<PAGE>
SUPPLEMENT DATED APRIL 1, 1997
TO PROSPECTUS DATED JULY 22, 1996
OF
SIERRA ASSET MANAGEMENT PORTFOLIOS
P.O. BOX 5118
WESTBORO, MASSACHUSETTS 01581-5118
The Prospectus, dated July 22, 1996, as supplemented to date, for the Class A
Shares and Class B Shares of the INCOME, VALUE, BALANCED, GROWTH AND CAPITAL
GROWTH PORTFOLIOS of the Sierra Asset Management Portfolios (the "Trust") is
amended and supplemented as follows:
In the section "THE PORTFOLIOS IN DETAIL -- SIERRA SERVICES, SIERRA ADVISORS,
THEIR AFFILIATES AND THE PORTFOLIOS' SERVICE PROVIDERS -- INVESTMENT ADVISOR OF
THE PORTFOLIOS" on page 54, add the following paragraph after the second
paragraph:
On March 6, 1997, Great Western Financial Corporation ("Great
Western"), the indirect parent of Sierra Services, the Portfolios'
investment advisor, and Washington Mutual, Inc. ("Washington Mutual"),
a financial services company, announced that they had entered into an
Agreement and Plan of Merger providing for the merger of Great Western
with and into a wholly-owned subsidiary of Washington Mutual (the
"Merger"). Subject to the satisfaction or waiver of certain conditions,
including the receipt of necessary shareholder and regulatory
approvals, it is anticipated that the Merger would close in the third
quarter of 1997. Following the Merger, Sierra Services would be an
indirect subsidiary of Washington Mutual. The Merger was announced
following the announcement by H.F. Ahmanson ("Ahmanson") of an
unsolicited proposal for the merger of Great Western and Ahmanson,
which proposal was subsequently revised and is outstanding.
In the section "THE INVESTMENT ADVISOR AND INVESTMENT SUB-ADVISORS OF THE
UNDERLYING FUNDS -- INVESTMENT SUB-ADVISORS OF THE UNDERLYING FUNDS" under the
heading "VAN KAMPEN" on page 56, add the following two paragraphs after the
first paragraph:
On February 5, 1997, Morgan Stanley Group Inc. ("Morgan Stanley") and
Dean Witter, Discover & Co. announced that they had entered into an
Agreement and Plan of Merger to form Morgan Stanley, Dean Witter,
Discover & Co. Dean Witter, Discover & Co. is a financial services
company with three major businesses: full service brokerage, credit
services and asset management. Morgan Stanley is the indirect parent of
Van Kampen American Capital Management Inc. ("Van Kampen"), investment
sub-advisor to Sierra Prime Income Fund.
Subject to certain conditions being met, it is currently anticipated
that the transaction will close in mid-1997. Thereafter, Van Kampen
will be an indirect subsidiary of Morgan Stanley, Dean Witter, Discover
& Co.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
SHAREHOLDERS OF THE SIERRA TRUST FUNDS SHOULD REFER TO
THE INFORMATION ON THE OTHER SIDE
<PAGE>
SUPPLEMENT DATED APRIL 1, 1997
TO PROSPECTUS DATED JULY 22, 1996
OF
SIERRA ASSET MANAGEMENT PORTFOLIOS
P.O. BOX 5118
WESTBORO, MASSACHUSETTS 01581-5118
The Prospectus, dated July 22, 1996, as supplemented to date, for the Class A
Shares and Class B Shares of the INCOME, VALUE, BALANCED, GROWTH AND CAPITAL
GROWTH PORTFOLIOS of the Sierra Asset Management Portfolios (the "Trust") is
amended and supplemented as follows:
In the section "THE PORTFOLIOS IN DETAIL -- SIERRA SERVICES, SIERRA ADVISORS,
THEIR AFFILIATES AND THE PORTFOLIOS' SERVICE PROVIDERS -- INVESTMENT ADVISOR OF
THE PORTFOLIOS" on page 54, add the following paragraph after the second
paragraph:
On March 6, 1997, Great Western Financial Corporation ("Great
Western"), the indirect parent of Sierra Services, the Portfolios' investment
advisor, and Washington Mutual, Inc. ("Washington Mutual"), a financial services
company, announced that they had entered into an Agreement and Plan of Merger
providing for the merger of Great Western with and into a wholly-owned
subsidiary of Washington Mutual (the "Merger"). Subject to the satisfaction or
waiver of certain conditions, including the receipt of necessary shareholder and
regulatory approvals, it is anticipated that the Merger would close in the third
quarter of 1997. Following the Merger, Sierra Services would be an indirect
subsidiary of Washington Mutual. The Merger was announced following the
announcement by H.F. Ahmanson ("Ahmanson") of an unsolicited proposal for the
merger of Great Western and Ahmanson, which proposal was subsequently revised
and is outstanding.
In the section "THE INVESTMENT ADVISOR AND INVESTMENT SUB-ADVISORS OF THE
UNDERLYING FUNDS -- INVESTMENT SUB-ADVISORS OF THE UNDERLYING FUNDS" under the
heading "VAN KAMPEN" on page 56, add the following two paragraphs after the
first paragraph:
On February 5, 1997, Morgan Stanley Group Inc. ("Morgan Stanley") and
Dean Witter, Discover & Co. announced that they had entered into an
Agreement and Plan of Merger to form Morgan Stanley, Dean Witter,
Discover & Co. Dean Witter, Discover & Co. is a financial services
company with three major businesses: full service brokerage, credit
services and asset management. Morgan Stanley is the indirect parent of
Van Kampen American Capital Management Inc. ("Van Kampen"), investment
sub-advisor to Sierra Prime Income Fund.
Subject to certain conditions being met, it is currently anticipated
that the transaction will close in mid-1997. Thereafter, Van Kampen will
be an indirect subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
24751 (4/97)
