferred Shares of KTF
and KSM, voting as a separate class for each respective Fund, are entitled to
elect two Trustees and the holders of the Common Shares and Preferred Shares of
KTF and KSM, voting together as a single class for each Fund, are entitled to
elect the ten remaining Trustees. Item 2, ratification of the selection of
independent auditors for a Fund, requires the affirmative vote of a majority of
the shares of the Fund voting on the matter. On Item 1, abstentions and broker
non-votes will have no effect; the persons receiving the largest number of votes
will be elected.

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16

On Item 2, abstentions and broker non-votes will not be counted as votes cast
and will have no effect on the result of the vote.

At least 50% of the shares of a Fund must be present, in person or by proxy, in
order to constitute a quorum for that Fund. Thus, the meeting for a particular
Fund could not take place on its scheduled date if less than 50% of the shares
of that Fund were represented.

THE BOARD OF EACH FUND RECOMMENDS AN AFFIRMATIVE VOTE ON ALL ITEMS APPLICABLE TO
THAT FUND.

PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

By order of the Boards,
Maureen E. Kane
Secretary

15
17

APPENDIX 1

AUDIT AND GOVERNANCE COMMITTEE CHARTER
ADOPTED MARCH 22, 2000

I. PURPOSE

The Audit and Governance Committee is a committee of the Board of the Fund. Its
primary function is to assist the Board in fulfilling certain of its
responsibilities.

A primary function of the Audit and Governance Committee is to serve as an
independent and objective party to monitor the Fund's accounting policies,
financial reporting and internal control system. The Audit and Governance
Committee also serves to provide an open avenue of communication among the
independent accountants, Fund management, and the Board.

- - Fund management has the primary responsibility to establish and maintain
systems for accounting, reporting, and internal control.

- - The independent accountants have the primary responsibility to plan and
implement a proper audit of the accounting, reporting, and internal control
practices.

Another primary function of the Audit and Governance Committee is to identify
and recommend individuals for membership on the Board and oversee the
administration of the Board Governance Procedures and Guidelines.

The Audit and Governance Committee may have additional functions and
responsibility as deemed appropriate by the Board and the Audit and Governance
Committee.

II. COMPOSITION

The Audit and Governance Committee shall be comprised of three or more board
members(1) as determined by the Board, each of whom shall be an independent
board member, and free from any relationship that, in the opinion of the Board,
would interfere with the exercise of his or her independent judgment as a member
of the Audit and Governance Committee. For purposes of the Audit and Governance
Committee, a board member is independent if he or she is not an "interested
person" of the Fund as that term is defined in the Investment Company Act of
1940 and

- ---------------

(1) To the extent the Fund is organized as a Massachusetts business trust, any
references to "directors" or "board members" shall be deemed to mean
"trustees."
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18

meets the independence requirements set forth in New York Stock Exchange Rule
303.01(B)(3). Each member of the Audit and Governance Committee shall be
financially literate, as such qualification is interpreted by the Board in its
business judgment (or must become financially literate within a reasonable time
after his or her appointment to the Audit and Governance Committee). At least
one member of the Audit and Governance Committee must have accounting or related
financial management expertise, as the Board interprets such qualification in
its business judgment.

The members and chairman of the Audit and Governance Committee shall be elected
by the Board annually and serve until their successors shall be duly elected and
qualified.

III. MEETINGS

The Audit and Governance Committee shall meet four times annually, or more
frequently as circumstances dictate. Special meetings (including telephone
meetings) may be called by the Chair or a majority of the members of the Audit
and Governance Committee upon reasonable notice to the other members of the
Audit and Governance Committee. As part of its job to foster open communication,
the Audit and Governance Committee should meet annually with senior Fund
management responsible for accounting and financial reporting and the
independent accountants in separate executive sessions to discuss any matters
that the Audit and Governance Committee, or any of such other persons, believes
should be discussed privately.

