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