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TAX-FREE HIGH YIELD 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 Tax-Free High Yield Portfolio, a
separate series of Tax-Free Income Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Tax-Free Income Trust
provides for no restrictions on the transfer of units therein; and
WHEREAS, the holders of units in Tax-Free High Yield
Portfolio desire to restrict the transfer of their units in
Tax-Free High Yield Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will
not transfer any units in Tax-Free High Yield Portfolio held by
them without the prior written consent of the other unitholders
holding at least two thirds of the Tax-Free High Yield 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 Tax-Free
High Yield 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 HIGH YIELD TAX-EXEMPT FUND, INC.
_/s/ Xxxxxx X. Ogg____________
Xxxxxx X. Xxx
Vice President and General Counsel
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
_/s/ Xxxxx X. Mitchell________
Xxxxx X. Xxxxxxxx
President