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PAYDEN & RYGEL
PAYDEN & RYGEL VALUE STOCK FUND
PAYDEN & RYGEL GROWTH STOCK FUND
PROSPECTUS
JANUARY 8, 1998
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TABLE OF CONTENTS
Funds Overview.........................................................4
Expense Information ...................................................5
Net Asset Value........................................................6
Dividends, Distributions and Taxes.....................................7
Investment Objectives and Policies ....................................9
Investment Practices..................................................11
Management of the Funds...............................................16
Shareholder Services..................................................19
Redemption of Shares..................................................22
How to Purchase Shares................................................22
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PAYDEN & RYGEL INVESTMENT GROUP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(800) 5PAYDEN
(213) 625-1900
The Payden & Rygel Investment Group (the "Group") is a professionally managed,
no-load, open-end management investment company. The Group currently consists of
a number of distinct portfolios with separate investment objectives. Information
about two of the portfolios, the Payden & Rygel Value Stock Fund and the Payden
& Rygel Growth Stock Fund (each a "Fund"), including the investment objectives
of each Fund, the types of securities in which each Fund may invest, and the
investment policies and restrictions applicable to each Fund, is set forth in
this Prospectus. There can be no assurance that each Fund's investment
objectives will be achieved. Because the market value of each Fund's investments
will change, the net asset value per share of the Funds also will vary.
This Prospectus sets forth concisely the information a prospective investor
should know before investing in each of these Funds. Payden & Rygel (the
"Adviser") serves as investment adviser for each of these Funds. Payden & Rygel
has been in the investment advisory business for 14 years and manages assets of
over $22 billion.
A Statement of Additional Information, dated December 30, 1997, containing
additional information about each Fund, has been filed with the Securities and
Exchange Commission and is incorporated by reference into this Prospectus. It is
available without charge and may be obtained by writing the Group at 333 South
Grand Avenue, Los Angeles, California 90071 or by telephone at (213) 625-1900 or
(800) 5PAYDEN (800-572-9336).
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, NOR ARE THE SHARES FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
This Prospectus should be read and retained for reference to information about
the Funds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 8, 1998.
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FUNDS OVERVIEW
FUND DESCRIPTIONS
The Value Stock Fund seeks long-term capital appreciation by investing with a
value discipline. Companies selected for investment exhibit one or more of the
following criteria: (a) a share price which appears to be inexpensive relative
to the growth rate of cash flow or the growth rate of sales; (b) an ability to
generate free cash flow internally; and (c) a positive catalyst, e.g., a new
product or successful business plan implementation, resulting in a greater
probability of realizing the company's potential intrinsic value.
The Growth Stock Fund seeks long-term capital appreciation by investing with a
growth discipline. Companies selected for investment exhibit one or more of the
following criteria: (a) a potential expansion in profitability based on factors
such as industry profit levels, competitiveness, and the company's own
competitive advantages and business strategy; (b) achievement or the potential
to achieve above average returns on equity; and (c) above average growth in
earnings before interest and taxes.
INVESTMENT RISKS AND CONSIDERATIONS
Each of the Funds invests principally in equity or equity-based securities.
Although equity securities have a history of long-term growth in value, their
prices fluctuate based on changes in the issuer's financial condition and
prospects, and on overall market and economic conditions.
Each of the Funds invests principally in the equity securities of "small-cap"
and "mid-cap" companies (issuers whose stock has a total market value of $250
million to approximately $4 billion at the time of purchase). Historically,
small-cap and mid-cap stocks have been more volatile in price than the
larger-capitalization stocks included in the Standard & Poor's 500 Stock Price
Index ("S&P 500 Index"). Among the reasons for the greater price volatility of
these securities are the less certain growth prospects of smaller firms, the
lower degree of liquidity in the markets for such stocks, and the greater
sensitivity of medium- and small-size companies to changing economic conditions.
In addition to exhibiting greater volatility, medium- and small-size company
stocks may fluctuate independently of larger company stocks. Medium- and
small-size company stocks may decline in price as large company stocks rise, or
rise in price as large company stocks decline.
Each of the Funds may invest up to 15% of its total assets in securities of
foreign issuers through American Depository Receipts ("ADRs") publicly traded in
the U.S. Investing in securities of foreign issuers involves investment risks
that are different in some respects from those incurred by a fund that invests
only in securities of U.S. governmental entities and domestic companies,
including differences in reporting standards; adverse changes in investment,
exchange or tax control regulations; political instability; changes in exchange
rates; greater portfolio volatility; additional transaction costs; less
government regulation of
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securities markets, brokers and issuers; possible difficulty in obtaining and
enforcing judgments in foreign courts; and imposition of restrictions on foreign
investments.
PURCHASE AND REDEMPTION OF SHARES
Each Fund offers its Class R Shares through Payden & Rygel Distributors with no
sales charge. In general, the minimum initial investment is $5,000, and the
minimum additional investment is $1,000. Tax-sheltered Retirement Plans and the
Automated Investment Programs require different minimum investments. See
"Shareholder Services" and "How to Purchase Shares." Shares of each Fund may be
exchanged for any class of shares of any other portfolio of the Group.
Shares of each Fund may be redeemed or exchanged without cost at the net asset
value per share of the Fund next determined after receipt of a request in proper
form. The redemption or exchange price may be more or less than the purchase
price.
EXPENSE INFORMATION
Class R Shares of each Fund are offered to investors on a no-load basis without
any sales commissions or distribution ("12b-1 plan") charges.
ANNUAL FUND OPERATING EXPENSES
For Class R Shares of each Fund, the Advisory Fees, Other Expenses and Total
Fund Expenses, as an estimated percentage of average net assets for the first
year of operation after reimbursement of Advisory fees and Other expenses, are
as follows:
<TABLE>
<CAPTION>
VALUE STOCK FUND GROWTH STOCK FUND
---------------- -----------------
<S> <C> <C>
Advisory Fees 0.60% 0.60%
Other Expenses 0.20% 0.20%
----- -----
Total Fund Expenses 0.80% 0.80%
</TABLE>
FUND EXPENSE LIMITS
The Adviser has voluntarily agreed to waive 0.60% of its advisory fee for each
Fund through June 30, 1998. In addition, the Adviser has guaranteed that, for so
long as it acts as investment adviser to a Fund, the total expenses of the Fund,
including advisory fees (but excluding interest, taxes, portfolio transaction
expenses, blue sky fees, 12b-1 plan fees [if any such plan is adopted in the
future] and extraordinary expenses), will not exceed 1.00% of the Fund's average
daily net assets on an annualized basis.
