PAYDEN & RYGEL INVESTMENT GROUP
N-30D, 1995-12-29
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<PAGE>
                                 SHORT DURATION
                                TAX EXEMPT FUND
                                   TAX EXEMPT
                                   BOND FUND

                                 Annual Report
                                October 31, 1995

                             [PAYDEN & RYGEL LOGO]
                                 PAYDEN & RYGEL
                                   INVESTMENT
                                     GROUP
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Shareholder Letter........................................................    1
Management Discussion.....................................................    3
Performance Data..........................................................    5
Portfolio Highlights......................................................    6
Statements of Assets & Liabilities........................................    8
Statements of Operations..................................................    9
Statements of Changes in Net Assets.......................................   10
Schedules of Portfolio Investments........................................   11
Notes to Financial Statements.............................................   17
Financial Highlights......................................................   24
Independent Auditors' Report..............................................   26
Glossary of Terms.........................................................   27
</TABLE>

             [LOGO]
<PAGE>
October 31, 1995

Dear Fellow Shareholders:

    The  challenge for investors and fund  managers alike during the past twelve
months has been to focus on longer-term investment objectives and not over react
to short-term changes in perception. In retrospect, the period from October 1994
to October 1995 encompassed a cycle that included one of the worst bond  markets
in history, but also a period where there was the fastest recovery in bonds. The
panic  that  prevailed  during the  second  and  third quarter  of  1994 quickly
dissipated, and a positive tone returned to the market during the first  quarter
of  1995. Actually, by  March 1995 bonds had  earned back what  they had lost in
1994, and they  have continued  to perform  very favorably  through our  current
fiscal  year  ending October  31, 1995.  In  the global  arena, the  U.S. dollar
endured a roller coaster ride  of its own, reaching an  all time low versus  the
Japanese  yen and German  mark, in April  1995, only to  strengthen back to more
neutral levels by the end of the Fund's fiscal year in October.

    Our investment strategy was  based on a fundamental  belief that the  global
economies would sustain low to moderate growth without any pick up of inflation.
In  fact, we  anticipated that a  deflationary trend would  prevail and continue
throughout 1995. It was our anticipation that perception would change.

    The last year also marked key developments for the Payden & Rygel Funds. All
Funds grew in size, with the  flagship Global Fixed Income Fund growing  another
25%  to $540 million by fiscal year end. This makes it one of the largest global
bond mutual funds in  the country. As of  October 31, 1995, Morningstar  awarded
its  highest rating of five  stars to the Global  Fixed Income Fund highlighting
the superior return it has achieved with  a low level of risk. We also  launched
the  U.S. Treasury Fund in January 1995 and the International Bond Fund in April
1995, expanding the range of fixed income vehicles available to our clients.

                                       1
<PAGE>

    We are very  positive about  the prospects for  bonds in  the coming  fiscal
year,  as  sound  fiscal and  monetary  policies  are the  key  factors  in most
developed nations. With the prospect of low inflation, it is very possible  that
in  the next few years it may be the  start of a long-term era in which moderate
growth and contained inflation will allow  interest rates to fall even  further.
Against  this  scenario, we  also  believe that  the  investor may  witness real
returns (adjusted for  inflation) higher  than has  been evidenced  in the  last
three decades.

    We  appreciate  your investment  in our  Funds and  look forward  to another
profitable year in 1996.

Best Wishes,

[SIG]

Joan A. Payden
President and Chairman of the Board
Payden & Rygel Investment Group

                                       2
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP
                                TAX EXEMPT FUNDS

                             MANAGEMENT DISCUSSION

THE YEAR IN REVIEW

    The  past twelve months were exciting for  the tax exempt market. During the
year, we experienced a dramatic decline in interest rates, the largest municipal
bankruptcy filing in  the market's  history, a  raging bull  equity market,  and
discussions  of a  change in  the tax  code that  could impact  the treatment of
municipal bonds.

    The most  significant factor  during  the year  was  the change  in  Federal
Reserve  policy. The Federal Reserve Board lowered short-term interest rates for
the first time  in three  years, reversing  the aggressive  tightening that  was
implemented  during  1994. As  a result  of  this change  in policy,  the market
psychology became positive, and the municipal market participated in the  strong
bond  market rally. Municipal  interest rates declined  significantly from their
peak in November 1994.

    Throughout the first nine months of the year, the market watched the  Orange
County,  California bankruptcy unfold.  The Funds did not  own any Orange County
securities when the  County filed  for bankruptcy protection,  but we  carefully
watched  as the drama unfolded to see  market reactions. As the County struggled
with losses from failed investment  strategies, uncertainty over the payment  of
interest  and  principal on  the County's  bonds caused  the market  for certain
California issues  to underperform  issues in  other states.  After the  initial
uncertainty,  the market  regained its  strength and  municipal issues  were not
stigmatized. Despite the voters in Orange  County soundly rejecting a sales  tax
increase to help the troubled county from its financial mess, a plan was devised
to  bring the County back to fiscal  health and ensure that bondholders would be
paid. The Governor allowed funds to be diverted from several other entities, and
the County was able to borrow in the markets with the help of bond insurance.

    On the political side, talk of tax  reform surfaced in April and the  market
experienced  uncertainty over its impact on municipal bonds. Long-term municipal
yields have remained  high due  to continued uncertainty,  and shorter  maturity
instruments have rallied as investors have placed an emphasis on these issues.

                                       3
<PAGE>
    The  uncertainty  of  the  relative tax  advantage  of  municipal  bonds has
increased the "tax-risk" premium  in municipal bond yields.  We view this as  an
opportunity  to capture  attractive yields, which  will continue to  be of value
even at substantially lower interest rates.

    Consider the following:

<TABLE>
<S>                                               <C>
Yield on 15 year AA-rated Municipal Bond........        5.4%
Yield on 15 year U.S. Treasury Obligation.......        6.2%
</TABLE>

<TABLE>
<CAPTION>
              TAXABLE EQUIVALENT YIELD OF    YIELD ADVANTAGE
  TAX RATE          MUNICIPAL BOND         OVER U.S. TREASURY
- ------------  ---------------------------  -------------------
<S>           <C>                          <C>
      39.6%                 8.9%                   +2.74%
      33                    8.1%                   +1.86%
      25                    7.2%                   +1.00%
      17                    6.5%                   +0.31%
      13                    6.2%             Break-even, no
                                             yield advantage
</TABLE>

FUND STRATEGIES AND PERFORMANCE

    Our strategy throughout the past year has  been to position the Funds for  a
decline  in interest rates. We maintained  a longer maturity orientation in each
Fund. In addition,  we focused  our purchases on  securities that  would not  be
subject  to being  called away  as interest  rates declined.  Callable bonds are
common in municipal securities,  and in a  declining interest rate  environment,
callable  bonds have much lower performance than  bonds which do not have a call
feature. Our  longer maturity  orientation was  rewarded as  municipal  interest
rates  declined  significantly  from their  peak  in November  1994,  leading to
favorable performance.  During the  year  the Tax  Exempt  Bond Fund  and  Short
Duration Tax Exempt Fund returned 13.25% and 5.88% respectively.

    In  addition to the interest rate strategies  employed in the Funds, we also
targeted sectors and regions that exhibited strong performance. We increased the
exposure in the Southeast and Far West, as these economic regions posted  strong
growth.

