Report of Independent Accountants
To the Trustees and Shareholders of the
Fixed Income SHares Trust:
In planning and performing our audit of the financial statements
and financial highlights of the Fixed Income SHares Trust (the "Funds")
for the year ended October 31, 2000, we considered its
internal control, including control activities for
safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance
on internal control.
The management of the Funds is responsible for establishing
and maintaining internal control. In fulfilling
this responsibility, estimates and judgments by management
are required to assess the expected benefits and related
costs of controls. Generally, controls that are relevant
to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets
against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors
or fraud may occur and not be detected. Also, projection of
any evaluation of internal control to future periods is subject
to the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design
and operation may deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal control
that might be material weaknesses under standards
established by the American Institute of Certified
Public Accountants. A material weakness is a
condition in which the design or operation of
one or more of the internal control components
does not reduce to a relatively low level the
risk that misstatements caused by error or
fraud in amounts that would be material in
relation to the financial statements being
audited may occur and not be detected within
a timely period by employees in the normal
course of performing their assigned functions.
However, we noted no matters involving internal
control and its operation, including controls for
safeguarding securities that we consider to
be material weaknesses as defined above as
of October 31, 2000.
This report is intended solely for the
information and use of the Board of Directors,
management and the Securities and Exchange Commission
and is not intended to be and should not be used by
anyone other than these specified parties.
December 8, 2000
1
To the Trustees and Shareholders of the
Fixed Income SHares Trust
2
