PAGE 1 AGGRESSIVE GROWTH PORTFOLIO AGREEMENT AND DECLARATION OF UNITHOLDERS This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis, Minnesota, as of this 19th day of August, 1996 by the holders of beneficial interest of Aggressive Growth...

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AGGRESSIVE GROWTH PORTFOLIO

AGREEMENT AND DECLARATION OF UNITHOLDERS


This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at
Minneapolis, Minnesota, as of this 19th day of August, 1996 by the
holders of beneficial interest of Aggressive Growth Portfolio, a
separate series of Growth Trust.

WHEREAS, the Declaration of Trust for Growth Trust provides for no
restrictions on the transfer of units therein; and

WHEREAS,  the holders of units in Aggressive Growth Portfolio
desire to restrict the transfer of their units in Aggressive Growth
Portfolio;

NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Aggressive Growth Portfolio held by them
without the prior written consent of the other unitholders holding
at least two thirds of the Aggressive Growth 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 Aggressive Growth
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 GROWTH FUND, INC.
IDS Research Opportunities Fund


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

STRATEGIST GROWTH FUND, INC.
Strategist Special Growth Fund


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