<PAGE> 1
THE PAYDEN & RYGEL INVESTMENT GROUP
Supplement to Prospectus dated December 20, 1999
On page 8 under the section entitled "How to Redeem Shares," the following
language is added after the second paragraph:
"The Group has authorized one or more brokers to accept
redemption orders on behalf of the Fund, and such brokers are
authorized to designate intermediaries to accept redemption orders on
behalf of the Fund. The Fund will be deemed to have received a
redemption order when an authorized broker or broker-authorized
designee accepts the order. A Customer's redemption order will be
priced at the Fund's NAV next computed after the order is accepted by
an authorized broker or broker-authorized designee. The authorized
broker or broker-authorized designee may charge the customer a fee for
handling the redemption order."
On page 10 under the section entitled "How to Purchase Shares," the following
language is added after the paragraph entitled "Additional Investments:"
"PURCHASES THROUGH BROKERS
The Group has authorized one or more brokers to accept
purchase orders on behalf of the Fund, and such brokers are authorized
to designate intermediaries to accept purchase orders on behalf of the
Fund. The Fund will be deemed to have received a purchase order when an
authorized broker or broker-authorized designee accepts the order. A
Customer's purchase order will be priced at the Fund's NAV next
computed after the order is accepted by an authorized broker or
broker-authorized designee. The authorized broker or broker-authorized
designee may charge the customer a fee for handling the purchase
order."
The date of this Prospectus Supplement is January 19, 2000
<PAGE> 2
THE PAYDEN & RYGEL INVESTMENT GROUP
Supplement to Statement of Additional Information dated December 20, 1999
On page 4 under the section entitled "OPERATING POLICIES," sub-paragraph (3),
"INVESTMENT COMPANIES," is deleted in its entirety and the following is
substituted in its place:
"As a matter of operating policy, the Fund may not:
....
(3) INVESTMENT COMPANIES. Purchase securities of open-end or closed-end
investment companies except in compliance with the Investment Company
Act of 1940, as amended. However, pursuant to an Order issued by the
SEC on December 29, 1999, the Fund may purchase shares of the Bunker
Hill Money Market Fund, provided that the investment does not exceed
25% of the Fund's total assets."
On page 7, the section entitled "Money Market Funds" is deleted in its entirety
and the following is substituted in its place:
"Money Market Funds
To maintain liquidity, the Fund may invest in unaffiliated money market
funds. No investment by the Fund in an unaffiliated money market fund
will be in excess of 3% of the total assets of the money market fund.
The Fund does not anticipate investing more than 15% of its net assets
in unaffiliated money market funds. In addition, pursuant to an Order
issued by the SEC on December 29, 1999, the Fund may purchase shares of
the Bunker Hill Money Market Fund, provided that the investment does
not exceed 25% of the Fund's total assets. An investment in a money
market fund by the Fund will involve payment by the Fund of its pro
rata share of advisory and administrative fees charged by such money
market fund."
The date of this Supplement to the Statement of Additional Information is
January 19, 2000.