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...

                           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