PURCHASE AGREEMENT
This Purchase Agreement ("Agreement"), dated July 14, 2000, is between Growth
and Income Trust (the "Trust"), a Massachusetts business trust, and American
Express Financial Corporation ("AEFC"), a Delaware corporation,
WHEREAS, AEFC offers to purchase $100,000 in units of each Portfolio, and
WHEREAS, Trust wants to sell AEFC the units and the Trustees have approved AEFC
to be a Unitholder at their meeting on July 13, 2000, as evidenced by the
portion of the minutes of the meeting attached to the Agreement,
NOW THEREFORE, in consideration of the promises set forth below, Trust and AEFC
agree:
1. AEFC shall acquire the units of each Portfolio for investment purposes and
not with a view to resale.
2. AEFC shall not transfer any unit without prior written consent of the other
Unitholders holding at least two-thirds of the units.
3. Trust shall sell the units to AEFC at the price next computed at the close
of business on July 14, 2000.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed
by their respective officers as of the day and year written above.
GROWTH AND INCOME TRUST
Balanced Portfolio
Equity Portfolio
Equity Income Portfolio
Total Return Portfolio
/s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President and General Counsel
AMERICAN EXPRESS FINANCIAL CORPORATION
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
