Registration No. 811-3073
Registration No. 2-68387
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Post-Effective Amendment No. 18 |X|
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 18 |X|
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(Check appropriate box or boxes)
SECURITY CASH FUND
(Exact Name of Registrant as Specified in Charter)
700 HARRISON STREET, TOPEKA, KANSAS 66636-0001
(Address of Principal Executive Offices/Zip Code)
Registrant's Telephone Number, including area code:
(913) 295-3127
Copies To:
John D. Cleland, President Amy J. Lee, Secretary
Security Cash Fund Security Cash Fund
700 Harrison Street 700 Harrison Street
Topeka, KS 66636-0001 Topeka, KS 66636-0001
(Name and address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b)
|_| on April 29, 1996, pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|X| on April 29, 1996, pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on April 29, 1996, pursuant to paragraph (a)(ii) of rule 485
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
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Pursuant to regulation 270.24f-2 under the Investment Company Act of 1940, the
Registrant has elected to register an indefinite number of its shares of Common
Stock. The Registrant filed the Notice required by 24f-2 on February 27, 1996.
<PAGE>
SECURITY CASH FUND
FORM N-1A
CROSS REFERENCE SHEET
Form N-1A
ITEM NUMBER CAPTION
PART A PROSPECTUS
1. Cover Page
2. Not Applicable
2a. Transaction and Operating Expense Table
3. Financial Highlights; Performance
4. Investment Objectives and Policies of the Funds
5. Management of the Funds; Portfolio Management; Trading
Practices and Brokerage
6. General Information; Organization; Stockholder Inquiries;
Dividends and Taxes
7. How to Purchase Shares; Determination of Net Asset Value;
Purchases of Net Asset Value; Stockholder Services;
Systematic Withdrawal Program; Exchange Privilege; Exchange
by Telephone; Retirement Plans; Appendix C
8. How to Redeem Shares; Telephone Redemptions
9. Not Applicable
PART B STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page
11. Table of Contents
12. Not Applicable
13. Investment Objectives and Policies of the Funds; Investment
Policy Limitations; Cash Fund's Fundamental Policies
14. Officers and Directors
15. Remuneration of Directors and Others
16. Investment Management; Portfolio Management; Custodian,
Transfer Agent and Dividend-Paying Agent
17. Allocation of Portfolio Brokerage
18. Organization
19. How to Purchase Shares; Determination of Net Asset Value;
How to Redeem Shares; Telephone Redemptions; How to Exchange
Shares; Exchange by Telephone; Purchases at Net Asset Value;
Accumulation Plan; Systematic Withdrawal Program; Retirement
Plans; Individual Retirement Accounts (IRAs); Pension and
Profit Sharing Plans; 403(b) Retirement Plans; Simplified
Employee Pension Plans (SEPPs); Appendix A
<PAGE>
PART B (Continued) STATEMENT OF ADDITIONAL INFORMATION
20. Dividends and Taxes
21. Not Applicable
22. Performance Information
23. Financial Statements; Independent Auditors
<PAGE>
SECURITY CASH FUND
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements
Included in Part A of this Registration Statement:
Per Share Income and Capital Changes
Included in Part B of this Registration Statement:
The audited financial statements contained in the most recent
Annual Report to Stockholders of Security Cash Fund for fiscal
year ended December 31, 1995, are incorporated by reference in
Part B of this Registration Statement.
b. Exhibits:
(1) Articles of Incorporation.(b)
(2) Corporate Bylaws of Registrant.
(3) Not applicable.
(4) Not applicable.
(5) Investment Advisory Contract.(a)
(6) Not applicable.
(7) Not applicable.
(8) Custodian Agreement.(b)
(9) Administrative Services and Transfer Agency Agreement.
(10) Opinion of counsel as to the legality of the securities
offered.(b)
(11) Consent of Independent Auditors.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Not applicable.
(16) Schedule of Computation of Performance.
(17) Financial Data Schedules.
(18) Not applicable.
(a) Incorporated herein by reference to the Exhibits filed with the
Registrant's Post-Effective Amendment No. 13 to Registration Statement No.
2-68387 (April 30, 1992).
(b) Incorporated herein by reference to the Exhibits filed with the
Registrant's Post-Effective Amendment No. 17 to Registration Statement No.
2-68387 (May 1, 1995).
<PAGE>
SECURITY FUNDS
PROSPECTUS
================================================================================
SECURITY INCOME FUND
CORPORATE BOND SERIES
LIMITED MATURITY BOND SERIES
U.S. GOVERNMENT SERIES
GLOBAL AGGRESSIVE BOND SERIES
SECURITY TAX-EXEMPT FUND
SECURITY CASH FUND
MEMBERS OF THE SECURITY BENEFIT GROUP OF COMPANIES
700 HARRISON, TOPEKA, KANSAS 66636-0001
PROSPECTUS
APRIL 30, 1996
Security Income Fund, Security Tax-Exempt Fund and Security Cash Fund are
diversified, open-end management investment companies, each of which represents
a different investment objective.
Security Income Fund consists of four diversified series, each of which has
its own identified assets, net asset values and investment objective. The
investment objective of the Corporate Bond Series ("Corporate Bond Fund") is
conservation of principal while generating interest income by investing
primarily in a diversified portfolio of investment grade corporate debt
securities. The investment objective of the Limited Maturity Bond Series
("Limited Maturity Bond Fund") is to seek a high level of income consistent with
moderate price fluctuation by investing primarily in short-and intermediate-term
debt securities. The investment objective of the U.S. Government Series ("U.S.
Government Fund") is to provide a high level of interest income with security of
principal by investing primarily in securities which are guaranteed or issued by
the U.S. Government, its agencies or instrumentalities. The investment objective
of the Global Aggressive Bond Series ("Global Aggressive Bond Fund") is to seek
high current income with capital appreciation as a secondary objective through
investment in a combination of foreign and domestic high-yield, lower rated debt
securities. The Fund invests primarily (and may invest up to 100% of its assets)
in lower rated and unrated foreign debt securities whose credit quality is
generally considered the equivalent of U.S. corporate debt securities commonly
known as "junk bonds." Investments of this type are subject to a greater risk of
a loss of principal and interest, including the risk of default, and therefore
should be considered speculative. See "Investment Methods and Risk Factors" on
page 19. Purchasers should carefully assess the risks associated with investing
in the Global Aggressive Bond Fund.
The investment objective of Security Tax-Exempt Fund ("Tax-Exempt Fund") is
to obtain as high a level of interest income exempt from federal income taxes as
is consistent with preservation of stockholders' capital by investing primarily
in debt securities which are exempt from federal income tax. Except at times
when the Fund is invested defensively, at least 80 percent of its total assets
will be invested in securities exempt from federal income taxes, including
alternative minimum tax.
The investment objective of Security Cash Fund ("Cash Fund") is to earn as
high a level of current income as is consistent with preservation of capital and
liquidity through investments in money market instruments with maturities of not
longer than thirteen months. An investment in Cash Fund is neither insured nor
guaranteed by the U.S. Government and there can be no assurance that Cash Fund
will be able to maintain a stable net asset value of $1.00 per share.
This Prospectus sets forth concisely the information that a prospective
investor should know about the Funds. It should be read and retained for future
reference. A Statement of Additional Information about the Funds, dated April
30, 1996, which is incorporated by reference in this Prospectus, has been filed
with the Securities and Exchange Commission. It is available at no charge by
writing Security Distributors, Inc., 700 Harrison Street, Topeka, Kansas
66636-0001, or by calling (913) 295-3127 or (800) 888-2461.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
AN INVESTMENT IN THE FUND INVOLVES RISK, INCLUDING LOSS OF PRINCIPAL, AND IS NOT
A DEPOSIT OR OBLIGATION OF, OR GUARANTEED BY ANY BANK. THE FUNDS ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.
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<PAGE>
SECURITY FUNDS
CONTENTS
================================================================================
Page
Transaction and Operating Expense Table..................................... 1
Financial Highlights........................................................ 2
Investment Objective and Policies of the Funds.............................. 4
Security Income Fund...................................................... 4
Corporate Bond Fund..................................................... 4
Limited Maturity Bond Fund.............................................. 6
U.S. Government Fund.................................................... 8
Global Aggressive Bond Fund............................................. 10
Security Tax-Exempt Fund.................................................. 15
Security Cash Fund........................................................ 17
Investment Methods and Risk Factors......................................... 19
Management of the Funds..................................................... 30
Portfolio Management...................................................... 31
How to Purchase Shares...................................................... 33
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive
Bond and Tax-Exempt Funds............................................... 33
Alternative Purchase Options.............................................. 33
Class A Shares............................................................ 34
Security Income Fund's Class A Distribution Plan.......................... 34
Class B Shares............................................................ 36
Class B Distribution Plan................................................. 36
Calculation and Waiver of Contingent Deferred Sales Charges............... 37
Arrangements with Broker-Dealers and Others............................... 38
Cash Fund................................................................. 39
Purchases at Net Asset Value................................................ 39
Trading Practices and Brokerage............................................. 40
How to Redeem Shares........................................................ 41
Telephone Redemptions .................................................... 42
Dividends and Taxes......................................................... 43
Foreign Taxes............................................................. 45
Determination of Net Asset Value............................................ 45
Performance................................................................. 46
Stockholder Services........................................................ 48
Accumulation Plan......................................................... 48
Systematic Withdrawal Program............................................. 48
Exchange Privilege........................................................ 48
Exchange by Telephone..................................................... 49
Retirement Plans.......................................................... 50
General Information......................................................... 50
Organization.............................................................. 50
Stockholder Inquiries..................................................... 51
Appendix A.................................................................. 52
Appendix B.................................................................. 55
Appendix C.................................................................. 57
Security Cash Fund Application.............................................. 59
<PAGE>
SECURITY FUNDS
PROSPECTUS
================================================================================
TRANSACTION AND OPERATING EXPENSE TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Shareholder Transaction Expenses Corporate Bond, Limited Maturity Bond,
- -------------------------------- U.S. Government, Global Aggressive
Bond and Tax-Exempt Funds Cash Fund
-------------------------------------- ---------
Class A Class B(1)
------- ----------
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price) 4.75% None None
Maximum Sales Load Imposed on Reinvested Dividends None None None
Deferred Sales Load (as a percentage of original purchase price
or redemption proceeds, whichever is lower) None(2) 5% during the first year, None
decreasing to 0% in the
sixth and following years
</TABLE>
<TABLE>
<CAPTION>
Corporate Bond Limited Maturity U.S. Government Global Aggressive Tax-Exempt Cash
Fund Bond Fund Fund Bond Fund Fund Fund
Annual Fund Operating Expenses Class A Class B Class A Class B Class A Class B Class A Class B Class A Class B
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees (after fee waivers) 0.50% 0.50% None None None None None None 0.50% 0.50% 0.50%
12b-1 Fees(3) 0.25% 1.00% 0.25% 1.00% 0.25% 1.00% 0.25% 1.00% None 1.00% None
Other Expenses (after expense
reimbursements)(4) 0.27% 0.35% 0.29% 0.62% 0.47% 0.85% 1.67% 1.75% 0.36% 0.50% 0.50%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total Fund Operating Expenses(5) 1.02% 1.85% 0.54% 1.62% 0.72% 1.85% 1.92% 2.75% 0.86% 2.00% 1.00%
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
Example
You would pay the following 1 Year $ 57 $ 69 $ 53 $ 66 $ 55 $ 66 $ 66 $ 78 $ 56 $ 70 $ 10
expenses on a $1,000 invest- 3 Years 78 88 64 81 69 86 105 115 74 93 32
ment, assuming (1) 5 percent 5 Years 101 120 76 108 86 120 93 128 55
annual return and (2) redemption 10 Years 166 217 112 192 133 217 149 233 122
at the end of each time period(6)
Example
You would pay the following 1 Year $ 57 $ 19 $ 53 $ 16 $ 55 $ 19 $ 66 $ 28 $ 56 $ 20 $ 10
expenses on a $1,000 invest- 3 Years 78 58 64 51 69 58 105 85 74 63 32
ment, assuming (1) 5 percent 5 Years 101 100 76 88 86 100 93 108 55
annual return and (2) no 10 Years 166 217 112 192 133 217 149 233 122
redemption
</TABLE>
(1) Class B shares convert tax-free to Class A shares automatically after eight
years.
(2) Purchases of Class A shares in amounts of $1,000,000 or more are not
subject to an initial sales load; however, a contingent deferred sales
charge of 1% is imposed in the event of redemption within one year of
purchase. See "Class A Shares" on page 34.
(3) Long-term holders of shares that are subject to an asset-based sales charge
may pay more than the equivalent of the maximum front-end sales charge
otherwise permitted by NASD Rules.
(4) The amount of "Other Expenses" of Global Aggressive Bond Fund is based on
estimated amounts for the fiscal year ending December 31, 1996.
(5) During the fiscal year ended December 31, 1995, the Investment Manager
reimbursed certain expenses of the Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond, Tax-Exempt and Cash Funds and,
during the fiscal year ending December 31, 1996, will waive the investment
advisory fees of Limited Maturity Bond, Global Aggressive Bond and U.S.
Government Funds; absent such expense reimbursements and fee waivers,
"Total Fund Operating Expenses" would have been as follows: 2.19% for Class
B Shares of Corporate Bond Fund; 1.04% for Class A shares and 2.12% for
Class B shares of Limited Maturity Bond Fund; 1.22% for Class A shares and
3.70% for Class B shares of U.S. Government Fund; 2.42% for Class A shares
and 3.93% for Class B shares of Global Aggressive Bond Fund; 2.45% for
Class B shares of Tax-Exempt Fund; and 1.04% for shares of Cash Fund.
(6) This example does not reflect deduction of the contingent deferred sales
charge from Class A shares which is imposed upon redemption of Class A
shares purchased in amounts of $1,000,000 or more.
The above Examples should not be considered a representation of past or future
expenses as actual expenses may be greater or lesser than those shown. The
assumed five percent annual return is hypothetical and should not be considered
a representation of past or future annual return. The actual return may be
greater or lesser than the assumed amount.
The purpose of the foregoing fee table is to assist the investor in
understanding the various costs and expenses that an investor in Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond, Tax-Exempt or
Cash Funds will bear directly or indirectly. For a more detailed discussion of
the Funds' fees and expenses, see the discussion under "Management of the
Funds," page 30. Information on the Funds' 12b-1 Plans may be found under the
headings "Security Income Fund's Class A Distribution Plan" on page 34 and
"Class B Distribution Plan" on page 36. See "How to Purchase Shares," page 33,
for more information concerning the sales load. Also, see Appendix C for a
discussion of "Rights of Accumulation" and "Statement of Intention," which
options may serve to reduce the front-end sales load on purchase of Class A
Shares.
1
<PAGE>
SECURITY FUNDS
FINANCIAL HIGHLIGHTS
================================================================================
The following financial highlights for each of the years in the period
ended December 31, 1995, have been audited by Ernst & Young LLP. Such
information for each of the five years in the period ended December 31, 1995,
should be read in conjunction with the financial statements of the Funds and the
report of Ernst & Young LLP, the Funds' independent auditors, appearing in the
December 31, 1995 Annual Report which is incorporated by reference in this
Prospectus. The Funds' Annual Report also contains additional information about
the performance of the Funds and may be obtained without charge by calling
Security Distributors, Inc. at 1-800-888-2461. The information for each of the
periods preceding and including the year ended December 31, 1990, is not covered
by the report of Ernst & Young LLP.