LOOKING FORWARD

    Going  forward, we  are optimistic  about the  values in  the municipal bond
market. We anticipate further reductions in interest rates as economic  strength
subsides  as a result  of the Federal  Reserve tightening done  in 1994. Because
this slowdown will  likely affect  the revenues  of municipal  entities, we  are
focusing  our investments on regions with stronger than average growth potential
and those  that are  less sensitive  to the  decline in  the U.S.  manufacturing
sector.

                                       4
<PAGE>
                         SHORT DURATION TAX EXEMPT FUND

               COMPARISON TO BROAD BASED SECURITIES MARKET INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                          SHORT DURATION TAX EXEMPT FUND          LEHMAN 1 YEAR G.O. INDEX
<S>         <C>                                           <C>
9/1/94                                           100,000                           100,000
10/31/94                                          99,653                           100,039
11/30/94                                          99,575                           100,251
12/31/94                                          99,575                           100,251
1/31/95                                           99,895                           100,375
2/28/95                                          100,402                           100,807
3/31/95                                          101,172                           101,463
4/30/95                                          102,059                           102,244
5/31/95                                          103,275                           102,640
6/30/95                                          103,421                           103,633
7/31/95                                          104,390                           104,818
8/30/95                                          104,772                           105,290
9/30/95                                          105,015                           105,560
10/31/95                                         105,510                           105,955
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
                                                     Since Inception
                                        1 Year     (September 1, 1994)
                                      ----------  ----------------------
<S>                                   <C>         <C>
Short Duration Tax Exempt Fund......       5.88%             4.70%
Lehman 1 Year G.O. Index............       5.91              5.08
</TABLE>

- ----------------------------------------------------------------------
                              TAX EXEMPT BOND FUND

               COMPARISON TO BROAD BASED SECURITIES MARKET INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                             TAX EXEMPT                 LEHMAN STATE            LEHMAN QUALITY
                              BOND FUND                  G.O. INDEX           INTERMEDIATE INDEX
   MONTH END         VALUE OF $100,000 INVESTED
<S>               <C>                                <C>                  <C>
12/31/93                                    100,258              100,000                     100,000
1/31/94                                     100,943              101,190                     101,046
4/30/94                                      94,524               95,735                      96,957
7/31/94                                      95,283               97,324                      98,632
10/31/94                                     92,159               95,118                      97,240
1/31/95                                      94,750               97,770                      99,110
4/30/95                                      98,110              101,680                     102,640
7/31/95                                     100,850              105,200                     106,440
10/31/95                                    104,370              108,300                     108,940
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
                                        1 Year        Since Inception
                                      ----------  -----------------------
<S>                                   <C>         <C>
Tax Exempt Bond Fund
  (since December 21, 1993).........      13.25              2.32
Lehman State G.O. Index
  (since January 1, 1994)...........      13.86              4.45
Lehman Quality Intermediate Index
  (since January 1, 1994)...........      12.03              4.78
</TABLE>

NOTE: PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
THIS INFORMATION IS NOT PART OF THE AUDITED FINANCIAL STATEMENTS.

                                       5
<PAGE>
                              PORTFOLIO HIGHLIGHTS
                              TAX EXEMPT BOND FUND

                                 KEY STATISTICS
- ----------------------------------------------------------------------

<TABLE>
<CAPTION>
                             October 31, 1994   October 31, 1995
                             -----------------  -----------------
<S>                          <C>                <C>
Net Assets:                        $25,473,725        $40,051,668
Number of Issues:                           30                 43
Average Maturity:                   12.1 years          9.4 years
SEC Yield:                               5.50%              4.75%
</TABLE>

                         SECTOR AND QUALITY COMPOSITION
- ----------------------------------------------------------------------

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>                   <C>
CREDIT QUALITY
AA                          36%
AAA                         43%
Baa                          5%
A                           16%
SECTOR
Revenue Bonds               25%
Insured Bonds               26%
Pre-refunded Bonds           9%
General Obligation          40%
</TABLE>

                                LARGEST HOLDINGS
- ----------------------------------------------------------------------

<TABLE>
<S>                                                           <C>
Charleston County, South Carolina General Obligation........          4%
Port Authority of New York and New Jersey Transit Revenue...          4%
California State Dept. of Water Resources, Central Valley
 Project....................................................          4%
Florida Board of Education General Obligation...............          4%
New York State Dorm Authority Revenue.......................          3%
</TABLE>

NOTE: PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
THIS INFORMATION IS NOT PART OF THE AUDITED FINANCIAL STATEMENTS.

                                       6
<PAGE>
                              PORTFOLIO HIGHLIGHTS
                         SHORT DURATION TAX EXEMPT FUND

                                 KEY STATISTICS
- ----------------------------------------------------------------------

<TABLE>
<CAPTION>
                             October 31, 1994   October 31, 1995
                             -----------------  -----------------
<S>                          <C>                <C>
Net Assets:                        $20,150,089        $16,018,618
Number of Issues:                           33                 24
Average Maturity:                    1.7 years          3.5 years
SEC Yield:                               3.31%              3.80%
</TABLE>

                         SECTOR AND QUALITY COMPOSITION
- ----------------------------------------------------------------------

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>                   <C>
CREDIT QUALITY
A                           25%
AA                          27%
AAA                         48%
SECTOR
Revenue Bonds               30%
Insured Bonds               25%
Pre-refunded Bonds          21%
General Obligation          24%
</TABLE>

                                LARGEST HOLDINGS
- ----------------------------------------------------------------------

<TABLE>
<S>                                                          <C>
Tennessee State General Obligation.........................         10%
Maryland State Health Pre-refunded Bond....................          7%
Washington Suburban Sanitation District Water Revenue
 Bond......................................................          6%
Puerto Rico Telephone......................................          6%
</TABLE>

NOTE: PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
THIS INFORMATION IS NOT PART OF THE AUDITED FINANCIAL STATEMENTS.

                                       7
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                      STATEMENTS OF ASSETS AND LIABILITIES
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                                                           SHORT DURATION
                                                             TAX EXEMPT      TAX EXEMPT
                                                             BOND FUND          FUND
                                                            ------------   --------------
<S>                                                         <C>            <C>
ASSETS:
Investments, at value (Cost $38,512,498 and $16,401,224,
 respectively)............................................  $ 39,604,148   $  16,537,022
Interest receivable.......................................       678,374         277,445
Receivable for investments sold                                        0         457,182
Unamortized organization costs (Note 4)...................         9,461           4,203
Deferred expense subsidy (Note 5).........................       186,593         113,640
Other assets..............................................         3,748               0
                                                            ------------   --------------
    Total Assets..........................................    40,482,324      17,389,492
                                                            ------------   --------------

LIABILITIES:
Payable for investments purchased.........................             0       1,151,386
Accrued expenses and other liabilities:
  Investment advisory fees................................       151,964          51,349
  Administration fees.....................................         1,154             463
  Accounting and transfer agent fees......................         3,985           3,702
  Legal and audit fees....................................        20,669          19,821
  Payable to Payden & Rygel (Notes 5).....................       239,584         124,319
  Other...................................................        13,300          19,834
                                                            ------------   --------------
    Total Liabilities.....................................       430,656       1,370,874
                                                            ------------   --------------

NET ASSETS:
Paid in capital...........................................    40,137,709      15,848,471
Undistributed net investment income.......................         5,164           1,672
Net unrealized appreciation on investments................     1,091,650         135,798
Net unrealized appreciation on futures contracts..........       124,437               0
Accumulated net realized gains (losses) on investment
 transactions.............................................    (1,307,292)         32,677
                                                            ------------   --------------
    Net Assets............................................  $ 40,051,668   $  16,018,618
                                                            ------------   --------------
                                                            ------------   --------------
Outstanding shares of beneficial interest.................     4,177,567       1,589,820
                                                            ------------   --------------
                                                            ------------   --------------
NET ASSET VALUE -- offering and redemption price per
 share....................................................  $       9.59   $       10.08
                                                            ------------   --------------
                                                            ------------   --------------
</TABLE>

                       See notes to financial statements.

