0000936772-01-000109 Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT between PIMCO ADVISORS L.P. And STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • February 27th, 2001 • Fixed Income Shares • Massachusetts
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PIMCO Advisors L.P. 800 Newport Center Drive Newport Beach, California 92660 INITIAL CAPITAL AGREEMENT
Fixed Income Shares • February 27th, 2001

It is our understanding that Fixed Income SHares ("FISH") proposes to sell shares of beneficial interest (the "Shares") of the various investment portfolios (the "Portfolios") of FISH pursuant to a registration statement on Form N-1A filed with the Securities and Exchange Commission. In order to provide FISH with a net worth of at least $100,000 as required by Section 14 of the Investment Company Act of 1940, as amended, we hereby offer to purchase the number of Shares of each Portfolio as indicated below at the price per share indicated ("Initial Capital").

WITNESSETH:
Custody and Investment Accounting Agreement • February 27th, 2001 • Fixed Income Shares • Massachusetts
ARTICLE I
Agreement and Declaration of Trust • February 27th, 2001 • Fixed Income Shares • Massachusetts
AMENDED AND RESTATED BY-LAWS OF Fixed Income SHares
Fixed Income Shares • February 27th, 2001
DISTRIBUTION CONTRACT Fixed Income SHares 1345 Avenue of the Americas New York, New York 10105
Distribution Contract • February 27th, 2001 • Fixed Income Shares
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