FIXED INCOME SHARES
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of
Fixed Income Shares (the "Trust"), having determined it to be
consistent with the fair and equitable treatment of all shareholders of
the Trust, hereby amend the Trust's Amended and Restated Agreement and
Declaration of Trust (the "Declaration of Trust"), a copy of which is
on file in the office of the Secretary of State of the Commonwealth of
Massachusetts, as follows:
1. The first sentence of Section 6 of Article III of the Declaration of
Trust is hereby amended to read in its entirety as follows:
"Without limiting the authority of the Trustees set forth in
Section 5, inter alia, to establish and designate any further
Series or classes or to modify the rights and preferences of
any Series or class, the following Series shall be, and are
hereby, established and designated: (1) "FISH: Series C," (2)
"FISH: Series M," and (3) "Allianz Dresdner Daily Asset Fund."
The foregoing amendment shall be effective as of the time it
is filed with the Secretary of State of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, we have hereunto set our hand for
ourselves and for our successors and assigns as of the 20th day of
November 2003.
/s/Xxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxx Xxxxxx Xxxxxx X. Xxxxxx