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In addition, the Adviser has voluntarily agreed to temporarily limit each Fund's
expense ratio to 0.80% of the Fund's average daily net assets on an annualized
basis through October 31, 1998 (exclusive of interest, taxes, portfolio
transaction expenses, blue sky fees, 12b-1 plan fees [if any such plan is
adopted in the future] and extraordinary expenses).
Each Fund will reimburse the Adviser for fees foregone or other expenses paid by
it in any fiscal year pursuant to the expense guarantee or voluntary expense cap
at a later date, without interest, so long as such reimbursement will not cause
the annual expense ratio for the year in which it is made to exceed the amount
of the expense guarantee or voluntary expense cap (whichever is in effect at the
time of reimbursement). No Fund will be required to repay any unreimbursed
amounts to the Adviser upon termination of its investment management contract
with respect to the Fund. Actual expenses for Class R Shares of each Fund for
the fiscal year ending October 31, 1998, before reimbursement by the Adviser,
are estimated to be 2.50% of average daily net assets (annualized).
EXPENSES PER $1,000 INVESTMENT
The following table illustrates the expenses a shareholder would pay on a $1,000
investment in the Class R Shares of each Fund over various time periods assuming
(1) a 5% annual return and (2) redemption at the end of each time period. As
noted above, there are no Fund redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Value Stock Fund $10 $32
Growth Stock Fund $10 $32
</TABLE>
The information in the table is provided for purposes of assisting current and
prospective shareholders in understanding the various costs and expenses that an
investor will bear, directly or indirectly. The hypothetical annual return of 5%
is used for illustrative purposes only and should not be interpreted as an
estimate of any Fund's annual returns, as there can be no guarantee of any
Fund's future performance.
NET ASSET VALUE
The net asset value per share of each Fund is determined as of the close of
regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time)
by dividing the difference between the value of assets and liabilities of the
class by the number of shares of that class outstanding. Equity securities
listed or traded on any domestic (U.S.) securities exchange are valued at the
last sale price or, if there have been no sales during the day, at the last bid
prices. Securities traded only on the over-the-counter market are valued at the
latest bid prices.
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DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends are declared and distributed to shareholders semi-annually for each of
the Funds. Any net realized capital gains from the sale of portfolio securities
will be distributed no less frequently than once yearly. Dividend and capital
gain distributions of each Fund will be paid in the form of additional shares of
the Fund at the net asset value on the ex-dividend date unless the shareholder
elects to have them paid in cash by completing an appropriate request form.
Each Fund has elected and intends to qualify annually to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code"). As a regulated investment company, each Fund generally is not
subject to federal income tax on its investment company taxable income (which
includes interest and net short-term capital gains in excess of any net
long-term capital losses) and net capital gain (net long-term capital gains in
excess of the sum of net short-term capital losses and unexpired capital loss
carryovers), if any, that it distributes to shareholders, provided it
distributes each taxable year at least 90% of its investment company taxable
income, including any net interest income excludable from gross income under
section 103(a) of the Code. Each Fund intends to distribute to its shareholders,
at least annually, substantially all such amounts.
Dividends and distributions from long-term capital gains paid by the Funds are
taxable. Capital gains distributions are made when a Fund realizes net capital
gains on sale of portfolio securities during the year. Any short-term capital
gains or any taxable interest income will be distributed as a taxable ordinary
dividend distribution. Sale of a Fund's shares is a taxable event and may result
in a capital gain or loss.
Investment income received from sources within foreign countries may be subject
to foreign income taxes. The U.S. has entered into tax treaties with many
foreign countries which entitle certain investors to a reduced rate of tax or to
certain exemptions from tax. The Funds will operate so as to qualify for such
reduced tax rates or tax exemptions whenever practicable. The Funds may qualify
for and make an election permitted under section 853 of the Code so that
shareholders will be able to claim a credit or deduction on their Federal income
tax returns for, and will be required to treat as part of the amounts
distributed to them, their pro rata portion of the income taxes paid by the
Funds to foreign countries (which taxes relate primarily to investment income).
The shareholders of the Funds may claim a credit by reason of the Funds'
election subject to certain limitations imposed by section 904 of the Code.
However, no deduction for foreign taxes may be claimed under the Code by
individual shareholders who do not elect to itemize deductions on their Federal
income tax returns, although such a shareholder may claim a credit for foreign
taxes and in any event will be treated as having taxable income in the amount of
the shareholder's pro rata share of foreign taxes paid by the Funds. Although
the Group intends to meet the requirements of the Code to "pass through" such
taxes, there can be no assurance that the Funds will be able to do so.
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Prior to purchasing shares of a Fund, an investor should carefully consider the
impact of the dividends or capital gains distributions which are expected to be
or have been announced. Any dividends or distributions paid shortly after a
purchase by an investor will have the effect of reducing the per share net asset
value of the investor's shares by the per share amount of the dividends or
distributions.
Distributions may be subject to additional state and local taxes, depending on
each shareholder's particular situation. Shareholders should consult their own
tax advisers with respect to the particular tax consequences to them of an
investment in a Fund. For further discussion of these matters, please see the
Statement of Additional Information.
CAPITALIZATION
The Group was organized as a Massachusetts business trust on January 22, 1992.
Its Declaration of Trust authorizes the Board of Trustees to issue an unlimited
number of shares of beneficial interest in the Group and to classify or
reclassify any unissued shares into one or more series or classes of shares.
Pursuant to such authority, the Board of Trustees has authorized the issuance of
nineteen series of shares, including the two series of shares which are sold
through this prospectus. Each of the Funds currently offers one class of shares,
the Class R Shares. The other portfolios of the Trust also offer Class S Shares,
which bear the expenses of a shareholder service plan of up to 0.25% of average
annual net assets.
