HIGH YIELD PORTFOLIO AGREEMENT AND DECLARATION OF UNITHOLDERS This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis, Minnesota, as of this 10th day of June, 1996 by the holders of beneficial interest of High Yield Portfolio, a separate...

                              HIGH YIELD PORTFOLIO

                    AGREEMENT AND DECLARATION OF UNITHOLDERS

         This AGREEMENT AND  DECLARATION OF UNITHOLDERS is made at  Minneapolis,
Minnesota,  as of this  10th  day of June,  1996 by the  holders  of  beneficial
interest of High Yield Portfolio, a separate series of Income Trust.

         WITNESS that

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

         WHEREAS,  the  holders  of  units in High  Yield  Portfolio  desire  to
restrict the transfer of their units in High Yield Portfolio;

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



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


                                          STRATEGIST INCOME FUND, INC.
                                               Strategist High Yield fund


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