SIERRA PRIME INCOME FUND
N-30D, 1996-05-28
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<PAGE>


                                  S I E R R A
                                  -----------

                                  PRIME INCOME

                                      FUND



                               SEMI-ANNUAL REPORT
                              FOR THE PERIOD ENDED
                                 MARCH 31, 1996





                                  -----------
                                     SIERRA
                                     PRIME
                                  -----------
                                  INCOME FUND

<PAGE>
                            SIERRA PRIME INCOME FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                           MARCH 31, 1996 (UNAUDITED)


ASSETS
Investments, at value (Cost 7,136,023) (Note 2)
   See accompanying schedule ................................       $7,135,931
Cash ........................................................            2,119
Receivable for Fund shares sold .............................           97,395
Interest receivable .........................................            5,811
Unamortized organization costs (Note 7) .....................          180,816
Receivable from investment advisor (Note 3) .................           22,586
                                                                    ----------
   Total Assets .............................................        7,444,658
                                                                    ----------

LIABILITIES
Deferred facility fees (Note 2) .............................              256
Dividends payable ...........................................            6,540
Administration fee payable (Note 3) .........................            1,312
Accrued legal and audit fees ................................            5,779
Organization expense payable (Note 7) .......................          185,375
Accrued expenses and other payables (Note 3) ................           13,675
                                                                    ----------
   Total Liabilities ........................................          212,937
                                                                    ----------
NET ASSETS ..................................................       $7,231,721
                                                                    ==========

NET ASSETS CONSIST OF:
Paid in capital .............................................        7,231,813
Net unrealized depreciation of investments ..................              (92)
                                                                    ----------
   NET ASSETS ...............................................       $7,231,721
                                                                    ==========

Class A Common Shares Outstanding ...........................          723,181
                                                                    ==========
Net asset value per share of beneficial
   interest outstanding* ....................................           $10.00
                                                                    ==========
Maximum sales charge ........................................              4.5%
Maximum offering price per share of
   beneficial interest outstanding ($10.00/0.955) ...........           $10.47
                                                                    ==========

- ----------
* Redemption price per share is equal to Net Asset Value less any applicable
  contingent deferred sales charge.


                       See Notes to Financial Statements.

<PAGE>

                            SIERRA PRIME INCOME FUND
                             STATEMENT OF OPERATIONS
            FOR THE PERIOD FEBRUARY 16, 1996* THROUGH MARCH 31, 1996
                                   (UNAUDITED)


INVESTMENT INCOME:
Interest ........................................................      $ 22,206
Fees ............................................................             6
                                                                       --------
   Total investment income ......................................        22,212
                                                                       --------

EXPENSES:
Investment advisory fee (Note 3) ................................         3,907
Administration fee (Note 3) .....................................         1,439
Legal and audit fees ............................................         5,779
Trustees' fees and expenses (Note 3) ............................         6,332
Registration and filing fees ....................................         4,180
Tender offer fees ...............................................         7,377
Amortization of organization costs ..............................         4,559
Printing and Postage ............................................         1,967
Other ...........................................................         2,817
                                                                       --------
   Subtotal .....................................................        38,357
Fees waived and expenses absorbed
   by investment advisor (Note 3) ...............................       (38,357)
                                                                       --------
   Total expenses ...............................................             0
                                                                       --------
NET INVESTMENT INCOME ...........................................        22,212
                                                                       ========

NET REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS (Notes 2 and 4):
Net change in unrealized depreciation of securities .............           (92)
                                                                       --------
Net realized and unrealized gain/(loss) on investments ..........           (92)
                                                                       --------
NET INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS ....................................      $ 22,120
                                                                       ========
- ----------
* Commencement of operations.


                       See Notes to Financial Statements.