VOTING
Shareholders have the right to vote in the election of Trustees and on any and
all matters on which they may be entitled to vote by law or the provisions of
the Declaration of Trust. Shares entitle their holders to one vote per share
(with proportionate voting for fractional shares). Shareholders will vote in the
aggregate and not by series or class except as otherwise required by law or when
the Board of Trustees of the Group determines that a matter to be voted on
affects only the interest of a particular series or class. Voting rights are not
cumulative, and accordingly the holders of more than 50% of the shares of the
Group may elect all of the Trustees. The Group is not required to hold regular
annual meetings of shareholders and does not intend to do so except when
required by law. The Declaration of Trust provides that the holders of not less
than two-thirds of the outstanding shares of the Group may remove a person
serving as Trustee at a shareholder meeting called by written request of the
holders of not less than 10% of the outstanding shares of the Group.
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INVESTMENT OBJECTIVES AND POLICIES
PAYDEN & RYGEL VALUE STOCK FUND
The Value Stock Fund's investment objective is to seek long term capital
appreciation. The Fund pursues its objective by investing primarily in common
stocks of small- and medium-capitalized companies. Currently, this group is
defined as those companies with a market capitalization of from $250 million to
approximately $4 billion. The Fund invests principally in publicly traded
securities of domestic companies, but may invest up to 15% of its total assets
in securities of foreign issuers through ADRs traded in the U.S.
The Adviser pursues the Fund's objective by using a value investment discipline.
In selecting companies for investment, the Adviser uses a proprietary
quantitative model to screen all publicly traded small-cap and mid-cap stocks
based on the following criteria related to cash flow. The Adviser then uses
fundamental analysis to select and weight the investment in 50-100 stocks from
the possible investments determined by the use of its quantitative analysis. As
a part of this qualitative analytical process, the Adviser evaluates the extent
to which a company meets the investment criteria set forth below. The weight
given to a particular investment criterion will depend upon the circumstances,
and some portfolio holdings may not meet all of the following criteria:
Price to value disparity. The Adviser seeks companies whose share price
appears to be inexpensive relative to the growth rate of cash flow and/or the
growth rate of sales. The Adviser believes that traditional methods of measuring
value, such as ratios of price to earnings or price to book value, are less
indicative of a company's true intrinsic value, due to the unprecedented
willingness of companies to write down assets and take charges to income. The
Adviser believes that fewer distortions are present in the cash flow and sales
measures, and this provides a more accurate measure of intrinsic value.
Ability to generate free cash flow internally. Cash flow is defined as
earnings before extraordinary items plus depreciation. The conceptual definition
of free cash flow is all the cash generated by operations that can be
distributed back to shareholders without affecting the current growth of the
firm. A shorthand estimation procedure for such free cash flow subtracts from
cash collections non-discretionary cash expenses and non-discretionary capital
expenditures. Using this concept, the firm can distribute these free cash flows
back to shareholders without reducing its market value, or use these free cash
flows to take advantage of new business opportunities. The firm can also use its
free cash flows to pay down debt, thereby increasing market value for
shareholders. The Adviser believes that a company that is able to generate free
cash flow internally is also a company with financial flexibility. We seek
companies with relatively clean financial statements that adhere to conservative
accounting practices.
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Positive Catalyst. The Adviser believes that companies with a positive
catalyst have a greater probability of realizing their potential intrinsic
value. Such a catalyst may be a new product, a management addition or change, or
the successful implementation of a business plan.
In general, the Value Fund will remain fully invested in equities, and the
Adviser will not maintain a significant cash position as part of an attempt to
time the market.
PAYDEN & RYGEL GROWTH STOCK FUND
The Growth Stock Fund's investment objective is to seek long term appreciation
of capital. The Fund pursues its objective by investing primarily in common
stocks of small- and medium- capitalized companies. Currently, this group is
defined as those companies with a market capitalization of from $250 million to
approximately $4 billion. The Fund invests principally in publicly traded
securities of domestic companies, but may invest up to 15% of its total assets
in securities of foreign issuers through ADRs traded in the U.S.
The Adviser pursues the Fund's objective by using a growth investment
discipline. In selecting companies for investment, the Adviser uses a
proprietary quantitative model to screen all publicly traded small-cap and
mid-cap stocks based on the investment criteria set forth below. The adviser
then uses fundamental analysis to select and weight the investment in 50-100
stocks from the possible investments determined by the use of its quantitative
analysis. As a part of this qualitative analytical process, the Adviser
evaluates the extent to which a company meets the investment criteria set forth
below. The weight given to a particular investment criterion will depend upon
the circumstances, and some portfolio holdings may not meet each of the
following criteria:
A potential expansion in profitability. The Adviser believes that an
expansion in profit margins generally results in an improved market valuation.
Therefore, the Adviser will look for companies that it believes have the
potential of sustainable levels of profitability greater than their current
levels. The factors used to assess a sustainable level of future profitability
for a company include industry profit levels, competitiveness, and the company's
competitive advantages and business strategy. Competitive advantages could
include a distinctive attribute that cannot easily be duplicated by present or
potential competitors, or a product or services are regarded as being of
superior quality which enables the company to obtain a premium price, or a
distinctive capability in sales, service, or distribution.
Returns on equity. The company should have achieved, or have the
potential to achieve, an above average return on equity through the efficient
use of assets and adequate margins.
Earnings Growth. The Company should have above average growth in
earnings before interest and taxes. The Adviser believes this is a key criteria
in defining the stock of a company as a "growth" stock.
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In general, the Growth Stock Fund will remain fully invested in equities, and
the Adviser will not maintain a significant cash position as part of an attempt
to time the market.
INVESTMENT PRACTICES
INVESTMENT TECHNIQUES
The Adviser utilizes various investment techniques in managing each Fund's
portfolio, including the following:
EQUITY SECURITIES. Each of the Funds will invest its assets in equity securities
of companies having various levels of market capitalization. Generally, the
market capitalization of the companies in the portfolio of each Fund will be in
the range of $250 million to $4 billion at the time of purchase.