<TABLE>
<CAPTION>
Ratio
Net Net Total Dividends of Ratio
asset gains from (from Distribu- Net Net expenses of net
value Net (losses on invest- net tions asset assets to income
Fiscal begin- invest- securities ment invest- (from Return Total value end of average to Portfolio
year ning of ment (realized & opera- ment capital of distri- end of Total period net average turnover
end period income unrealized) tions income) gains) capital butions period return(a)(thousands) assets net assets rate
- ------------------------------------------------------------------------------------------------------------------------------------
CORPORATE BOND FUND (Class A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1986 $ 8.40 $.82 $ .05 $ .87 $(.95) $ --- $ --- $(.95) $ 8.32 11.0% $ 49,025 1.04% 10.09% 77%
1987 8.32 .79 (.48) .31 (.85) --- --- (.85) 7.78 4.0% 44,093 1.00% 9.73% 127%
1988 7.78 .77 (.292) .478 (.778) --- --- (.778) 7.48 6.5% 52,296 1.02% 10.04% 83%
1989 7.48 .74 (.031) .709 (.739) --- --- (.739) 7.45 9.9% 56,184 1.04% 9.83% 57%
1990 7.45 .69 (.232) .458 (.688) --- --- (.688) 7.22 6.6% 65,962 1.10% 9.42% 87%
1991 7.22 .65 .458 1.108 (.648) --- --- (.648) 7.68 16.1% 85,824 1.03% 8.75% 32%
1992 7.68 .61 .044 .654 (.614) --- --- (.614) 7.72 9.0% 104,492 1.01% 7.97% 61%
1993 7.72 .52 .521 1.041 (.527) (.424) --- (.951) 7.81 13.4% 118,433 1.02% 6.46% 157%
1994 7.81 .49 (1.127) (.637 (.493) --- --- (.493) 6.68 (8.3%) 90,593 1.01% 6.91% 204%
1995(c) 6.68 .47 0.708 1.178 (.468) --- --- (.468) 7.39 18.2% 93,701 1.02% 6.62% 200%
(d)(h)
CORPORATE BOND FUND (Class B)
1993(b)$ 8.59 $.11 $ (.324) $(.214) $(.112) $(.424) $ --- $(.536) $ 7.84 (2.5%) $ 1,022 1.88%* 5.16%* 164%*
1994(c) 7.84 .43 (1.129) (.699) (.431) --- --- (.431) 6.71 (9.0%) 3,878 1.85% 6.08% 204%
1995(h) 6.71 .40 .725 1.125 (.405) --- --- (.405) 7.43 17.3% 5,743 1.85% 5.80% 200%
(d)
LIMITED MATURITY BOND FUND (Class A)
1995(c)$10.00 $.62$ $ .62 $1.272 $(.612) $ --- $ --- $(.612) $10.66 13.0% $ 3,322 0.84%* 5.97%* 4%*
(d)(e)(h)
LIMITED MATURITY BOND FUND (Class B)
1995(c)$10.00 $.53 $.664 $1.194 $(.524) $ --- $ --- $(.524) $10.67 12.2% $ 752 1.71%* 5.12%* 4%*
(d)(e)(h)
U.S. GOVERNMENT FUND (Class A)
1986(c) $5.32 $.47 $--- $ .47 $(.50) $ --- $ --- $(.50) $ 5.29 9.1% $ 2,716 1.00% 9.23% 48%
1987(c) 5.29 .45 (.265) .185 (.475) --- --- (.475) 5.00 3.7% 4,467 1.00% 8.78% 166%
1988(c) 5.00 .48 (.18) .30 (.49) --- --- (.49) 4.81 6.2% 4,229 1.00% 9.83% 107%
1989(c) 4.81 .46 .078 .538 (.458) --- --- (.458) 4.89 11.8% 4,551 1.11% 9.46% 52%
1990(c) 4.89 .42 .032 .452 (.412) --- --- (.412) 4.93 9.8% 6,017 1.11% 8.60% 22%
1991(c) 4.93 .40 .248 .648 (.404) --- (.004) (.408) 5.17 13.8% 7,319 1.11% 7.94% 41%
1992(c) 5.17 .37 (.126) .244 (.366) --- (.008) (.374) 5.04 5.0% 9,364 1.11% 7.22% 157%
1993(c) 5.04 .31 .273 .583 (.310) (.344) --- (.654) 4.97 10.9% 10,098 1.10% 5.90% 153%
1994(c) 4.97 .30 (.621) (.321) (.299) --- --- (.299) 4.35 (6.5%) 8,309 1.10% 6.47% 220%
1995(c) 4.35 .30 .620 .920 (.30) --- --- (.30) 4.97 21.9% 10,080 1.11% 6.41% 81%
(d)(h)
U.S. GOVERNMENT FUND (Class B)
1993(b) $5.51 $.04 $(.193) $(.153) $(.043) $(.344) $ --- $(.387) $ 4.97 (1.4%) $ 140 1.61%* 5.54%* 114%*
(c)
1994(c) 4.97 .26 (.624) (.364) (.256) --- --- (.256) 4.35 (7.4%) 321 1.85% 5.76% 220%
1995(c) 4.35 .26 .625 .885 (.265) --- --- (.265) 4.97 20.9% 582 1.87% 5.69% 81%
(d)(h)
GLOBAL AGGRESSIVE BOND FUND (Class A)
1995(c)$10.00 $.63 $(.09) $ .72 $(.55) $(.02) $ --- $(.57) $10.15 7.3% $ 2,968 2.00%* 11.04%* 127*
(d)(f)
GLOBAL AGGRESSIVE BOND FUND (Class B)
1995(c)$10.00 $.56 $ .12 $ .68 $(.49) $(.02) $ --- $(.51) $10.17 6.9% $ 1,440 2.75%* 10.24%* 127%*
(d)(f)
See accompanying notes.
2
<PAGE>
Ratio
Net Net Total Dividends of Ratio
asset gains from (from Distribu- Net Net expenses of net
value Net (losses on invest- net tions asset assets to income
Fiscal begin- invest- securities ment invest- (from Return Total value end of average to Portfolio
year ning of ment (realized & opera- ment capital of distri- end of Total period net average turnover
end period income unrealized) tions income) gains) capital butions period return(a)(thousands) assets net assets rate
- ------------------------------------------------------------------------------------------------------------------------------------
TAX-EXEMPT FUND (Class A)
1986(c)$ 9.47 $.85 $ .55 $1.40 $(.87) $ --- $ --- $(.87) $10.00 15.6% $ 8,901 1.00% 8.83% 35%
1987(c) 10.00 .82 .78 1.60 (.82) (.02) --- (.84) 10.76 15.5% 16,297 1.00% 7.79% 23%
1988(c) 10.76 .76 (.656) .104 (.774) (.12) --- (.894) 9.97 1.3% 17,814 1.00% 7.60% 83%
1989 9.97 .73 (.257) .473 (.723) --- --- (.723) 9.72 4.9% 19,898 .98% 7.47% 33%
1989(g) 9.72 .61 (.106) .504 (.624) --- --- (.624) 9.60 4.1% 20,426 .97%* 6.97%* 75%*
1990 9.60 .64 (.072) .568 (.638) --- --- (.638) 9.53 6.2% 20,566 .96% 6.75% 74%
1991 9.53 .63 .446 1.076 (.636) --- --- (.636) 9.97 11.7% 23,218 .89% 6.55% 38%
1992 9.97 .61 .092 .702 (.612) --- --- (.612) 10.06 7.3% 28,608 .84% 6.07% 91%
1993 10.06 .51 .702 1.212 (.514) (.388) --- (.902) 10.37 11.6% 32,115 .82% 4.92% 118%
1994(d) 10.37 .47 (1.317) (.847) (.473) --- --- (.473) 9.05 (8.3)% 24,092 .82% 4.74% 88%
1995(d) 9.05 .48 .891 1.371 (.481) --- --- (.481) 9.94 15.5% 25,026 .86% 5.02% 103%
(h)
TAX-EXEMPT FUND (Class B)
1993(b)$10.88 $.10 $ (.128) $(.02) $(.094) $(.38) $ --- $(.48) $10.37 (.2)% $ 106 2.89%* 2.71%* 90%*
1994(c) 10.37 .35 (1.321) (.971) (.349) --- --- (.349) 9.05 (9.5)% 760 2.00% 3.50% 88%
1995(d) 9.05 .37 .902 1.272 (.372) --- --- (.372) 9.95 14.3% 1,190 2.00% 3.90% 103%
(c)(h)
CASH FUND
1986(c)$ 1.00 $.073 $ --- $ .073 $(.073) $ --- $ --- $(.073) $ 1.00 7.5% $ 47,292 1.00% 7.26% ---
1987(c) 1.00 .057 --- .057 (.057) --- --- (.057) 1.00 5.8% 37,773 1.00% 5.68% ---
1988(c) 1.00 .061 --- .061 (.061) --- --- (.061) 1.00 6.3% 43,038 1.00% 6.10% ---
1989(c) 1.00 .070 --- .070 (.070) --- --- (.070) 1.00 7.3% 46,625 1.00% 7.09% ---
1989(g) 1.00 .069 --- .069 (.069) --- --- (.069) 1.00 7.1% 54,388 1.00%* 8.26%* ---
(c)
1990(c) 1.00 .073 --- .073 (.073) --- --- (.073) 1.00 7.6% 65,018 1.00% 7.31% ---
1991 1.00 .051 --- .051 (.051) --- --- (.051) 1.00 5.2% 48,843 .96% 5.21% ---
1992(c) 1.00 .028 --- .028 (.028) --- --- (.028) 1.00 2.8% 56,694 1.00% 2.75% ---
1993(c) 1.00 .023 --- .023 (.023) --- --- (.023) 1.00 2.4% 71,870 1.00% 2.28% ---
1994 1.00 .033 --- .033 (.033) --- --- (.033) 1.00 3.4% 58,102 .96% 3.24% ---
1995(c) 1.00 .049 --- .049 (.049) --- --- (.049) 1.00 5.0% 38,158 1.00% 5.00% ---
(d)
</TABLE>
(a) Total return information does not reflect deduction of any sales charge
imposed at the time of purchase for Class A shares or upon redemption for
Class B shares.
(b) Class "B" shares were initially offered on October 19, 1993. Percentage
amounts for the period, except total return, have been annualized.
(c) Fund expenses were reduced by the Investment Manager during the period, and
expense ratios absent such reimbursement would have been as follows:
<TABLE>
<CAPTION>
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Corporate Bond Class A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Class B N/A N/A N/A N/A N/A N/A N/A N/A 2.00% 2.19%
U.S. Government Class A 1.60% 1.80% 1.31% 1.37% 1.34% 1.24% 1.20% 1.20% 1.20% 1.22%
Class B N/A N/A N/A N/A N/A N/A N/A 1.75% 2.91% 3.70%
Limited Maturity Bond Class A N/A N/A N/A N/A N/A N/A N/A N/A N/A 1.04%
Class B N/A N/A N/A N/A N/A N/A N/A N/A N/A 2.12%
Global Aggressive Bond Class A N/A N/A N/A N/A N/A N/A N/A N/A N/A 2.42%
Class B N/A N/A N/A N/A N/A N/A N/A N/A N/A 3.93%
Tax-Exempt Class A 1.62% 1.16% 1.03% N/A N/A N/A N/A N/A N/A 0.86
Class B N/A N/A N/A N/A N/A N/A N/A N/A 2.32% 2.45%
Cash 1.17% 1.07% 1.04% 1.13%** 1.01% N/A 1.03% 1.03% N/A 1.04%
1.03%***
</TABLE>
(d) Net investment income was computed using the average month-end shares
outstanding throughout the period.
(e) Security Limited Maturity Bond Fund was initially capitalized on January
17, 1995, with a net asset value of $10 per share. Percentage amounts for
the period have been annualized, except for total return.
(f) Security Global Aggressive Bond Fund was initially capitalized on June 1,
1995, with a net asset value of $10 per share. Percentage amounts for
the period have been annualized, except for total return.
(g) Effective December 31, 1989, the fiscal year ends of Tax-Exempt and Cash
Funds were changed from January 31 and February 28, respectively, to
December 31. The information presented in the table above for the fiscal
year ended December 31 represents 11 months of performance for Tax-Exempt
Fund and 10 months of performance for Cash Fund. The data for years 1985
through 1989, are for the fiscal year ended January 31 for Tax-Exempt Fund
and for the fiscal year ended February 28 for Cash Fund.
(h) Expense ratios were calculated without the reduction for custodian fees
earnings credits. Expense ratios with such reductions would have been as
follows:
1995
----
Corporate Bond Class A 1.02%
Class B 1.85%
U.S. Government Class A 1.10%
Class B 1.85%
Limited Maturity Bond Class A 0.81%
Class B 1.65%
Tax-Exempt Class A 0.85%
Class B 2.00%
*Percentage amounts for the period, except total return, have been annualized.
**This information represents the expense ratio absent reimbursements for the
period February 1, 1989 through December 31, 1989.
***This information represents the expense ratio absent reimbursements for the
fiscal year ended February 28, 1989.
3
<PAGE>
SECURITY FUNDS
PROSPECTUS
================================================================================
INVESTMENT OBJECTIVES AND
POLICIES OF THE FUNDS
Security Income, Tax-Exempt and Cash Funds are diversified open-end
management investment companies, which were organized as Kansas corporations on
September 9, 1970, July 14, 1981, and March 21, 1980, respectively. Each of the
Corporate Bond Series ("Corporate Bond Fund"), Limited Maturity Bond Series
("Limited Maturity Bond Fund"), U.S. Government Series ("U.S. Government Fund")
and Global Aggressive Bond Series ("Global Aggressive Bond Fund") of Security
Income Fund, and Security Tax-Exempt ("Tax-Exempt Fund") and Cash Funds ("Cash
Fund") (collectively, "the Funds") has its own investment objective and policies
which are described below. There, of course, can be no assurance that such
investment objectives will be achieved. While there is no present intention to
do so, the investment objective and policies of each Fund may be changed by the
Board of Directors of the Funds without the approval of stockholders. However,
stockholders will be given 30 days written notice of any such change. If a
change in investment objective is made, stockholders should consider whether the
Fund remains an appropriate investment in light of their then current financial
position and needs.
Each of the Funds is also subject to certain investment policy limitations,
which may not be changed without stockholder approval. Among these limitations,
some of the more important ones are that each Fund will not invest more than 5
percent of the value of its assets in any one issuer other than the U.S.
Government or its instrumentalities (for each of Cash and Global Aggressive Bond
Funds, this limitation applies only with respect to 75 percent of the value of
its total assets), purchase more than 10 percent of the outstanding voting
securities of any one issuer or invest 25 percent or more of its total assets in
any one industry. The full text of the investment policy limitations of each
Fund is set forth in the Funds' Statement of Additional Information.
Each of the Funds may borrow money from banks as a temporary measure for
emergency purposes or to facilitate redemption requests. See "Investment Methods
and Risk Factors" for a discussion of borrowing. Pending investment in
securities or to meet potential redemptions, each of the Funds may invest in
certificates of deposit, bank demand accounts, repurchase agreements and high
quality money market instruments.
Security Income Fund
Security Income Fund ("Income Fund") consists of four diversified series,
each of which represents a different investment objective and has its own
identified assets and net asset values. The investment objective of each series
is described below.
Corporate Bond Fund
The investment objective of Corporate Bond Fund is to preserve capital
while generating interest income. In pursuing its investment objective, the Fund
will invest in a broad range of debt securities, including (i) securities issued
by U.S. and Canadian corporations; (ii) securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by
- --------------------------------------------------------------------------------
No dealer, salesperson, or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus and in the Statement of Additional Information in connection with the
offer contained in this Prospectus, and, if given or made, such other
information or representations must not be relied upon as having been authorized
by the Funds, the Investment Manager, or the Distributor.
- --------------------------------------------------------------------------------
4
<PAGE>
the Dominion of Canada or provinces thereof; (iv) securities issued by foreign
governments, their agencies and instrumentalities, and foreign corporations,
provided that such securities are denominated in U.S. dollars; (v) higher
yielding, high risk debt securities (commonly referred to as "junk bonds"); (vi)
certificates of deposit issued by a U.S. branch of a foreign bank ("Yankee
CDs"); and (vii) investment grade mortgage backed securities ("MBSs"). Under
normal circumstances, at least 65 percent of the Fund's total assets will be
invested in corporate debt securities which at the time of issuance have a
maturity greater than one year.
Corporate Bond Fund will invest primarily in corporate debt securities
rated Baa or higher by Moody's Investors Service, Inc. ("Moody's") or BBB or
higher by Standard & Poor's Corporation ("S&P") at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. See
Appendix A to this Prospectus for a description of corporate bond ratings.
Included in such securities may be convertible bonds or bonds with warrants
attached which are rated at least Baa or BBB at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. A
"convertible bond" is a bond, debenture or preferred share which may be
exchanged by the owner for common stock or another security, usually of the same
company, in accordance with the terms of the issue. A "warrant" confers upon its
holder the right to purchase an amount of securities at a particular time and
price. Securities rated Baa by Moody's or BBB by S&P have speculative
characteristics. See "Investment Methods and Risk Factors" for a discussion of
the risks associated with such securities.
Corporate Bond Fund may invest up to 25 percent of its net assets in higher
yielding debt securities in the lower rating (higher risk) categories of the
recognized rating services (commonly referred to as "junk bonds"). Such
securities include securities rated Ba or lower by Moody's or BB or lower by S&P
and are regarded as predominantly speculative with respect to the ability of the
issuer to meet principal and interest payments. The Fund will not invest in junk
bonds which are rated in default at the time of purchase. See "Investment
Methods and Risk Factors" for a discussion of the risks associated with
investing in such securities.
The Fund may purchase securities which are obligations of, or guaranteed
by, the Dominion of Canada or provinces thereof and debt securities issued by
Canadian corporations. Canadian securities will not be purchased if subject to
the foreign interest equalization tax and unless payable in U.S. dollars.
The Fund may invest in Yankee CDs which are certificates of deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
U.S. Yankee CDs are subject to somewhat different risks than are the obligations
of domestic banks. The Fund also may invest in debt securities issued by foreign
governments, their agencies and instrumentalities and foreign corporations,
provided that such securities are denominated in U.S. dollars. The Fund's
investment in foreign securities, including Canadian securities, will not exceed
25 percent of the Fund's net assets. See "Investment Methods and Risk Factors"
for a discussion of the risks associated with investing in foreign securities.