<PAGE>

                            SIERRA PRIME INCOME FUND
                       STATEMENT OF CHANGES IN NET ASSETS
            FOR THE PERIOD FEBRUARY 16, 1996* THROUGH MARCH 31, 1996
                                   (UNAUDITED)


Net investment income ..........................................     $   22,212
Net unrealized depreciation on investments during the period ...            (92)
                                                                     ----------
Net increase in net assets resulting from operations ...........         22,120
                                                                     ----------

Distributions to shareholders from net investment income:
   Class A Common Shares .......................................        (22,212)
Net increase in net assets from Fund share transactions:
   Class A Common Shares .......................................      7,131,813
                                                                     ----------
Net increase in net assets .....................................      7,131,721
                                                                     ----------

NET ASSETS:
Beginning of year ..............................................        100,000
                                                                     ----------
End of year ....................................................     $7,231,721
                                                                     ==========

AMOUNT
   CLASS A COMMON SHARES:
     Sold ......................................................     $7,116,461
     Issued as reinvestment of dividends .......................         15,352
                                                                     ----------
     Net Increase ..............................................     $7,131,813
                                                                     ==========

SHARES
   CLASS A COMMON SHARES:
     Sold ......................................................        711,646
     Issued as reinvestment of dividends .......................          1,535
                                                                     ----------
     Net Increase ..............................................        713,181
                                                                     ==========

- ----------
* Commencement of operations.


                       See Notes to Financial Statements.

<PAGE>

                            SIERRA PRIME INCOME FUND
                              FINANCIAL HIGHLIGHTS
               FOR A FUND SHARE OUTSTANDING THROUGHOUT THE PERIOD
                      FEBRUARY 16, 1996* TO MARCH 31, 1996
                                   (UNAUDITED)


Net asset value, beginning of period ...........................       $ 10.00
                                                                       -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ..........................................           .06
                                                                       -------
Total from investment operations ...............................           .06
                                                                       -------
LESS DISTRIBUTIONS:
Dividends from net investment income ...........................          (.06)
                                                                       -------
Total distributions ............................................          (.06)
                                                                       -------
Net asset value, end of period .................................       $ 10.00
                                                                       =======

TOTAL RETURN+ ..................................................          .59%
                                                                       =======

RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) ...........................       $ 7,232
Ratio of operating expenses to average net assets ..............         0.00%**
Ratio of net investment income to average net assets ...........         5.40%**
Portfolio turnover rate ........................................           12%
Ratio of operating expenses to average net assets without fees
waived and expenses absorbed by investment advisor .............         9.33%**
Net investment income per share without fees waived
and expenses absorbed by investment advisor ....................       $(0.04)

- ----------
 * Commencement of operations.
** Annualized.
 + Total return represents aggregate total return for the period indicated.
   The total return would have been lower if certain fees and expenses had not
   been waived and absorbed by the investment advisor.
<PAGE>

                            SIERRA PRIME INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                           MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
     Principal                                                           Loan     Stated
     Amount         Borrower                                  Rate*      Type     Maturity**      Value
     ---------      --------                                  -----      ----     --------        -----
<C>                 <C>                                       <C>        <C>      <C>             <C>
SENIOR LOAN INTERESTS -- 32.6%
     Broadcasting -- 3.3%
$      119,000      SKTV, Inc.................................7.438%     Term     07/31/2000      $   119,000
       119,000      Westinghouse Electric Corporation.........7.172      Term     11/24/2002          119,000
                                                                                                  -----------
                                                                                                      238,000
                                                                                                  -----------

     Cable -- 1.6%
       119,000      Marcus Cable Operating Company, L.P.......6.865      Term     12/31/2002          118,996
                                                                                                  -----------

     Food & Beverages -- 9.1%
       261,491      SC International Services, Inc............8.461      Term     09/30/2001          261,479
       325,959      SC International Services, Inc............8.448      Term     09/30/2002          325,938
        71,836      SC International Services, Inc............8.698      Term     09/30/2003           71,832
                                                                                                  -----------
                                                                                                      659,249

     Food Stores -- 2.5%
       119,000      Brunos, Inc...............................7.987      Term     02/18/2002          118,978
        60,000      Carr - Gottstein Foods....................8.344      Term     12/31/2002           59,996
                                                                                                  -----------
                                                                                                      178,974
                                                                                                  -----------

     Healthcare -- 1.6%
       119,000      Merit Behavioral Care Corporation.........8.063      Term     10/06/2003          118,998
                                                                                                  -----------

     Manufacturing -- 5.4%
       150,000      Interco Inc...............................8.438      Term     03/29/2004          149,955
       119,000      International Wire Group, Inc.............8.323      Term     09/30/2002          118,992
       118,709      Thompson Minwax Company...................8.440      Term     12/31/2002          118,709
                                                                                                  -----------
                                                                                                      387,656
                                                                                                  -----------

