1
                                  SIERRA FUNDS
                           PROXY STATEMENTS AND ISSUES


SUMMARY OF PROXY(IES) PROPOSALS:

o    To elect a new Board of Trustees for:
     1. Sierra Trust Funds (STF)
     2. Sierra Asset Management (SAM) Portfolios
     3. Sierra Prime Income Fund (SPIF)
     4. Sierra Variable Trust (SVT)

o    To approve the replacement of Sierra Investment Advisors by Composite as
     the overall investment advisor for all Funds.

o    To retain the current sub-advisors (portfolio managers) for:
     1. STF & SVT Emerging Growth Fund (Janus)
     2. STF & SVT Growth Fund (Janus)
     3. STF & SVT International Growth Fund (Warburg Pincus)
     4. STF California Municipal Fund (Van Kampen)
     5. STF Florida Insured Municipal Fund (Van Kampen)
     6. STF California Insured Intermediate Municipal Fund (Van Kampen)
     7. Sierra Prime Income Fund (Van Kampen)

o    To give Composite day-to-day management authority over:
     1. California Money Fund                      10. SAM Portfolios
     2. Short Term High Quality Bond Fund          11. Sierra Variable Trust
     3. California Municipal Fund
     4. Florida Insured Municipal Fund
     5. California Insured Intermediate Municipal Fund
     6. Growth Fund
     7. Emerging Growth Fund
     8. International Growth Fund
     9. Target Maturity 2002 Fund

o    To authorize the Board of Trustees of STF and SVT to make future changes in
     sub-advisors (portfolio managers) without obtaining shareholder approval,
     in order to avoid costly shareholder solicitation expenses.

o    To approve the merger of the following Sierra Trust Funds into the
     substantially similar Composite Funds: Note: MAILING TO SHAREHOLDERS OF
     THESE FUNDS ONLY.
     1. U.S. Government Money Fund
     2. Global Money Fund
     3. U.S. Government Fund
     4. Corporate Income Fund
     5. National Municipal Fund

                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.
   2
     6. Growth and Income Fund

o    To approve the merger of the Short Term Global Government Fund INTO the
     Short Term High Quality Bond Fund in both the Sierra Trust and the Sierra
     Variable Trust. Note: MAILING TO STGG FUND SHAREHOLDERS ONLY.












                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.

   3



ADDITIONAL COMMENTS ON PROPOSALS:


o    The proposed adviser and sub-advisor/portfolio management changes apply to
     all existing classes of the Sierra Funds: A shares, B shares, S shares ,
     and/or I shares.

o    As the new investment adviser, Composite's responsibilities include: 1)
     supervising the investments of each Fund; 2) determining what portion of
     the assets will be invested or held in cash; and 3) periodically
     determining what securities will be purchased, retained, or sold by each
     Fund. This will relate to the following Sierra Trust Funds:
     1. California Money Fund (currently Alliance - to be replaced by Composite)
     2. Short Term High Quality Bond Fund (currently Scudder - to be replaced by
        Composite) 
     3. Target Maturity 2002 Fund (currently BlackRock - to be
        replaced by Composite)
     4. Sierra Asset Management Portfolios (currently Sierra Advisors - to be 
        replaced by Composite)

o    Composite will retain Janus, Warburg Pincus, and Van Kampen--firms already
     responsible for the day-to-day management of the following Sierra Trust
     Funds--and will have general oversight responsibilities for formulating the
     Funds' investment policies, analyzing economic trends affecting the Funds,
     and directing and evaluating the investment services provided by these
     sub-advisors:
     1. California Municipal Fund (Van Kampen)
     2. Florida Insured Municipal Fund (Van Kampen)
     3. California Insured Intermediate Municipal Fund (Van Kampen)
     4. Growth Fund (Janus)
     5. Emerging Growth Fund (Janus)
     6. International Growth Fund (Warburg Pincus)
     7. Prime Income Fund (Van Kampen)

o    Included in the proposed adviser/sub-advisor changes are new agreements for
     managing the non-merged Sierra Trust Funds, SAM Portfolios, Sierra Variable
     Trust Funds, and Sierra Prime Income Fund. The proposed agreements would:
     1. Maintain or decrease total annual shareholder expenses
     2. Allow the adviser to change sub-advisors (within six Funds) with shorter
        notice (60 days rather than the current 90 days) and do so without the 
        usual lengthy and costly process of soliciting/obtaining shareholder 
        approvals
     3. Maintain the basic one-year term limits for sub-advisor agreements
     4. Delete state-imposed shareholder expense limits which have been
        superseded by federal law



                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.