The Fund may invest in investment grade mortgage backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Fund may invest up to 10 percent of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
or "interest-only" (IO) or "principal-only" (PO) bonds, the market values of
5
<PAGE>
which generally will be more volatile than the market values of most MBSs. The
Fund will hold less than 25 percent of its net assets in MBSs. For a discussion
of MBSs and the risks associated with such securities, see "Investment Methods
and Risk Factors."
Corporate Bond Fund may purchase securities on a "when-issued" or "delayed
delivery" basis in excess of customary settlement periods for the types of
security involved. For a discussion of such securities, see "Investment Methods
and Risk Factors." It is anticipated that securities invested in by this Fund
will be held by the Fund on an average from one and a half to three years and
that the average weighted maturity of the Fund's portfolio will range from 5 to
15 years under normal circumstances.
Limited Maturity Bond Fund
The investment objective of the Limited Maturity Bond Fund is to seek a
high level of income consistent with moderate price fluctuation by investing
primarily in short- and intermediate-term bonds. As used herein the term "short-
and intermediate-term bonds" is used to describe any debt security with a
maturity of 15 years or less. In pursuing its investment objective, the Fund
will invest in a broad range of debt securities, including (i) securities issued
by U.S. and Canadian corporations; (ii) securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by, the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars; (v)
higher yielding, high risk debt securities (commonly referred to as "junk
bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign bank
("Yankee CDs"); (vii) investment grade mortgage backed securities ("MBSs"); and
(viii) investment grade asset-backed securities. High yield debt securities,
Yankee CDs, MBSs and asset-backed securities are described in further detail
under "Investment Methods and Risk Factors." Under normal circumstances, the
Fund will invest at least 65 percent of the value of its total assets in short-
and intermediate-term bonds. It is anticipated that the dollar weighted average
maturity of the Fund's portfolio will range from 2 to 10 years. It will not
exceed 10 years.
Limited Maturity Bond Fund will invest primarily in debt securities rated
Baa or higher by Moody's or BBB or higher by S&P at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. See
Appendix A to this Prospectus for a description of corporate bond ratings.
Included in such securities may be convertible bonds or bonds with warrants
attached which are rated at least Baa or BBB at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. A
"convertible bond" is a bond, debenture or preferred share which may be
exchanged, by the owner, for common stock or another security, usually of the
same company, in accordance with the terms of the issue. A "warrant" confers
upon its holder the right to purchase an amount of securities at a particular
time and price. Securities rated Baa by Moody's or BBB by S&P have speculative
characteristics as described under "Investment Methods and Risk Factors"--"Baa
or BBB Securities."
The Fund may invest in higher yielding debt securities in the lower rating
(higher risk) categories of the recognized rating services (commonly referred to
as "junk bonds"); however, the Fund will not hold more than 25 percent of its
net assets in junk bonds. This includes securities rated Ba or lower by Moody's
or BB or lower by
6
<PAGE>
S&P, and such securities are regarded as predominantly speculative with respect
to the ability of the issuer to meet principal and interest payments. The Fund
will not invest in junk bonds which are rated in default at the time of
purchase. See "Investment Methods and Risk Factors" for a discussion of the
risks associated with investing in such securities.
For the period January 17, 1995 (date of inception) to December 31, 1995,
the dollar weighted average of Limited Maturity Bond Fund's holdings (excluding
equities) had the following credit quality characteristics.
Percent of
Investment Net Assets
---------- ----------
U.S. Government and
Government Agency Securities..............29.0%
Cash and other Assets, Less Liabilities..... 7.4%
Rated Fixed Income Securities
AA........................................ 7.9%
A.........................................43.1%
Baa/BBB................................... 8.5%
Ba/BB..................................... 4.1%
B......................................... 0%
Caa/CCC................................... 0%
Unrated Securities Comparable in Quality to
A......................................... 0%
Baa/BBB................................... 0%
Ba/BB..................................... 0%
B......................................... 0%
Caa/CCC................................... 0%
---
100%
The foregoing table is intended solely to provide disclosure about Limited
Maturity Bond Fund's asset composition for the period January 17, 1995 (date of
inception) to December 31, 1995. The asset composition after this may or may not
be approximately the same as shown above.
The Fund may purchase securities which are obligations of, or guaranteed
by, the Dominion of Canada or provinces thereof and debt securities issued by
Canadian corporations. Canadian securities will not be purchased if subject to
the foreign interest equalization tax and unless payable in U.S. currency.
The Fund may invest in Yankee CDs which are certificates of deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
United States. Yankee CDs are subject to somewhat different risks than are the
obligations of domestic banks. The Fund may also invest in debt securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars. The
Fund's investment in foreign securities, including Canadian securities, will not
exceed 25 percent of the Fund's net assets. For a discussion of the risks
associated with foreign securities, see "Investment Methods and Risk Factors."
The Fund may invest in U.S. Government securities. U.S. Government
securities include bills, certificates of indebtedness, notes and bonds issued
by the Treasury or by agencies or instrumentalities of the U.S. Government. For
a discussion of the varying levels of guarantee associated with particular types
of U.S. Government Securities, see "Investment Methods and Risk Factors" --
"U.S. Government Securities."
Limited Maturity Bond Fund may acquire certain securities that are
restricted as to disposition under the federal securities laws, provided that
such securities are eligible for resale to qualified institutional investors
pursuant to Rule 144A under the Securities Act of 1933, and subject to the
Fund's policy that not more than 15 percent of the Fund's total assets will be
invested in illiquid assets. See "Investment
7
<PAGE>
Methods and Risk Factors" for a discussion of Rule 144A Securities.
The Fund may invest in investment grade mortgage backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Fund may invest up to 10 percent of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
and "interest-only" (IO) and "principal-only" (PO) bonds, the market values of
which will generally be more volatile than the market values of most MBSs. The
Fund will hold less than 25 percent of its net assets in MBSs, including CMOs
and mortgage pass-through securities. For a discussion of MBSs and the risks
associated with such securities, see "Investment Methods and Risk Factors."
The Fund may also invest in investment grade "asset-backed securities."
These include secured debt instruments backed by automobile loans, credit card
loans, home equity loans, manufactured housing loans and other types of secured
loans providing the source of both principal and interest. Asset-backed
securities are subject to risks similar to those discussed with respect to MBSs.
See "Investment Methods and Risk Factors."
Limited Maturity Bond Fund may purchase securities on a "when-issued" or
"delayed delivery" basis in excess of customary settlement periods for the type
of security involved. See "Investment Methods and Risk Factors."
From time to time, Limited Maturity Bond Fund may invest part or all of its
assets in commercial notes or money market instruments.
U.S. Government Fund
The investment objective of the U.S. Government Fund is to provide a high
level of interest income with security of principal by investing primarily in
U.S. Government securities. U.S. Government securities include bills,
certificates of indebtedness, notes and bonds issued by the Treasury or by
agencies or instrumentalities of the U.S. Government. Under normal
circumstances, the Fund will invest at least 80 percent of the value of its
total assets in U.S. Government securities. For a discussion of the varying
levels of guarantee associated with particular types of U.S. Government
Securities, see "Investment Methods and Risk Practices" --"U.S. Government
Securities."
From time to time the portfolio of the U.S. Government Fund may consist
primarily of Government National Mortgage Association ("GNMA") certificates, or
"Ginnie Maes," which are mortgage-backed securities representing part ownership
of a pool of mortgage loans on which timely payment of interest and principal is
guaranteed by GNMA and backed by the full faith and credit of the U.S.
Government. These loans, issued by lenders such as mortgage bankers, commercial
banks and savings and loan associations, are either insured by the Federal
Housing Administration or guaranteed by the Veterans' Administration. A "pool"
or group of such mortgages is assembled and, after being approved by GNMA, is
offered to investors through securities dealers. Once approved by GNMA, the
timely payment of interest and principal on each mortgage is guaranteed by GNMA
and backed by the full faith and credit of the U.S. Government. Ginnie Mae
certificates differ from bonds in that principal is paid back monthly by the
borrower over the term of the loan rather than returned in a lump sum at
maturity. Ginnie Mae certificates are called "pass through" securities because
both interest and principal payments (including prepayments) are passed through
to the holder of the certificate. Upon receipt, principal payments generally
will be used to purchase additional Ginnie Mae certificates or
8
<PAGE>
other U.S. Government securities. Although the Fund invests in securities
guaranteed by GNMA and backed by the U.S. Government, neither the value of the
Fund's portfolio nor the value or yield of its shares is so guaranteed. The Fund
may, for defensive purposes, temporarily invest part or all of its assets in
money market instruments, including deposits and bankers' acceptances in
depository institutions insured by the FDIC, and short-term U.S. Government and
agency securities. If the deposits in a depository institution are not fully
insured by the FDIC, the Fund will analyze the credit quality of the issuing
institution prior to making any such deposit and will retain a record of that
analysis.
The potential for appreciation in GNMAs, which might otherwise be expected
to occur as a result of a decline in interest rates, may be limited or negated
by increased principal prepayments of the underlying mortgages. Prepayments of
GNMA certificates occur with increasing frequency when mortgage rates decline
because, among other reasons, mortgagors may be able to refinance their
outstanding mortgages at lower interest rates or prepay their existing
mortgages. Such prepayments would then be reinvested by the Fund at the lower
current interest rates.
While mortgages underlying GNMA certificates have a stated maturity of up
to 30 years, it has been the experience of the mortgage industry that the
average life of comparable mortgages, owing to prepayments, refinancings and
payments from foreclosures, is considerably less. Yield tables utilize a 12 year
average life assumption for GNMA pools of 26-30 year mortgages, and GNMAs
continue to be traded based on this assumption. Recently it has been observed
that mortgage pools issued at high interest rates have experienced accelerated
prepayment rates as interest rates declined, which would result in a shorter
average life than 12 years.
The Fund may invest in other mortgage backed securities (MBSs) as discussed
under "Investment Methods and Risk Factors" -- "Mortgage Backed Securities and
Collateralized Mortgage Obligations." MBSs include certain securities issued by
the United States government or one of its agencies or instrumentalities, such
as GNMAs, and securities issued by private issuers. The Fund may not invest more
than 20 percent of the value of its total assets in MBSs issued by private
issuers.
The Fund will attempt to maximize the return on its portfolio by taking
advantage of market developments and yield disparities, which may include use of
the following strategies:
1. Shortening the average maturity of its portfolio in anticipation of a rise
in interest rates so as to minimize depreciation of principal;
2. Lengthening the average maturity of its portfolio in anticipation of a
decline in interest rates so as to maximize appreciation of principal;
3. Selling one type of U.S. Government obligation and buying another when
disparities arise in the relative values of each; and
4. Changing from one U.S. Government obligation to an essentially similar U.S.
Government obligation when their respective yields are distorted due to
market factors.
These strategies may result in increases or decreases in the Fund's current
income available for distribution to Fund stockholders, and the Fund may hold
obligations which sell at moderate to substantial premiums or discounts from
face value. It is anticipated that securities invested in
9
<PAGE>
by this Fund will be held by the Fund on the average from one to three years.
Global Aggressive Bond Fund
The Global Aggressive Bond Fund seeks to provide high current income.
Capital appreciation is a secondary objective. As used herein the term "bond" is
used to describe any type of debt security. Under normal circumstances the Fund
will invest at least 65 percent of its total assets in bonds as defined herein.
The Fund under normal circumstances seeks its investment objective of providing
a high level of current income by investing substantially all of its assets in a
portfolio of debt securities of issuers in three separate investment areas: (i)
the United States; (ii) developed foreign countries; and (iii) emerging markets.
The Fund may also invest up to 50 percent of its assets in certain derivative
instruments. See "Investment Methods and Risk Factors" for a discussion of the
risks associated with investing in derivative instruments. The Fund selects
particular debt securities in each sector based on their relative investment
merits. Within each area, the Fund selects debt securities from those issued by
governments, their agencies and instrumentalities; central banks; commercial
banks and other corporate entities. Debt securities in which the Fund may invest
consist of bonds, notes, debentures and other similar instruments. The Fund may
invest up to 100 percent of its total assets in U.S. and foreign debt securities
and other fixed income securities that, at the time of purchase, are rated below
investment grade ("high yield securities" or "junk bonds"), which involve a high
degree of risk and are predominantly speculative. The Fund may also invest in
securities that are in default as to payment of principal and/or interest. A
description of debt ratings is included as Appendix A to this Prospectus. See
"Investment Methods and Risk Factors" for a discussion of the risks associated
with investing in junk bonds. Many emerging market debt securities are not rated
by United States rating agencies such as Moody's and S&P. The Fund's ability to
achieve its investment objectives is thus more dependent on the manager's credit
analysis than would be the case if the Fund were to invest in higher quality
bonds. INVESTORS SHOULD PURCHASE SHARES ONLY AS A SUPPLEMENT TO AN OVERALL
INVESTMENT PROGRAM AND ONLY IF WILLING TO UNDERTAKE THE RISKS INVOLVED.
For the period June 1, 1995 (date of inception) to December 31, 1995, the
dollar weighted average of Global Aggressive Bond Fund's holdings (excluding
equities) had the following credit quality characteristics.
Percent of
Investment Net Assets
---------- ----------
U.S. Government and
Government Agency Securities............. 0%
Cash and other Assets, Less Liabilities.... 2.4%
Rated Fixed Income Securities
AAA...................................... 5.1%
AA....................................... 7.9%
A........................................ 14.8%
Baa/BBB.................................. 21.7%
Ba/BB.................................... 17.9%
B........................................ 13.8%
Caa/CCC.................................. 0%
Unrated Securities Comparable in Quality to
A........................................ 6.4%
Baa/BBB.................................. 2.2%
Ba/BB.................................... 0%
B........................................ 7.8%
Caa/CCC.................................. 0%
---
100%
The foregoing table is intended solely to provide disclosure about Global
Aggressive Bond Fund's asset composition for the period June 1, 1995
10
<PAGE>
(date of inception) to December 31, 1995. The asset composition after this may
or may not be approximately the same as shown above.
Emerging Markets. "Emerging markets" will consist of all countries
determined by the World Bank or the United Nations to have developing or
emerging economies and markets. Currently, investing in many of the emerging
countries and emerging markets is not feasible or may involve political risks.
Accordingly, Lexington Management Corporation, the Sub-Adviser to the Global
Aggressive Bond Fund (the "Sub-Adviser"), currently intends to consider
investments only in those countries in which it believes investing is feasible.
The list of acceptable countries will be reviewed by the Sub-Adviser and MFR
Advisers, Inc. ("MFR") and approved by the Board of Directors on a periodic
basis and any additions or deletions with respect to such list will be made in
accordance with changing economic and political circumstances involving such
countries. An issuer in an emerging market is an entity: (i) for which the
principal securities trading market is an emerging market, as defined above;
(ii) that (alone or on a consolidated basis) derives 50 percent or more of its
total revenue from either goods produced, sales made or services performed in
emerging markets; or (iii) organized under the laws of, and with a principal
office in, an emerging market.
The Fund's investments in emerging market securities consist substantially
of high yield, lower-rated debt securities of foreign corporations, "Brady
Bonds" and other sovereign debt securities issued by emerging market
governments. The Fund may invest in debt securities of emerging market issuers
without regard to ratings. Currently, the substantial majority of emerging
market debt securities are considered to have a credit quality below investment
grade. The Fund may invest in bank loan participations and assignments, which
are fixed and floating rate loans arranged through private negotiations between
foreign entities. See the discussion of sovereign debt securities, Brady Bonds,
and loan participations and assignments below.
Temporary Investments. The Fund intends to retain the flexibility to
respond promptly to changes in market and economic conditions. Accordingly, in
the interest of preserving shareholders' capital and consistent with the Fund's
investment objectives, the Sub-Adviser and MFR may employ a temporary defensive
investment strategy if they determine such a strategy to be warranted. Pursuant
to such a defensive strategy, the Fund temporarily may hold cash (U.S. dollars,
foreign currencies or multinational currency units) and/or invest up to 100
percent of its assets in high quality debt securities or money market
instruments of U.S. or foreign issuers, and most or all of the Fund's
investments may be made in the United States and denominated in U.S. dollars.
For debt obligations other than commercial paper, this includes securities
rated, at the time of purchase, at least AA by S&P or Aa by Moody's, or if
unrated, determined to be of comparable quality by the Sub-Adviser or MFR. For
commercial paper, this includes securities rated, at the time of purchase, at
least A-2 by S&P or Prime-2 by Moody's, or if unrated, determined to be of
comparable quality by the Sub-Adviser or MFR. It is impossible to predict
whether, when or for how long the Fund will employ defensive strategies. To the
extent the Fund adopts a temporary defensive investment posture, it will not be
invested so as to achieve directly its investment objectives. In addition,
pending investment of proceeds from new sales of Fund shares or to meet ordinary
daily cash needs, the Fund temporarily may hold cash
11
<PAGE>
(U.S. dollars, foreign currencies or multinational currency units) and may
invest any portion of its assets in high quality foreign or domestic money
market instruments.