                                       8
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                                                           SHORT DURATION
                                                              TAX EXEMPT     TAX EXEMPT
                                                              BOND FUND         FUND
                                                             ------------  --------------
<S>                                                          <C>           <C>
INVESTMENT INCOME -- Interest                                $  1,685,457   $    819,153
                                                             ------------  --------------
EXPENSES:
  Investment advisory fees (Note 5)........................        99,303         57,405
  Administration fees (Note 5).............................        25,275         14,771
  Custodian and accounting fees (Note 5)...................        41,000         39,778
  Legal and audit fees.....................................        24,436         22,424
  Organization costs (Note 4)..............................         2,920          1,883
  Trustees' fees and expenses..............................         4,113          2,280
  Transfer agent fees (Note 5).............................         6,008          6,752
  Registration and filing fees.............................        13,849         11,429
  Printing costs...........................................        11,729          6,647
  Expenses voluntarily reduced by investment adviser and/or
   administrator (Note 5)..................................             0         (7,714)
  Expense subsidy (Note 5).................................       (88,809)       (74,930)
                                                             ------------  --------------
    Total Expenses.........................................       139,824         80,725
                                                             ------------  --------------
    Net Investment Income..................................     1,545,633        738,428
                                                             ------------  --------------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
  Net realized gains (losses) on investment transactions...      (216,473)        33,670
  Change in net unrealized appreciation (depreciation) on
   investments.............................................     2,318,851        227,515
  Change in net unrealized appreciation (depreciation) on
   futures contracts.......................................       124,437              0
                                                             ------------  --------------
  Net realized and unrealized gains on investments.........     2,226,815        261,185
                                                             ------------  --------------
    Change in net assets resulting from operations.........  $  3,772,448   $    999,613
                                                             ------------  --------------
                                                             ------------  --------------
</TABLE>

                       See notes to financial statements.

                                       9
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                              SHORT DURATION
                                          TAX EXEMPT BOND FUND               TAX EXEMPT FUND
                                     -------------------------------   ----------------------------
                                                      FOR THE PERIOD                 FOR THE PERIOD
                                                       DECEMBER 21,                   SEPTEMBER 1,
                                       YEAR ENDED        1993 TO        YEAR ENDED      1994 TO
                                      OCTOBER 31,      OCTOBER 31,     OCTOBER 31,    OCTOBER 31,
                                          1995           1994 (a)          1995         1994 (a)
                                     --------------   --------------   ------------  --------------
<S>                                  <C>              <C>              <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
  Net investment income............   $  1,545,633     $    850,604    $    738,428   $    61,492
  Net realized gains (losses) on
   investment transactions.........       (216,473)      (1,090,819)         33,670          (993)
  Change in net unrealized
   appreciation (depreciation) on
   investments.....................      2,318,851       (1,227,201)        227,515       (91,717)
  Change in net unrealized
   appreciation (depreciation) on
   futures contracts...............        124,437                0               0             0
                                     --------------   --------------   ------------  --------------
Change in net assets resulting from
 operations........................      3,772,448       (1,467,416)        999,613       (31,218)
                                     --------------   --------------   ------------  --------------
DISTRIBUTIONS TO SHAREHOLDERS --
  From net investment income.......     (1,550,994)        (840,079)       (743,140)      (55,108)
                                     --------------   --------------   ------------  --------------
CAPITAL TRANSACTIONS:
  Proceeds from shares sold........     14,684,139       39,602,270      17,480,222    20,181,626
  Reinvestment of distributions....      1,467,907          832,795         678,179        54,789
  Cost of shares redeemed..........     (3,795,557)     (12,653,845)    (22,546,345)            0
                                     --------------   --------------   ------------  --------------
Change in net assets from capital
 transactions......................     12,356,489       27,781,220      (4,387,944)   20,236,415
                                     --------------   --------------   ------------  --------------
Total change in net assets.........     14,577,943       25,473,725      (4,131,471)   20,150,089
NET ASSETS:
  Beginning of period..............     25,473,725                0      20,150,089             0
                                     --------------   --------------   ------------  --------------
  End of period....................   $ 40,051,668     $ 25,473,725    $ 16,018,618   $20,150,089
                                     --------------   --------------   ------------  --------------
                                     --------------   --------------   ------------  --------------
CAPITAL SHARE TRANSACTIONS:
  Shares sold......................      1,570,000        4,148,836       1,745,760     2,024,214
  Shares issued in reinvestment of
   distributions...................        158,441           90,122          67,925         5,514
  Shares redeemed..................       (412,149)      (1,377,683)     (2,253,593)            0
                                     --------------   --------------   ------------  --------------
Change in shares outstanding.......      1,316,292        2,861,275        (439,908)    2,029,728
Outstanding at beginning of
 period............................      2,861,275                0       2,029,728             0
                                     --------------   --------------   ------------  --------------
Outstanding at end of period.......      4,177,567        2,861,275       1,589,820     2,029,728
                                     --------------   --------------   ------------  --------------
                                     --------------   --------------   ------------  --------------
</TABLE>

- ------------
(a) Period from commencement of operations.

                       See notes to financial statements.

                                       10
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                              TAX EXEMPT BOND FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
   SHARES OR                          SECURITY                         MARKET
PRINCIPAL AMOUNT                    DESCRIPTION                         VALUE
- ---------------- --------------------------------------------------  -----------
<C>              <S>                                                 <C>
CERTIFICATE OF PARTICIPATION (0.4%):
Water (0.4%):
      160,000    San Diego County, California Water Authority,
                  5.30%, 5/1/02....................................  $   166,600
                                                                     -----------
Total Certificate of Participation.................................      166,600
                                                                     -----------

