PAGE 1 EQUITY 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 Portfolio, a separate...

PAGE 1

EQUITY 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 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 Portfolio desire to
restrict the transfer of their units in Equity Portfolio;

NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Equity Portfolio held by them without the
prior written consent of the other unitholders holding at least two
thirds of the Equity 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 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 STOCK FUND, INC.
                                               

   /s/Xxxxxx X. Xxx 
      Xxxxxx X. Xxx
      Vice President and General Counsel


STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Equity Fund


   /s/Xxxxx X. Xxxxxxxx  
      Xxxxx X. Xxxxxxxx
      President