Investment Technique. The Fund invests in debt obligations allocated among
diverse markets and denominated in various currencies, including U.S. dollars,
or in multinational currency units such as European Currency Units. The Fund may
purchase securities that are issued by the government or a company or financial
institution of one country but denominated in the currency of another country
(or a multinational currency unit). The Fund is designed for investors who wish
to accept the risks entailed in such investments, which are different from those
associated with a portfolio consisting entirely of securities of U.S. issuers
denominated in U.S. dollars. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with securities denominated in foreign
currencies.
The Sub-Adviser and MFR will seek to allocate the assets of the Fund in
securities of issuers in countries and in currency denominations where the
combination of fixed income market returns, the price appreciation potential of
fixed income securities and currency exchange rate movements will present
opportunities primarily for high current income and secondarily for capital
appreciation. In so doing, the Sub-Adviser and MFR intend to take full advantage
of the different yield, risk and return characteristics that investment in the
fixed income markets of different countries can provide for U.S. investors.
Fundamental economic strength, credit quality and currency and interest rate
trends will be the principal determinants of the emphasis given to various
country, geographic and industry sectors within the Fund. Securities held by the
Fund may be invested in without limitation as to maturity. The Sub-Adviser and
MFR evaluate currencies on the basis of fundamental economic criteria (e.g.,
relative inflation and interest rate levels and trends, growth rate forecasts,
balance of payments status and economic policies) as well as technical and
political data. If the currency in which a security is denominated appreciates
against the U.S. dollar, the dollar value of the security will increase.
Conversely, if the exchange rate of the foreign currency declines, the dollar
value of the security will decrease. The Fund may seek to protect itself against
such negative currency movements through the use of sophisticated investment
techniques although the Fund is not committed to using such techniques and may
be fully exposed to changes in currency exchange rates. See "Investment Methods
and Risk Factors" for a discussion of such techniques.
The Fund may purchase securities on a "when-issued" basis and may purchase
or sell securities on a "forward commitment" basis in order to hedge against
anticipated changes in interest rates and prices. See the discussion of
when-issued and forward commitment securities under "Investment Methods and Risk
Factors." The Fund may enter into repurchase agreements, reverse repurchase
agreements and "dollar rolls" which are discussed under "Investment Methods and
Risk Factors."
Sovereign Debt. The Global Aggressive Bond Fund may invest in sovereign
debt securities of emerging market governments, including Brady Bonds. Sovereign
debt securities are those issued by emerging market governments that are traded
in the markets of developed countries or groups of developed countries.
Investments in such securities involve special risks. The issuer of the debt or
the governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due in accordance with
the terms of such debt. Periods of economic uncertainty may result in the
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volatility of market prices of sovereign debt, and in turn the Fund's net asset
value, to a greater extent than the volatility inherent in domestic fixed income
securities. A sovereign debtor's willingness or ability to repay principal and
pay interest in a timely manner may be affected by, among other factors, its
cash flow situation, the extent of its foreign reserves, the availability of
sufficient foreign exchange on the date a payment is due, the relative size of
the debt service burden to the economy as a whole, the sovereign debtor's policy
toward principal international lenders and the political constraints to which a
sovereign debtor may be subject. Emerging market governments could default on
their sovereign debt. Such sovereign debtors also may be dependent on expected
disbursements from foreign governments, multilateral agencies and other entities
abroad to reduce principal and interest arrearages on their debt. The commitment
on the part of these governments, agencies and others to make such disbursements
may be conditioned on a sovereign debtor's implementation of economic reforms
and/or economic performance and the timely service of such debtor's obligations.
Failure to implement such reforms, achieve such levels of economic performance
or repay principal or interest when due, may result in the cancellation of such
third parties' commitments to lend funds to the sovereign debtor, which may
further impair such debtor's ability or willingness to timely service its debt.
The occurrence of political, social or diplomatic changes in one or more of
the countries issuing sovereign debt could adversely affect the Fund's
investments. Emerging markets are faced with social and political issues and
some of them have experienced high rates of inflation in recent years and have
extensive internal debt. Among other effects, high inflation and internal debt
service requirements may adversely affect the cost and availability of future
domestic sovereign borrowing to finance governmental programs, and may have
other adverse social, political and economic consequences. Political changes or
a deterioration of a country's domestic economy or balance of trade may affect
the willingness of countries to service their sovereign debt. Although The
Sub-Adviser and MFR intend to manage the Fund in a manner that will minimize the
exposure to such risks, there can be no assurance that adverse political changes
will not cause the Fund to suffer a loss of interest or principal on any of its
holdings.
In recent years, some of the emerging market countries in which the Fund
expects to invest have encountered difficulties in servicing their sovereign
debt obligations. Some of these countries have withheld payments of interest
and/or principal of sovereign debt. These difficulties have also led to
agreements to restructure external debt obligations -- in particular, commercial
bank loans, typically by rescheduling principal payments, reducing interest
rates and extending new credits to finance interest payments on existing debt.
In the future, holders of emerging market sovereign debt securities may be
requested to participate in similar rescheduling of such debt. Certain emerging
market countries are among the largest debtors to commercial banks and foreign
governments. At times certain emerging market countries have declared a
moratorium on the payment of principal and interest on external debt; such a
moratorium is currently in effect in certain emerging market countries. There is
no bankruptcy proceeding by which a creditor may collect in whole or in part
sovereign debt on which an emerging market government has defaulted.
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The ability of emerging market governments to make timely payments on their
sovereign debt securities is likely to be influenced strongly by a country's
balance of trade and its access to trade and other international credits. A
country whose exports are concentrated in a few commodities could be vulnerable
to a decline in the international prices of one or more of such commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any. To the extent that a country receives payment for its
exports in currencies other than hard currencies, its ability to make hard
currency payments could be affected.
Investors should also be aware that certain sovereign debt instruments in
which the Fund may invest involve great risk. As noted above, sovereign debt
obligations issued by emerging market governments generally are deemed to be the
equivalent in terms of quality to securities rated below investment grade by
Moody's and S&P. Such securities are regarded as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligations and involve major risk exposure to
adverse conditions. Some of such securities, with respect to which the issuer
currently may not be paying interest or may be in payment default, may be
comparable to securities rated D by S&P or C by Moody's. The Fund may have
difficulty disposing of and valuing certain sovereign debt obligations because
there may be a limited trading market for such securities. Because there is no
liquid secondary market for many of these securities, the Fund anticipates that
such securities could be sold only to a limited number of dealers or
institutional investors. Certain sovereign debt securities may be illiquid. The
investment of the Fund in illiquid securities, including sovereign debt, is
limited to 15 percent of total net assets.
Brady Bonds. Global Aggressive Bond Fund may invest in "Brady Bonds," which
are debt restructurings that provide for the exchange of cash and loans for
newly issued bonds. Brady Bonds are securities created through the exchange of
existing commercial bank loans to public and private entities in certain
emerging markets for new bonds in connection with debt restructuring under a
debt restructuring plan introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady. Brady Bonds recently have been issued by the governments of
Argentina, Brazil, Bulgaria, Costa Rica, Dominican Republic, Jordan, Mexico,
Nigeria, The Philippines, Uruguay, Venezuela, Ecuador and Poland and are
expected to be issued by other emerging market countries. Approximately $150
billion in principal amount of Brady Bonds has been issued to date, the largest
proportion having been issued by Mexico and Venezuela. Fund investors should
recognize that Brady Bonds have been issued only recently and, accordingly, do
not have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (primarily the U.S. dollar)
and are actively traded in the secondary market for Latin American debt. The
Salomon Brothers Brady Bond Index provides a benchmark that can be used to
compare returns of emerging market Brady Bonds with returns in other bond
markets, e.g., the U.S. bond market.
The Global Aggressive Bond Fund may invest in either collateralized or
uncollateralized Brady Bonds in various currencies. U.S. dollar-denominated,
collateralized Brady Bonds, which may be fixed rate par bonds or floating rate
discount bonds, are collateralized in full as to principal by U.S. Treasury zero
coupon bonds having the same maturity as the bonds. Interest payments on such
bonds generally are
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collateralized by cash or securities in an amount that, in the case of fixed
rate bonds, is equal to at least one year of rolling interest payments or, in
the case of floating rate bonds, initially is equal to at least one year's
rolling interest payments based on the applicable interest rate at the time and
is adjusted at regular intervals thereafter.
Loan Participations and Assignments. The Global Aggressive Bond Fund may
invest in fixed and floating rate loans ("Loans") arranged through private
negotiations between a foreign entity and one or more financial institutions
("Lenders"). The majority of the Fund's investments in Loans in emerging markets
is expected to be in the form of participations in Loans ("Participations") and
assignments of portions of Loans from third parties ("Assignments").
Participations typically will result in the Fund having a contractual
relationship only with the Lender, not with the borrower government. The Global
Aggressive Bond Fund will have the right to receive payments of principal,
interest and any fees to which it is entitled only from the Lender selling the
Participation and only upon receipt by the Lender of the payments from the
borrower. In connection with purchasing Participations, the Fund generally will
have no right to enforce compliance by the borrower with the terms of the loan
agreement relating to the Loan ("Loan Agreement"), nor any rights of set-off
against the borrower, and the Fund may not directly benefit from any collateral
supporting the Loan in which it has purchased the Participation. As a result,
the Fund will assume the credit risk of both the borrower and the Lender that is
selling the Participation.
In the event of the insolvency of the Lender selling a Participation, the
Fund may be treated as a general creditor of the Lender and may not benefit from
any set-off between the Lender and the borrower. The Fund will acquire
Participations only if the Lender interpositioned between the Fund and the
borrower is determined by the Sub-Adviser and MFR to be creditworthy. When the
Fund purchases Assignments from Lenders, the Fund will acquire direct rights
against the borrower on the Loan. However, since Assignments are arranged
through private negotiations between potential assignees and assignors, the
rights and obligations acquired by the Fund as the purchaser of an Assignment
may differ from, and be more limited than, those held by the assigning Lender.
The Fund may have difficulty disposing of Assignments and Participations.
The liquidity of such securities is limited and the Fund anticipates that such
securities could be sold only to a limited number of institutional investors.
The lack of a liquid secondary market could have an adverse impact on the value
of such securities and on the Fund's ability to dispose of particular
Assignments or Participations when necessary to meet the Fund's liquidity needs
or in response to a specific economic event, such as a deterioration in the
creditworthiness of the borrower. The lack of a liquid secondary market for
Assignments and Participations also may make it more difficult for the fund to
assign a value to those securities for purposes of valuing the Fund's portfolio
and calculating its net asset value. The investment of the Fund in illiquid
securities, including Assignments and Participations, is limited to 15 percent
of total net assets.
Security Tax-Exempt Fund
The investment objective of Tax-Exempt Fund is to obtain as high a level of
interest income exempt from federal income taxes as is consistent with
preservation of stockholders' capital. Tax-Exempt Fund attempts to achieve its
objective by investing primarily in debt securities, the interest on which is
exempt from federal income taxes, including the alternative minimum tax. Under
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normal circumstances, at least 80 percent of the Fund's net assets will be
invested in such tax-exempt securities.
The securities in which the Fund invests include debt obligations issued by
or on behalf of the states, territories and possessions of the United States,
the District of Columbia, and their political subdivisions, agencies,
authorities and instrumentalities, including multi-state agencies or authorities
(and may include certain private activity bonds the interest on which is subject
to the alternative minimum tax). These securities are referred to as "municipal
securities" and are described in more detail in the Funds' Statement of
Additional Information.
The Fund's investments in municipal securities are limited to securities of
"investment grade" quality, that is, securities rated within the four highest
rating categories of Moody's (Aaa, Aa, A, Baa) or S&P (AAA, AA, A, BBB), except
that the Fund may purchase unrated municipal securities (i) where the securities
are guaranteed as to principal and interest by the full faith and credit of the
U.S. Government or are short-term municipal securities (those having a maturity
of less than one year) of issuers having outstanding at the time of purchase an
issue of municipal bonds having one of the four highest ratings, or (ii) where,
in the opinion of the Investment Manager, the unrated municipal securities are
comparable in quality to those within the four highest ratings. However,
Tax-Exempt Fund will not purchase an unrated municipal security (other than a
security described in (i) above) if, after such purchase, more than 20 percent
of the Fund's total assets would be invested in such unrated municipal
securities.
With respect to rated securities, there is no percentage limitation on the
amount of the Fund's assets which may be invested in securities within any
particular rating classification, but the Fund anticipates that it will invest
no more than 25 percent of its total assets in securities rated Baa by Moody's
or BBB by Standard & Poor's. A description of the ratings is contained in
Appendix B to this Prospectus. Such securities have speculative characteristics
as discussed under "Investment Methods and Risk Factors."
If the Fund holds a security whose rating drops below Baa or BBB, the
Investment Manager will reevaluate the credit risk presented by the security in
light of current market conditions and determine whether to retain or dispose of
such security. The Fund will not retain securities rated below Baa or BBB in an
amount that exceeds 5 percent of its net assets.
Tax-Exempt Fund invests primarily in municipal bonds with maturities
greater than one year. It is expected that the Fund's average portfolio maturity
under normal circumstances will be in the 15- to 25-year range. Tax-Exempt Fund
also will invest for various purposes in short-term (maturity equal to or less
than one year) securities which, to the extent practicable will be short-term
municipal securities. Short-term investments may be made, pending investment of
funds in municipal bonds, in order to maintain liquidity, to meet redemption
requests, or to maintain a temporary "defensive" investment position when, in
the opinion of the Investment Manager, it is advisable to do so on account of
current or anticipated market conditions. Except when in a temporary defensive
position, investments in short-term municipal securities will represent less
than 20 percent of the Fund's total assets.
From time to time, on a temporary basis, Tax-Exempt Fund may invest in
fixed income obligations on which the interest is subject to federal income tax.
Except when the Fund is in a temporary "defensive" investment position, it will
not purchase a taxable security if, as a result,
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more than 20 percent of its total assets would be invested in taxable
securities. This limitation is a fundamental policy of Tax-Exempt Fund, and may
not be changed without a majority vote of the Fund's outstanding shares.
Temporary taxable investments of the Fund may consist of obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities,
commercial paper rated A-1 by S&P or Prime-1 by Moody's, corporate obligations
rated AAA or AA by S&P or Aaa or Aa by Moody's, certificates of deposit or
bankers' acceptances of domestic banks or thrifts with at least $2 billion in
assets, or repurchase agreements with such banks or with broker-dealers.
Tax-exempt interest on private activity bonds and exempt-interest dividends
attributable to private activity bonds generally are treated as tax preference
items for purposes of the alternative minimum tax. The Fund may purchase private
activity bonds, such as industrial development bonds, when other bonds are not
available and when the yield differential between private activity bonds and
other municipal bonds justifies their purchase.
From time to time, Tax-Exempt Fund may purchase municipal securities on a
when-issued or delayed delivery basis. The Fund does not believe that its net
asset value or income will be adversely affected by its purchase of municipal
securities on a when-issued or delayed delivery basis. For further information
regarding when-issued purchases, see "Investment Methods and Risk Factors" and
the Funds' Statement of Additional Information.
Tax-Exempt Fund may also purchase from banks or broker/dealers, municipal
securities together with the right to resell the securities to the seller at an
agreed-upon price or yield within a specified period prior to the maturity date
of the securities. Such a right to resell is commonly known as a "put" and is
also referred to as a "stand-by commitment" on the part of the seller. The price
which Tax-Exempt Fund pays for the municipal securities with puts generally is
higher than the price which otherwise would be paid for the municipal securities
alone. The Fund uses puts for liquidity purposes in order to permit it to remain
more fully invested in municipal securities than would otherwise be the case by
providing a ready market for certain municipal securities in its portfolio at an
acceptable price. The put generally is for a shorter term than the maturity of
the municipal security and does not restrict in any way the Fund's ability to
dispose of (or retain) the municipal security. In order to ensure that the
interest on municipal securities subject to puts is tax-exempt to the Fund, it
will limit its use of puts in accordance with current interpretations or rulings
of the Internal Revenue Service. Because it is difficult to evaluate the
likelihood of exercise or the potential benefit of a put, puts will be
determined to have a "value" of zero, regardless of whether any direct or
indirect consideration was paid. There is a risk that the seller of the put may
not be able to repurchase the security upon exercise of the put by Tax-Exempt
Fund. For further information regarding puts and stand-by commitments, see the
Funds' Statement of Additional Information.
Security Cash Fund
The investment objective of Cash Fund is to seek as high a level of current
income as is consistent with preservation of capital and liquidity. Cash Fund
will attempt to achieve its objective by investing at least 95 percent of its
total assets, measured at the time of investment, in a diversified portfolio of
highest quality money market instruments. Cash Fund may also invest up to 5
percent of its total assets, measured at the time of investment, in money market
instruments
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that are in the second-highest rating category for short-term debt obligations.