IV. RESPONSIBILITIES AND DUTIES

A. AUDIT

To fulfill its responsibilities and duties the Audit and Governance Committee
shall:

1. DUTIES/REPORTS/REVIEW

a. Review, annually, with Fund management and the independent accountants,
the organizational structure, reporting relationship, adequacy of
resources and qualifications of the senior Fund management personnel
responsible for accounting and financial reporting.

b. Review, annually, with Fund management and the independent accountants,
their separate evaluation of the adequacy of the Fund's system of internal
controls.

c. Review, with Fund management and the independent accountants, the SAS 70
prepared by Fund management's independent account-

17
19

ants and the internal reports, if any, to Fund management prepared by the
Manager's internal auditing department, related to the Fund's systems for
accounting, reporting and internal controls and Fund management's
response, if any.

d. Review, annually, with Fund management and the independent accountants,
policies for valuation of Fund portfolio securities, and the frequency and
magnitude of pricing errors.

e. Review with Fund management and the independent accountants, the Fund's
audited financial statements (including, but not limited to, the matters
required to be discussed by statement on Auditing Standards No. 61), and
recommend to the Board, if appropriate, that the audited financial
statements be included in the Fund's annual report to shareholders
required by Section 30(e) of the Investment Company Act of 1940 and Rule
30d-1 thereunder.

2. INDEPENDENT ACCOUNTANTS

a. Recommend to the Board the selection of the independent accountants,
considering independence, performance and effectiveness, and approve the
fees and other compensation to be paid to the independent accountants, on
the condition that the independent accountants are ultimately accountable
to the Board and the Audit and Governance Committee and that the Audit and
Governance Committee and the Board, consistent with the requirements of
the Investment Company Act of 1940 and relevant state law, have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent accountants (or to nominate the
independent accountants to be proposed for shareholder approval in any
proxy statement). On an annual basis, request, receive and review the
independent accountants' specific representations as to their
independence, including identification of all significant relationships
the accountants have with the Fund, Fund management and any affiliate and
any material service provider of the Fund (including, but not limited to,
disclosures regarding the independent accountants' independence required
by Independence Standards Board Standard No. 1), and recommend that the
Board take appropriate action, if any, in response to the independent
accountants' report to satisfy itself of the independent accountants'
independence.

b. Meet with the independent accountants and Fund management to review the
scope of the proposed audit for the current year, and at the conclusion
thereof review such audit, including any comments or recommendations of
the independent accountants or Fund management, including their assessment
about significant risks or

18
20

exposures and the steps taken by Fund management to minimize such risks to
the Fund.

c. Review the management letter prepared by the independent accountants and
Fund management's response.

d. Consider for approval any significant special projects for the Fund by the
independent accountants.

3. FINANCIAL REPORTING PROCESSES

a. Consider the independent accountants' judgment about the quality and
appropriateness of the Fund's accounting policies as applied in its
financial reporting.

b. Review any major changes to the Fund's accounting policies as suggested by
the independent accountants or Fund management.

c. Review any significant disagreement among Fund management and the
independent accountants in connection with the preparation of the Fund's
annual and semi-annual reports, including any difficulties encountered and
any restrictions on the scope of the work or access to information.

4. PROCESS IMPROVEMENTS

Review with the independent accountants and Fund management changes or
improvements in significant accounting and auditing processes that have been
implemented.

B. GOVERNANCE

To fulfill its responsibilities and duties the Audit and Governance Committee
shall:

1. BOARD NOMINATIONS AND FUNCTIONS

a. Identify and recommend individuals for director membership on the Board.
The principal criterion for selection of candidates is their ability to
carry out the responsibilities of the Board. In addition, the following
factors are taken into consideration:

(i) The Board collectively should represent a broad cross section of
backgrounds, functional disciplines and business experience.

(ii) Candidates should exhibit stature commensurate with the
responsibility of representing shareholders.

(iii) Candidates shall affirm their availability and willingness to strive
for high attendance levels at regular and special meetings, and
participate in committee activities as needed.

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21

(iv) Candidates should represent the best choices available based upon
thorough identification, investigation and recruitment of candidates.

b. Review the Board Governance Procedures and Guidelines, annually, and
recommend changes, if any, to the Board.

c. Periodically review the composition of the Board to determine whether it
may be appropriate to add individuals with different backgrounds or skill
sets from those already on the Board.

d. Review annually, Independent Director compensation, including compensation
deferral programs and Fund ownership criteria, and recommend any
appropriate changes to the Independent Directors as a group.

e. Coordinate with legal counsel to the Independent Directors, an annual
evaluation of the performance of the Board.

f. Oversee the development and implementation by the Fund's investment
manager and legal counsel for the Independent Directors of a program for
the orientation of new Independent Directors and ongoing education for
Independent Directors.

2. COMMITTEE NOMINATIONS AND FUNCTIONS

a. Identify and recommend individuals for membership on all committees and
shall review committee assignments at least annually.

b. Review as necessary the responsibilities of any committees of the Board,
whether there is a continuing need for each committee, whether there is a
need for additional committees of the Board, and whether committees should
be combined or reorganized.

