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CONVERSION AGREEMENT
May 13, 1996
Tax-Free Income Trust
IDS Tower 10
Xxxxxxxxxxx, Xxxxxxxxx 00000
Dear Trustees:
The Tax-Free Income Trust (the "Trust") proposes to issue and sell
in private placements, units of beneficial interest (the "Units")
in certain series of Units (each a "Portfolio" and together, the
"Portfolios") pursuant to a registration statement on Form N-1A
filed with the Securities and Exchange Commission. The Trust
currently consists of two Portfolios as follows:
Tax-Free High Yield Portfolio
IDS High Yield Tax-Exempt Fund (the "Fund") hereby offers to invest
all of its assets in World Income Portfolio in exchange for Units
equal in value to the value of the Fund's assets.
The Fund represents and warrants to the Trust that the Units are
being acquired for investment and not with a view to the resale or
further distribution thereof.
Please confirm that the foregoing correctly sets forth the
agreement with the Trust.
Sincerely,
IDS HIGH YIELD TAX-EXEMPT FUND, INC.
By /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President and General Counsel
Confirmed, as of the date first above mentioned.
TAX-FREE INCOME TRUST
By /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President and General Counsel