   4
BOARD OF TRUSTEES RECOMMENDATION AND RATIONALE


o    The Board of Trustees has a fiduciary responsibility to represent the best
     interests of Sierra shareholders. Based on a thorough review and with the
     assistance of expert investment counsel, THE BOARD UNANIMOUSLY RECOMMENDS
     SHAREHOLDERS VOTE "FOR" EACH PROPOSAL ON THE ENCLOSED PROXY(IES).

o    Past performance is not necessarily an indicator of future results;
     likewise, the effects of management changes on future performance of the
     Funds cannot be predicted with certainty. However, the investment strategy
     and discipline will continue, as will the focus on producing competitive
     long-term returns for shareholders.

o    At current asset levels and capital flows, annual fund shareholder expenses
     would either remain the same or decline (at least through 1998), according
     to best estimates and the terms of the proposed management agreements with
     the newly proposed advisor and sub-advisor management structures.

o    Sierra shareholders will continue to receive account statements and regular
     fund communications. These include SAM reallocation letters, year-end
     consolidated 1099s with comprehensive tax guide, annual and semi-annual
     reports, as well as annual prospectus updates.








                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.
   5



                                     Q & A
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          SPECIAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 23, 1997
- --------------------------------------------------------------------------------

     THIS PROXY IS ONLY RELEVANT TO THE COMPOSITE/SIERRA FUNDS RESTRUCTURING

WHO IS COMPOSITE?

1. WHAT IS COMPOSITE'S BACKGROUND AND EXPERIENCE IN MANAGING MUTUAL FUNDS?

   Dating from 1939, the Composite Group of Funds is one of the oldest mutual
   fund families in the country. All its funds are managed by Composite Research
   & Management Co., a subsidiary of Washington Mutual, Inc. since 1976.
   Composite benefits from many years of experience and expertise, and several
   of its funds have received high rankings in their categories by Lipper
   Analytical Services.

2. WHERE IS COMPOSITE LOCATED?

   The administrative and support offices of the Composite Group of Funds are
   headquartered in Spokane, WA. The funds are managed by Composite Research &
   Management Co., which is based in Seattle, WA.

      Composite Group of Funds               Composite Research & Management Co.
      601 West Main Avenue, #300             1201 Third Avenue, #1400
      Spokane, WA 99201                      Seattle, WA 98101

3. HOW CAN I OBTAIN ADDITIONAL INFORMATION ABOUT COMPOSITE?

   By calling 1-800-543-8072

COMPOSITE AS NEW INVESTMENT ADVISOR:

1. WHAT WOULD BE COMPOSITE'S ROLE AS THE INVESTMENT ADVISOR?

   As with Sierra Advisors, Composite Research & Management Co. will have the
   same general oversight responsibilities for formulating the Sierra Trust
   Funds' investment policies, analyzing economic trends affecting the Funds and
   directing and evaluating the investment services provided by the
   sub-advisors. Composite will ensure the funds are managed within their
   respective guidelines and according to overall corporate policies.
   Additionally, Composite will have 

- --------
* Meeting to be held at the Corporate Offices of Sierra Fund Administration,
9301 Corbin Avenue, Suite 333 Northridge, California 91324, at 11:00 a.m. PST.

                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.


   6

   investment discretion for the Short Term High Quality Bond Fund, Target
   Maturity 2002 Fund, and the California Money Fund, as well as the merged
   Funds and relevant SVT Funds (for which there will not be sub-advisors).

2. HOW WILL THE CHANGE FROM SIERRA ADVISORS TO COMPOSITE AFFECT THE PERFORMANCE
   OF THE FUNDS?

   Composite has a long and successful track record in portfolio management. The
   investment strategy and discipline will continue, as will the focus on
   producing competitive long-term returns for shareholders. However, past
   performance is not necessarily an indicator of future results.

3. HOW WILL THE CHANGE AFFECT EXPENSES?

   Many shareholders will experience some reductions in annual operating
   expenses at least through 1998. No shareholders will see their expenses
   increase (see Exhibit I).

MERGER OF SHORT TERM GLOBAL GOVERNMENT FUND INTO SHORT TERM HIGH QUALITY BOND
FUND:

1. WHY IS THE SHORT TERM GLOBAL GOVERNMENT FUND BEING MERGED INTO THE SHORT TERM
   HIGH QUALITY BOND FUND?

   Both Funds are similar in that they seek to provide investors a high level of
   current income and stability of principal. In addition, the combination of
   Fund assets should result in increased efficiencies in the management of
   costs and expenses.

