PAGE 1 TAX-FREE HIGH YIELD 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 Tax-Free High...

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TAX-FREE HIGH YIELD 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 Tax-Free High Yield Portfolio, a
separate series of Tax-Free Income Trust.

           WITNESS that

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

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

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


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


                             STRATEGIST TAX-FREE INCOME FUND, INC.
                             Strategist Tax-Free High Yield Fund


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