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...

                             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