   The Short Term High Quality Bond Fund invests in a diversified portfolio of
   investment-grade U.S. Government, corporate debt, and mortgage-backed
   securities, with average maturities between one and three years. These types
   of investments are used to seek a high level of current income and a high
   degree of principal stability. The short maturity and high quality bonds are
   intended to significantly reduce price volatility. The domestic holdings
   avoid both the currency risks and political, economic, and credit risks of
   foreign investing. Although some risks of foreign investing can be averted by
   currency hedging, these techniques involve costs and may not always produce
   sufficient net benefits for investors. We believe that, given current global
   economic conditions, the Short Term High Quality Bond Fund should provide
   greater benefit to shareholders and should provide competitive returns from
   its high quality, low volatility domestic holdings.

2. HOW DO PAST RETURNS FROM THESE TWO FUNDS COMPARE?

   In 1997, the Short Term High Quality Bond Fund has generated higher overall
   returns than the Short Term Global Government Fund. In addition, the yield of
   the Short Term High Quality Bond Fund has been very competitive relative to
   the Short Term Global Government Fund. Although some of the longer-term
   results favor the Short Term Global Government Fund, we believe the risks
   associated with international investing outweigh the marginal gains in
   returns for this investment objective. However, past performance is not
   necessarily an indicator of future results.


                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.

   7
MERGER OF CERTAIN SIERRA FUNDS INTO SIMILAR COMPOSITE FUNDS

1. WHICH SIERRA FUNDS ARE BEING MERGED INTO SIMILAR COMPOSITE FUNDS?

   SIERRA FUNDS EXCHANGING FROM       COMPOSITE FUNDS EXCHANGED INTO
   Global Money Fund                  Composite Money Market Fund
   U.S. Government Money Fund         Composite Money Market Fund
   U.S. Government Fund               Composite U.S. Government Securities Fund
   Corporate Income Fund              Composite Income Fund
   National Municipal Fund            Composite Tax-Exempt Bond Fund
   Growth and Income Fund             Composite Growth & Income Fund

2. WHY ARE THESE SIERRA FUNDS BEING MERGED INTO FUNDS IN THE COMPOSITE FAMILY,
   WHILE OTHER SIERRA FUNDS ARE REMAINING UNDER THE CURRENT STRUCTURE?

   Where investment objectives and policies and portfolio holdings are
   substantially similar, funds are being merged together to decrease
   transaction costs, to avoid shareholder confusion, duplicate efforts and
   expense, and to streamline portfolio management decision making. The
   remaining Sierra funds will continue to be available to provide increased
   diversification opportunities for shareholders.

3. HOW WILL THESE CHANGES AFFECT HOW THE FUNDS ARE MANAGED?

   Although fund portfolio managers may change, the basic investment objectives
   and limitations of the surviving Funds will remain similar.

4. HOW DO THE COMPOSITE FUNDS COMPARE WITH THEIR SIMILAR SIERRA FUNDS IN
   PERFORMANCE, RISK, ETC.?

   The Composite Funds are generally a good match for the respective Sierra
   Funds (see Exhibit II). The two fund groups share compatible objectives,
   policies, holdings, and management styles. Differences in past performance
   generally favor the Composite Funds, but, as we all know, past performance
   does not predict future results.

CONTINUATION OF CERTAIN SIERRA FUNDS' STRUCTURE UNDER CURRENT SUB-ADVISORS:

1. WILL ANY OF THE SIERRA TRUST FUNDS RETAIN THEIR CURRENT PORTFOLIO MANAGEMENT
   STRUCTURE AND CURRENT SUB-ADVISORS?

   Yes. The following funds will retain their current portfolio sub advisors:
   o  Growth Fund (Janus)
   o  Emerging Growth Fund (Janus)
   o  International Growth Fund (Warburg)
   o  California Municipal Fund (Van Kampen)
   o  Florida Insured Municipal Fund (Van Kampen)
   o  California Insured Intermediate Municipal Fund (Van Kampen)

                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.


   8

   o  Prime Income Fund (Van Kampen)

2. WHY ARE THESE FUNDS CONTINUING WITH THEIR CURRENT PORTFOLIO MANAGEMENT
   STRUCTURE?

   These funds are significantly different from the existing Composite Funds, so
   their addition as separate funds will enable Composite and Sierra, as a newly
   formed group of funds, to offer investors a comprehensive selection of funds
   and greater opportunities to diversify their investments. In addition, the
   sub-advisors currently managing these funds are highly experienced in
   managing money in these asset classes and are expected to enhance the overall
   portfolio management expertise of the combined group.

