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HIGH YIELD PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at
Minneapolis, Minnesota, as of this 10th day of June, 1996 by the
holders of beneficial interest of High Yield Portfolio, a separate
series of Income Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Income Trust provides
for no restrictions on the transfer of units therein; and
WHEREAS, the holders of units in High Yield Portfolio desire
to restrict the transfer of their units in High Yield Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will
not transfer any units in High Yield Portfolio held by them without
the prior written consent of the other unitholders holding at least
two thirds of the High Yield Portfolio's units outstanding
(excluding the units of the holder seeking to effect the transfer)
and that any attempted transfer in violation of this agreement
shall be null and void. This agreement shall not affect the rights
of any unitholder to redeem units in High Yield Portfolio as
provided for in the Declaration of Trust. The undersigned also
acknowledge that the remedy of damages for the violation of this
agreement would be inadequate and therefore further agree that this
agreement shall be enforceable solely by the remedy of specific
performance.
IDS EXTRA INCOME FUND, INC.
/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President and General Counsel
STRATEGIST INCOME FUND, INC.
Strategist High Yield Fund
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