AMERICAN DEPOSITORY RECEIPTS. Each of the Funds may invest up to 15% of its
assets in ADRs. Generally, an ADR is a dollar denominated security issued by a
U.S. bank or trust company that represents, and may be converted into, an
underlying foreign security. ADRs may be denominated in a currency different
from the underlying securities into which they may be converted. Typically,
ADRs, in registered form, are designed for issuance in U.S. securities markets.
Investments in depository receipts entail risks similar to direct investments in
foreign securities.
STANDARD & POOR'S DEPOSITARY RECEIPTS. Standard & Poor's Depositary Receipts
("SPDRs") are shares of a publicly traded unit investment trust which owns the
stocks included in the S&P 500 Index, and changes in the prices of SPDRs track
the movement of the S&P 500 Index relatively closely. SPDRs are subject to the
risks of an investment in a broadly based portfolio of common stocks, including
the risk of declines in the general level of stock prices. They are also subject
to the risks of trading halts due to market conditions or other reasons that, in
the view of the American Stock Exchange, make trading in SPDRs inadvisable. As a
matter of operating policy, a Fund will not invest more than 25% of its assets
in SPDRs.
WARRANTS. Each of the Funds may invest in warrants. Warrants give the holder the
right to purchase a specified number of shares of the underlying stock at any
time at a fixed price, but do not pay a fixed dividend. Investment in warrants
involves certain risks, including the possible lack of a liquid market for
resale, potential price fluctuations as a result of speculation or other
factors, and the failure of the price of the underlying security to reach or
have reasonable prospects of reaching a level at which the warrant can be
prudently exercised (in which event the warrant may expire without being
exercised, resulting in a loss of the Fund's entire investment in the warrant).
As a matter of operating policy, a Fund will not invest more than 5% of its
total assets in warrants.
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OPTIONS AND FUTURES CONTRACTS. Each Fund may purchase and sell covered put and
call options on securities and securities indexes, index futures contracts
(agreements to take or make delivery of a specified quantity of financial
instruments at a specified price and date), and put and call options on such
futures contracts. Such options and futures contracts are derivative instruments
which may be traded on U.S. or foreign exchanges or with broker/dealers which
maintain markets for such investments. Each Fund may also employ combinations of
put and call options, including without limitation, straddles, spreads, collars,
and strangles. Further information regarding these techniques may be found in
the Statement of Additional Information. These techniques are used to hedge
against changes in securities prices in order to establish more definitely the
effective return on securities or currencies held or intended to be acquired by
a Fund, to reduce the volatility of the currency exposure associated with
investment in non-U.S. securities, or as an efficient means of adjusting
exposure to the stock, bond and currency markets. In addition to the hedging
transactions referred to above, each of the Funds may enter into options and
futures transactions to enhance potential gain in circumstances where hedging is
not involved.
An equity index, such as the S&P 500 Index, is a statistical measure designed to
reflect specified facets of a particular financial or securities market. An
option on an index gives the holder the rights, in return for the premium paid,
to require the writer to pay cash equal to the difference between the closing
price of the index and the exercise price of the option, times a specified
multiplier.
An index futures contract is an agreement pursuant to which two parties agree to
take or make delivery of an amount of cash equal to the difference between the
value of the index at the close of the last trading day of the contract and the
price at which the index contract was originally written.
Upon entering into a futures contract, the Fund will be required to deposit with
its custodian in a segregated account in the name of its futures broker a
specified amount of cash or securities. This amount is known as "initial
margin", and is in the nature of a performance bond or good faith deposit on the
contract which is returned to the Fund upon termination of the contract,
assuming all contractual obligations have been satisfied. Subsequent payments,
called "variation margin" to and from the broker, will be made on a daily basis
as the price of the index fluctuates, making the position in the futures
contract more or less valuable, a process known as "marking to market".
MONEY MARKET FUNDS. To maintain liquidity, each Fund may invest in unaffiliated
money market funds. No money market fund investment by a Fund will be in excess
of 3% of the total assets of the money market fund. Neither Fund anticipates
investing more than 15% of its net assets in money market funds. An investment
in a money market mutual fund by a Fund will involve payment by the Fund of its
pro rata share of advisory and administrative fees charged by such money market
fund.
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MONEY MARKET OBLIGATIONS. Each Fund may invest in U.S. dollar-denominated bank
certificates of deposit, bankers acceptances, commercial paper and other
short-term debt obligations of U.S. issuers, including U.S. Government and
agency obligations. All money market obligations will be considered high
quality, meaning that the security will be rated in one of the two highest
categories for short-term securities by at least two nationally recognized
rating services (or by one if only one rating service has rated the security)
or, if unrated, will be judged to be of equivalent quality by the Adviser.
REPURCHASE AGREEMENTS. For the purpose of maintaining liquidity or realizing
additional income, each Fund 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 economic equivalent
of loans by a Fund. In the event of a bankruptcy or default of any such dealer
or bank, a Fund could experience costs and delays in liquidating the underlying
securities which are held as collateral, and the Fund might incur a loss if the
value of the collateral held declines during this period.
REVERSE REPURCHASE AGREEMENTS. Each of the Funds may enter into reverse
repurchase agreements (agreements to sell portfolio securities, subject to such
Fund's agreement to repurchase them at a specified time and price) with
well-established registered dealers and banks. A Fund covers its obligations
under a reverse repurchase agreement by maintaining a segregated account
comprised of cash, U.S. Government securities or high-grade debt obligations,
maturing no later than the expiration of the agreement, in an amount (marked to
market daily) equal to its obligations under the agreement. Reverse repurchase
agreements are the economic equivalent of borrowings by a Fund.
RESERVES. Each Fund may establish and maintain reserves when the Adviser
determines that such reserves would be desirable to enable it to take advantage
of buying opportunities. A Fund's reserves may be invested in domestic and
foreign money market instruments, including government obligations, commercial
paper and short-term corporate debt issues meeting the quality standards
described above; money market funds, certificates of deposit and bankers'
acceptances of banking institutions described in the Statement of Additional
Information; and repurchase agreements. Although there is no limit on the
percentage of a Fund's assets which may be maintained in such reserves, under
normal circumstances no more than 10% of its total assets is expected to be
maintained in such reserves.
