PAGE 1 GROWTH 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 Growth Portfolio, a separate...

PAGE 1
GROWTH 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 Growth Portfolio, a separate
series of Growth Trust.

                WITNESS that

                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 Growth Portfolio
desire to restrict the transfer of their units in Growth Portfolio;

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


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


STRATEGIST GROWTH FUND, INC.
Strategist Growth Fund


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