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TOTAL RETURN 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 Total Return Portfolio, a
separate series of Growth and Income Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Growth and Income Trust
provides for no restrictions on the transfer of units therein; and
WHEREAS, the holders of units in Total Return Portfolio desire to
restrict the transfer of their units in Total Return Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Total Return Portfolio held by them without
the prior written consent of the other unitholders holding at least
two thirds of the Total Return 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 Total Return 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 MANAGED RETIREMENT FUND, INC.
/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President and General Counsel
STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Total Return Fund
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