     Paper -- 5.8%
       117,945      Fort Howard Corporation...................8.041      Term     03/31/2002          117,950
       117,083      Jefferson Smurfit Corporation.............6.894      Term     04/30/2001          117,081
       119,000      S.D. Warren Company.......................7.880      Term     12/20/2001          118,997
        62,000      Stone Container Corporation...............8.502      Term     04/01/2000           62,000
                                                                                                  -----------
                                                                                                      416,028
                                                                                                  -----------

     Retail -- 3.3%
       119,000      Federated Department Stores, Inc..........6.320      Term     03/31/2000          119,010
       119,000      Saks & Company............................8.750      Term     06/30/2000          119,020
                                                                                                  -----------
                                                                                                      238,030
                                                                                                  -----------

                    Total Senior Loan Interests (cost $2,356,023)............................       2,355,931
                                                                                                  -----------

                                        See Notes to Financial Statements.

<PAGE>

                                               SIERRA PRIME INCOME FUND
                                         PORTFOLIO OF INVESTMENTS (CONTINUED)
                                              MARCH 31, 1996 (UNAUDITED)


     Principal
     Amount         Borrower                                                                       Value
     ---------      --------                                                                       -----

U.S. GOVERNMENT AGENCY DISCOUNT NOTES -- 66.1% (cost $4,780,000)
$    4,780,000      Federal Home Loan Bank (FHLB):
                           5.250% due 04/01/1996..............                                    $ 4,780,000
                                                                                                  -----------

TOTAL INVESTMENTS (Cost $7,136,023+) ......................... 98.7%                                7,135,931
OTHER ASSETS AND LIABILITIES (Net)............................  1.3                                    95,790
                                                              -----                               -----------
NET ASSETS ...................................................100.0%                              $ 7,231,721
                                                              =====                               ===========

<FN>
- ----------
   * Senior loans in which the Sierra Prime Income Fund invests generally pay
     interest at rates which are periodically redetermined by reference to a
     base lending rate plus a premium. These base lending rates are generally
     (i) the prime rate offered by one or more major United States banks; (ii)
     the lending rate offered by one or more major European banks, such as the
     London Inter-Bank Offered Rate (LIBOR); or (iii) the certificate of deposit
     ratio. Senior loans are generally considered to be restricted in that the
     Fund ordinarily is contractually obligated to receive approval from the
     Agent Bank and/or borrower prior to the disposition of a senior loan.
     Within each loan there may be different rates due to different reset dates.
     The rates disclosed for each loan are the weighted average coupon rates as
     of March 31, 1996.

  ** Senior loans in the Sierra Prime Income Fund's portfolio generally are
     subject to mandatory and/or optional prepayment. Because of these mandatory
     prepayment conditions and because there may be significant economic
     incentives for a Borrower to prepay, prepayments of senior loans in the
     Fund's portfolio may occur. As a result, the actual remaining maturity of
     senior loans held in the Fund's portfolio may be substantially less than
     the stated maturities shown. Although the Fund is unable to accurately
     estimate the actual remaining maturity of individual senior loans, the Fund
     estimates that the actual average maturity of the senior loans held in its
     portfolio will be approximately 18-24 months.

   + At March 31, 1996, the aggregate cost for federal tax purposes was
     $7,136,023. The gross unrealized appreciation for all securities in which
     there is an excess of value over tax cost and aggregate gross unrealized
     depreciation for all securities in which there is an excess of tax cost
     over value were $60 and $152, respectively.
</TABLE>

                                        See Notes to Financial Statements.

<PAGE>

                            SIERRA PRIME INCOME FUND
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.  ORGANIZATION AND BUSINESS

Sierra Prime Income Fund (the "Fund") is registered under the Investment Company
Act of 1940, as amended ("1940 Act"), as a non-diversified, closed-end
management investment company. The Fund was organized as a Massachusetts
business trust on October 4, 1995. During the period October 4, 1995 to February
15, 1996, the Fund had no operations other than those related to organizational
matters, including the initial capital contribution of $100,000 and the issuance
of 10,000 shares of beneficial interest to Sierra Fund Administration
Corporation.

The Trustees of the Fund authorized an unlimited number of Common Shares with
separate classes of beneficial interest. Currently there are only Class A Common
Shares continuously offered at a price equal to the next determined net asset
value ("NAV") per share plus a maximum sales charge based on a determined
schedule.