Money market instruments in which the Fund may invest consist of the following:
U.S. Government Securities -- Obligations issued or guaranteed (as to
principal or interest) by the United States Government or its agencies (such as
the Small Business Administration and Government National Mortgage Association)
or instrumentalities (such as Federal Home Loan Banks and Federal Land Banks)
and instruments fully collateralized with such obligations.
Bank Obligations -- Obligations of banks or savings and loan associations
that are members of the Federal Deposit Insurance Corporation and instruments
fully collateralized with such obligations.
Corporate Obligations -- Commercial paper issued by corporations and rated
Prime-1 or Prime-2 by Moody's or A-1 or A-2 by S&P, or other corporate debt
instruments rated Aaa or Aa or better by Moody's or AAA or AA or better by S&P,
subject to the limitations on investment in instruments in the second-highest
rating category, discussed below.
Cash Fund may invest only in U.S. dollar denominated money market
instruments that present minimal credit risk and, with respect to 95 percent of
its total assets, measured at the time of investment, that are of the highest
quality. The Investment Manager will determine whether a security presents
minimal credit risk under procedures adopted by Cash Fund's Board of Directors.
A security will be considered to be highest quality (1) if rated in the highest
category, (e.g., Aaa or Prime-1 by Moody's or AAA or A-1 by S&P) by (i) any two
nationally recognized statistical rating organizations ("NRSROs") or, (ii) if
rated by only one NRSRO, by that NRSRO, and whose acquisition is approved or
ratified by the Board of Directors; (2) if issued by an issuer that has
short-term debt obligations of comparable maturity, priority, and security and
that are rated in the highest rating category by (i) any two NRSROs or, (ii) if
rated by only one NRSRO, by that NRSRO, and whose acquisition is approved or
ratified by the Board of Directors; or (3) an unrated security that is of
comparable quality to a security in the highest rating category as determined by
the Investment Manager and whose acquisition is approved or ratified by the
Board of Directors. With respect to 5 percent of its total assets, measured at
the time of investment, Cash Fund may also invest in money market instruments
that are in the second-highest rating category for short-term debt obligations
(e.g., rated Aa or Prime 2 by Moody's or AA or A-2 by S&P). A money market
instrument will be considered to be in the second-highest rating category under
the criteria described above with respect to investments considered highest
quality, as applied to instruments in the second-highest rating category. See
Appendix A to this Prospectus for a description of the principal types of
securities and instruments in which Cash Fund will invest as well as a
description of the above mentioned ratings.
Cash Fund may not invest more than 5 percent of its total assets, measured
at the time of investment, in the securities of any one issuer that are of the
highest quality or more than the greater of 1 percent of its total assets or
$1,000,000, measured at the time of investment, in securities of any one issuer
that are in the second-highest rating category, except that these limitations
shall not apply to U.S. Government securities. The Fund may exceed the 5 percent
limitation for up to three business days after the purchase of the securities of
any one issuer that are of the highest quality, provided that the Fund has
outstanding at any time not more than one such investment. In the event that an
instrument
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acquired by Cash Fund ceases to be of the quality that is eligible for the Fund,
the Fund shall promptly dispose of the instrument in an orderly manner unless
the Board of Directors determines that this would not be in the best interests
of the Fund.
Cash Fund will invest in money market instruments of varying maturities
(but no longer than thirteen months) in an effort to earn as high a level of
current income as is consistent with preservation of capital and liquidity. Cash
Fund intends to maintain a dollar-weighted average maturity in its portfolio of
not more than 90 days. The Fund seeks to maintain a stable net asset value of
$1.00 per share, although there can be no assurance that it will be able to do
so.
Cash Fund may acquire one or more of the types of securities listed above
subject to repurchase agreement. Not more than 10 percent of the Fund's total
assets may be invested in illiquid assets, which include repurchase agreements
with maturities of over seven days.
Cash Fund may invest in instruments having rates of interest that are
adjusted periodically according to a specified market rate for such investments
("Variable Rate Instruments"). The interest rate on a Variable Rate Instrument
is ordinarily determined by reference to, or is a percentage of, an objective
standard such as a bank's prime rate or the 91-day U.S. Treasury Bill rate.
Generally, the changes in the interest rate on Variable Rate Instruments reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Cash Fund determines the
maturity of Variable Rate Instruments in accordance with Rule 2a-7 under the
Investment Company Act of 1940 which allows the Fund to consider the maturity
date of such instruments to be the period remaining until the next readjustment
of the interest rate rather than the maturity date on the face of the
instrument.
Cash Fund may acquire certain securities that are restricted as to
disposition under the federal securities laws, provided that such securities are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933, and subject to the Fund's policy that not more
than 10 percent of the Fund's total assets will be invested in illiquid assets.
See "Investment Methods and Risk Factors" for a discussion of Rule 144A
Securities.
INVESTMENT METHODS AND RISK FACTORS
Some of the risk factors related to certain securities, instruments and
techniques that may be used by one or more of the Funds are described in the
"Investment Objectives and Policies" section of this Prospectus and in the
"Investment Objectives and Policies" and "Investment Policy Limitations"
sections of the Funds' Statement of Additional Information. The following is a
description of certain additional risk factors related to various securities,
instruments and techniques. The risks so described only apply to those Funds
which may invest in such securities and instruments or use such techniques. Also
included is a general description of some of the investment instruments,
techniques and methods which may be used by one or more of the Funds. The
methods described only apply to those Funds which may use such methods.
Investment Vehicles
Baa or BBB Securities -- Certain of the Funds may invest in medium grade
debt securities (debt securities rated Baa by Moody's or BBB by S&P at the time
of purchase, or if unrated, of equivalent quality as determined by the
Investment
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Manager). Baa securities are considered to be "medium grade" obligations by
Moody's and BBB is the lowest classification which is still considered an
"investment grade" rating by S&P. Bonds rated Baa by Moody's or BBB by S&P have
speculative characteristics and may be more susceptible than higher grade bonds
to adverse economic conditions or other adverse circumstances which may result
in a weakened capacity to make principal and interest payments. Corporate Bond,
Limited Maturity Bond and Global Aggressive Bond Funds may invest in higher
yield debt securities in the lower rating (higher risk) categories of the
recognized rating services (commonly referred to as "junk bonds"). See Appendix
A to this Prospectus for a complete description of corporate bond ratings and
see "Risks Associated with High Yield Investments."
U.S. Government Securities -- Each of the Funds may invest in U.S.
Government securities which include obligations issued or guaranteed (as to
principal and interest) by the United States Government or its agencies (such as
the Small Business Administration, the Federal Housing Administration, and
Government National Mortgage Association), or instrumentalities (such as Federal
Home Loan Banks and Federal Land Banks), and instruments fully collateralized
with such obligations such as repurchase agreements. Some U.S. Government
securities, such as Treasury bills and bonds, are supported by the full faith
and credit of the U.S. Treasury; others are supported by the right of the issuer
to borrow from the Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; still others, such as those of
the Student Loan Marketing Association, are supported only by the credit of the
instrumentality. Government National Mortgage Association (GNMA) certificates
are mortgage-backed securities representing part ownership of a pool of mortgage
loans on which timely payment of interest and principal is guaranteed by the
full faith and credit of the U.S. Government. Although U.S. Government
securities are guaranteed by the U.S. Government, its agencies or
instrumentalities, shares of the Funds are not so guaranteed in any way.
Convertible Securities and Warrants -- Certain of the Funds may invest in
debt or preferred equity securities convertible into or exchangeable for equity
securities. Traditionally, convertible securities have paid dividends or
interest at rates higher than common stocks but lower than non-convertible
securities. They generally participate in the appreciation or depreciation of
the underlying stock into which they are convertible, but to a lesser degree. In
recent years, convertibles have been developed which combine higher or lower
current income with options and other features. Warrants are options to buy a
stated number of shares of common stock at a specified price any time during the
life of the warrants (generally two or more years).
Mortgage Backed Securities and Collateralized Mortgage Obligations --
Certain of the Funds may invest in investment grade mortgage backed securities
(MBSs), including mortgage pass through securities and collateralized mortgage
obligations (CMOs). MBSs include certain securities issued or guaranteed by the
United States government or one of its agencies or instrumentalities, such as
the Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), or Federal Home Loan Mortgage Corporation (FHLMC);
securities issued by private issuers that represent an interest in or are
collateralized by mortgage-backed securities issued or guaranteed by the U.S.
government or one of its agencies or
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instrumentalities; and securities issued by private issuers that represent an
interest in or are collateralized by mortgage loans. A mortgage pass through
security is a pro rata interest in a pool of mortgages where the cash flow
generated from the mortgage collateral is passed through to the security holder.
CMOs are obligations fully collateralized by a portfolio of mortgages or
mortgage-related securities. Certain of the Funds may invest in securities known
as "inverse floating obligations," "residual interest bonds," or "interest only"
(IO) and "principal only" (PO) bonds, the market values of which will generally
be more volatile than the market values of most MBSs. IOs and POs are created by
separating the interest and principal payments generated by a pool of
mortgage-backed bonds to create two classes of securities. Generally, one class
receives interest only payments (IOs) and the other class principal only
payments (POs). MBSs have been referred to as "derivatives" because the
performance of MBSs is dependent upon and derived from underlying securities.
Investment in MBSs poses several risks, including prepayment, market and
credit risks. Prepayment risk reflects the chance that borrowers may prepay
their mortgages faster than expected, thereby affecting the investment's average
life and perhaps its yield. Borrowers are most likely to exercise their
prepayment options at a time when it is least advantageous to investors,
generally prepaying mortgages as interest rates fall, and slowing payments as
interest rates rise. Certain classes of CMOs may have priority over others with
respect to the receipt of prepayments on the mortgages and the Fund may invest
in CMOs which are subject to greater risk of prepayment. Market risk reflects
the chance that the price of the security may fluctuate over time. The price of
MBSs may be particularly sensitive to prevailing interest rates, the length of
time the security is expected to be outstanding and the liquidity of the issue.
In a period of unstable interest rates, there may be decreased demand for
certain types of MBSs, and a fund invested in such securities wishing to sell
them may find it difficult to find a buyer, which may in turn decrease the price
at which they may be sold. Credit Risk reflects the chance that the Fund may not
receive all or part of its principal because the issuer or credit enhancer has
defaulted on its obligations. Obligations issued by U.S. Government-related
entities are guaranteed by the agency or instrumentality, and some, such as GNMA
certificates, are supported by the full faith and credit of the U.S. Treasury;
others are supported by the right of the issuer to borrow from the Treasury;
others, such as those of the FNMA, are supported by the discretionary authority
of the U.S. Government to purchase the agency's obligations; still others, are
supported only by the credit of the instrumentality. Although securities issued
by U.S. Government-related agencies are guaranteed by the U.S. Government, its
agencies or instrumentalities, shares of the Fund are not so guaranteed in any
way. The performance of private label MBSs, issued by private institutions, is
based on the financial health of those institutions.
Asset-Backed Securities -- Certain of the Funds may also invest in
investment grade "asset-backed securities." These include secured debt
instruments backed by automobile loans, credit card loans, home equity loans,
manufactured housing loans and other types of secured loans providing the source
of both principal and interest. Asset-backed securities are subject to risks
similar to those discussed above with respect to MBSs.
When-Issued and Forward Commitment Securities -- Certain of the Funds may
purchase securities on a "when-issued" basis and may purchase or sell
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securities on a "forward commitment" basis in order to hedge against anticipated
changes in interest rates and prices. The price, which is generally expressed in
yield terms, is fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date. When-issued securities
and forward commitments may be sold prior to the settlement date, but the Funds
will enter into when-issued and forward commitments only with the intention of
actually receiving or delivering the securities, as the case may be. No income
accrues on securities which have been purchased pursuant to a forward commitment
or on a when-issued basis prior to delivery of the securities. If a Fund
disposes of the right to acquire a when-issued security prior to its acquisition
or disposes of its right to deliver or receive against a forward commitment, it
may incur a gain or loss. At the time a Fund enters into a transaction on a
when-issued or forward commitment basis, a segregated account consisting of cash
or high grade, liquid debt securities equal to the value of the when-issued or
forward commitment securities will be established and maintained with its
custodian and will be marked to market daily. There is a risk that the
securities may not be delivered and that the Fund may incur a loss.
Restricted Securities (Rule 144A Securities) -- Certain of the Funds may
invest in restricted securities which are securities that are restricted as to
disposition under the federal securities laws, provided that such securities are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933.
The Global Aggressive Bond Fund may purchase restricted securities,
including securities that are not eligible for resale pursuant to Rule 144A.
Global Aggressive Bond Fund may acquire such securities through private
placement transactions, directly from the issuer or from security holders,
generally at higher yields or on terms more favorable to investors than
comparable publicly traded securities. However, the restrictions on resale of
such securities may make it difficult for the Fund to dispose of such securities
at the time considered most advantageous, and/or may involve expenses that would
not be incurred in the sale of securities that were freely marketable. Risks
associated with restricted securities include the potential obligation to pay
all or part of the registration expenses in order to sell certain restricted
securities. A considerable period of time may elapse between the time of the
decision to sell a security and the time the Fund may be permitted to sell it
under an effective registration statement. If, during a period, adverse
conditions were to develop, the Fund might obtain a less favorable price than
prevailing when it decided to sell.
The Funds' Board of Directors is responsible for developing and
establishing guidelines and procedures for determining the liquidity of Rule
144A securities. As permitted by Rule 144A, the Board of Directors has delegated
this responsibility to the Investment Manager. In making the determination
regarding the liquidity of Rule 144A securities, the Investment Manager will
consider trading markets for the specific security taking into account the
unregistered nature of a Rule 144A security. In addition, the Investment Manager
may consider: (1) the frequency of trades and quotes; (2) the number of dealers
and potential purchasers; (3) dealer undertakings to make a market; and (4) the
nature of the security and of the market place trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). Investing in Rule 144A securities could have the effect of increasing
the amount of a Fund's assets invested in illiquid securities to the extent that
qualified institutional buyers become
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uninterested, for a time, in purchasing these securities.
Zero Coupon Securities -- The Global Aggressive Bond Fund may invest in
certain zero coupon securities that are "stripped" U.S. Treasury notes and
bonds. The Fund also may invest in zero coupon and other deep discount
securities issued by foreign governments and domestic and foreign corporations,
including certain Brady Bonds and other foreign debt and payment-in-kind
securities. Zero coupon securities pay no interest to holders prior to maturity,
and payment-in-kind securities pay interest in the form of additional
securities. However, a portion of the original issue discount on zero coupon
securities and the "interest" on payment-in-kind securities will be included in
the investing Fund's income. Accordingly, for the Fund to qualify for tax
treatment as a regulated investment company and to avoid certain taxes (see
"Taxes" in the Statement of Additional Information), the Fund may be required to
distribute an amount that is greater than the total amount of cash it actually
receives. These distributions must be made from the Fund's cash assets or, if
necessary, from the proceeds of sales of portfolio securities. The Fund will not
be able to purchase additional income-producing securities with cash used to
make such distributions and its current income ultimately may be reduced as a
result. Zero coupon and payment-in-kind securities usually trade at a deep
discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities that make current distributions of interest
in cash. The Fund will not invest more than 5 percent of its total assets in
zero coupon securities.
Repurchase Agreements, Reverse Repurchase Agreements and Roll Transactions
- -- Each of the Funds may enter into repurchase agreements. Repurchase agreements
are transactions in which the purchaser buys a debt security from a bank or
recognized securities dealer and simultaneously commits to resell that security
to the bank or dealer at an agreed upon price, date and market rate of interest
unrelated to the coupon rate or maturity of the purchased security. Repurchase
agreements are considered to be loans which must be fully collateralized
including interest earned thereon during the entire term of the agreement. If
the institution defaults on the repurchase agreement, the Fund will retain
possession of the underlying securities. If bankruptcy proceedings are commenced
with respect to the seller, realization on the collateral by the Fund may be
delayed or limited and the Fund may incur additional costs. In such case, the
Fund will be subject to risks associated with changes in market value of the
collateral securities. The Fund intends to enter into repurchase agreements only
with banks and broker/dealers believed to present minimal credit risks.
The Global Aggressive Bond Fund may also enter into reverse repurchase
agreements with the same parties with whom it may enter into repurchase
agreements. Under a reverse repurchase agreement, a Fund would sell securities
and agree to repurchase them at a particular price at a future date. Reverse
repurchase agreements involve the risk that the market value of the securities
retained in lieu of sale by a Fund may decline below the price of the securities
the Fund has sold but is obligated to repurchase. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, such buyer or its trustee or receiver may receive an extension of
time to determine whether to enforce the Fund's obligation to repurchase the
securities, and the Fund's use of the proceeds of the reverse
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repurchase agreement may effectively be restricted pending such decision.