SIERRA ASSET MANAGEMENT (SAM) PORTFOLIOS:

1. HOW WILL THE PROPOSED ADVISORY AND SUB-ADVISOR/PORTFOLIO MANAGEMENT CHANGES
   AFFECT THE SAM PORTFOLIOS?

   The proposals to change the investment advisor and portfolio management for
   the other classes of Sierra funds (A, B, and S) also apply to I shares; I
   shares are the portfolio holdings of the SAM Portfolios. The asset management
   and allocation decisions of the SAM Portfolios will continue to be directed
   by Steve Scott in his role as portfolio manager. SAM Portfolios' management
   will then have a greater number of Funds in which to invest. This should
   provide a higher degree of diversification possibility to its asset
   allocation shareholders.

SIERRA PRIME INCOME FUND

1. OTHER THAN THE PROPOSED NEW INVESTMENT ADVISOR AND NEW AGREEMENT WITH THE
   CURRENT SUB-ADVISOR BEING RETAINED, WILL THERE BE ANY OTHER CHANGES INVOLVING
   THE FUND?

   No. The fund will retain its current investment objectives and policies; and
   its expense ratio will not be affected by the proposed changes in advisory
   arrangements.

PROXY PROCESS AND TIMING

1. SHOULD SHAREHOLDERS INDICATE THEIR CHOICES FOR EACH PROPOSAL?

   Fund specific card(s) will be printed and mailed, thereby allowing
   shareholders to vote only for those proposals relating to their fund holdings
   AS OF OCTOBER 29, 1997.

2. IS THERE AN EASIER WAY FOR SHAREHOLDERS TO INDICATE APPROVAL FOR THE
   APPLICABLE PROPOSALS?

   Yes! Shareholders may: 1) sign and date the proxy card and return it in the
   postage-paid envelope, 2) sign and fax both sides of the card to
   1-212-269-2796, or 3) call 1-800-848-3374.

                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.
   9
3. WHAT DOES A SHAREHOLDER'S SIGNATURE ON THE PROXY CARD MEAN?

   By simply signing and dating the card and mailing it in the postage-paid
   envelope, shareholders authorize the proxies to vote on the proposals on
   their behalf; basically to approve the proposals as presented in the proxy
   statement.

4. WHAT INFORMATION MAY INVESTMENT REPRESENTATIVES PROVIDE?

   Legally, registered representatives cannot make recommendations about how
   shareholders should vote; brokers may only encourage shareholders to read and
   understand the proxy issues, obtain answers to any questions, indicate their
   choices, sign and date the proxy card, and mail it as soon as possible.

5. WHY ARE THERE SO MANY PROPOSALS TO CONSIDER?

   Actually, shareholders don't have to worry about all of them! In fact, they
   may simply sign and date the proxy card and return it in the postage-paid
   envelope to allow the trustees to vote for them, if they wish. The
   pre-printed ballot will only allow shareholders to vote on the proposals
   relating to the Funds they actually own, if the shareholders choose to vote
   individually on the proposals.

6. IF SHAREHOLDERS WANT TO VOTE THEMSELVES, HOW DO THEY DETERMINE WHICH
   PROPOSALS TO VOTE ON?

   Shareholders should refer to their proxy statement(s) which lists the
   proposals they are entitled to vote on.

7. FOR INVESTORS IN THE SAM STRATEGIES (NOT THE SAM PORTFOLIOS), WHICH PROPOSALS
   ARE THEY ENTITLED TO VOTE ON?

   SAM Strategy shareholders own fund shares of the Sierra Trust and the
   proposals on which they are entitled to vote are based on actual fund
   holdings/positions as of the record date.

8. WHERE SHOULD SHAREHOLDERS CALL FOR ASSISTANCE WITH REGULAR FUND BUSINESS?

   Service Representatives are, and will remain, available at (800) 222-5852.

9. WHEN AND WHERE WILL THE SHAREHOLDER MEETING BE HELD?

    DATE:        DECEMBER 23, 1997

    TIME:        11:00 A.M. (PST)

    LOCATION:    SIERRA FUND ADMINISTRATION
                 9301 CORBIN AVENUE, SUITE 333
                 NORTHRIDGE, CALIFORNIA 91324.