2.  SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements.

Portfolio Valuation:

Because Senior Loans are not actively traded in a public market, the Advisor and
Sub-Advisor, following procedures established by the Fund's Board of
Trustees,values the Senior Loan interests held by the Fund at fair value. In
valuing a Senior Loan interest, the Advisor and Sub-Advisor considers relevant
factors, data and information, including: (i) the characteristics of and
fundamental analytical data relating to the Senior Loan, including the cost,
size, current interest rate, period until next interest rate reset, maturity and
base lending rate of the Senior Loan interest, the terms and conditions of the
Senior Loan and any related agreements, and the position of the Senior Loan in
the Borrower's debt structure; (ii) the nature, adequacy and value of the
collateral, including the Fund's rights, remedies and interests with respect to
the collateral; (iii) the creditworthiness of the Borrower's business, cash
flows, capital structure and future prospectus; (iv) information relating to the
market for Senior Loans, including price quotations for (if considered reliable)
and trading in Senior Loans and interests in similar Loans; (v) the reputation
and financial condition of the Agent and any Intermediate Participants in the
Senior Loans; and (vi) general economic and market conditions affecting the fair
value of Senior Loans.

Other Fund holdings (other than short term obligations, but including listed
issues) are valued on the basis of prices furnished by one or more pricing
services which determine prices for normal, institutional-size trading units of
such securities using market information, transactions for comparable securities
and various relationships between securities which are generally recognized by
institutional traders. In certain circumstances, portfolio securities will be
valued at the last sale price on the exchange that is the primary market for
such securities, or the average of the last quoted bid price and asked price for
those securities for which the over-the-counter market is the primary market or
for listed securities in which there were no sales during the day. The value of
interest rate swaps is determined in accordance with a discounted present value
formula and then confirmed by obtaining a bank quotation.
<PAGE>

                            SIERRA PRIME INCOME FUND
              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)


Short-term obligations which mature in 60 days or less are valued at amortized
cost, if their original term to maturity when acquired by the Portfolio was 60
days or less, or are valued at amortized cost using their value on the 61st day
prior to maturity, if their original term to maturity when acquired by the Fund
was more than 60 days, unless in each case this is determined not to represent
fair value. Repurchase agreements will be valued by the Fund at cost plus
accrued interest. Securities for which there exist no price quotations or
valuations and all other assets are valued at fair value as determined in good
faith by or on behalf of the Board of Trustees.

Illiquid Investments:

Senior Loans in which the Fund will invest presently are not readily marketable
and may be subject to restrictions on resale. Interests in Senior Loans
generally are not listed on any national securities exchange or automated
quotation system and no regular market has developed for such interests.
Although interests in Senior Loans are traded among certain financial
institutions in private transactions between buyers and sellers these loans
continue to be considered illiquid. Senior Loans' illiquidity may impair the
Fund's ability to realize the full value of its assets in the event of a
voluntary or involuntary liquidation of such assets. Liquidity relates to the
ability of the Fund to sell an investment in a timely manner. The market for
relatively illiquid securities tends to be more volatile than the market for
more liquid securities. The Fund has no limitation on the amount of its assets
which may be invested in securities which are not readily marketable or are
subject to restriction on resale. The substantial portion of the Fund's assets
invested in relatively illiquid Senior Loan interests may restrict the ability
of the Fund to dispose of its investments in Senior Loans in a timely fashion
and at a fair price, and could result in capital losses to the Fund and holders
of Common Shares. However, many of the Senior Loans in which the Fund expects to
purchase interests are of a relatively large principal amount and are held by a
relatively large number of owners which should, in the Advisor's opinion,
enhance the relative liquidity of such interests. The risks associated with
illiquidity are particularly acute in situations where the Fund's operations
require cash, such as when the Fund tenders for its Common Shares and may result
in the Fund borrowing to meet short-term cash requirements.