The Global Aggressive Bond Fund also may enter into "dollar rolls," in
which the Fund sells fixed income securities for delivery in the current month
and simultaneously contracts to repurchase substantially similar (same type,
coupon and maturity) securities on a specified future date. During the roll
period, the Global Aggressive Bond Fund would forego principal and interest paid
on such securities. The Fund would be compensated by the difference between the
current sales price and the forward price for the future purchase, as well as by
the interest earned on the cash proceeds of the initial sale. See "Investment
Objectives and Policies" in the Statement of Additional Information.
Investment Methods
Borrowing -- Each of the Funds may borrow money from banks as a temporary
measure for emergency purposes, or to facilitate redemption requests.
From time to time, it may be advantageous for the Funds to borrow money
rather than sell existing portfolio positions to meet redemption requests.
Accordingly, the Funds may borrow from banks and the Global Aggressive Bond Fund
may borrow through reverse repurchase agreements and "roll" transactions, in
connection with meeting requests for the redemption of Fund shares. Limited
Maturity Bond, Tax-Exempt and Cash Funds may each borrow up to 10 percent and
Corporate Bond, U.S. Government and Global Aggressive Bond Funds may each borrow
up to 5 percent of total Fund assets. To the extent that a Fund purchases
securities while it has outstanding borrowings, it is using leverage, i.e.,
using borrowed funds for investment. Leveraging will exaggerate the effect on
net asset value of any increase or decrease in the market value of a Fund's
portfolio. Money borrowed for leveraging will be subject to interest costs that
may or may not be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on the securities
purchased. A Fund also may be required to maintain minimum average balances in
connection with such borrowing or to pay a commitment or other fee to maintain a
line of credit; either of these requirements would increase the cost of
borrowing over the stated interest rate. It is not expected that Cash Fund would
purchase securities while it had borrowings outstanding.
Options, Futures and Forward Currency Transactions -- The Global Aggressive
Bond Fund may invest in options, futures and forward currency transactions. In
seeking to protect against currency exchange rate or interest rate changes that
are adverse to its present or prospective positions, the Fund may employ certain
risk management practices involving the use of forward currency contracts and
options contracts, futures contracts and options on futures contracts on U.S.
and foreign government securities and currencies. The Global Aggressive Bond
Fund also may enter into interest rate, currency and index swaps and purchase or
sell related caps, floors and collars. No more than 50 percent of the Fund's
assets will be invested in derivative securities. The Fund's investment in
derivative securities will be utilized for hedging purposes and not for
speculation. See "Swaps, Caps, Floors and Collars" below. See also "Derivative
Instruments: Options, Futures and Forward Currency Strategies" in the Statement
of Additional Information. There can be no assurance that the Fund's risk
management practices will succeed. Only a limited market, if any, currently
exists for forward currency contracts and options and futures instruments
relating to currencies of most emerging markets,
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to securities denominated in such currencies or to securities of issuers
domiciled or principally engaged in business in such emerging markets. To the
extent that such a market does not exist, the Fund may not be able to
effectively hedge its investment in such emerging markets.
To attempt to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward currency contracts for the purchase
or sale of a specified currency at a specified future date. Such contracts may
involve the purchase or sale of a foreign currency against the U.S. dollar or
may involve two foreign currencies. The Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to the
Fund's portfolio positions. For example, when the Fund anticipates making a
purchase or sale of a security, it may enter into a forward currency contract in
order to set the rate (either relative to the U.S. dollar or another currency)
at which a currency exchange transaction related to the purchase or sale will be
made. Further, when the Sub-Adviser or MFR believes that a particular currency
may decline compared to the U.S. dollar or another currency, the Fund may enter
into a forward contract to sell the currency the Sub-Adviser or MFR expects to
decline in an amount up to the value of the portfolio securities held by the
Fund denominated in a foreign currency.
In addition, the Global Aggressive Bond Fund may purchase put and call
options and write such options on a "covered" basis on securities that are
traded on recognized securities exchanges and over-the-counter ("OTC") markets.
The Fund will cause its custodian to segregate cash, cash equivalents, U.S.
Government securities or other high grade, liquid debt obligations having a
value sufficient to meet the Fund's obligations under the option. It also may
enter into interest rate futures contracts and purchase and write options to buy
and sell such futures contracts, to the extent permitted under regulations of
the Commodities Futures Trading Commission ("CFTC"). The Fund will not employ
these practices for speculation; however, these practices may result in the loss
of principal under certain conditions. In addition, certain provisions of the
Internal Revenue Code of 1986, as amended ("Code"), limit the extent to which
the Fund may enter into forward contracts or futures contracts or engage in
options transactions. See "Taxes" in the Statement of Additional Information.
The Fund also may purchase put or call options or futures contracts on
currencies for the same purposes as it may use forward currency contracts.
The Global Aggressive Bond Fund's use of forward currency contracts or
options and futures transactions would involve certain investment risks and
transaction costs to which it might not otherwise be subject. These risks
include: dependence on the Sub-Adviser and MFR's ability to predict movements in
exchange rates; imperfect correlation between movements in exchange rates and
movements in the currency hedged; and the fact that the skills needed to
effectively hedge against the Fund's currency risks are different from those
needed to select the securities in which a Fund invests. The Fund also may
conduct its foreign currency exchange transactions on a spot (i.e., cash) basis
at the spot rate prevailing in the foreign currency exchange market.
Swaps, Caps, Floors and Collars -- The Global Aggressive Bond Fund may
enter into interest rate, currency and index swaps, and the purchase or sale of
related caps, floors and collars. The Fund expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or portion of its portfolio, to protect against currency fluctuations, as a
technique for managing the portfolio's duration (i.e., the price
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sensitivity to changes in interest rates) or to protect against any increase in
the price of securities the Fund anticipates purchasing at a later date. The
Fund intends to use these transactions as hedges and not as speculative
investments, and will not sell interest rate caps or floors if it does not own
securities or other instruments providing the income the Fund may be obligated
to pay.
Interest rate swaps involve the exchange by the Fund with another party of
their respective commitments to pay or receive interest (for example, an
exchange of floating rate payments for fixed rate payments) with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount based on changes in the values of the reference
indices.
The purchase of a cap entitles the purchaser to receive payments on a
notional principal amount from the party selling the cap to the extent that a
specified index exceeds a predetermined interest rate. The purchase of an
interest rate floor entitles the purchaser to receive payments on a notional
principal amount from the party selling the floor to the extent that a specified
index falls below a predetermined interest rate or amount. A collar is a
combination of a cap and a floor that preserves a certain return within a
predetermined range of interest rates or values.
Risk Factors
General Risk Factors -- Each Fund's net asset value will fluctuate,
reflecting fluctuations in the market value of its portfolio positions and, if
applicable, its net currency exposure. The value of fixed income securities held
by the Funds generally fluctuates inversely with interest rate movements. In
other words, bond prices generally fall as interest rates rise and generally
rise as interest rates fall. Longer term bonds held by the Funds are subject to
greater interest rate risk. There is no assurance that any Fund will achieve its
investment objective.
Foreign Investment Risk -- Investment in foreign securities involves risks
and considerations not present in domestic investments. Foreign companies
generally are not subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable
to U.S. companies. The securities of non-U.S. issuers generally are not
registered with the SEC, nor are the issuers thereof usually subject to the
SEC's reporting requirements. Accordingly, there may be less publicly available
information about foreign securities and issuers than is available with respect
to U.S. securities and issuers. A Fund's income and gains from foreign issuers
may be subject to non-U.S. withholding or other taxes, thereby reducing their
income and gains. In addition, with respect to some foreign countries, there is
the increased possibility of expropriation or confiscatory taxation, limitations
on the removal of funds or other assets of the Fund, political or social
instability, or diplomatic developments which could affect the investments of
the Fund in those countries. Moreover, individual foreign economies may differ
favorably or unfavorably from the U.S. economy in such respects as growth of
gross national product, rate of inflation, rate of savings and capital
reinvestment, resource self-sufficiency and balance of payments positions.
Currency Risk -- Since the Global Aggressive Bond Fund normally invests
substantially in securities denominated in currencies other than the U.S.
dollar, and since it may hold foreign currencies, the value of such securities
will be affected favorably or unfavorably by exchange control regulations or
changes in the exchange rates between such currencies and the U.S. dollar.
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Changes in currency exchange rates will influence the value of the Fund's
shares, and also may affect the value of dividends and interest earned by the
Fund and gains and losses realized by the Fund. Currencies generally are
evaluated on the basis of fundamental economic criteria (e.g., relative
inflation and interest rate levels and trends, growth rate forecasts, balance of
payments status and economic policies) as well as technical and political data.
The exchange rates between the U.S. dollar and other currencies are determined
by supply and demand in the currency exchange markets, the international balance
of payments, governmental intervention, speculation and other economic and
political conditions.
If the currency in which a security is denominated appreciates against the
U.S. dollar, the dollar value of the security will increase. Conversely, a
decline in the exchange rate of the currency would adversely affect the value of
the security expressed in U.S. dollars.
Risks Associated with Investment in Emerging Markets -- Global Aggressive
Bond Fund may invest in emerging markets. Because of the special risks
associated with investing in emerging markets, an investment in the Global
Aggressive Bond Fund should be considered speculative. Investors are strongly
advised to consider carefully the special risks involved in emerging markets,
which are in addition to the usual risks of investing in developed foreign
markets around the world. Investing in emerging markets involves risks relating
to potential political economic instability within such markets and the risks of
expropriation, nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investment and on repatriation of capital
invested. In the event of such expropriation, nationalization or other
confiscation in any emerging market, the Fund could lose its entire investment
in that market. Many emerging market countries have experienced substantial, and
in some periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have negative
effects on the economies and securities markets of certain emerging market
countries. Economies in emerging markets generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been and may continue
to be affected adversely by economic conditions in the countries with which they
trade.
The securities markets of emerging countries are substantially smaller,
less developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the United States and
other major markets. There also may be a lower level of monitoring and
regulation of emerging securities markets and the activities of investors in
such markets, and enforcement of existing regulations has been extremely
limited. The Fund may invest in former communist countries. There is a
possibility that these countries may revert to communism. In addition, brokerage
commissions, custodial services and other costs relating to investment in
foreign markets generally are more expensive than in the United States,
particularly with respect to emerging markets. Such markets have different
settlement and clearance procedures. In certain markets there have been times
when settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. The inability of
the
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Fund to make intended securities purchases due to settlement problems could
cause the Fund to forego attractive investment opportunities. Inability to
dispose of a portfolio security caused by settlement problems could result
either in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Fund's portfolio securities in such
markets may not be readily available. Section 22(e) of the 1940 Act permits a
registered investment company to suspend redemption of its shares for any period
during which an emergency exists, as determined by the SEC. Accordingly, when
the Fund believes that appropriate circumstances warrant, it will promptly apply
to the SEC for a determination that an emergency exists within the meaning of
Section 22(e) of the 1940 Act. During the period commencing from the Fund's
identification of such conditions until the date of SEC action, the portfolio
securities of the Fund in the affected markets will be valued at fair value as
determined in good faith by or under the direction of the Fund's Board of
Directors.
Risks Associated with Lower-Rated Debt Securities (Junk Bonds) -- Certain
of the Funds may invest in higher yielding debt securities in the lower rating
(higher risk) categories of the recognized rating services (commonly referred to
as "junk bonds"). Debt rated BB, B, CCC, CC and C by S&P and rated Ba, B, Caa,
Ca and C by Moody's, is regarded, on balance, as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. For S&P, BB indicates the lowest
degree of speculation and C the highest degree of speculation. For Moody's, Ba
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Similarly, debt rated Ba or BB and below is
regarded by the relevant rating agency as speculative. Debt rated C by Moody's
or S&P is the lowest quality debt that is not in default as to principal or
interest and such issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing. Such securities are
also generally considered to be subject to greater risk than higher quality
securities with regard to a deterioration of general economic conditions. As
noted above, the Global Aggressive Bond Fund may invest in debt securities rated
below C, which are in default as to principal and/or interest. Ratings of debt
securities represent the rating agency's opinion regarding their quality and are
not a guarantee of quality. Rating agencies attempt to evaluate the safety of
principal and interest payments and do not evaluate the risks of fluctuations in
market value. Also, rating agencies may fail to make timely changes in credit
quality in response to subsequent events, so that an issuer's current financial
condition may be better or worse than a rating indicates.
The market value of lower quality debt securities tend to reflect
individual developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not
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have available to them more traditional methods of financing. For example,
during an economic downturn or a sustained period of rising interest rates,
highly leveraged issuers of lower quality securities may experience financial
stress. During such periods, such issuers may not have sufficient revenues to
meet their interest payment obligations. The issuer's ability to service its
debt obligations may also be adversely affected by specific developments
affecting the issuer, such as the issuer's inability to meet specific projected
business forecasts or the unavailability of additional financing. Similarly,
certain emerging market governments that issue lower quality debt securities are
among the largest debtors to commercial banks, foreign governments and
supranational organizations such as the World Bank and may not be able or
willing to make principal and/or interest repayments as they come due. The risk
of loss due to default by the issuer is significantly greater for the holders of
lower quality securities because such securities are generally unsecured and are
often subordinated to other creditors of the issuer.
Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Fund. If an issuer exercises these provisions in a declining
interest rate market, the Fund may have to replace the security with a lower
yielding security, resulting in a decreased return for investors. In addition,
the Fund may have difficulty disposing of lower quality securities because there
may be a thin trading market for such securities. There may be no established
retail secondary market for many of these securities, and the Fund anticipates
that such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may make it more
difficult for the Fund to obtain accurate market quotations for purposes of
valuing the securities in the portfolio of the Fund.
Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may also decrease the values and liquidity of lower
quality securities, especially in a thinly traded market. The Global Aggressive
Bond Fund also may acquire lower quality debt securities during an initial
underwriting or may acquire lower quality debt securities which are sold without
registration under applicable securities laws. Such securities involve special
considerations and risks.
Factors having an adverse effect on the market value of lower rated
securities or their equivalents purchased by the Fund will adversely impact net
asset value of the Fund. See "Risk Factors" in the Statement of Additional
Information. In addition to the foregoing, such factors may include: (i)
potential adverse publicity; (ii) heightened sensitivity to general economic or
political conditions; and (iii) the likely adverse impact of a major economic
recession. The Fund also may incur additional expenses to the extent it is
required to seek recovery upon a default in the payment of principal or interest
on its portfolio holdings, and the Fund may have limited legal recourse in the
event of a default. Debt securities issued by governments in emerging markets
can differ from debt obligations issued by private entities in that remedies
from defaults generally must be pursued in the courts of the defaulting
government, and legal recourse is therefore somewhat diminished. Political
conditions, in terms of a government's willingness to meet the terms of its debt
obligations, also are of considerable significance. There can be no assurance
that the holders of commercial bank debt may not contest payments
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to the holders of debt securities issued by governments in emerging markets in
the event of default by the governments under commercial bank loan agreements.
The Investment Manager and, with respect to the Global Aggressive Bond
Fund, the Sub-Adviser and MFR, will attempt to minimize the speculative risks
associated with investments in lower quality securities through credit analyses
and by carefully monitoring current trends in interest rates, political
developments and other factors. Nonetheless, investors should carefully review
the investment objectives and policies of the Funds and consider their ability
to assume the investment risks involved before making an investment in the
Funds.
MANAGEMENT OF THE FUNDS
The management of the Funds' business and affairs is the responsibility of
the Board of Directors. Security Management Company (the "Investment Manager"),
700 Harrison Street, Topeka, Kansas, is responsible for selection and management
of the Funds' portfolio investments. The Investment Manager is a wholly-owned
subsidiary of Security Benefit Life Insurance Company, a mutual life insurance
company with over $15 billion of insurance in force. The Investment Manager also
acts as investment adviser to Security Equity, Growth and Income, and Ultra
Funds and SBL Fund. The Investment Manager currently manages approximately $2.6
billion in assets.
The Investment Manager has engaged Lexington Management Corporation (the
"Sub-Adviser"), Park 80 West Plaza Two, Saddle Brook, New Jersey 07663, to
provide certain investment advisory services to Global Aggressive Bond Fund. The
Sub-Adviser is a wholly-owned subsidiary of Lexington Global Asset Managers,
Inc., a Delaware corporation with offices at Park 80 West, Plaza Two, Saddle
Brook, New Jersey 07663. Descendants of Lunsford Richardson, Sr., their spouses,
trusts and other related entities have a majority voting control of the
outstanding shares of Lexington Global Asset Managers, Inc. The Sub-Adviser was
established in 1938 and currently manages over $3.8 billion in assets.
The Sub-Adviser has entered into a sub-advisory contract with MFR Advisors,
Inc., ("MFR"), One World Financial Center, 200 Liberty Street, New York, New
York 10281, under which MFR will provide the Global Aggressive Bond Fund with
investment and economic research services. MFR currently acts as Sub-Adviser to
the Lexington Ramirez Global Income Fund and also serves as an institutional
manager for private clients. MFR is a subsidiary of Maria Fiorini Ramirez, Inc.
