QUALITY 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 Quality Income Portfolio, a...

                            QUALITY 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 Quality 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 Quality  Income  Portfolio  desire to
restrict the transfer of their units in Quality Income Portfolio;

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


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


                                          STRATEGIST INCOME FUND, INC.
                                               Strategist Quality Income Fund


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