PAGE 1 GOVERNMENT INCOME 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 Government Income...

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                    GOVERNMENT INCOME 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 Government Income 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 Government Income Portfolio
desire to restrict the transfer of their units in Government Income
Portfolio;

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


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


                            STRATEGIST INCOME FUND, INC.
                               Strategist Government Income Fund


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