Repurchase Agreements:

The Fund may enter into repurchase agreements (a purchase of, and a simultaneous
commitment to resell, a financial instrument at an agreed upon price on an
agreed upon date) only with member banks of the Federal Reserve System and
member firms of the New York Stock Exchange. When participating in repurchase
agreements, the Fund buys securities from a vendor (e.g., a bank or brokerage
firm) with the agreement that the vendor will repurchase the securities at a
higher price at a later date. Such transactions afford an opportunity for the
Fund to earn a return on available cash at minimal market risk, although the
Fund may be subject to various delays and risks of loss if the vendor is unable
to meet its obligation to repurchase. Under the 1940 Act, repurchase agreements
are deemed to be collateralized loans of money by the Fund to the seller. In
evaluating whether to enter into a repurchase agreement, the Advisor will
consider carefully the creditworthiness of the vendor. If the member bank or
member firm that is the party to the repurchase agreement petitions for
bankruptcy or otherwise becomes subject to the U.S. Bankruptcy Code, the law
regarding the rights of the Fund is unsettled. The securities underlying a
repurchase agreement will be marked to market every business day so that the
value of the collateral is at least equal to the value of the loan, including
the accrued interest thereon, and the Advisor will monitor the value or the
collateral. No specific limitations exists as to the percentage of the Fund's
assets which may be used to participate in repurchase agreements.

<PAGE>

                            SIERRA PRIME INCOME FUND
              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)


Securities Transactions and Investment Income:

Securities transactions are recorded on trade date (the date the order to buy or
sell is executed). Realized gains and losses from securities sold are recorded
on the identified cost basis. Income is recorded on the accrual basis and
consists of interest accrued and discount earned less premiums amortized.
Facility fees are received upon the purchase of a new loan and are recognized as
income ratably over the expected life of the loan. The deferred facility fees
are the "unearned" portion of these facility fees. The Fund may purchase and
sell interest in Senior Loans and other portfolio securities on a "when issued"
and "delayed delivery" basis. No income accrues to the Fund on such interests or
securities in connection with such purchase transactions prior to the date the
Fund actually takes delivery of such interest or securities. When the Fund is
the buyer in such a transaction, however, it will maintain, in a segregated
account with its custodian, cash or high-grade portfolio securities having an
aggregate value equal to the amount of such purchase commitments until payment
is made.

Dividends and Distributions to Shareholders:

The Fund's policy is to declare daily and pay monthly distributions to holders
of Class A Common Shares of substantially all net investment income of the Fund.
Distributions of any net long-term capital gains earned by the Fund are made
annually. Distributions of any net short-term capital gains earned by the Fund
are distributed no less frequently than annually at the discretion of the Board
of Trustees. Additional distributions of net investment income and capital gains
for the Fund may be made at the discretion of the Board of Trustees in order to
avoid the application of a 4% non-deductible excise tax on certain undistributed
amounts of ordinary income and capital gains. Income distributions and capital
gain distributions are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles. These
differences are primarily due to differing treatments of income and gains on
various investment securities held by the Fund, timing differences and differing
characterization of distributions made by the Fund.

Federal Income Taxes:

It is the Fund's policy to qualify as a regulated investment company by
complying with the requirements of the Internal Revenue Code of 1986, as
amended, applicable to regulated investment companies and by, among other
things, distributing substantially all of its taxable earnings to its
shareholders. Therefore, no Federal income tax provision is required.

Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles may require management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of these financial statements and the reported amounts of income and
expenses during the reported period. Actual results could differ from those
estimates.

3. INVESTMENT ADVISORY, SUB-ADVISORY, ADMINISTRATION FEES AND OTHER TRANSACTIONS

Sierra Advisors, an indirect wholly-owned subsidiary of Great Western Financial
Corporation ("GWFC"), is the Fund's investment advisor. Sierra Advisors is
entitled to a monthly fee at an annual rate of 0.95% of the average daily net
assets of the Fund. These fees were $3,907 for the period ended March 31, 1996
and have been voluntarily waived by Sierra Advisors. Sierra Advisors pays a
monthly fee at an annual rate of 0.475% to Van Kampen American Capital
Management Inc. for services rendered as the Sub-Advisor.

<PAGE>

                            SIERRA PRIME INCOME FUND
              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)


Sierra Fund Administration Corporation ("Sierra Administration") is the Fund's
administrator. Sierra Administration is entitled to a monthly fee at an annual
rate of 0.35% of the Fund's average daily net assets. These fees were $1,439 for
the period ended March 31, 1996. Sierra Administration pays State Street Bank &
Trust Company ("State Street") for certain administrative and custodial
services. In addition, Sierra Administration pays First Data Investor Services
Group, Inc. ("First Data") for certain transfer agency services. The Fund pays
for the sub-transfer agent, sub-administrator and custodial out-of-pocket
expenses.

Sierra Advisors has agreed to voluntarily reimburse the Fund's total operating
expenses. For the period ended March 31, 1996 the total reimbursement to the
Fund was $34,450.

