UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON. D.C. 20549 

DIVISION OF 

INVESTMENT MANAGEMENT 

May 5,2008 

David C. Sullivan 

Ropes & Gray 


One International Place 


Boston, MA 02 1 10-2624 

Re: Fixed Income SHares-Allianz Dresdner Daily Asset Fund (File No. 81 1-09721) 

Dear Mr. Sullivan: 

Based on the facts and representations contained in your May 2,2008 letter, we will not 

recommend enforcement action to the Securities and Exchange Commission against Allianz 

Dresdner Daily Asset Fund (the "Fund"), and Dresdner Bank AG, Grand Cayman Branch 

("Dresdner Bank Grand Caymany7 and, collectively with its non-bank affiliates, the "Purchaser"), 

under Section 17(a) of the Investment Company Act of 1940, or the rules thereunder, if the 

Purchaser purchases from the Fund the securities specified in your letter at the amortized cost 

(including any accrued and unpaid interest) of the securities.' The Fund is a series of Fixed 

Income SHares, an open-end management investment company registered under the Investment 

Company Act of 1940. Dresdner Bank Grand Cayman is an affiliated person, as defined in 

Section 2(a)(3) of the Investment Company Act of 1940, of the Fund's investment adviser, 

Dresdner Advisors LLC (the "~dviser").~ Because our position is based on the facts and 

representations in your letter, you should note that any different facts or representations may 

require a different conclusion. This response expresses our views on enforcement action only 

and does not express any legal conclusion on the issues presented.3 

1 This letter confirms oral no-action relief provided by the undersigned to David C. Sullivan on 

May 2,2008. 

2 You state that Dresdner Bank Grand Cayman and the Adviser are each indirect, wholly-owned 

subsidiaries of Dresdner Bank AG, which is an indirect, wholly-owned subsidiary of Allianz AG. 

3 The Division of Investment Management generally permits third parties to rely on no-action or 

interpretive letters to the extent that the third party's facts and circumstances are substantially 

similar to those described in the underlying request for a no-action or interpretive letter. 

Investment Company Act Release No. 22587 (Mar. 27, 1997) n. 20. In light of the very factspecific nature of the Fund's request, however, the position expressed in this letter applies only to 

the entities seeking relief, and no other entity may rely on this position. Other funds facing 

similar legal issues should contact the staff of the Division about the availability of no-action 

relief. 
We have considered your request for confidential treatment of your letter and our 

response until June 30,2008 or such earlier date as the Division staff is advised that all of the 

information in the letter has been made public. We have determined that your request is 

reasonable and appropriate under 17 CFR 200.81 (b). Accordingly, your letter and our response 

will not be made public until the earlier of (i) June 30,2008, or (ii) the date on which the 

information in your letter has been made public. 

Very truly yours, 

Senior Counsel 
ROPES & G AY ROPES GRAY Lp 

ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 61 7-951 -7000 F 61 7-951 -7050 

BOSTON NEW YORK PAL0 ALTO SAN FRANCISCO TOKYO WASHINGTON, DC www ropesgray corn 

May 2,2008 

Robert E. Plaze, Esq. 

Associate Director 

Division of Investment Management 

U.S. Securities and Exchange Commission 

100 F Street, NE 

Washington, D.C. 20549 

Re: 	 Request for No-Action Assurance under Section 17(a) 


of the Investment Company Act of 1940 


Dear Mr. Plaze: 

I am writing on behalf of Fixed Income SHares (the "Trust") with respect to the series of 

the Trust designated as Allianz Dresdner Daily Asset Fund (the "Fund") and Dresdner Bank AG, 

Grand Cayman Branch ("Dresdner Bank Grand Cayman" and, collectively, with its non-bank 

affiliates, "Purchaser"), an affiliate of the Fund's investment advisor, Dresdner Advisors LLC 

(the "Adviser"). Dresdner Bank Grand Cayman and the Adviser are each indirect, wholly-owed 

subsidiaries of Dresdner Bank AG, which is an indirect, wholly-owned subsidiary of Allianz AG. 

We seek assurance from the staff of the Division of Investment Management (the "Division") 

that it will not recommend enforcement action to the Securities and Exchange Commission (the 

"Commission") under Section 17(a) of the Investment Company Act of 1940, as amended, or the 

rules thereunder (the "1940 Act"), if the Fund and Purchaser enter into the transaction described 

below. 

The Trust is registered with the Commission under the 1940 Act as open-end 

management investment company. The Fund is a money market fund that seeks to maintain a 

stable net asset value per share of $1 .OO and uses the amortized cost method of valuation in 

valuing its portfolio securities. Approximately 3.67% of the Fund's total assets as of April 30, 

2008 consisted of two notes with short-term maturities issued by Sigma Finance Inc.' Each such 

security held by the Fund is referred to herein as a "Security" and, collectively, as the 

"Securities." Schedule A attached provides details regarding each Security held by the Fund, 

including the cusip number, the principal amount and the final maturity of each Security. The 

Adviser has determined that each Security continues to constitute an "Eligible Security" as that 

term is defined in Rule 2a-7 under the 1940 Act. 

