PAYDEN & RYGEL INVESTMENT GROUP
497, 1999-07-01
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Payden & Rygel Investment Group



                  Supplement to Prospectus dated March 1, 1999



Under the section entitled "Net Asset Value" (Prospectus, pages 35-36), the
third paragraph is deleted in its entirety and is replaced by the following
paragraph:

          "Domestic and foreign fixed income securities and other
          assets for which market quotations are readily available
          (other than obligations with remaining maturities of 60 days
          or less) are valued at market value on the basis of quotes
          obtained from brokers and dealers or pricing services, which
          take into account appropriate factors such as institutional-
          sized trading in similar groups of securities, yield,
          quality coupon rate, maturity, type of issue, trading
          characteristics and other market data. Certain fixed income
          securities which may have a bid-ask spread greater than ten
          (10) basis points may be valued, pursuant to guidelines
          established by the Board of Trustees, with reference to
          fixed income securities the prices of which are more readily
          obtainable and the risk of which is comparable to the
          securities being valued. The Board of Trustees has
          determined that debt securities with remaining maturities of
          60 days or less will be valued on an amortized cost basis,
          unless the Adviser determines that such basis does not
          represent fair value at the time. Swaps, caps and floors are
          valued on the basis of information provided by the
          institution with which the Fund entered into the
          transaction. Non-U.S. dollar securities are translated into
          U.S. dollars using the spot exchange rate at the close of
          the London market."


          Payden & Rygel International Equity Fund

On April 13, 1999, the Board of Trustees authorized management of The Payden &
Rygel Investment Group to close and liquidate the International Equity Fund.
Pursuant to that authorization, the Fund was closed on June 30, 1999.

   The date of this Prospectus Supplement is July 1, 1999





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