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EMERGING MARKETS PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made
at Minneapolis, Minnesota, as of this 13th day of November, 1996 by
the holders of beneficial interest of Emerging Markets Portfolio, a
separate series of World Trust.
WITNESS THAT, the Declaration of Trust (the
"Declaration of Trust") for World Trust dated November 13, 1996, on
file in the office of the Secretary of State of the Commonwealth of
Massachusetts, provides for no restrictions on the transfer of
units therein; and
WHEREAS, the holders of units in Emerging Markets
Portfolio desire to restrict the transfer of their units in
Emerging Markets Portfolio;
NOW, THEREFORE, the undersigned hereby declare that
they will not transfer any units in Emerging Markets Portfolio held
by them without the prior written consent of the other unitholders
holding at least two thirds of the Emerging Markets 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 Emerging
Markets 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 GLOBAL SERIES, INC.
IDS Emerging Markets Fund
/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President and General Counsel
STRATEGIST WORLD FUND, INC.
Strategist Emerging Markets
Fund
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President