PAGE 1 TOTAL RETURN 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 Total Return Portfolio, a...

PAGE 1
TOTAL RETURN 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 Total Return 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 Total Return Portfolio desire
to restrict the transfer of their units in Total Return Portfolio;

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


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


          STRATEGIST GROWTH AND INCOME FUND, INC.
            Strategist Total Return Fund


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