("Ramirez"), which was established in August of 1992 to provide global economic
consulting, investment advisory and broker-dealer services. Ramirez is the
successor firm to Maria Ramirez Capital Consultants, Inc. ("MRCC"). MRCC was
formed in April 1990 as a subsidiary of John Hancock Freedom Securities
Corporation and offered in-depth economic consulting services to clients.
Subject to the supervision and direction of the Funds' Board of Directors,
the Investment Manager, and, with respect to Global Aggressive Bond Fund, the
Sub-Adviser and MFR, manage the Fund portfolios in accordance with each Fund's
stated investment objective and policies and make all investment decisions. The
Investment Manager has agreed that total annual expenses of the respective Funds
(including for any fiscal year, the management fee, but excluding interest,
taxes, brokerage commissions, extraordinary expenses and Class B distribution
fees) shall not for the Corporate Bond, Limited Maturity Bond, U.S. Government
and Global
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Aggressive Bond Funds exceed the level of expenses which the Funds are permitted
to bear under the most restrictive expense limitation imposed by any state in
which shares of the Fund are then qualified for sale and shall not for
Tax-Exempt and Cash Funds exceed one percent of each Fund's average net assets
for the year. The Investment Manager will contribute such funds to the Funds or
waive such portion of its compensation as may be necessary to insure that such
total annual expenses do not exceed any such limitation. As compensation for its
management services, the Investment Manager receives on an annual basis, .5
percent of the average daily net assets of Corporate Bond, Limited Maturity
Bond, U.S. Government, Tax-Exempt and Cash Funds and .75 percent of the average
daily net assets of Global Aggressive Bond Fund, computed on a daily basis and
payable monthly. As compensation for the services provided to the Global
Aggressive Bond Fund, the Investment Manager pays the Sub-Adviser, on an annual
basis, a fee equal to .35 percent of the average daily net assets of such Fund,
calculated daily and payable monthly. For the services provided by MFR, MFR
receives from the Sub-Adviser, on an annual basis, a fee equal to .15 percent of
the average daily net assets of the Global Aggressive Bond Fund, calculated
daily and payable monthly.
The Investment Manager also acts as the administrative agent for the Funds,
and as such performs administrative functions, and the bookkeeping, accounting
and pricing functions for the Funds. For this service the Investment Manager
receives on an annual basis, a fee of .09 percent of the average daily net
assets of Corporate Bond, Limited Maturity Bond, U.S. Government, and Tax-Exempt
Funds and .045 percent of the average daily net assets of Cash and Global
Aggressive Bond Funds, calculated daily and payable monthly. For the identified
administrative services the Investment Manager also receives, with respect to
the Global Aggressive Bond Fund, an annual fee equal to the greater of .10
percent of its average net assets or (i) $30,000 in the year ending April 29,
1996; (ii) $45,000 in the year ending April 29, 1997; and (iii) $60,000
thereafter. The Investment Manager also acts as the transfer agent and dividend
disbursing agent for the Funds. The Investment Manager has arranged for the
Sub-Adviser to provide certain administrative services to Global Aggressive Bond
Fund including performing certain accounting and pricing functions. The Funds'
expenses include fees paid to the Investment Manager as well as expenses of
brokerage commissions, interest, taxes, Class B distribution fees and
extraordinary expenses approved by the Board of Directors of the Funds.
For the year ended December 31, 1994, the total expenses, as a percentage
of average net assets, were 1.01 percent for Class A and 1.85 percent for Class
B shares of Corporate Bond Fund; 1.10 percent for Class A and 1.85 percent for
Class B shares of U.S. Government Fund; .82 percent for Class A and 2.00 percent
for Class B shares of Tax-Exempt Fund; and .96 percent for Cash Fund. For the
period January 17, 1995 (date of inception) to June 30, 1995 and the period June
1, 1995 (date of inception) to September 30, 1995, the total expenses were .53
percent for Class A shares and 1.33 percent for Class B shares of Limited
Maturity Bond Fund and 2.00 percent for Class A shares and 2.75 percent for
Class B shares of Global Aggressive Bond Fund, respectively.
Portfolio Management
Corporate Bond, Limited Maturity Bond, U.S. Government, Tax-Exempt and Cash
Funds will be managed by the Fixed Income Team of the
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Investment Manager consisting of John Cleland, Chief Investment Strategist, Jane
Tedder, Tom Swank, Steve Bowser, Barb Davison, Greg Hamilton and Elaine Miller.
Greg Hamilton, Second Vice President of the Investment Manager, has had
day-to-day responsibility for managing Corporate Bond, Limited Maturity Bond and
Tax-Exempt Funds since January 1996. Steve Bowser, Assistant Vice President and
Portfolio Manager of the Investment Manager, has had day-to-day responsibility
for managing U.S. Government Fund since 1995.
Mr. Hamilton has been in the investment field since 1983. He received his
Bachelor of Arts degree in Business from Washburn University in 1984. Prior to
joining Security Management Company in January of 1993, he was First Vice
President, Treasurer and Portfolio Manager with Mercantile National Bank, Los
Angeles, California, from 1990 to 1993. From 1986 to 1990, he was Managing
Director of Consulting Services for Sendero Corporation, Scottsdale, Arizona.
Prior to Sendero Corporation, he was employed as Fixed Income Research Analyst
at Peoples Heritage Savings and Loan from 1983 to 1986.
Mr. Bowser joined the Investment Manager in 1992. Prior to joining the
Investment Manager, he was Assistant Vice President and Portfolio Manager with
the Federal Home Loan Bank of Topeka from 1989 to 1992. He was employed at the
Federal Reserve Bank of Kansas City in 1988 and began his career with the Farm
Credit System from 1982 to 1987, serving as a Senior Financial Analyst and
Assistant Controller. He graduated with a Bachelor of Science degree from Kansas
State University in 1982.
Global Aggressive Bond Fund is managed by an investment management team of
the Sub-Adviser and MFR. Denis P. Jamison and Maria Fiorini Ramirez have been
the lead managers since the Fund's inception in June 1995.
Mr. Jamison, C.F.A., Senior Vice President, Director Fixed Income Strategy
of the Sub-Adviser, is responsible for fixed-income portfolio management. He is
a member of the New York Society of Security Analysts. Mr. Jamison has more than
20 years investment experience. Prior to joining the Sub-Adviser in 1981, Mr.
Jamison spent nine years at Arnold Bernhard & Company, an investment counseling
and financial services organization. At Bernhard, he was a Vice President
supervising the security analyst staff and managing investment portfolios. He is
a specialist in government, corporate and municipal bonds. Mr. Jamison is a
graduate of the City College of New York with a B.A. in Economics.
Maria Fiorini Ramirez, President and Chief Executive Officer of MFR, began
her career as a credit analyst with American Express International Banking
Corporation in 1968. In 1972, she moved to Banco Nazionale De Lavoro in New
York. The following year, she started a ten year association with Merrill Lynch,
serving as Vice President and Senior Money Market Economist. She joined Becker
Paribas in 1984 as Vice President and Senior Money Market Economist before
joining Drexel Burnham Lambert that same year as First Vice President and Money
Market Economist. She was promoted to Managing Director of Drexel in 1986. From
April 1990 to August 1992, Ms. Ramirez was the President and Chief Executive
Officer of Maria Ramirez Capital Consultants, Inc., a subsidiary of John Hancock
Freedom Securities Corporation. Ms. Ramirez established MFR in August 1992. She
is known in international financial, banking and economic circles for her
assessment of the interaction between global economic policy and political
trends and their effect on investments.
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Ms. Ramirez holds a B.A. in Business Administration/Economics from Pace
University.
HOW TO PURCHASE SHARES
As discussed below, shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds may be purchased with
either a front-end or contingent deferred sales charge. Shares of Cash Fund are
offered by the Fund without a sales charge. Each of the Funds reserves the right
to withdraw all or any part of the offering made by this prospectus and to
reject purchase orders.
As a convenience to investors and to save operating expenses, the Funds do
not issue certificates for Fund shares except upon written request by the
stockholder.
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond
and Tax-Exempt Funds
Security Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary
of the Investment Manager, is principal underwriter for Corporate Bond, Limited
Maturity Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt Funds.
Shares of these Funds may be purchased through authorized investment dealers. In
addition, banks and other financial institutions that have an agreement with the
Distributor may make shares of these Funds available to their customers. The
minimum initial purchase must be $100 and subsequent purchases must be $100
unless made through an Accumulation Plan which allows subsequent purchases of
$20.
Orders for the purchase of shares of Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond and Tax-Exempt Funds will be confirmed
at an offering price equal to the net asset value per share next determined
after receipt of the order in proper form by the Distributor (generally as of
the close of the Exchange on that day) plus the sales charge in the case of
Class A shares. Orders received by dealers or other firms prior to the close of
the Exchange and received by the Distributor prior to the close of its business
day will be confirmed at the offering price effective as of the close of the
Exchange on that day.
Orders for shares received by broker/dealers prior to that day's close of
trading on the New York Stock Exchange and transmitted to the Fund prior to its
close of business that day will receive the offering price equal to the net
asset value per share computed at the close of trading on the Exchange on the
same day plus, in the case of Class A shares, the sales charge. Orders received
by broker/dealers after that day's close of trading on the Exchange and
transmitted to the Fund prior to the close of business on the next business day
will receive the next business day's offering price.
Alternative Purchase Options
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive
Bond and Tax-Exempt Funds offer two classes of shares:
Class A Shares - Front-End Load Option. Class A shares are sold with a
sales charge at the time of purchase. Class A shares are not subject to a sales
charge when they are redeemed (except that shares sold in an amount of
$1,000,000 or more without a front-end sales charge will be subject to a
contingent deferred sales charge for one year.) See Appendix C on page 57 for a
discussion of possible reductions in the front-end sales charge.
Class B Shares - Back-End Load Option. Class B shares are sold without a
sales charge at the time of purchase, but are subject to a deferred sales charge
if they are redeemed within five years of
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the date of purchase. Class B shares will automatically convert tax-free to
Class A shares at the end of eight years after purchase.
The decision as to which class is more beneficial to an investor depends on
the amount and intended length of the investment. Investors who would rather pay
the entire cost of distribution at the time of investment, rather than spreading
such cost over time, might consider Class A shares. Other investors might
consider Class B shares, in which case 100 percent of the purchase price is
invested immediately, depending on the amount of the purchase and the intended
length of investment. The Funds will not normally accept any purchase of Class B
shares in the amount of $250,000 or more.
Dealers or others receive different levels of compensation depending on
which class of shares they sell.
Class A Shares
Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are offered at net asset value plus
an initial sales charge as follows:
Sales Charge
------------------------------------------------------
Amount of Applicable Percentage of Percentage
Purchase at Percentage Of Net Amount Reallowable
Offering Price Offering Price Invested to Dealers
- --------------------------------------------------------------------------------
Less than $50,000 4.75% 4.99% 4.00%
$50,000 but less than
$100,000 3.75% 3.90% 3.00%
$100,000 but less than
$250,000 2.75% 2.83% 2.20%
$250,000 but less than
$1,000,000 1.75% 1.78% 1.40%
$1,000,000 and over None None (See below)
- --------------------------------------------------------------------------------
Purchases of Class A shares of the Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond and Tax-Exempt Funds in amounts of
$1,000,000 or more are made at net asset value (without a sales charge), but are
subject to a contingent deferred sales charge of one percent in the event of
redemption within one year following purchase. For a discussion of the
contingent deferred sales charge, see "Calculation and Waiver of Contingent
Deferred Sales Charges" on page 37.
The Distributor will pay a commission to dealers on such purchases of
$1,000,000 or more as follows: 1.00 percent on sales up to $5,000,000, plus .50
percent on sales of $5,000,000 or more up to $10,000,000 and .10 percent on any
amount of $10,000,000 or more.
The Investment Manager may, at its expense, pay a service fee to dealers
who satisfy certain criteria established by the Investment Manager from time to
time relating to the volume of their sales of Class A shares of Tax-Exempt Fund
and certain other Security Funds during prior periods and certain other factors,
including providing certain services to their clients who are stockholders of
such Funds. Such services include assisting stockholders in changing account
options or enrolling in specific plans, and providing stockholders with
information regarding the Funds and related developments.
Currently, service fees are paid on the aggregate value of accounts opened
after July 31, 1990, in Security Tax-Exempt, Equity, Asset Allocation, Global,
Ultra and Growth and Income Funds at the following annual rates: .25 percent of
aggregate net asset value for amounts of $100,000 but less than $5 million and
.30 percent for amounts of $5,000,000 or more.
Security Income Fund's
Class A Distribution Plan
In addition to the sales charge deducted from Class A shares at the time of
purchase, each of Corporate Bond, Limited Maturity Bond, U.S. Government and
Global Aggressive Bond Funds is
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authorized, under a Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Class A Distribution Plan"), to use its
assets to finance certain activities relating to the distribution of its shares
to investors. This Plan permits payments to be made by these Funds to the
Distributor, to finance various activities relating to the distribution of their
Class A shares to investors, including, but not limited to, the payment of
compensation (including incentive compensation to securities dealers and other
financial institutions and organizations) to obtain various distribution-related
and/or administrative services for the Funds.
Under the Class A Distribution Plan, a monthly payment is made to the
Distributor in an amount computed at an annual rate of .25 percent of the
average daily net asset value of Corporate Bond, Limited Maturity Bond, U.S.
Government and Global Aggressive Bond Funds' Class A shares. The distribution
fee is charged to each Fund in proportion to the relative net assets of their
Class A shares. The distribution fees collected may be used by Corporate Bond,
Limited Maturity Bond, U.S. Government and Global Aggressive Bond Funds to
finance joint distribution activities, for example joint advertisements, and the
costs of such joint activities will be allocated among the Funds on a fair and
equitable basis, including on the basis of the relative net assets of their
Class A shares.
The Class A Distribution Plan authorizes payment by the Class A shares of
these Funds of the cost of preparing, printing and distributing prospectuses and
Statements of Additional Information to prospective investors and of
implementing and operating the Plan.
In addition, compensation to securities dealers and others is paid from
distribution fees at an annual rate of .25 percent of the average daily net
asset value of Class A shares sold by such dealers and remaining outstanding on
the Fund's books to obtain certain administrative services for the Funds' Class
A stockholders. The services include, among other things, processing new
stockholder account applications and serving as the primary source of
information to customers in answering questions concerning the Funds and their
transactions with the Funds. The Distributor is also authorized to engage in
advertising, the preparation and distribution of sales literature and other
promotional activities on behalf of Corporate Bond, Limited Maturity Bond, U.S.
Government and Global Aggressive Bond Funds. Other promotional activities which
may be financed pursuant to the Plan include (i) informational meetings
concerning these Funds for registered representatives interested in selling
shares of the Funds and (ii) bonuses or incentives offered to all or specified
dealers on the basis of sales of a specified minimum dollar amount of Class A
shares of these Funds by the registered representatives employed by such
dealer(s). The expenses associated with the foregoing activities will include
travel expenses, including lodging. Additional information may be obtained by
referring to the Funds' Statement of Additional Information.
Corporate Bond, Limited Maturity Bond, U.S. Government and Global
Aggressive Bond Funds' Class A Distribution Plan may be terminated at any time
by vote of the directors of Income Fund, who are not interested persons of the
Fund as defined in the 1940 Act or by vote of a majority of the outstanding
Class A shares. In the event the Class A Distribution Plan is terminated by the
Funds' Class A stockholders or the Board of Directors, the payments made to the
Distributor pursuant to the Plan up to that time would be retained by the
Distributor. Any expenses incurred by the Distributor in excess of those
payments would be absorbed by the Distributor.
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Class B Shares
Class B shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are offered at net asset value,
without an initial sales charge. With certain exceptions, these Funds may impose
a deferred sales charge on Class B shares redeemed within five years of the date
of purchase. No deferred sales charge is imposed on amounts redeemed thereafter.
If imposed, the deferred sales charge is deducted from the redemption proceeds
otherwise payable. The deferred sales charge is retained by the Distributor.