ILLIQUID SECURITIES. Some securities can be illiquid, meaning that they may not
be sold in the ordinary course of business within seven days at approximately
the price at which they are valued. Neither Fund will invest more than 15% of
its net assets in illiquid securities. In accordance with guidelines established
by the Board, the Adviser or Sub-adviser will determine the liquidity of each
investment using various factors such as (1) the frequency of trades and
quotations, (2) the number of dealers and prospective purchasers in the
marketplace, (3) dealer undertakings to make a market, (4) the nature of the
security
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(including any demand or tender features) and (5) the likelihood of continued
marketability and credit quality of the issuer.
TEMPORARY DEFENSIVE MEASURES. During times when the Adviser believes that a
temporary defensive posture is warranted, each Fund may hold part or all of its
assets in cash, U.S. Government and Government agency securities, money market
obligations, short-term corporate debt securities and money market funds. When
the assets of a Fund are so invested, the Fund may not be achieving its
investment objectives.
ADDITIONAL RISK FACTORS
DIVERSIFICATION
As the Adviser may from time to time invest a large percentage of each Fund's
assets in securities of a limited number of issuers, each Fund has been
classified as "non-diversified". As provided in the Investment Company Act of
1940, a diversified fund has, with respect to at least 75% of its total assets,
no more than 5% of its total assets invested in the securities of one issuer,
plus cash, Government securities, and securities of other investment companies.
Accordingly, each Fund may be more susceptible to risks associated with a single
economic, political or regulatory occurrence than a diversified investment
company. However, each Fund intends to qualify as a "regulated investment
company" under the Internal Revenue Code, and therefore will be subject to
diversification limits requiring that, as of the close of each fiscal quarter,
(i) no more than 25% of its total assets may be invested in the securities of a
single issuer (other than U.S. Government securities), and (ii) with respect to
50% of its total assets, no more than 5% of such assets may be invested in the
securities of a single issuer (other than U.S. Government securities) or
invested in more than 10% of the outstanding voting securities of a single
issuer.
FOREIGN INVESTMENTS
Each of the Funds may invest in securities of foreign issuers, through ADRs.
Investments in foreign securities present opportunities for both increased
benefits and risks as compared to investments in the U.S. securities market.
Securities markets in different countries may offer enhanced diversification of
investors' portfolios because of differences in economic, financial, political
and social factors. However, investing in securities of foreign issuers involves
certain risks and considerations not typically associated with investing in
securities of U.S. issuers. These risks may include less publicly available
information and less governmental regulation and supervision of foreign stock
exchanges, brokers and issuers. Changes in foreign exchange rates will affect
the value of the securities held in each of the Funds. Fluctuations in foreign
currency exchange rates will also affect the value of dividends earned, gains
and losses realized on the sale of securities and net investment income and
gains, if any, distributed to shareholders. Securities of foreign issuers are
subject to the possibility of expropriation, nationalization, confiscatory
taxation, adverse
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<PAGE> 15
changes in investment or exchange control regulation, political instability and
restrictions in the flow of international capital. Securities of some foreign
issuers are less liquid and their prices more volatile than the securities of
U.S. companies. It may also be more difficult to obtain and enforce judgments
against foreign entities.
OPTIONS AND FUTURES CONTRACTS
Transactions in securities options, futures contracts and options on futures
contracts involve a variety of risks, including the inability to close out a
position because of the lack of a liquid market and, in the case of futures
transactions, lack of correlation between price movements in the hedging vehicle
and the portfolio assets being hedged. To the extent that a Fund enters into
futures contracts, options on futures contracts or options on foreign
currencies, in each case other than for bona fide hedging purposes (as defined
by the Commodity Futures Trading Commission), the aggregate initial margin and
premiums required to establish those positions (excluding the amount by which
options are "in-the-money") will not exceed 5% of the liquidation value of the
Fund's portfolio, after taking into account unrealized profits and unrealized
losses on any contracts the Fund has entered into. Each Fund covers its
obligations with respect to such futures contracts and options by maintaining
assets sufficient (together with its margin deposits) to meet such obligations;
depending on the nature of the contract or option, this cover is in the form of
liquid assets, put or call options, the underlying instruments which are the
subject of the contract or option, or a long or short position in the contract
which is the subject of an option. Options and futures transactions can be
highly volatile and could result in reduction of a Fund's total return, and a
Fund's attempt to use such instruments for hedging purposes may not be
successful. The aggregate market value of a Fund's portfolio securities covering
put options on securities written by the Fund will not exceed 50% of its net
assets.
OTHER INVESTMENT POLICIES
Each Fund's investment program and policies are subject to further restrictions
and risks which are described in the Statement of Additional Information. Each
Fund's investment objective is fundamental and, therefore, may not be changed
without obtaining shareholder approval. Each Fund's other investment policies
and practices may be changed without shareholder approval unless otherwise
specified as fundamental policies.
FUNDAMENTAL INVESTMENT POLICIES. As a matter of fundamental policy, each Fund
will not (1) purchase a security of any issuer if, as a result, with respect to
50% of the Fund's total assets, more than 10% of the outstanding voting
securities of the issuer would be held by the Fund (other than obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities);
(2) borrow money except for temporary, extraordinary or emergency purposes or
for the clearance of transactions in amounts not exceeding 30% of its total
assets valued at market (for this purpose, reverse repurchase agreements and
delayed delivery transactions covered by segregated accounts as described above
are not considered to be borrowings.); or (3) in any manner transfer as
collateral for indebtedness any security of the
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<PAGE> 16
Fund except in connection with permissible borrowings. In addition, neither Fund
will purchase any security which would cause 25% or more of the value of the
Fund's total assets at the time of purchase to be invested in the securities of
any one or more issuers conducting their principal business activities in the
same industry, provided that (1) there is no limitation with respect to U.S.
