ACCOUNTING SERVICES AGREEMENT



        THIS ACCOUNTING SERVICES AGREEMENT is made as of February ____, 2001, by

and between The Payden & Rygel Investment Group (the "Client") and BOSTON SAFE

DEPOSIT AND TRUST COMPANY ("Boston Safe") .



        WHEREAS, the Client wishes to retain Boston Safe to provide certain

accounting services with respect to the series of mutual funds (each a Fund and

collectively the "Funds") sponsored by Client as identified in Schedule A

hereto, and as such Schedule A may be amended from time to time as provided

herein to add or delete Funds, and for which Funds Boston Safe also acts as

Custodian pursuant to that certain Custody Agreement, dated as of November 1,

1996, as amended, between Client and Boston Safe;



        WHEREAS, Boston Safe is willing to furnish such services to the Client

as provided for herein;



        NOW THEREFORE, it is agreed between the parties hereto as follows:



1.      APPOINTMENT.



        The Client appoints Boston Safe to provide accounting services for the

period and terms set forth in this Agreement. Boston Safe accepts such

appointment and agrees to furnish the services in return for the compensation as

provided in Section 4 of this Agreement.



2.      ACCOUNTING SERVICES.



        Subject to the supervision and direction of the Client, Boston Safe

undertakes to do the following services:



        (a) Boston Safe shall maintain the general ledger for each Fund, process

portfolio transactions, including corporate actions, monitor daily income and

expenses and calculate each Fund's net asset value in accordance with Client's

instructions and agreed upon rules for valuation. Boston Safe shall price the

securities, including foreign currency holdings and any other holdings, of each

Fund for which market quotations are available by use of outside services

designated by Client. Boston Safe shall price all other securities, including

foreign currency holdings and any other holdings, in accordance with Client's

instructions.



        (b) Boston Safe shall provide reporting information to Client or its

independent auditors for the purpose of the Client's or its independent

auditor's determination of income, dividend and capital gains distributions;

calculate daily yields, seven day yields and SEC 30 day yields on a weekly basis

as agreed; reconcile cash movements with the Funds' custodian; reconcile with

the Funds' custodian all daily trade activity; process all transfer agent

activity as directed by Client or its Transfer agent; distribute daily net asset

values, dividend rates and yields





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to transfer agents, NASDAQ and third parties as directed by the client; provide

daily reports of security positions; provide reports to Client or its

independent auditors for the purpose of preparation of quarterly financial

reports to the Funds' Boards of Directors as reasonably requested; prepare trial

balance, portfolio listings and workpapers necessary for Client or its

independent auditors to prepare semi-annual and annual reports to shareholders;

and prepare such other reports as mutually agreed upon from time to time.



        (c) Providing the Client with such other accounting services and reports

as may be reasonably requested by the Client in writing, provided that the

Client supplies all necessary information enabling Boston Safe to supply such

services.



        (d) Boston Safe will keep and maintain on behalf of the Client such

books and records as agreed which the Client may be required to keep and

maintain pursuant to any applicable statutes, rules and regulations, including

without limitation, Rules 31a-1 and 31a-2 under the Investment Company Act of

1940, as may be amended (the "1940 Act"), relating to the maintenance of books

and records in connection with the services provided. Client shall advise Boston

Safe in writing of all applicable record retention requirements, other than

those set forth in the 1940 Act.

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