EQUITY 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 Equity 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 Equity Portfolio desire to restrict
the transfer of their units in Equity Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Equity Portfolio held by them without the prior written
consent of the other unitholders holding at least two thirds of the Equity
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 Equity 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 STOCK FUND, INC.
/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President and General Counsel
STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Equity Fund
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
