FIXED INCOME SHARES
Amendment No. 2 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, as amended (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," (3) "Allianz Dresdner Daily
Asset Fund" and (4) "FISH: Series R."
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 24th day of February, 2004.
/s/ Xxxx Xxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxx Xxxxxx Xxxxxx X. Xxxxxx