GENERAL OBLIGATIONS (51.4%):
Limited (1.8%):
      700,000    Clark County, Nevada, School District, 5.88%,
                  6/15/13..........................................      711,375
                                                                     -----------
Unlimited (49.6%):
      250,000    California State, 4.75%, 9/1/09...................      228,750
    1,500,000    Charleston County, South Carolina, 5.75%,
                  6/1/08...........................................    1,569,375
    1,200,000    Chicago, Illinois, Metropolitan Water Reclaimation
                  District, 6.30%, 12/1/09.........................    1,285,500
    1,500,000    Florida State Board of Education, 5.00%, 6/1/08...    1,473,750
    1,000,000    Fort Worth, Texas, Independent School District,
                  0.00%, 2/15/06...................................      597,500
    1,000,000    Georgia State, 5.50%, 7/1/07......................    1,038,750
    1,000,000    Honolulu, Hawaii, City & County, 5.00%, 10/1/02...    1,023,750
    1,000,000    City of Los Angeles, California, 5.25%, 9/1/06....    1,012,500
    1,000,000    Massachusetts State, 5.75%, 2/1/15................    1,006,250
      750,000    Mecklenburg County, North Carolina, 6.20%,
                  1/1/01...........................................      810,938
    1,000,000    Mississippi State, 5.80%, 6/1/09..................    1,040,000
    1,250,000    Montgomery County, Maryland, 6.88%, 10/1/99.......    1,364,062
    1,000,000    New York, New York, 6.20%, 8/1/07.................    1,022,500
    1,000,000    Pennsylvania State, 5.20%, 6/15/04................    1,031,250
    1,000,000    Texas Public Finance Authority, 5.38%, 10/1/03....    1,052,500
    1,000,000    Virginia State, 6.10%, 6/1/06.....................    1,097,500
    1,000,000    Washington State, 5.25%, 9/1/05...................    1,025,000
    1,000,000    Washington Suburban Sanitation District, Maryland,
                  6.50%, 11/1/13, Pre-refunded 11/1/01 @ 102.......    1,118,750
</TABLE>

                       See notes to financial statements.

                                       11
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                              TAX EXEMPT BOND FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
   SHARES OR                          SECURITY                         MARKET
PRINCIPAL AMOUNT                    DESCRIPTION                         VALUE
- ---------------- --------------------------------------------------  -----------

<C>              <S>                                                 <C>
GENERAL OBLIGATIONS (CONTINUED):
Unlimited (continued):
    1,000,000    Wisconsin State, 6.30%, 5/1/10, Pre-refunded
                  5/1/02 @ 100.....................................  $ 1,091,250
                                                                     -----------
                                                                      19,889,875
                                                                     -----------
Total General Obligations..........................................   20,601,250
                                                                     -----------

REVENUE (45.0%):
Education (8.7%):
    1,250,000    New York State Dorm Authority, 6.13%, 7/1/07......    1,357,813
    1,000,000    Ohio State Public Facilities, 5.00%, 11/1/04......    1,015,000
    1,100,000    Pennsylvania State, Higher Educational Facilities
                  Authority, 5.85%, 9/1/13.........................    1,124,750
                                                                     -----------
                                                                       3,497,563
                                                                     -----------
Electric (4.7%):
      575,000    Indiana Municipal Power Agency Power Supply,
                  5.13%, 1/1/01....................................      590,813
      300,000    City of Knoxville, Tennessee Gas System, 4.85%,
                  3/1/06...........................................      293,625
    1,000,000    Sacramento, California Municipal Utility District,
                  5.25%, 11/15/04..................................    1,026,250
                                                                     -----------
                                                                       1,910,688
                                                                     -----------
Health (1.4%):
      500,000    Maryland State Health & Higher Education, 6.75%,
                  7/1/23, Pre-refunded 7/1/00 @ 102................      556,875
                                                                     -----------
Housing (3.0%):
    1,000,000    Virginia State Housing Development Authority,
                  6.30%, 7/1/11....................................    1,031,250
      170,000    Wisconsin Housing & Economic Development, 5.30%,
                  11/1/05..........................................      167,875
                                                                     -----------
                                                                       1,199,125
                                                                     -----------
</TABLE>

                       See notes to financial statements.

                                       12
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                              TAX EXEMPT BOND FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
   SHARES OR                          SECURITY                         MARKET
PRINCIPAL AMOUNT                    DESCRIPTION                         VALUE
- ---------------- --------------------------------------------------  -----------

<C>              <S>                                                 <C>
REVENUE (CONTINUED):
Sewer (5.5%):
    1,000,000    City and County of San Francisco, California
                  Sewer, 6.50%, 10/1/21, Pre-refunded 10/1/99 @
                  102..............................................  $ 1,097,500
    2,500,000    City and County of San Francisco, California
                  Sewer, 0.00%, 10/1/10............................    1,087,500
                                                                     -----------
                                                                       2,185,000
                                                                     -----------
Telecommunication (2.5%):
    1,000,000    Puerto Rico Telecommunications Authority, 4.80%,
                  1/1/01...........................................    1,011,250
                                                                     -----------
Transportation (12.8%):
    1,200,000    Los Angeles, California, City Department of
                  Airports, 5.50%, 5/15/07.........................    1,219,500
    1,000,000    Massachusetts Bay Transportation Authority, 5.60%,
                  3/1/08...........................................    1,027,500
    1,465,000    Port Authority New York & New Jersey, 5.80%,
                  12/1/12..........................................    1,488,806
    1,000,000    Puerto Rico Commonwealth Highway Authority, 6.75%,
                  7/1/05...........................................    1,091,250
      280,000    San Bernardino County, California, Transportation
                  Authority, 5.70%, 3/1/00 (b).....................      295,050
                                                                     -----------
                                                                       5,122,106
                                                                     -----------
Water (6.4%):
    1,400,000    California State Department of Water Resources,
                  6.00%, 12/1/06...................................    1,522,500
    1,000,000    Ohio State Water Development Authority, 5.70%,
                  6/1/09...........................................    1,032,500
                                                                     -----------
                                                                       2,555,000
                                                                     -----------
Total Revenue......................................................   18,037,607
                                                                     -----------
</TABLE>

                       See notes to financial statements.

                                       13
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                              TAX EXEMPT BOND FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
   SHARES OR                          SECURITY                         MARKET
PRINCIPAL AMOUNT                    DESCRIPTION                         VALUE
- ---------------- --------------------------------------------------  -----------
VARIABLE RATE DEMAND NOTES (1.5%):
<C>              <S>                                                 <C>
Industrial Development Revenue
      400,000    Grapevine Industrial Development Corp., Texas,
                  3.90%*, 12/1/24..................................  $   400,000
      200,000    Phenix County, Alabama, 3.95%*, 6/1/28............      200,000
                                                                     -----------
Total Variable Rate Demand Notes...................................      600,000
                                                                     -----------
INVESTMENT COMPANIES (0.5%):
      198,691    Prairie Municipal Money Market Fund...............      198,691
                                                                     -----------
Total Investment Companies.........................................      198,691
                                                                     -----------
                 Total (Cost -- $38,512,498)(a) (98.8%)............  $39,604,148
                                                                     -----------
                                                                     -----------
</TABLE>

- ------------
Percentages indicated are based on net assets of $40,051,668.

(a) Represents  cost for federal  income tax purposes and  differs from value by
    net unrealized appreciation of securities as follows:

<TABLE>
<S>                                                                     <C>
Unrealized appreciation...............................................  $1,148,719
Unrealized depreciation...............................................     (57,069)
                                                                        ----------
Net unrealized appreciation...........................................  $1,091,650
                                                                        ----------
                                                                        ----------
</TABLE>

(b) A portion of the security is held  by the custodian in a segregated  account
    as collateral for open futures contracts.

 * Variable  rate investments. The  rate reflected on  the Schedule of Portfolio
   Investments is the rate in effect at October 31, 1995.

