Exhibit a.34

                       THE PAYDEN & RYGEL INVESTMENT GROUP
                               AMENDMENT NO. 33 TO
                             MASTER TRUST AGREEMENT

     This Amendment No. 33 to the Master Trust Agreement of The Payden & Rygel
Investment Group, dated January 22, 1992, as amended (the Agreement"), is made
as of June 15, 2004.

     WHEREAS, pursuant to the Agreement, the Trustees have previously
established and designated eighteen sub-trusts known as the Payden Limited
Maturity Fund, Payden Short Bond Fund, Payden U.S. Government Fund, Payden GNMA
Fund, Payden Core Bond Fund, Payden Opportunity Bond Fund, Payden Real Return
Fund, Payden High Income Fund, Bunker Hill Money Market Fund, Payden Tax Exempt
Bond Fund, Payden California Municipal Income Fund, Payden Growth & Income Fund,
Payden Market Return Fund, Payden U.S. Growth Leaders Fund, Payden Small Cap
Leaders Fund, Payden Global Short Bond Fund, Payden Global Fixed Income Fund,
and Payden Emerging Markets Bond Fund; and

     WHEREAS, the Trustees have the authority, without shareholder approval,
under Section 7.3 of the Agreement, to amend the Agreement in any manner, so
long as such amendment does not adversely affect the rights of any shareholder
and is not in contravention of applicable law; and

     WHEREAS, the Trustees hereby desire to establish and designate an
additional sub-trust, to be known as the Payden Plus Fund, and to fix the rights
and preferences of the shares of such additional sub-trust, effective June 15,
2004;

     NOW THEREFORE:

     1. Effective June 15, 2004, the first paragraph of Section 4.2 of the
Agreement is hereby amended to read in pertinent part as follow:

     "Section 4.2 Establishment and Designation of Sub-Trusts. Without limiting
the authority of the Trustee set forth in Section 4.1 to establish and designate
any further Sub-Trusts, the Trustees hereby establish and designate nineteen
Sub-trusts and classes thereof: Payden Limited Maturity Fund, which shall
consist of one class of shares designated as "Investor Class" shares; Payden
Short Bond Fund, which shall consist of one class of shares designated as
"Investor Class" shares; Payden U.S. Government Fund, which shall consist of one
class of shares designated as "Investor Class" shares; Payden Core Bond Fund,
which shall consist of one class of shares designated as "Investor Class"
shares;



Payden Opportunity Bond Fund, which shall consist of one class of shares
designated as "Investor Class" shares; Payden Real Return Fund, which shall
consist of one class of shares designated as "Investor Class" shares; Payden
GNMA Fund, which shall consist of one class of shares designated as "Investor
Class" shares; Payden High Income Fund, which shall consist of one class of
shares designated as "Investor Class" shares; Bunker Hill Money Market Fund,
which shall consist of two classes of shares designated as "Investor Class" and
"Class D" shares; Payden Tax Exempt Bond Fund, which shall consist of one class
of shares designated as "Investor Class" shares; Payden California Municipal
Income Fund, which shall consist of one class of shares designated as "Investor
Class" shares; Payden Growth & Income Fund, which shall consist of one class of
shares designated as "Investor Class" shares; Payden Market Return Fund, which
shall consist of one class of shares designated as "Investor Class" shares;
Payden U.S. Growth Leaders Fund, which shall consist of one class of shares
designated as "Investor Class" shares; Payden Small Cap Leaders Fund, which
shall consist of one class of shares designated as "Investor Class" shares;
Payden Global Short Bond Fund, which shall consist of one class of shares
designated as "Investor Class" shares; Payden Global Fixed Income Fund, which
shall consist of one class of shares designated as "Investor Class" shares;
Payden Emerging Markets Bond Fund, which shall consist of one class of shares
designated as "Investor Class" shares; and Payden Plus Fund, which shall consist
of one class of shares designated as "Investor Class" shares. The shares of each
Sub-Trust and classes thereof and any shares of any further Sub-Trusts and
classes thereof that may from time to time be established and designated by the
Trustees shall (unless the Trustees otherwise determine with respect to some
further Sub-Trust or class a the time of establishing and designating the same)
have the following relative rights and preferences:".

     The undersigned hereby certify that the Amendment set forth above has been
duly adopted in accordance with the provisions of the Master Trust Agreement.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands for
themselves and their assigns, as of the day and year first above written. This
instrument may be executed in one or more counterparts, all of which shall
together constitute a single instrument.


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Joan A. Payden                          Christopher N. Orndorff




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W. D. Hilton, Jr.                       Dennis C. Poulsen


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J. Clayburn La Force                    Stender E. Sweeney


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Gerald S. Levey, M.D.                   Mary Beth Syal


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Thomas V. McKernan, Jr.