Government obligations and repurchase obligations secured by such obligations,
(2) wholly owned finance companies will be considered to be in the industries of
their parents, (3) SPDRs will be divided according to the industries of their
underlying common stocks, and (4) utilities will be divided according to their
services (for example, gas, gas transmission, electric and telephone will each
be considered a separate industry).
OTHER INVESTMENT POLICIES. As a matter of operating policy, neither Fund will
(1) purchase a security of any one issuer if, as a result, more than 15% of the
value of its net assets would be invested in illiquid securities, including
repurchase agreements which do not provide for payment within seven days or
other securities which are not readily marketable; or (2) purchase additional
securities when borrowings exceed 5% of the Fund's total assets.
PORTFOLIO TURNOVER. Neither Fund can accurately predict its future annual
portfolio turnover rate. The Value Stock Fund's portfolio turnover is expected
to be less than 100%. Annual portfolio turnover for the Growth Stock Fund is
expected to be less than 200%. High turnover rates increase transaction costs
and may increase taxable capital gains. The Adviser considers these effects when
evaluating the anticipated benefits of short term investing.
Neither Fund can accurately predict it's future annual portfolio turnover rate.
MANAGEMENT OF THE FUNDS
The business of the Group is managed under the direction of its Board of
Trustees, which establishes the Group's policies and supervises and reviews the
management of the Funds. Information about the Trustees and the Group's
executive officers may be found in the Statement of Additional Information.
INVESTMENT ADVISER
Payden & Rygel serves as investment adviser to the Funds pursuant to an
investment management contract with the Group. The Adviser is an investment
counseling firm founded in 1983, and currently has over $22 billion of assets
under management. Payden & Rygel's address is 333 South Grand Avenue, Los
Angeles, California 90071. It is registered as an investment adviser with the
Securities and Exchange Commission and as a commodity trading adviser with the
Commodity Futures Trading Commission.
The Adviser manages the investment and reinvestment of the assets of the
nineteen portfolios of the Group, including the Funds, and reviews, supervises
and administers all investments. Several teams, each responsible for a number of
portfolios of the Group, including the Funds,
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<PAGE> 17
are responsible for the day-to-day management of these portfolios within the
broad investment parameters established by the Adviser's Global Investment
Policy Committee. These teams are supervised by the Executive Committee of the
Global Investment Policy Committee, comprised of John Isaacson, Scott King and
Christopher Orndorff.
John Isaacson is an Executive Vice President and the Chief Investment Officer of
Payden & Rygel. He joined the Company in 1988 and has 25 years of experience in
the investment business. Scott King is an Executive Vice President and the Head
of Trading at Payden & Rygel. He was one of the original members of the Company
when it was founded in 1983 and has over 17 years of investment experience.
Christopher Orndorff is a Vice President and head of Global Asset Allocation at
Payden & Rygel. He joined the company in 1990 and has 13 years of experience in
the investment business. Mr. Isaacson, Mr. King and Mr. Orndorff are responsible
for defining the broad investment parameters of the Funds, including the types
of strategies to be employed and the range of securities acceptable for
investment.
Each of the teams analyzes investment opportunities and strategies, and makes
portfolio management decisions (subject to prior review of significant decisions
by the Global Investment Policy Committee) and applies them to the portfolios
for which the team has responsibility. The strategy team responsible for the
Funds is the Equity Strategy Group, which is headed by Mr. Orndorff.
Since its organization in 1983, the Adviser has principally managed fixed income
portfolios. However, the Adviser and the members of its Equity Strategy Group
also have experience in various capacities managing portfolios invested
primarily in equity and equity-related securities. Their experience includes
development and management of the Payden & Rygel Growth & Income Fund and the
Payden & Rygel European Growth & Income Fund series of the Group, oversight of
the Payden & Rygel Global Balanced Fund and Payden & Rygel International Equity
Fund series of the Group (for which Scottish Widows Investment Management
provides day-to-day portfolio management services), and research and development
of the stock selection methodologies and techniques used in management of the
Value Stock Fund and Growth Stock Fund, as well as some past management of
separate account equity portfolios.
The Adviser receives a monthly fee from each Fund at the following annual rates:
0.60% for the first $1 billion of the Fund's average daily net assets, and 0.50%
of the Fund's average daily net assets above $1 billion.
ADMINISTRATOR AND TRANSFER AGENT
Treasury Plus, Inc., a wholly owned subsidiary of the Adviser, serves as the
Administrator to the Funds pursuant to a management and administration contract
with the Group. The Administrator's address is 333 South Grand Avenue, Los
Angeles, California 90071. The Administrator provides administrative services to
each Fund, including administrative and
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<PAGE> 18
clerical functions, certain shareholder servicing functions and supervision of
the services rendered to each Fund by other persons.
Investors Fiduciary Trust Company ("IFTC"), a Missouri trust company located at
801 Pennsylvania, Kansas City, Missouri, 64105, provides accounting, dividend
disbursing and transfer agency services to each Fund pursuant to fund accounting
and transfer agency contracts with the Group.
For providing administrative services to the Group, the Administrator receives a
monthly fee at the annual rate of 0.06% of the daily net assets of the Group.
IFTC receives fees for fund accounting services and dividend disbursing and
transfer agency services. Certain out-of-pocket expenses are also reimbursed at
actual cost.
Advisory and administrative fees generally will be charged to each class of
shares based upon the assets of that class. Expenses attributable to a single
class of shares will be charged to that class.
DISTRIBUTOR
Shares of the Funds are distributed through Payden & Rygel Distributors, a
wholly owned subsidiary of Payden & Rygel located at the same address. The
Distributor is a broker-dealer registered with the Securities and Exchange
Commission and is a member of the National Association of Securities Dealers,
Inc.
PERFORMANCE INFORMATION
Each of the Funds may, from time to time, include the yield and total return for
its Class R Shares in advertisements or reports to shareholders or prospective
investors. Yield will be quoted using the SEC definition, which is the
annualized net investment income per share during a particular 30-day (or one
month) period. Quotations of average annual total return will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in a Fund over specified periods.
OFFERING
Copies of the Group's 1998 Semi-Annual Report and Annual Report will be made
available upon publication without charge by writing or calling the Group at the
address and phone number listed in the front of this prospectus.
