BALANCED 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 Balanced Portfolio, a separate...

                               BALANCED 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 Balanced 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 Balanced Portfolio desire to restrict
the transfer of their units in Balanced Portfolio;

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

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


                                       STRATEGIST GROWTH AND INCOME FUND, INC.
                                                Strategist Balanced Fund

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