                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.
   10



10. IF SHAREHOLDERS ARE NOT PLANNING TO ATTEND, HOW MAY THEY SUBMIT THEIR VOTE?

    By mail:       Postage-paid envelope provided
    By FAX:        (212) 269-2796
    By Telephone:  (800) 848-3374

11. HOW IMPORTANT IS MY VOTE? HASN'T THE BOARD ALREADY APPROVED THE MERGER
    TERMS?

    Shareholder approval is required before the proposals can be implemented;
    Board approval represents only the Board's views of the proposals and what
    it recommends to shareholders. Without sufficient responses and approval by
    shareholders, additional time-consuming and costly proxy solicitations would
    be required. Please exercise your vote by returning the ballot card or proxy
    card promptly.













                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.
   11
EXHIBIT I

EXHIBIT I

EXHIBIT II
















                           FOR BROKER/DEALER USE ONLY.
             NOT FOR WRITTEN OR VERBAL COMMUNICATION TO THE PUBLIC.

   12
              PERFORMANCE AND EXPENSE COMPARISON FOR MERGED FUNDS


PERFORMANCE ENDED SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------


                                                                                            SIERRA
FUND                                              1-YEAR        3-YEAR        5-YEAR        INCEPT.
                                                                                        
Composite U.S. Government Securities               9.99%         9.84%         6.09%         7.75%     7/25/89
Sierra U.S. Government                             9.72%         8.17%         4.91%         6.84%
Sierra U.S. Government (w/ waivers)               10.16%         8.65%         5.35%         7.41%

Composite Income                                  12.08%        10.84%         7.40%         9.25%     7/18/90
Sierra Corporate Income                           12.19%        10.89%         7.36%         8.86%
Sierra Corporate Income (w/ waivers)              12.62%        11.32%         7.66%         9.27%

Composite Tax-Exempt Bond                          7.72%         8.18%         6.64%         7.49%     7/18/90
Sierra National Muni                               8.79%         7.49%         6.43%         7.69%
Sierra National Muni (w/ waivers)                  9.11%         7.84%         6.85%         8.32%

Composite Growth & Income                         37.68%        27.17%        19.19%        14.21%     7/25/89
Sierra Growth & Income                            40.71%        26.25%        19.14%        14.08%
Sierra Growth & Income (w/ waivers)               40.71%        26.25%        19.14%        14.08%

- --------------------------------------------------------------------------------
Sources:  Sierra Investment Advisors and Composite Research.
All results are for A shares, based on NAV, and annualized.





                                     COMPOSITE EXPENSES         TOTAL SIERRA EXPENSES        SIERRA FUND EXPENSES
EXPENSE SUMMARY (A SHARES)               PRO FORMA               (GROSS, W/O WAIVERS)        (NET, AFTER WAIVERS)
SIERRA FUND
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      
Global Money                              0.78%                       1.17%                       0.85%
U.S. Government Money                     0.78%                       1.25%                       0.85%
U.S. Government                           0.97%                       1.33%                       1.00%
Corporate Income                          1.10%                       1.40%                       1.20%
National Municipal                        0.85%                       1.24%                       1.10%
Growth & Income                           1.08%                       1.50%                       1.50%      (no waivers)

- --------------------------------------------------------------------------------
Sierra Expenses are current while Composite Pro Forma reflect the proposed
merged Funds.


For Broker/Dealer Use Only. Not for Verbal or Written Communication to Clients.

   13
          COMPARISON OF SIERRA AND COMPOSITE FUNDS FOR PROPOSED MERGER


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MERGER OF SIERRA U.S. GOVERNMENT FUND INTO COMPOSITE U.S. GOVERNMENT SECURITIES
FUND


                     SUMMARY:        Composite is more conservative in quality
                                     and holdings, but Composite shareholders
                                     will likely approve changes which result in
                                     adding non-U.S. Government guaranteed bonds
                                     such as Fannie Mae's, Freddie Mac's and
                                     dollar rolls.



