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/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST INCOME FUND, INC.
Strategist Government Income Fund
/s/ James A. Mitchell
James A. Mitchell
President
