PAGE 1 GROWTH TRENDS 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 Trends Portfolio,...

PAGE 1

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

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

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


STRATEGIST GROWTH FUND, INC.
Strategist Growth Trends Fund


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