The compensation of the officers and Trustees who are interested persons (as
defined in the 1940 Act) of the Advisor is paid by the Advisor or by its parent,
GWFC. The Fund pays the compensation of all other officers and Trustees of the
Fund. Trustees who are not interested persons are paid an annual fee of $5,000,
a fee of $1,000 per meeting of the Board of Trustees and a fee of $750 per
committee meeting of the Fund, plus expenses.

As of March 31, 1996 there was one shareholder who owned greater than five
percent of Class A Common Shares, representing 27.77% of the Fund at this date.

4. PURCHASE AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, excluding
U.S. Government and short-term investments for the period ended March 31, 1996
were $2,450,000 and $93,977, respectively.

5. TENDER OF SHARES

The Board of Trustees of the Fund currently intends, each quarter, to consider
authorizing the Fund to make tender offers for a portion of its outstanding
Class A Common Shares at the then current net asset value of these Common
Shares. The Fund does not intend to list its Common Shares on any national
securities exchange and none of the Fund, the Advisor or SISC intends to make a
secondary trading market in the classes of the Common Shares at any time.
Accordingly, there is not expected to be any secondary trading market in the
Common Shares and an investment in such Common Shares should be considered
illiquid. There can be no assurance that the Fund will in fact tender for any of
its Common Shares. If the Fund tenders for Common Shares there is no guarantee
that all, or any, Common Shares tendered will be purchased. An early withdrawal
charge may be charged on those repurchases or tenders done during the first or
second year after purchase.

6. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Fund to issue an unlimited number of full
and fractional Common Shares of beneficial interest with no par value. The Fund
initially is offering 5,000,000 Class A Common Shares in a continuous offering
pursuant to Rule 415 under the Securities Act of 1933, as amended.

7. ORGANIZATION COSTS

Expenses incurred in connection with the organization of the Fund, including
the fees and expenses of registering and qualifying its shares for
distribution under Federal and state securities regulations, are being amortized
on a straight-line basis over a period of five years from commencement of
operations of the Fund. In the event any of the initial shares of the Fund are
redeemed by any holder thereof during the amortization period, the proceeds
of such redemptions will be reduced by an amount equal to the pro-rata
portion of unamortized deferred organizational expenses in the same 
proportion as the number of shares being redeemed bears to the number of

<PAGE>
                            SIERRA PRIME INCOME FUND
              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)


initial shares of such Fund outstanding at the time of such redemption. To the
extent that proceeds of the redemptions are less than such pro-rata portion of
any unamortized organizational expenses, Sierra Administration has agreed to
reimburse the Fund.

8. SENIOR LOAN PARTICIPATIONS

The Fund invests primarily in participations, assignments, or acts as a party to
the primary lending syndicate of a Variable Rate Senior Loan interest to United
States corporations, partnerships, and other entities. When the Fund purchases a
participation of a Senior Loan interest, the Fund typically enters into a
contractual agreement with the lender or other third party selling the
participation, but not with the borrower directly. As such, the Fund assumes the
credit risk of the Borrower, Selling Participant or other persons
interpositioned between the Fund and the Borrower.

At March 31, 1996, the following sets forth the selling participants with
respect to interests in Senior Loans purchased by the Trust on a participation
basis.

                                                    Principal
Selling Participant                                    Amount              Value
- -------------------                                ----------         ----------
Bankers Trust                                      $   60,000         $   59,996
Chemical Bank                                       1,486,737          1,486,731
Nations Bank                                          150,000            149,955
Pearl Street L.P.                                     659,286            659,249
                                                   ----------         ----------
                                                   $2,356,023         $2,355,931
                                                   ==========         ==========

<PAGE>



                                  -----------
                                     SIERRA
                                     PRIME
                                  -----------
                                  INCOME FUND





                            SIERRA PRIME INCOME FUND
                         9301 CORBIN AVENUE, SUITE 333
                          NORTHRIDGE, CALIFORNIA 91324


                                  800-222-5852


                     THE SIERRA PRIME INCOME FUND is advised
                by SIERRA INVESTMENT ADVISORS CORPORATION (SIAC),
          distributed by SIERRA INVESTMENT SERVICES CORPORATION (SISC),
    and sold through Great Western Financial Securities Corporation (GWFSC).
     SIAC, SISC and GWFSC are independent affiliates of Great Western Bank.





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