As of April 30,2008, the Fund held two other notes issued by Sigma Finance Inc. maturing on May 14, 

2008 and May 16,2008 (collectively, the "May Securities"). As of such date, approximately 8.78% of the Fund's 

total assets consisted of the four notes issued by Sigma Finance Inc.; however, at the time of Acquisition (as defined 

in Rule 2a-7 under the 1940 Act) of these notes, the Fund had not invested more than 5% of its Total Assets (as 

defined in Rule 2a-7) in securities issued by Sigma Finance Inc. 

CONFIDENTIAL TREATMENT REQUESTED 

10775339-3.DOC 

1 
Due to current conditions in the credit markets, including the illiquidity of certain types 

of asset-backed debt instruments, including the Securities, the current market value of the 

Securities, as determined by an independent third-party pricing agent, is less than its amortized 

cost value. The Adviser and the Trust's Board of Trustees continue to monitor the extent of the 

deviation between the net asset value per share of the Fund determined using amortized cost and 

market value. 

The Adviser has determined that it would be advisable to sell the ~ecurities.~ However, 

because of the absence of liquidity in the market for the Securities, the Adviser believes, and 

based on information provided by the Adviser, the Trust's Board of Trustees has determined, that 

it would not be in the best interests of the Fund and its shareholders to dispose of the Securities 

in the market. Nonetheless, subject to obtaining the no-action assurance requested in this letter, 

the Purchaser is prepared to purchase the Securities in their entirety from the Fund for cash at 

each Security's amortized cost (including accrued and unpaid interest). The Trust's Board of 

Trustees has authorized the proposed transaction as being in the best interests of the Fund and its 

shareholders. 

The Adviser is an "affiliated person" of the Fund under Section 2(a)(3) of the 1940 Act, 

and the Purchaser is an "affiliated person" of an "affiliated person" of the Fund. As a result, the 

purchase of the Securities by the Purchaser under the proposed arrangement falls within Section 

17(a)(2) of the 1940 Act, which makes it unlawful for any affiliated person of a registered 

investment company, or any affiliated person of such person, acting as principal, to knowingly 

purchase any security or other property from the investment company. The proposed purchase 

of the Securities from the Fund would satisfy the requirements of Rule 17a-9 under the 1940 Act 

except that the Securities continue to constitute Eligible Securities. 

The Trust and the Adviser believe that it would be in the best interest of the Fund's 

shareholders if the Purchaser is allowed to purchase the Securities from the Fund as described 

above. On behalf of the Trust, the Adviser and the Purchaser, we hereby request that the 

Division staff give its assurance that it will not recommend that the Commission take 

enforcement action against the Trust, the Adviser or the Purchaser under Section 17(a) of the 

1940 Act, or the rules thereunder, if the Purchaser purchases the Securities from the Fund at their 

amortized cost (including accrued and unpaid interest). 

Pursuant to 17 C.F.R. 200.81(b), we respectfully request on behalf of the Trust, the 

Adviser and the Purchaser that this request and the response be accorded confidential treatment 

until June 30,2008 or such earlier date as the Division staff is advised that all of the information 

in this letter has been made public. This request for confidential treatment is made on behalf of 

the Trust, the Adviser and the Purchaser for the reason that certain of the facts set forth in the 

letter have not been made public and premature disclosure might adversely affect such parties. 

The Adviser has determined that the current market value of the May Securities is approximately equal to 

their amortized cost value and, therefore, has recommended to the Trust's Board of Trustees, and the Trustees have 

accepted this recommendation, that the May Securities need not be sold. 

CONFIDENTIAL TREATMENT REQUESTED 

10775339-3.DOC 

2 
If you have any questions or other communications concerning this matter, please call the 

undersigned at (617) 951-7362. 

Sincerely, 

David C. Sullivan 

cc: 	 Brian S. Shlissel 

Sarah E. Cogan 

Christopher Williams 

Richard Horowitz 

Barbara J. Green 

William V. Healey 

CONFIDENTIAL TREATMENT REQUESTED 

10775339-3.DOC 
Schedule A 

Allianz Dresdner Daily Asset Fund 

Name of Security 

Sigma Finance Inc. 

Sigma Finance Inc. 

Totals: 

CUSIP 

8265QOUWO 

8265QOYR7 

NA 

Principal 


Amount 


$10,000,000 

$100,000,000 

$1 10,000,000 

Final 


Maturity 


June 12,2008 


July 22,2008 


NA 


CONFIDENTIAL TREATMENT REQUESTED