At October 31, 1995, the Fund's open futures contracts were as follows:

<TABLE>
<CAPTION>
  # OF                     EXPIRATION    OPENING      CURRENT
CONTRACTS  CONTRACT TYPE      DATE       POSITION   MARKET VALUE
- ---------  --------------  -----------  ----------  ------------
<S>        <C>             <C>          <C>         <C>
   41      Municipal Bond   12/19/95    $4,673,844   $4,798,281
</TABLE>

                       See notes to financial statements.

                                       14
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                         SHORT DURATION TAX EXEMPT FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
   SHARES OR                          SECURITY                         MARKET
PRINCIPAL AMOUNT                    DESCRIPTION                         VALUE
- ---------------- --------------------------------------------------  -----------
<C>              <S>                                                 <C>
GENERAL OBLIGATIONS (35.9%):
Unlimited (35.9%):
      300,000    California State, 5.50%, 3/1/99...................  $   311,625
      700,000    Florida State Board Education, Capital Outlay,
                  6.50%, 6/1/97....................................      727,125
      700,000    Illinois State, 5.50%, 2/1/99.....................      724,500
      700,000    Minnesota State, 6.80%, 8/1/00, Prerefunded 8/1/98
                  @ 100............................................      747,250
      500,000    Phoenix, Arizona, City of, 5.30%, 7/1/06..........      516,250
    1,500,000    Tennessee State, 5.90%, 6/1/98....................    1,565,625
      150,000    Texas State Tax & Revenue Anticipation Note,
                  4.75%, 8/30/96...................................      151,213
    1,000,000    Washington Suburban Sanitation District, Maryland,
                  5.00%, 6/1/97....................................    1,016,250
                                                                     -----------
Total General Obligations..........................................    5,759,838
                                                                     -----------

REVENUE (64.7%):
Electric (21.4%):
      700,000    Georgia Municipal Electric Authority, 4.50%,
                  1/1/98...........................................      700,000
      700,000    Omaha Public Power District Electric Revenue,
                  6.50%, 2/1/17, Prerefunded 2/1/02 @ 101.50.......      781,375
      500,000    Sacramento, California, Municipal Utility
                  District, 5.25%, 11/15/04........................      513,125
      500,000    San Antonio Electric & Gas Revenue, 6.00%,
                  2/1/98...........................................      521,250
      900,000    Tacoma Washington Electric System, 4.90%,
                  1/1/98...........................................      914,625
                                                                     -----------
                                                                       3,430,375
                                                                     -----------
Housing (2.8%):
      450,000    Alaska State Housing Finance Corp., 4.35%,
                  12/1/98..........................................      450,000
                                                                     -----------
Health (11.2%):
      600,000    Harris County, Texas Health Facilities, 9.00%,
                  10/1/17, Pre-refunded 10/1/97 @ 102..............      664,500
    1,000,000    Maryland State Health & Higher Education
                  Facilities Authority, 7.00%, 7/1/19, Prerefunded
                  7/1/00 @ 102.....................................    1,125,000
                                                                     -----------
                                                                       1,789,500
                                                                     -----------
</TABLE>

                       See notes to financial statements.

                                       15
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP

                         SHORT DURATION TAX EXEMPT FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
   SHARES OR                          SECURITY                         MARKET
PRINCIPAL AMOUNT                    DESCRIPTION                         VALUE
- ---------------- --------------------------------------------------  -----------

<C>              <S>                                                 <C>
REVENUE (CONTINUED):
Lease (2.8%):
      450,000    Phoenix Arizona Civic Plaza Building Corp. Excise
                  Tax, 4.70%, 7/1/98...............................  $   457,313
                                                                     -----------
Telecommunications (6.3%):
    1,000,000    Puerto Rico Telecommunications Authority, 4.80%,
                  1/1/01...........................................    1,011,250
                                                                     -----------
Transportation (15.4%):
      675,000    New Jersey State Turnpike Authority, 6.00%,
                  1/1/98...........................................      698,625
    1,000,000    New York State Thruway Authority, 5.00%, 4/1/98...    1,018,750
      700,000    Pennsylvania State Turnpike, 6.15%, 6/1/99........      742,000
                                                                     -----------
                                                                       2,459,375
                                                                     -----------
Water (4.8%):
      755,000    Ohio State Water Development Authority, 4.95%,
                  12/1/98..........................................      771,044
                                                                     -----------
Total Revenue......................................................   10,368,857
                                                                     -----------

VARIABLE RATE DEMAND NOTE (1.9%):
Education (1.9%):
      300,000    Colorado Student Loan Obligation Bond, 3.85%*,
                  8/1/00...........................................      300,000
                                                                     -----------
Total Variable Rate Demand Note....................................      300,000
                                                                     -----------
INVESTMENT COMPANIES (0.7%):
      108,327    Prairie Municipal Money Market Fund...............      108,327
                                                                     -----------
Total Investment Companies.........................................      108,327
                                                                     -----------
                 Total (Cost $16,401,224)(a) (103.2%)..............  $16,537,022
                                                                     -----------
                                                                     -----------
</TABLE>

- ------------
Percentages indicated are based on net assets of $16,018,618.

(a) Represents cost for federal  income tax purposes and  differs from value  by
    net unrealized appreciation of securities as follows:

<TABLE>
<S>                                                                     <C>
Unrealized appreciation...............................................  $  143,615
Unrealized depreciation...............................................      (7,817)
                                                                        ----------
Net unrealized appreciation...........................................  $  135,798
                                                                        ----------
                                                                        ----------
</TABLE>

 * Variable  rate investments. The  rate reflected on  the Schedule Portfolio of
   Investments is the rate in effect at October 31, 1995.

                        See notes to financial statements.

                                       16
<PAGE>
                        PAYDEN & RYGEL INVESTMENT GROUP
                                TAX EXEMPT FUNDS

                         NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 1995

1.  ORGANIZATION

    Payden  & Rygel Tax Exempt  Bond Fund and Payden  & Rygel Short Duration Tax
Exempt Fund ("Funds") are  non-diversified series of  Payden & Rygel  Investment
Group  ("Group"), a Massachusetts business trust  organized on January 22, 1992.
The Group is registered under the Investment Company Act of 1940, as amended, as
an open-end management  investment company.  The Funds  offer both  Class A  and
Class  B shares;  however, as  of October 31,  1995 there  have been  no Class B
shares issued. Class B  shares are subject to  certain fees under a  shareholder
service  plan (the "Plan"); Class A shares  do not participate in the Plan. Both
classes of shares have  identical rights and privileges  except with respect  to
the  shareholder service  fees borne  by Class  B and  voting rights  on matters
affecting a single class. The Group  is authorized to issue an unlimited  number
of  shares of each class which are units of beneficial interest with a par value
of $.001 per share.

2.  SIGNIFICANT ACCOUNTING POLICIES

    The following is a  summary of significant  accounting policies followed  by
the Funds:

    SECURITIES VALUATION

    Portfolio securities are valued on the basis of quotes obtained from dealers
or   from   a   pricing  service   with   consideration  of   such   factors  as
institutional-sized trading  in similar  groups of  securities, quality,  yield,
coupon  rate, maturity, type of issue,  trading characteristics and other market
data. Options, futures, swaps, and other  similar assets are valued at the  last
available  bid  price  in the  case  of listed  securities  or on  the  basis of
information provided by brokers in the case of other securities. Securities  for
which  market quotations are not  readily available are valued  at fair value as
determined in good  faith pursuant  to guidelines  established by  the Board  of
Trustees.  Debt securities with  remaining maturities of sixty  days or less are
valued on  an  amortized  cost  basis unless  Payden  &  Rygel  (the  "Adviser")
determines that such basis does not represent fair value.