No dealer, sales representative or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained herein, and, if given or
made, such other information or representations may not be relied upon as having
been authorized by the Group or the Distributor. This Prospectus does not
constitute an offer by the Group or the Distributor to
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<PAGE> 19
sell, or a solicitation of an offer to buy, any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.
SHAREHOLDER SERVICES
TAX-SHELTERED RETIREMENT PLANS
The Funds accept purchases of shares by tax-sheltered retirement plans such as
IRAs, rollover IRAs, Keogh or corporate profit sharing plans, Simplified
Employee Pension plans, 403(b) and 401(k) plans. Please call a Fund
Representative to receive a retirement package which includes a special
application for tax-sheltered accounts. The Group does not provide fiduciary
administration or custody for such plans. The Group currently waives the
Fiduciary Administration Fees charged by IFTC associated with such plans.
EXCHANGE PRIVILEGE
The Group currently consists of nineteen investment portfolios, including the
Funds, with varying investment objectives or policies, and other investment
portfolios may be created. Class R Shares of each Fund may be exchanged for any
class of shares of any of the other investment portfolios of the Group.
Exchanges are made on the basis of the net asset values of the portfolios
involved. The minimum amount for any exchange is $1,000.
Because an exchange is considered a redemption and purchase of shares, the
shareholder may realize a gain or loss for federal income tax purposes. Before
making an exchange into another investment portfolio, a shareholder should
obtain and review a current prospectus of the investment portfolio into which
the shareholder wishes to transfer. When exchanging shares into another
investment portfolio, shareholders should be aware that, among other significant
differences, the portfolios may have different dividend payment dates, minimum
initial investments and minimum additional investments.
Exchanges will be effected upon receipt of written instructions signed by all
account owners. In addition, shareholders who complete the telephone privilege
authorization portion of the Account Registration Form may effect exchanges from
a Fund into an identically registered account in one of the other available
portfolios by a telephone call to the Distributor at (213) 625-1900 or (800)
5PAYDEN (800-572-9336). Finally, shareholders may participate in the Automatic
Exchange Plan to automatically redeem a fixed amount from one Fund for
investment in another portfolio on a regular basis. See "Automated Investment
Programs."
The Exchange Privilege may be modified or discontinued by the Group at any time
upon 60 days' notice to shareholders. The Group also reserves the right to limit
the number of exchanges a shareholder may make in any year to avoid excessive
Fund expenses. The Exchange Privilege is only available in states where the
exchange may be legally made.
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<PAGE> 20
TELEPHONE PRIVILEGE
Shareholders may exchange or redeem shares by telephone if they have elected
this option on the Account Registration Form. If a shareholder calls before 1:00
p.m. (Pacific Time), the exchange or redemption will be at the net asset value
determined that day; if a shareholder calls after 1:00 p.m. (Pacific Time), the
exchange or redemption will be at the net asset value determined on the next
business day. During periods of drastic economic or market changes, it is
possible that the telephone exchange privilege may be difficult to implement. In
this event, shareholders should follow the other exchange and redemption
procedures discussed in this prospectus.
Shareholders should realize that by electing the telephone privilege they may be
giving up a measure of security that they may have if they were to exchange or
redeem their shares in writing. The Group will employ procedures designed to
provide reasonable assurance that instructions communicated by telephone,
telegraph or wire communication are genuine and, if it does not do so, it may be
liable for any losses due to unauthorized or fraudulent instructions. The Group
reserves the right to refuse a telephone, telegraph or wire communication
exchange or redemption request if it believes that the person making the request
is not authorized by the investor to make the request. Neither the Group nor its
agents will be liable for any loss, liability or cost which results from acting
upon instructions of a person reasonably believed to be a shareholder with
respect to the telephone, telegraph or wire communication privilege.
AUTOMATED INVESTMENT PROGRAMS
Shareholders may take advantage of two programs which permit automated
investments in the Group's Funds.
ELECTRONIC INVESTMENT PLAN. If authorized by the shareholder, additional
investments in either Fund may be made using the Automated Clearing House System
("ACH") which transfers money directly from the shareholder's bank account to
the Fund for investment. Initial investments in the Funds may not be made
through ACH.
The ACH is an electronic money transfer system that is used throughout the
United States. It is easy, convenient, inexpensive and avoids the potential of
theft of checks from the postal system. It is used by many employers to pay
salaries and is also used by the United States Government to send social
security payments directly into retiree accounts.
Two investment options may be chosen. First, the shareholder may elect to make
investments on a set schedule either monthly or quarterly. Under this option,
the shareholder's financial institution will deduct an amount authorized by the
shareholder which will normally by credited to the Fund on the 15th day of the
month (or next business day if the 15th is a holiday or on a weekend). The
shareholder's bank account will typically be debited the prior business day,
although this varies with each financial institution. The
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<PAGE> 21
minimum initial investment, which may be made by check or wire, is $2,500, with
additional investments by ACH of no less than $250.
Under the second option, the shareholder may also elect to authorize ACH
transfers via telephone request. Money will be withdrawn from the shareholder's
account only when authorized by the shareholder. There will be no set schedule
of withdrawals from the shareholder's account. Additionally, the investor may
vary the amount of the investment. Under this option, the minimum initial
investment is $5,000, with additional investments by ACH no less than $1,000.
Due to operational considerations, for telephonic requests received prior to
12:30 p.m. (Pacific Time), the investment will be at the net asset value
determined on the next business day. For telephonic requests received after
12:30 p.m. (Pacific Time), the investment will be at the net asset value
determined on the second business day following receipt of the call.
Please note the following guidelines:
o The shareholder's financial institution must be a member of the Automated
Clearing House System.
o The shareholder must complete and return an Automated Investment Program
form along with a voided check or deposit slip at least 15 days prior to
the initial transaction.
o An account with the Group must be established before the Electronic
Investment Plan goes into effect.
o The Electronic Investment Plan will automatically terminate if all shares
are redeemed, or if the shareholder's financial institution rejects the
transfer for any reason, e.g., insufficient funds.
o Termination must be in writing and will become effective the month
following receipt.
