EQUITY INCOME PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis,
Minnesota, as of this 13th day of May, 1996 by the holders of beneficial
interest of Equity Income Portfolio, a separate series of Growth and Income
Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Growth and Income Trust provides
for no restrictions on the transfer of units therein,; and
WHEREAS, the holders of units in Equity Income Portfolio desire to
restrict the transfer of their units in Equity Income Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Equity Income Portfolio held by them without the prior
written consent of the other unitholders holding at least two thirds of the
Equity Income 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 Equity Income 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 INVESTMENT SERIES, INC.
IDS Diversified Equity Income Fund
/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President and General Counsel
STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Equity Income Fund
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