                                       17
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    INVESTMENT TRANSACTIONS AND RELATED INCOME

    Investment  transactions  are  accounted for  on  the date  the  security is
purchased or sold  (trade date). Interest  income is recognized  on the  accrual
basis.  All premiums or  original issue discounts are  amortized or accreted for
both financial  statement and  tax  reporting purposes  as required  by  Federal
income  tax regulations. Realized gains or losses on investment transactions are
determined on the identified cost basis.

    FUTURES CONTRACTS

    The Funds may purchase  or sell financial futures  contracts and options  on
futures contracts which provide for the future sale by one party and purchase by
another party of a specified quantity of a financial instrument at a fixed price
on  a future date. Upon entering into such a contract, the Funds are required to
deposit and  maintain as  collateral  such initial  margin  as required  by  the
exchange  on which the contract  is traded. Pursuant to  the contract, the Funds
agree to  receive from  or  pay to  the  broker an  amount  equal to  the  daily
fluctuations  in the value of the contract.  Such receipts or payments are known
as variation margin and are recorded as unrealized gains or losses by the Funds.
When the contract is closed, the Funds  record a realized gain or loss equal  to
the  difference between the value of the contract  at the time it was opened and
the value at  the time  it was  closed. The  Funds invest  in financial  futures
contracts  to  hedge against  anticipated future  changes  in interest  rates or
security prices. The potential risk to the Funds is that the change in value  of
the  underlying  securities may  not correlate  to  the change  in value  of the
contracts.

    REPURCHASE AGREEMENTS

    Each of  the  Funds may  enter  into repurchase  agreements  (agreements  to
purchase  U.S. Treasury  notes and bills,  subject to the  seller's agreement to
repurchase them at a specified time and price) with well-established  registered
securities  dealers or banks. Repurchase agreements  are the equivalent of loans
by the Funds. With respect to such  agreements, it is the Funds' policy to  take
possession  of the underlying  securities and, on  a daily basis, mark-to-market
such securities to  ensure that  the value,  including accrued  interest, is  at
least equal to the amount to be repaid to the Funds under each agreement.

    DELAYED DELIVERY TRANSACTIONS

    Each  of  the Funds  may purchase  securities  on a  when issued  or delayed
delivery  basis  and  sell  securities  on  a  delayed  delivery  basis.   These
transactions involve a commitment by a Fund to purchase or sell securities for a
predetermined  price or yield  with payment and delivery  taking place more than
seven days in the future or after a period longer than the customary  settlement
period   for  that  type  of   security.  No  interest  will   be  earned  by  a

                                       18
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Fund on such purchases until the  securities are delivered; however, the  market
value  may change prior to delivery. There  were no such commitments included in
the Funds' schedules of portfolio investments at October 31, 1995.

    DISTRIBUTIONS TO SHAREHOLDERS

    Distributions  to  shareholders  are  recorded  on  the  ex-dividend   date.
Dividends  from  net  investment  income  are  declared  and  paid  monthly, and
distributable net realized capital  gains on investments,  if any, are  declared
and  distributed at least  annually. All distributions  are paid in  the form of
additional shares unless cash payment is requested.

    Distributions to shareholders are determined  in accordance with income  tax
regulations which may differ from generally accepted accounting principles.

    FEDERAL INCOME TAXES

    It  is  the  policy  of each  of  the  Funds to  meet  the  requirements for
qualification as  a  regulated  investment  company  as  defined  in  applicable
sections of the Internal Revenue Code ("Code"), and to make distributions of net
investment  income  and net  realized gains  sufficient to  relieve it  from all
Federal income or excise taxes. Accordingly, no provision for Federal income  or
excise tax is necessary.

    The  Funds  each file  a tax  return annually  using tax  accounting methods
required under provisions of the Code  which may differ from generally  accepted
accounting  principles,  the  basis  on  which  these  financial  statements are
prepared.  The  differences  arise  primarily  from  the  treatment  of  futures
contracts  and deferral of certain losses  under Federal income tax regulations.
Accordingly, the amount of net investment income and net realized capital  gains
or  losses reported in these financial  statements may differ from that reported
in each Fund's tax return and,  consequently, the character of distributions  to
shareholders  reported in the financial highlights may differ from that reported
to shareholders for Federal income tax purposes.

    OTHER

    Shared expenses incurred by the Group are allocated among the series of  the
Group  on the basis of relative net assets. Series-specific expenses are charged
to each series  as incurred. Fund  expenses not  specific to any  class will  be
allocated   between  the   classes  based  upon   net  assets   of  each  class.
Class-specific expenses will be charged to each class as incurred.

                                       19
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.  PURCHASES AND SALES OF INVESTMENTS

    Purchases and sales of securities (excluding short-term securities) for  the
year ended October 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                 PURCHASES      SALES
                                -----------  -----------
<S>                             <C>          <C>
Tax Exempt Bond Fund..........  $25,727,317  $12,318,499
Short Duration Tax Exempt
 Fund.........................  $12,850,848  $11,297,950
</TABLE>

4.  UNAMORTIZED ORGANIZATION COSTS

    The  expenses incurred in connection  with the organization and registration
of the Tax Exempt Bond Fund and the Short Duration Tax Exempt Fund ($15,168  and
$6,170,  respectively) are  being reimbursed to  the Adviser and  amortized on a
straight-line basis over a period of approximately five years. As of October 31,
1995, organization costs of $5,707 for the  Tax Exempt Bond Fund and $1,967  for
the Short Duration Tax Exempt Fund have been amortized.

5.  RELATED PARTY TRANSACTIONS

    Investment  advisory services are  provided to the Funds  by Payden & Rygel.
Under the terms of the investment advisory agreement, the Adviser is entitled to
receive fees monthly, computed on the average  daily net assets of the Funds  at
an  annualized rate of .32%  on net assets up to  $500 million and decreasing to
 .25% on net assets over  $1 billion. The Adviser has  agreed to limit the  total
expenses,  including advisory fees, of  the Funds to .45%  of each of the Fund's
average daily net assets on an  annualized basis (exclusive of interest,  taxes,
brokerage commissions, blue sky fees, 12b-1 fees [if any such plan is adopted in
the  future] and extraordinary expenses). The Funds remain liable to the Adviser
for expenses subsidized in any fiscal year. As of October 31, 1995, the  Adviser
has  subsidized expenses of $186,593  and $113,640 for the  Tax Exempt Bond Fund
and the  Short Duration  Tax  Exempt Fund,  respectively. The  deferred  expense
subsidies  will be recognized in the  statement of operations in future periods,
if expense limits permit.

    The Adviser has incurred certain expenses in connection with the offering of
multiple class shares that will be charged to the Group upon the initial sale of
Class B shares to the public. Such expenses, approximately $40,000 as of October
31, 1995, will be allocated to all series of the Group that offer Class B shares
on the basis of relative net assets at  the time of the initial sale of Class  B
shares,  and will be prorated  between the classes on  the basis of eligible net
assets of each class over a five year period.

