U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form
Please print or type.
1. Name and address of issuer
PAYDEN & RYGEL INVESTMENT GROUP
2. Name of each series or class of funds for which this notice is filed:
SEE ATTACHMENT A
3. Investment Company Act File Number:
811-6625
Securities Act File Number:
033-46973
4. Last day of fiscal year for which this notice is filed.
October 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for of reporting securities sold
after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
$66,000,000
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2.
$0
9. Number and aggregate sale price of securities sold during the fiscal
year.
$656,616,310
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$590,616,310
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
$0
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10):
$590,616,310
------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ ------------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 332,786,643
-----------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule 24e-
2 (if applicable):
+ -----------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable):
257,829,667
-----------
(vi) Multiple prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x 1/3300
------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)].
78,130.20
============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
12/31/96
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* s/Christopher N. Orndorff
Christopher N. Orndorff, Vice President
Date December 30, 1996
* Please print the name and title of the signing officer below the
signature.
ATTACHMENT A
Payden & Rygel Investment Group
Global Short Bond Fund
Global Fixed Income Fund
International Bond Fund
Short Duration Tax Exempt Fund
Tax Exempt Bond Fund
U.S. Treasury Fund
Limited Maturity Fund
Short Bond Fund
Intermediate Bond Fund
Opportunity Fund
Market Return Fund
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MA 02109-2991
Telephone (617) 570-1000
December 27, 1996
Payden & Rygel Investment Group
333 South Grand Avenue
Los Angeles, CA 90071
Ladies and Gentlemen:
As Massachusetts counsel to Payden & Rygel Investment Group (formerly
P & R Investment Trust) (the "Trust"), we have been requested to render
this opinion in connection with the filing by the Trust of a notice on
Form 24f-2 (the "Notice") with respect to its fiscal year ended October 31,
1996.
Reference is made to the Notice, wherein the Trust reports the number
and amount of shares (the "Shares") representing interests in each of the
Payden & Rygel Global Fixed Income Fund, Payden & Rygel Tax-Exempt Bond
Fund, Payden & Rygel Limited Maturity Fund, Payden & Rygel Short Bond Fund,
Payden & Rygel Intermediate Bond Fund, Payden & Rygel Opportunity Fund,
Payden & Rygel Short Duration Tax Exempt Fund, Payden & Rygel International
Bond Fund, Payden & Rygel U.S. Treasury Fund, Payden & Rygel Short Bond
Fund and Payden & Rygel Market Return Fund series of the Trust sold during
the fiscal year ended October 31, 1996 in reliance upon Rule 24f-2 under
the Investment Company Act of 1940, as amended.
We have examined the Master Trust Agreement, as amended, and By-Laws,
as amended, of the Trust, resolutions of certain meetings of the Trustees
of the Trust, and such other documents as we deemed necessary for purposes
of this opinion.
Based upon the foregoing, and assuming that all of the Shares were
sold, issued and paid for in accordance with the terms of the applicable
Prospectus and Statement of Additional Information contained in the Trust's
Registration Statement on Form N-1A in effect at the time of sale, in our
opinion the Shares were legally issued and are fully paid and non-
assessable by the Trust.
Very truly yours,
s/Goodwin, Proctor & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