3. SUPERVISION OF LEGAL COUNSEL

Monitor the performance of legal counsel employed by the Fund and the
Independent Directors, and be responsible for the supervision of counsel to the
Independent Directors.

C. OTHER POWERS AND RESPONSIBILITIES

1. Review this Charter, annually, and recommend changes, if any, to the Board.

2. Investigate any other matter brought to its attention within the scope of its
duties, with the power to retain outside counsel or other experts for this
purpose at the expense of the Fund, if, in its judgment, that is appropriate.

20
22

3. Perform any other activities consistent with this Charter, the Fund's
Charter, By-Laws and governing law, as the Audit and Governance Committee or the
Board deems necessary or appropriate.

4. Maintain minutes of Audit and Governance Committee meetings and report to the
Board.

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23

APPENDIX 2

TRUSTEE AND NOMINEE SHAREHOLDINGS

Many of the nominees and Trustees own shares of funds in the Kemper family of
funds, allocating their investments among such funds based on their individual
needs. The following table sets forth, for each nominee and Trustee, the number
of shares beneficially owned in each Fund as of December 31, 2000. The third
column in the table represents the aggregate dollar value of all shareholdings
as of December 31, 2000 by each Trustee or nominee in all "Kemper" funds advised
by ZSI for which such person is a board member or nominee. As of December 31,
2000, each nominee and Trustee individually, and the officers and Trustees as a
group, owned beneficially less than 1% of the outstanding shares of each Fund.

AGGREGATE DOLLAR VALUE
OF HOLDINGS IN
"KEMPER" FUNDS
ADVISED BY ZSI
FOR WHICH EACH PERSON
NUMBER OF SHARES IS A BOARD MEMBER
NAME OF TRUSTEE/NOMINEE BENEFICIALLY OWNED OR NOMINEE
----------------------- ------------------ ----------------------

James E. Akins, Trustee 0 $ 626,903.44
John W. Ballantine, nominee 0 $ 75,486.13
Lewis A. Burnham, nominee 0 $1,340,184.39
Mark S. Casady, nominee 0 $ 50,562.09
Linda C. Coughlin, Trustee 0 $ 59,963.12
Donald L. Dunaway, nominee 0 $1,553,693.30
James R. Edgar, Trustee 0 0
William F. Glavin, nominee 0 0
Arthur R. Gottschalk, Trustee KHI - 1,900 $ 56,520.00
KGT - 1,000
KMM - 800
KTF - 800
KSM - 1,000
KST - 800
Robert B. Hoffman, nominee 0 $1,357,197.94
Frederick T. Kelsey, Trustee KHI - 2,400 $ 177,117.00
KGT - 2,500
KMM - 1,000
KTF - 6,800
KSM - 5,000
Shirley D. Peterson, nominee 0 $ 211,323.08

22
24

Fred B. Renwick, Trustee KHI - 200 $ 16,183.12
KGT - 200
KMM - 200
KST - 100
William P. Sommers, nominee 0 $ 481,266.32
John G. Weithers, Trustee KHI - 2,700* $ 153,882.29
KGT - 1,400
KMM - 1,200
KSM - 400
KST - 1,300
KTF - 500

- ---------------

* Includes 500 shares of KHI for which Mr. Weithers has voting control, but not
beneficial ownership.

As of December 31, 2000, the Trustees and officers of the Funds as a group owned
beneficially the following shares of each Fund:

SHARES
FUND BENEFICIALLY OWNED
---- ------------------

KHI:........................... 7,200*
KGT:........................... 5,100
KMM:........................... 3,200
KTF:........................... 8,100
KSM:........................... 6,400
KST:........................... 2,200

- ---------------

* Includes 500 shares for which Mr. Weithers has voting control, but not
beneficial ownership.

23
25

APPENDIX 3

BENEFICIAL OWNERS OF MORE THAN 5% OF FUND SHARES

As of December 31, 2000, Fund shares were beneficially owned by the following
individuals or entities:

NAME OF PERSON/ENTITY/ADDRESS SHARES BENEFICIALLY OWNED % BENEFICIALLY OWNED
- ----------------------------- ------------------------- --------------------

Yale University KGT: 3,761,100 11.1%
Investments Office
230 Prospect Street
New Haven, CT 06511

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26
SCUDDER MUNICIPAL INCOME TRUST
PREFERRED SHARES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
May 24, 2001

PLEASE VOTE PROMPTLY!

Your vote is needed! Please vote below and sign in the space provided and return
it in the envelope provided. You may receive additional proxies for your other
accounts with Zurich Scudder. These are not duplicates; you should sign and
return each proxy card in order for your votes to be counted. Please return them
as soon as possible to help save the cost of additional mailings.