AUTOMATIC EXCHANGE PLAN. Shareholders may participate in the Automatic Exchange
Plan to automatically redeem a fixed amount from one Fund for investment in
another portfolio of the Group on a regular basis. The shareholder elects this
option by completing an Automated Investment Programs form to determine the
periodic schedule (monthly or quarterly) and exchange amount (minimum amount of
$1,000) and to identify the portfolio of the Group in which the investment is to
be made. The automatic transfer is effected on the 15th day (or the next
business day if the 15th is a holiday or on a weekend) of the month. Before
effecting an exchange, you should obtain the current prospectus of the portfolio
into which the exchange is to be made. An exchange will be treated as a
redemption and purchase for tax purposes.
SHAREHOLDER INQUIRIES
Shareholders with inquires concerning either of the Funds may call the Group at
(213) 625-1900, or (800) 5PAYDEN, or write to Payden & Rygel Investment Group,
333 South Grand Avenue, Los Angeles, CA 90071.
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<PAGE> 22
REDEMPTION OF SHARES
Each Fund will redeem its shares at the net asset value next determined
following receipt of the request in proper form. Redemptions may be made in
writing, by calling the Distributor at (800) 5PAYDEN, by telegraph or by other
wire communication. No charge is made for redemptions. Shares redeemed may be
worth more or less than the purchase price of the shares, depending on the
market value of the investment securities held by the Funds at the time of
redemption.
Redemption requests in writing or by telegraph or other wire communications
should be directed to the Group at 333 South Grand Avenue, Attn.: Fund
Distributor, Los Angeles, California 90071. Payment for redemption of recently
purchased shares will be delayed until the Fund is advised that the purchase
check has been honored, which may take up to 15 days after receipt of the check.
If the proceeds of a written request are to be paid to a person other than the
record owner of the shares or are to be sent to an address other than the
address of record, the signature on the request must be guaranteed by a
commercial bank, a trust company or another eligible guarantor institution. A
signature guarantee may be rejected if it is believed to be not genuine or if
there is any reason to believe that the transaction is improper. Payment of the
redemption price will ordinarily be wired to the shareholder's bank or mailed to
the shareholder address of record one business day after receipt of the request;
the latter may take up to seven days. Telephone redemptions may be difficult to
implement during periods of drastic economic or market changes, which may result
in an unusually high volume of telephone calls.
A Fund may suspend the right of redemption or postpone the payment date at times
when the New York Stock Exchange is closed or during certain other periods as
permitted under the federal securities laws.
HOW TO PURCHASE SHARES
Shares of the Funds may be purchased at net asset value without a sales charge.
The minimum initial and additional investment levels per Fund are as set forth
below. An account may only be opened by completing an application and mailing it
to the appropriate address below under "Initial Investment." Shares cannot be
purchased until a properly completed application is received by the Group. If
you wish to open a tax-sheltered retirement plan (such as an IRA), special
application forms must be completed. Please be sure to ask for an IRA
information kit. Transaction fees may be charged for the purchase and/or sale of
shares through a broker.
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INITIAL INVESTMENT
BY CHECK - ALL FUNDS
- --------------------
o Complete Application
o Make check payable to the Fund and mail with application to:
Payden & Rygel Investment Group
P.O. Box 419318
Kansas City, MO 64141-6318
BY FEDERAL FUNDS WIRE
o Complete application and mail to:
o Payden & Rygel Investment Group
P.O. Box 419318
Kansas City, MO 64141-6318
o Wire Funds as follows when application has been processed:
The Boston Safe Deposit and Trust Company
ABA 011001234
A/C #115762
Mutual Funds #6630
Credit to (name of Payden & Rygel Fund here) \
For Account of (insert your account name here)
Please call the Group, at (213) 625-1900 or (800) 5PAYDEN, to
advise of any purchases by wire.
Shares of the Funds are purchased at the net asset value per share for each
class next determined after receipt by the Distributor of an order to purchase
shares in proper form. Purchase orders will be accepted only on days on which
the Funds and the Custodian are open for business, as defined below. The minimum
investment amount may be waived from time to time by the Distributor.
Each Fund is "open for business" on each day the New York Stock Exchange is open
for trading, which excludes the following holidays: New Year's Day, Martin
Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
MINIMUM INVESTMENTS
The minimum initial and additional investments per Fund for each type of account
are as follows:
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<TABLE>
<CAPTION>
ACCOUNT TYPE INITIAL SUBSEQUENT
------------ INVESTMENT INVESTMENT
---------- ----------
<S> <C> <C>
Regular $5,000 $1,000
Tax-Sheltered $2,000 $1,000
Electronic Investment Plan
Set schedule $2,500 $250
No set schedule $5,000 $1,000
</TABLE>
ADDITIONAL INVESTMENTS
Additional investments may be made at any time at net asset value by check, by
ACH, or by calling the Distributor and wiring federal funds to the Custodian as
described above.
OTHER PURCHASE INFORMATION
Purchases of each Fund's shares will be made in full and fractional shares.
Certificates for shares will not be issued. The Group reserves the right, in its
sole discretion, to suspend the offering of shares of any Fund or to reject
purchase orders when, in the judgment of its management, such suspension or
rejection is in the best interest of the Fund; and to redeem shares if
information provided in the client application proves to be incorrect in any
material manner.
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<PAGE> 25
INVESTMENT ADVISER
Payden & Rygel
333 South Grand Avenue
Los Angeles, California 90071
ADMINISTRATOR
Treasury Plus, Inc.
333 South Grand Avenue
Los Angeles, California 90071
DISTRIBUTOR
Payden & Rygel Distributors
333 South Grand Avenue
Los Angeles, California 90071
CUSTODIAN
The Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02109
TRANSFER AGENT
Investors Fiduciary Trust Company
801 Pennsylvania
Kansas City, Missouri 64105
AUDITORS
Deloitte & Touche LLP
1700 Courthouse Plaza Northeast
Dayton, Ohio 45402
COUNSEL
Paul, Hastings, Janofsky and Walker LLP
555 South Flower Street
Los Angeles, California 90071
January 8, 1998
25