                                       20
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    Payden & Rygel Distributors Inc., an affiliate of Payden & Rygel, serves  as
the  distributor for the Funds and is not entitled to receive any fees under the
distribution agreement.

    On October 10, 1995,  The Winsbury Company  Limited Partnership changed  its
name  to  BISYS  Fund Services  Limited  Partnership d/b/a  BISYS  Fund Services
("BISYS"). BISYS and  BISYS Fund  Services Ohio,  Inc. are  subsidiaries of  the
BISYS Group, Inc.

    BISYS  serves as administrator (the "Administrator") to the Group. Under the
terms of the administration agreement, BISYS receives fees monthly, computed  on
the  average daily net assets of the Group  at an annualized rate of .10% on net
assets up to $250 million and decreasing to .02% on net assets over $1 billion.

    From time to time, fees may be  permanently reduced on a voluntary basis  by
the  Adviser and/or  Administrator in order  to assist the  Funds in maintaining
certain specified  expense  ratios. For  the  year ended  October  31,1995,  the
adviser  and administrator waived $6,055 and $1,659, respectively, for the Short
Duration Tax Exempt Fund.

    BISYS Fund Services Ohio, Inc. ("Company"), serves as transfer agent to  the
Group. Under the terms of the transfer agency agreement, the Company is entitled
to  receive fees  based upon a  specified amount per  shareholder with specified
minimum  per  portfolio  amounts  and  surcharges,  plus  certain  out-of-pocket
expenses.  The Company also  serves as fund  accountant. Under the  terms of the
fund accounting agreement, the Company receives  fees monthly at an annual  rate
of  $30,000 for each  Fund, plus certain  out-of-pocket expenses. Total transfer
agent and fund accounting  fees were $40,981  for the Tax  Exempt Bond Fund  and
$40,522  for the Short Duration  Tax Exempt Fund for  the year ended October 31,
1995.

    Certain officers and trustees of the  Group are affiliated with the  Adviser
or  Administrator. Such officers and trustees receive no fees from the Funds for
serving as officers and trustees of the Group.

    Effective January 1,  1996, Treasury  Plus Inc.,  a subsidiary  of Payden  &
Rygel  will serve  as administrator to  the Group. Effective  November 11, 1995,
Investors Fiduciary Trust Company will serve as transfer agent to the Group, and
as of January 1, 1996, they will serve as fund accountant.

                                       21
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6.  FEDERAL INCOME TAXES:

    For Federal income tax purposes, the  Tax Exempt Bond Fund has capital  loss
carryforwards  as  of October  31, 1995,  which are  available to  offset future
capital gains, if any:

<TABLE>
<CAPTION>
                                  AMOUNT     EXPIRES
                                -----------  -------
<S>                             <C>          <C>
Tax Exempt Bond Fund..........  $ 1,090,819    2002
                                $    92,036    2003
</TABLE>

7.  EXEMPT-INTEREST INCOME DESIGNATION (UNAUDITED):

    The Group designates  the following exempt-interest  income for the  taxable
year ended October 31, 1995:

<TABLE>
<CAPTION>
                                              SHORT DURATION
                                TAX EXEMPT      TAX EXEMPT
                                 BOND FUND         FUND
                                -----------   --------------
<S>                             <C>           <C>
Exempt-interest dividends.....  $1,550,981*     $743,140*
Exempt-interest dividends per
 share........................        0.46          0.42
</TABLE>

* Includes  exempt-interest  income from  alternative minimum  tax paper  in the
  amounts of $29,997  and $43,379 for  the Tax  Exempt Bond Fund  and the  Short
  Duration Tax Exempt Fund, respectively.

                                       22
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    The  percentage break-down  of the exempt-interest  income by  state for the
Funds' taxable year ended October 31, 1995 was as follows:

<TABLE>
<CAPTION>
                                                                 SHORT DURATION
                                                    TAX EXEMPT     TAX EXEMPT
                                                    BOND FUND         FUND
                                                    ----------   --------------
<S>                                                 <C>          <C>
Alabama...........................................      0.3%           0.5%
Arizona...........................................      1.2            4.1
California........................................     15.8            6.7
Colorado..........................................      0.3            0.3
Connecticut.......................................      0.0            4.2
Delaware..........................................      0.5            0.0
Florida...........................................      3.2            6.6
Georgia...........................................      2.1            4.4
Hawaii............................................      0.8            0.0
Illinois..........................................      3.2            9.2
Indiana...........................................      1.6            0.3
Kansas............................................      0.1            0.0
Kentucky..........................................      0.2            0.0
Louisiana.........................................      0.1            5.5
Maryland..........................................      5.4            6.8
Massachusetts.....................................      5.7            0.1
Michigan..........................................      0.3            0.1
Minnesota.........................................      0.0            5.0
Mississippi.......................................      3.8            0.0
Nebraska..........................................      0.0            3.2
Nevada............................................      1.2            2.0
New Hampshire.....................................      0.1            0.3
New Jersey........................................      1.6            4.8
New York..........................................     13.7            2.2
North Carolina....................................      2.5            0.0
Ohio..............................................      1.8            1.4
Pennsylvania......................................      4.0            0.1
Puerto Rico.......................................      3.8            1.3
South Carolina....................................      5.2            2.6
Tennessee.........................................      0.9            1.5
Texas.............................................      4.6           18.4
Utah..............................................      0.0            3.7
Virginia..........................................      9.4            0.3
Washington........................................      4.7            2.5
Wisconsin.........................................      1.8            1.3
Wyoming...........................................      0.1            0.6
                                                    -----          -----
  Total...........................................    100.0%         100.0%
                                                    -----          -----
                                                    -----          -----
</TABLE>

                                       23
<PAGE>
PAYDEN & RYGEL INVESTMENT GROUP
TAX EXEMPT FUNDS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                INCOME FROM                       DISTRIBUTIONS TO
                                           INVESTMENT ACTIVITIES                    SHAREHOLDERS

                                                                                                             Net
                      Net Asset                 Net realized      Total         From          Total         Asset
                       Value,        Net       and unrealized      from         net           from         Value,
                      Beginning   investment   gains (losses)   investment   investment    shareholder     End of      Total
                      of Period     income     on investments   activities     income     distributions    Period      Return
<S>                   <C>         <C>          <C>              <C>          <C>          <C>             <C>         <C>

- ------------------------------------------------------------------------------------------------------------------------------
TAX EXEMPT BOND FUND

Year ended            $   8.90         0.46             0.69         1.15        (0.46)          (0.46)   $    9.59     13.25%
October 31, 1995

For the period        $  10.00         0.33            (1.10)       (0.77)       (0.33)          (0.33)   $    8.90     (7.85)%(b)
December 21, 1993 to
October 31, 1994 (a)
- ------------------------------------------------------------------------------------------------------------------------------
SHORT DURATION TAX EXEMPT FUND
- ------------------------------------------------------------------------------------------------------------------------------

Year ended            $   9.93         0.42             0.15         0.57        (0.42)          (0.42)   $   10.08      5.88%
October 31, 1995