FUND:                             SIERRA U.S. GOVERNMENT FUND                          COMPOSITE U.S. GOVERNMENT SECURITIES FUND
                                                                                  
INCEPTION DATE:                   1989                                                 1982
MONTHLY DISTRIBUTION:             Fixed                                                Variable
CHARACTERISTICS:                  Primarily mortgages (currently 70%)                  Primarily mortgages (currently 71%)
PORTFOLIO HOLDINGS:               Minimum of 65% U.S. Government guaranteed            Minimum of 80% U.S. Government guaranteed.
                                  and agencies.
                                  Maximum of 35% other debt, convertibles,             Maximum of 20% repos and CMOs backed by
                                  and preferred issues.                                U.S. Government guaranteed securities.
                                  Maximum of 33% dollar rolls and reverse repos.       0%
                                  Maximum of 15% derivatives                           0%

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- --------------------------------------------------------------------------------
MERGER OF SIERRA CORPORATE INCOME FUND INTO COMPOSITE INCOME FUND

                     SUMMARY:        The Funds have similar overall quality
                                     (near A), but Composite barbells AAA and
                                     below investment-grade holdings. Composite
                                     shareholders may approve increasing "below
                                     investment grade" allowable maximum to 35%
                                     and adding interest rate futures, REITs,
                                     and dollar rolls.



FUND:                            SIERRA CORPORATE INCOME FUND                       COMPOSITE INCOME FUND
                                                                               
INCEPTION DATE:                  1990                                               1975
MONTHLY DISTRIBUTION:            Fixed                                              Variable
CHARACTERISTICS:                 Long-term maturity and duration                    Intermediate-term maturity and duration
                                 (21.2 & 7.0 years).                                (11.1 & 6.2 yrs).
PORTFOLIO HOLDINGS:              100% investment grade                              Minimum of 80% investment grade, 20% 
                                                                                    below investment grade.
                                 Can include: foreign denominated corporates,       Can include: U.S. dollar-denominated foreign 
                                 government and mortgage-backed, asset-backed,      corporate issues, governments, mortgage-backed, 
                                 Common stock, preferred, variable rated debt,      bank debt, and highest grade commercial paper.
                                 dollar rolls, and derivatives.                     No derivatives.

- --------------------------------------------------------------------------------


For Broker/Dealer Use Only. Not for Verbal or Written Communication to Clients.

   14
                                COMPARISON CONT.

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MERGER OF SIERRA NATIONAL MUNICIPAL FUND INTO COMPOSITE TAX-EXEMPT BOND FUND

                     SUMMARY:        Sierra has slightly higher overall quality
                                     but Composite is more conservative in
                                     holdings due to holding solely municipal
                                     issues (no derivatives). However, Composite
                                     shareholders may approve increasing "below
                                     investment grade" allowable maximum to 35%
                                     and adding interest rate futures.



FUND:                          SIERRA NATIONAL MUNICIPAL FUND                         COMPOSITE TAX-EXEMPT BOND FUND
                                                                                 
INCEPTION DATE:                1990                                                   1976
MONTHLY DISTRIBUTION:          Fixed                                                  Variable
CHARACTERISTICS:               Long maturity and duration (18.8 & 8.0 yrs).           More intermediate maturity and duration 
                                                                                      (11.6 & 7.5 yrs).
PORTFOLIO HOLDINGS:            Primarily investment grade.                            Minimum of 75% investment grade.
                                                                                      Maximum of 25% below investment grade.
                               Include:  Floating and variable rate mortgage-         Also can include:  municipal funds and 
                               backed issues, lease revenues, and reverse repos.      U.S. Government guaranteed municipal notes.

                               Can invest in derivatives.                             No derivatives.

- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
MERGER OF SIERRA GROWTH AND INCOME FUND INTO COMPOSITE GROWTH & INCOME FUND

                     SUMMARY:        Composite is more aggressive in holdings 
                                     and focuses more on growth rather than on
                                     growth and income. Composite's overall
                                     holdings are not intended to resemble or
                                     parallel the S&P 500, while Sierra attempts
                                     to stay relatively sector neutral in
                                     relation to the S&P 500.



FUND:                      SIERRA GROWTH AND INCOME FUND                        COMPOSITE GROWTH & INCOME FUND
                                                                           
INCEPTION DATE:            1989                                                 1949
OBJECTIVES:                Long-term growth with current income                 Long-term growth with current income
PORTFOLIO HOLDINGS:        94% Large- and mid-cap issues.                       90% Large- and mid-cap issues.
                           Can include: common stock, preferred, bonds,         Maximum of 25% in U.S. Dollar denominated foreign
                           mortgage-backed, T-Bills, and CDs.                   stocks.
                           Maximum of 10% in ADRs.                              Maximum of 35% in below investment grade paper.
                           Money markets, short-term deposits and paper.        Can invest in forwards and covered calls.
                           Can invest in derivatives.                           No derivatives.

- --------------------------------------------------------------------------------



For Broker/Dealer Use Only. Not for Verbal or Written Communication to Clients.