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PIMCO Advisors L.P.
800 Newport Center Drive
Newport Beach, California 92660
INITIAL CAPITAL AGREEMENT
March ___, 2000
Fixed Income SHares
c/o PIMCO Advisory Services
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
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").
Portfolio No. of Shares Price Per Share
--------- ------------- ---------------
FISH: Series C 5,000 $10
FISH: Series M 5,000 $10
We represent and warrant to FISH that the Shares are being acquired by us for
investment and not with a view to the resale or further distribution thereof
and that we have no present intention to redeem or dispose of any Shares. We
hereby agree that any redemption of these Shares will be reduced by a pro rata
portion of any then unamortized organization expenses of FISH. This proration
will be calculated by dividing the number of Shares to be redeemed by the
aggregate number of Shares held which represent the Initial Capital of FISH.
Please confirm that the foregoing correctly sets forth our agreement with FISH.
Very truly yours,
PIMCO ADVISORS L.P.
By:_____________________________________
Name:
Title:
Confirmed, as of the date
first above mentioned
FIXED INCOME SHARES
By:_______________________________
Name:
Title:
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