PAGE 1 GROWTH 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 Growth Portfolio, a separate...

PAGE 1

GROWTH 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 Growth Portfolio, a separate series of Growth Trust.

        WITNESS that

        WHEREAS, the Declaration of Trust for Growth Trust provides
for no restrictions on the transfer of units therein; and

        WHEREAS, the holders of units in Growth Portfolio desire to restrict the
transfer of their units in Growth Portfolio;

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


/S/ ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇
Vice President and General Counsel


STRATEGIST GROWTH FUND, INC.
Strategist Growth Fund


/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President