For the period        $  10.00         0.04            (0.07)       (0.03)       (0.04)          (0.04)   $    9.93     (0.35)%(b)
September 1, 1994 to
October 31, 1994 (a)

<CAPTION>
                                                           RATIOS/SUPPLEMENTARY DATA
                                                            Ratio                             Ratio
                            Net            Ratio           of net            Ratio           of net
                          Assets            of           investment           of           investment
                          at end         expenses          income          expenses          income
                            of              to               to               to               to
                          period          average          average          average          average        Portfolio
                           (000)        net assets       net assets       net assets*      net assets*       Turnover
<S>                   <C>               <C>              <C>              <C>              <C>              <C>
- ------------------------------------------------------------------------------------------------------------------------------
TAX EXEMPT BOND FUND
Year ended               $ 40,052             0.45%            4.97%            0.74%            4.69%          41.87%
October 31, 1995
For the period           $ 25,474             0.50%(c)         4.47%(c)         1.07%(c)         3.90%(c)       97.53%
December 21, 1993 to
October 31, 1994 (a)
- ------------------------------------------------------------------------------------------------------------------------------
SHORT DURATION TAX EXEMPT FUND
- ------------------------------------------------------------------------------------------------------------------------------
Year ended               $ 16,019             0.45%            4.12%            0.91%            3.66%          79.81%
October 31, 1995
For the period           $ 20,150             0.45%(c)         3.20%(c)         2.87%(c)         0.78%(c)        0.00%
September 1, 1994 to
October 31, 1994 (a)
</TABLE>

*   During the period, certain fees were voluntarily reduced and/or certain
    expenses were subsidized by the Adviser. If such voluntary fee reductions
    and expense subsidies had not occurred, the ratios would have been as
    indicated.

(a)  Period from commencement of operations.

(b)  Not annualized.

(c)  Annualized.

                       See notes to financial statements.

                   24                                      25
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Trustees
Payden & Rygel Tax Exempt Bond Fund and
Payden & Rygel Short Duration Tax Exempt Fund:

    We have audited the accompanying statements of assets and liabilities of the
Payden  & Rygel Tax Exempt  Bond Fund and the Payden  & Rygel Short Duration Tax
Exempt Fund, including the schedules of portfolio investments, as of October 31,
1995, and the related statements of operations for the year then ended, and  the
statements of changes in net assets and the financial highlights for the periods
presented.   These  financial  statements  and   financial  highlights  are  the
responsibility of the  Funds' management.  Our responsibility is  to express  an
opinion  on these  financial statements  and financial  highlights based  on our
audits.

    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our  procedures included  confirmation  of securities  owned  as of
October 31, 1995, by  correspondence with the Funds'  custodian and brokers.  An
audit  also includes  assessing the  accounting principles  used and significant
estimates made  by  management, as  well  as evaluating  the  overall  financial
statement  presentation. We believe  that our audits  provide a reasonable basis
for our opinion.

    In our opinion, such financial  statements and financial highlights  present
fairly,  in all material respects, the financial  position of the Payden & Rygel
Tax Exempt Bond Fund and  the Payden & Rygel Short  Duration Tax Exempt Fund  at
October  31, 1995, the results of their  operations for the year then ended, the
changes in their  net assets, and  the financial highlights  for the  respective
stated periods, in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Dayton, Ohio
December 8, 1995

                                       26
<PAGE>
                               GLOSSARY OF TERMS

ASSET-BACKED SECURITY

    A fixed income investment that is created when a lender pools assets such as
auto  loans or credit card receivables and  sells interests in the asset pool to
investors. These pools  typically mature in  less than five  years. In order  to
receive   a  AAA  credit   rating,  the  issuer  of   the  security  will  often
overcollateralize the pool by placing more assets in the pool than the value  of
the newly created securities.

AVERAGE MATURITY

    The amount of time until half of the portfolio will mature. This is computed
by weighting the time to maturity of each investment by the dollars invested.

CALLABLE BOND

    A  bond in which  the issuer has the  right to prepay the  debt prior to the
stated maturity  date. When  interest rates  fall, many  issuers pay  off  their
existing  debt and  issue new debt  at the  lower rate (much  like refinancing a
mortgage). Callable bonds are generally not as desirable when interest rates are
falling and thus their prices do not  increase as much as non-callable bonds  in
market rallies.

COMMERCIAL PAPER

    Typically commercial paper does not exceed 270 days to maturity.

CURRENCY EXPOSURE

    The  potential for gain or  loss from changes in  currency exchange rates. A
bond denominated in a foreign currency will increase in value as the U.S. dollar
weakens (foreign currency  strengthens). Conversely, this  same investment  will
decrease in value as the U.S. dollar strengthens (foreign currency weakens).

CURRENCY HEDGE

    An  investment strategy designed to  neutralize or change currency exposure.
Using the forward  exchange market,  or currency options,  these strategies  can
reduce the effect of changes in currency exchange rates on the portfolio.

DURATION

    A  mathematical calculation that computes a time-weighted value of each cash
flow to be  received from  an investment. Duration  is somewhat  analogous to  a
bond's  weighted  average  maturity,  and generally  increases  as  the  time to
maturity increases. Duration is a measure  of price sensitivity. The higher  the
duration,  the more the price  of an investment will move  for a given change in
interest rates.

                                       27
<PAGE>
GENERAL OBLIGATION BONDS

    Debt issued by a municipality which is  backed by the good faith and  credit
and  general  taxing power  of  the issuer.  No  specific source  of  revenue is
earmarked  to  repay  the  debt.  Interest  is  generally  Federal  tax-free  to
investors.

NET ASSET VALUE (NAV)

    The  value of the Fund after the  deduction of any liabilities and expenses.
When divided by the number  of shares outstanding, this  is the price per  share
for the Fund.

REVENUE BONDS

    Debt  issued by a municipality  to finance a particular  project such as the
construction of  roads  or airport  facilities.  The  debt is  repaid  from  the
revenues  of the  project. Investors  have no  recourse to  other assets  of the
municipality should  the project  be unable  to repay  its debt.  Principal  and
interest  payments are often insured  by a third party  in order to increase the
credit rating  of  the  debt  issue  and  thus  improve  its  attractiveness  to
investors.

TOTAL RETURN

    The  true return on an investment which is the total of interest earned, all
realized capital gains and any unrealized capital gains.

VARIABLE RATE DEMAND NOTE

    A municipal debt issue in  which the interest rate  is reset to meet  market
demand,  generally on  a daily or  weekly basis.  The investor has  the right to
return the  investment at  any time  at  a price  of 100  cents on  the  dollar.
Although  the debt may not mature for  several years, investors consider this to
be a short-term investment due to the right to return the note.

YIELD CURVE

    A graph  showing the  relationship between  bond yields  and their  time  to
maturity.  Yield curves are generally  constructed using government bonds. Other
fixed income investments, such as corporate bonds or mortgages, are then  valued
by  adding an  additional yield  to that  of the  comparable maturity government
issue. This additional yield is called the "yield spread" of the investment.

                                       28
<PAGE>
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                                 Payden & Rygel
                                   Investment
                                     Group

        333 SOUTH GRAND AVENUE-32ND FLOOR-LOS ANGELES, CALIFORNIA 90071
                            TELEPHONE (213) 625-1900


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