The signers of this proxy hereby appoint Philip J. Collora, Maureen E. Kane,
Caroline Pearson and Kathryn L. Quirk, and each of them, attorneys and proxies,
with power of substitution in each, to vote all shares for the signers at the
Annual Meeting of Shareholders to be held at the offices of Zurich Scudder
Investments, Inc., Two International Place, Boston, MA 02110 on May 24, 2001, at
11:00 a.m. Eastern time and at any adjournments or postponements thereof, as
specified herein, and in accordance with their best judgment, on any other
business that may properly come before this meeting.

Dated __________________________ , 2001

Note: All registered owners of accounts
shown above must sign. Please sign
exactly as your name appears on this
Proxy. If signing for a corporation,
estate or trust, please indicate your
capacity or title.

_______________________________________
Signature

_______________________________________
Signature (Joint)

If you have any questions regarding the
execution of the proxy, please call
Georgeson Shareholder Communications
Inc. at (888) 696-1550.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

IF NO SPECIFICATION IS MADE HEREIN, ALL SHARES WILL BE VOTED AS RECOMMENDED BY
THE BOARD ON EACH ITEM SET FORTH ON THIS PROXY.

WITHHOLD FOR ALL
FOR ALL ALL EXCEPT

1. Election of Trustees: [ ] [ ] [ ]
01) John W. Ballantine, 02) Lewis A. Burnham,
03) Mark S. Casady, 04) Linda C. Coughlin,
05) Donald L. Dunaway, 06) James R. Edgar,
07) William F. Glavin, 08) Robert B. Hoffman
09) Shirley D. Peterson, 10) Fred B. Renwick,
11) William P. Sommers, 12) John G. Weithers

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX ABOVE AND WRITE THE NOMINEE'S NUMBER ON THE FOLLOWING LINE:

__________________________________________________________________________

FOR AGAINST ABSTAIN
2. Ratification of the selection [ ] [ ] [ ]
of Ernst & Young LLP as the Fund's independent
auditors for the current fiscal year.

THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND WHICH RECOMMENDS A VOTE "FOR"
ALL ITEMS
27
SCUDDER MUNICIPAL INCOME TRUST
COMMON SHARES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
MAY 24, 2001

PLEASE VOTE PROMPTLY!

The signers of this proxy hereby appoint Philip J. Collora, Maureen E. Kane,
Caroline Pearson and Kathryn L. Quirk, and each of them, attorneys and proxies,
with power of substitution in each, to vote all shares for the signers at the
Annual Meeting of Shareholders to be held at the offices of Zurich Scudder
Investments, Inc., Two International Place, Boston, MA 02110, on May 24, 2001,
at 11:00 a.m. Eastern time and at any adjournments or postponements thereof, as
specified herein, and in accordance with their best judgment, on any other
business that may properly come before this meeting.

Dated ____________________________________ ,2001

Note: All registered owners of accounts shown
above must sign. Please sign exactly as your
name appears on this Proxy. If signing for a
corporation, estate or trust, please indicate
your capacity or title.

________________________________________________
Signature

________________________________________________
Signature (Joint)

If you have any questions regarding the
execution of the proxy, please call Georgeson
Shareholder Communications Inc. at (888) 696-1550

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [x]

IF NO SPECIFICATION IS MADE HEREIN, ALL SHARES WILL BE VOTED AS RECOMMENDED BY
THE BOARD ON EACH ITEM SET FORTH ON THIS PROXY.

WITHHOLD FOR ALL
FOR ALL ALL EXCEPT
----------- ----------- ----------

1. Election of Trustees: [ ] [ ] [ ]
01) John W. Ballantine, 02) Lewis A. Burnham,
03) Mark S. Casady, 04) Linda C. Coughlin,
05) Donald L. Dunaway, 06) James R. Edgar,
07) Robert B. Hoffman, 08) Shirley D. Peterson,
09) Fred B. Renwick, 10) William P. Sommers

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "FOR ALL EXCEPT" BOX ABOVE AND WRITE THE NOMINEE'S
NUMBER ON THE FOLLOWING LINE: _____________________________

FOR AGAINST ABSTAIN
----------- ----------- ----------

2. Ratification of the selection of Ernst & Young
LLP as the Fund's independent auditors for the [ ] [ ] [ ]
current fiscal year.

THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND WHICH RECOMMENDS A VOTE "FOR"
ALL ITEMS