Whether a contingent deferred sales charge is imposed and the amount of the
charge will depend on the number of years since the stockholder made a purchase
payment from which an amount is being redeemed, according to the following
schedule:
Year Since Contingent Deferred
Purchase Was Made Sales Charge
----------------- -------------------
First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth and following 0%
Class B shares (except shares purchased through the reinvestment of
dividends and other distributions paid with respect to Class B shares) will
automatically convert on the eighth anniversary of the date such shares were
purchased to Class A shares which are subject to a lower distribution fee. This
automatic conversion of Class B shares will take place without imposition of a
front-end sales charge or exchange fee. (Conversion of Class B shares
represented by stock certificates will require the return of the stock
certificates to the Investment Manager.) All shares purchased through
reinvestment of dividends and other distributions paid with respect to Class B
shares ("reinvestment shares") will be considered to be held in a separate
subaccount. Each time any Class B shares (other than those held in the
subaccount) convert to Class A shares, a pro rata portion of the reinvestment
shares held in the subaccount will also convert to Class A shares. Class B
shares so converted will no longer be subject to the higher expenses borne by
Class B shares. Because the net asset value per share of the Class A shares may
be higher or lower than that of the Class B shares at the time of conversion,
although the dollar value will be the same, a stockholder may receive more or
less Class A shares than the number of Class B shares converted. Under current
law, it is the Funds' opinion that such a conversion will not constitute a
taxable event under federal income tax law. In the event that this ceases to be
the case, the Board of Directors will consider what action, if any, is
appropriate and in the best interests of the Class B stockholders.
Class B Distribution Plan
Each of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds bears some of the costs of selling its
Class B shares under a Distribution Plan adopted with respect to its Class B
shares ("Class B Distribution Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act"). Each Fund's Plan provides for payments at an
annual rate of 1.00 percent of the average daily net asset value of its Class B
shares. Amounts paid by the Funds are currently used to pay dealers and other
firms that make Class B shares available to their customers (1) a commission at
the time of purchase normally equal to 4.00 percent of the value of each share
sold and (2) a service fee payable for the first year, initially, and for each
year thereafter, quarterly, in an amount
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<PAGE>
equal to .25 percent annually of the average daily net asset value of Class B
shares sold by such dealers and other firms and remaining outstanding on the
books of the Funds.
NASD Rules limit the aggregate amount that each of the Funds may pay
annually in distribution costs for the sale of its Class B shares to 6.25
percent of gross sales of Class B shares since the inception of the Distribution
Plan, plus interest at the prime rate plus one percent on such amount (less any
contingent deferred sales charges paid by Class B stockholders to the
Distributor). The Distributor intends, but is not obligated, to continue to
apply or accrue distribution charges incurred in connection with the Class B
Distribution Plan which exceed current annual payments permitted to be received
by the Distributor from the Funds. The Distributor intends to seek full payment
of such charges from the Fund (together with annual interest thereon at the
prime rate plus one percent) at such time in the future as, and to the extent
that, payment thereof by the Funds would be within permitted limits.
Each Fund's Class B Distribution Plan may be terminated at any time by vote
of its directors who are not interested persons of the Fund as defined in the
1940 Act or by vote of a majority of the outstanding Class B shares. In the
event the Class B Distribution Plan is terminated by the Class B stockholders or
the Funds' Board of Directors, the payments made to the Distributor pursuant to
the Plan up to that time would be retained by the Distributor. Any expenses
incurred by the Distributor in excess of those payments would be absorbed by the
Distributor. The Funds make no payments in connection with the sale of their
Class B shares other than the distribution fee paid to the Distributor.
Calculation and Waiver of Contingent Deferred Sales Charges
Any contingent deferred sales charge imposed upon redemption of Class A
shares (purchased in an amount of $1,000,000 or more) and Class B shares is a
percentage of the lesser of (1) the net asset value of the shares redeemed or
(2) the net cost of such shares. No contingent deferred sales charge is imposed
upon redemption of amounts derived from (1) increases in the value above the net
cost of such shares due to increases in the net asset value per share of the
Fund; (2) shares acquired through reinvestment of income dividends and capital
gain distributions; or (3) Class A shares (purchased in an amount of $1,000,000
or more) held for more than one year or Class B shares held for more than five
years. Upon request for redemption, shares not subject to the contingent
deferred sales charge will be redeemed first. Thereafter, shares held the
longest will be the first to be redeemed.
The contingent deferred sales charge is waived: (1) following the death of
a stockholder if redemption is made within one year after death; (2) upon the
disability (as defined in Section 72(m)(7) of the Internal Revenue Code) of a
stockholder prior to age 65 if redemption is made within one year after the
disability, provided such disability occurred after the stockholder opened the
account; (3) in connection with required minimum distributions in the case of an
IRA, SAR-SEP or Keogh or any other retirement plan qualified under section
401(a), 401(k) or 403(b) of the Code; and (4) in the case of distributions from
retirement plans qualified under section 401(a) or 401(k) of the Internal
Revenue Code due to (i) returns of excess contributions to the plan, (ii)
retirement of a participant in the plan, (iii) a loan from the plan (repayment
of loans, however, will constitute new sales for purposes of assessing the
contingent deferred sales charge,
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<PAGE>
(iv) "financial hardship" of a participant in the plan, as that term is defined
in Treasury Regulation section 1.401(k)1(d)(2), as amended from time to time,
(v) termination of employment of a participant in the plan, (vi) any other
permissible withdrawal under the terms of the plan. The contingent deferred
sales charge will also be waived in the case of redemptions of Class B shares of
the Funds pursuant to a systematic withdrawal program. See "Systematic
Withdrawal Program," page 48 for details.
Arrangements with Broker-Dealers and Others
The Distributor, from time to time, will provide promotional incentives or
pay a bonus, including reallowance of up to the entire sales charge, to certain
dealers whose representatives have sold or are expected to sell significant
amounts of the Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds and/or certain other Funds managed by the
Investment Manager. Such promotional incentives will include payment for
attendance (including travel and lodging expenses) by qualifying registered
representatives (and members of their families) at sales seminars at luxury
resorts within or outside the United States. The Distributor may also provide
financial assistance to dealers in connection with advertising. No compensation
will be offered to the extent it is prohibited by the laws of any state or
self-regulatory agency, such as the National Association of Securities Dealers,
Inc. ("NASD"). A Dealer to whom substantially the entire sales charge on Class A
shares is reallowed may be deemed to be an "underwriter" under federal
securities laws.
The Distributor also may pay banks and other financial services firms that
facilitate transactions in shares of the Funds for their clients a transaction
fee up to the level of the payments made allowable to dealers for the sale of
such shares as described above. Banks currently are prohibited under the
Glass-Steagall Act from providing certain underwriting or distribution services.
If banking firms were prohibited from acting in any capacity or providing any of
the described services, the Funds' Board of Directors would consider what
action, if any, would be appropriate.
In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.
The Investment Manager or Distributor also may pay a marketing allowance to
dealers who meet certain eligibility criteria. This allowance is paid with
reference to new sales of shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds in a calendar year. To
be eligible for this allowance in any given year, the dealer must sell a minimum
of $2,000,000 of Class A and Class B shares during that year. The marketing
allowance ranges from .15 percent to .75 percent of aggregate new sales
depending upon the volume of shares sold. See the Funds' Statement of Additional
Information for more detailed information about the marketing allowance.
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<PAGE>
Cash Fund
Shares of Cash Fund are offered at net asset value next determined after an
order is accepted. There is no sales charge or load. The minimum initial
investment in Cash Fund is $100 for each account. Subsequent investments may be
made in any amount of $20 or more. Cash Fund purchases may be made in any of the
following ways:
1. By Mail
(a) A check or negotiable bank draft should be sent to:
Security Cash Fund
P.O. Box 2548
Topeka, Kansas 66601
(b) Make check or draft payable to "Security Cash Fund."
(c) For initial investment include a completed investment application
found on page 59 of this prospectus.
2. By Wire
(a) Call the Fund to advise of the investment. The Fund will supply an
account number at the time of the initial investment and provide
instructions for having your bank wire federal funds.
(b) Wire federal funds to:
Bank IV of Topeka
Security Distributors, Inc.
Topeka, Kansas 66603
Include investor's name and the Cash Fund account number.
(c) For initial investment, send a completed investment application to the
Fund at the above address.
3. Through Broker/Dealers
Investors may, if they wish, invest in Cash Fund by purchasing shares
through registered broker/dealers. Such broker/dealers who process orders on
behalf of their customers may charge a fee for their services. Investments made
directly without the assistance of a broker/dealer are without charge.
Since Cash Fund invests in money market securities which require immediate
payment in federal funds, monies received from the sales of its shares must be
monies held by a commercial bank and be on deposit at one of the Federal Reserve
Banks. A record date for each stockholder's investment is established each
business day and used to distribute the following day's dividend. If federal
funds are received prior to 2:00 p.m. (Central time) the investment will be made
on that day and the investor will receive the following day's dividend. Federal
funds received after 2:00 p.m. on any business day will not be invested until
the following business day. The Fund will not be responsible for any delays in
the wire transfer system. All checks are accepted subject to collection at full
face value in United States funds and must be drawn in United States dollars on
a United States bank.
The Investment Manager may, at its expense, pay a service fee to dealers
who satisfy certain criteria established by the Investment Manager from time to
time relating to the volume of their sales of Cash Fund during prior periods and
certain other factors, including providing certain services to their clients who
are stockholders of the Fund. Currently, service fees are paid on the aggregate
value of Cash Fund accounts opened after July 31, 1990, at the following annual
rate: .25 percent of aggregate net asset value for amounts of $1,000,000 or
more.
PURCHASES AT NET ASSET VALUE
Class A shares of Corporate Bond, Limited Maturity Bond Fund, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds may be purchased at net
asset value by (1) directors, officers and employees of the Funds, the Funds'
Investment Manager or Distributor; directors,
39
<PAGE>
officers and employees of Security Benefit Life Insurance Company and its
subsidiaries; agents licensed with Security Benefit Life Insurance Company;
spouses or minor children of any such agents; as well as the following relatives
of any such directors, officers and employees (and their spouses): spouses,
grandparents, parents, children, grandchildren, siblings, nieces and nephews;
(2) any trust, pension, profit sharing or other benefit plan established by any
of the foregoing corporations for persons described above; (3) retirement plans
where third party administrators of such plans have entered into certain
arrangements with the Distributor or its affiliates provided that no commission
is paid to dealers; and (4) officers, directors, partners or registered
representatives (and their spouses and minor children) of broker/dealers who
have a selling agreement with the Distributor. Such sales are made upon the
written assurance of the purchaser that the purchase is made for investment
purposes and that the securities will not be transferred or resold except
through redemption or repurchase by or on behalf of the Funds.
Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds may also be purchased at net asset
value when the purchase is made on the recommendation of (i) a registered
investment adviser, trustee or financial intermediary who has authority to make
investment decisions on behalf of the investor; or (ii) a certified financial
planner or registered broker-dealer who either charges periodic fees to its
customers for financial planning, investment advisory or asset management
services, or provides such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" is imposed. The
Distributor must be notified when a purchase is made that qualifies under this
provision.
TRADING PRACTICES AND BROKERAGE
The portfolio turnover rate for the Corporate Bond, U.S. Government and
Tax-Exempt Funds, respectively, for the fiscal year ended December 31, 1994, was
as follows: Corporate Bond, Class A-204 percent, Class B-204 percent; U.S.
Government, Class A-220 percent, Class B-220 percent; and Tax-Exempt, Class A-88
percent, Class B-88 percent. The annualized portfolio turnover rate for the
Limited Maturity Bond Fund for the period January 17, 1995 (date of inception)
to June 30, 1995 and the Global Aggressive Bond Fund for the period June 1, 1995
(date of inception) to September 30, 1995, was as follows: Limited Maturity
Bond, Class A-4 percent, Class B-4 percent; and Global Aggressive Bond, Class
A-58 percent, Class B-58 percent. The Corporate Bond and Limited Maturity Bond
Funds' portfolio turnover rate generally is expected to be less than 100
percent, and that of the U.S. Government and Global Aggressive Bond Funds may
exceed 100 percent, but is not expected to do so. Higher portfolio turnover
subjects a fund to increased brokerage costs and may, in some cases, have
adverse tax effects on a fund or its stockholders.
Cash Fund is expected to have a high portfolio turnover rate due to the
short maturities of its portfolio securities; this should not, however, affect
the Fund's income or net asset value since brokerage commissions are not
normally paid in connection with the purchase or sale of money market
instruments.
Transactions in portfolio securities are effected in the manner deemed to
be in the best interests of each Fund. In selecting a broker or dealer to
execute a specific transaction, all relevant factors will be considered.
Portfolio
40
<PAGE>
transactions may be directed to brokers who furnish investment information or
research services to the Investment Manager or who sell shares of the Funds. The
Investment Manager may, consistent with the NASD Rules of Fair Practice,
consider sales of shares of the Fund in the selection of a broker.
Securities held by the Funds may also be held by other investment advisory
clients of the Investment Manager, including other investment companies, and by
the Investment Manager's parent company, Security Benefit Life Insurance Company
("SBL"). Purchases or sales of the same security occurring on the same day
(which may include orders from SBL) may be aggregated and executed as a single
transaction subject to the Investment Manager's obligation to seek best
execution. Aggregated purchases or sales are generally effected at an average
price and on a pro rata basis (transaction costs will also be shared on a pro
rata basis) in proportion to the amounts desired to be purchased or sold. See
the Funds' Statement of Additional Information for a more detailed description
of aggregated transactions.
HOW TO REDEEM SHARES
A stockholder may redeem shares at the net asset value next determined
after the time when such shares are tendered for redemption.
Shares will be redeemed on request of the stockholder in proper order to
the Funds' Investment Manager, Security Management Company, which serves as the
Funds' transfer agent. A request is made in proper order by submitting the
following items to the Investment Manager: (1) a written request for redemption
signed by all registered owners exactly as the account is registered, including
fiduciary titles, if any, and specifying the account number and the dollar
amount or number of shares to be redeemed; (2) a guarantee of all signatures on
the written request or on the share certificate or accompanying stock power; (3)
any share certificates issued for any of the shares to be redeemed; and (4) any
additional documents which may be required by the Investment Manager for
redemption by corporations or other organizations, executors, administrators,
trustees, custodians or the like. Transfers of shares are subject to the same
requirements. The signature guarantee must be provided by an eligible guarantor
institution, such as a bank, broker, credit union, national securities exchange
or savings association. A signature guarantee is not required for redemptions of
$10,000 or less, requested by and payable to all stockholders of record for an
account, to be sent to the address of record. The Investment Manager reserves
the right to reject any signature guarantee pursuant to its written procedures
which may be revised in the future. To avoid delay in redemption or transfer,
stockholders having questions should contact the Investment Manager by calling
1-800-888-2461, extension 3127.
The redemption price will be the net asset value of the shares next
computed after the redemption request in proper order is received by the
Investment Manager. In addition, stockholders of Cash Fund will receive any
undistributed dividends, including any dividend declared on the day of the
redemption. Payment of the amount due on redemption, less any applicable
deferred sales charge, will be made by check, or by wire at the sole discretion
of the Investment Manager, within seven days after receipt of the redemption
request in proper order. If a wire transfer is requested, the Investment Manager
must be provided with the name and address of the stockholder's bank as well as
the account number to which payment is to be wired. Checks will be mailed to the
stockholder's registered address (or as otherwise directed). Remittance by wire
(to a
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commercial bank account in the same name(s) as the shares are registered), by
certified or cashier's check, or by express mail, if requested, will be at a
charge of $15, which will be deducted from the redemption proceeds.
Cash Fund offers redemption by check and Corporate Bond, Limited Maturity
Bond, U.S. Government and Tax-Exempt Funds offer redemption by check on Class A
shares only. Global Aggressive Bond Fund does not offer checkwriting privileges.
If blank checks are requested on the Checking Privilege Request Form, the Fund
will make a supply available. Such checks for Corporate Bond, Limited Maturity
Bond, U.S. Government and Tax-Exempt Funds may be drawn payable to the order of
any payee (not to cash) in any amount of $250 or more, if the account value is
$1,000 or more. Such checks for Cash Fund may be drawn in any amount of $100 or
more. When a check is presented to the Fund for payment, it will redeem
sufficient full and fractional shares to cover the check. Such shares will be
redeemed at the price next calculated following receipt of any check which does
not exceed the value of the account. The price of Fund shares fluctuates from
day-to-day and the price at the time of redemption, by check or otherwise, may
be less than the amount invested. Redemption by check is not available if any
shares are held in certificate form or if shares being redeemed have not been on
the Fund's books for at least 15 days. The availability of checkwriting
privileges may encourage multiple redemptions on an account. Whenever multiple
redemptions occur, the difficulty of monitoring the shareholder's cost basis in
his or her investment increases.
In addition to the foregoing redemption procedures, the Funds repurchase
shares from broker/dealers at the price determined as of the close of business
on the day such offer is confirmed. Dealers may charge a commission on the
repurchase of shares.
At various times, requests may be made to redeem shares for which good
payment has not yet been received. Accordingly, payment of redemption proceeds
may be delayed until such time as good payment has been collected for the
purchase of the shares in question, which may take up to 15 days from the
purchase date.
Requests may also be made to redeem shares in an account for which the
stockholder's tax identification number has not been provided. To the extent
permitted by law, the redemption proceeds from such an account will be reduced
by $50 to reimburse for the penalty imposed by the Internal Revenue Service for
failure to report the tax identification number.
Telephone Redemptions
Stockholders may redeem uncertificated shares in amounts up to $10,000 by
telephone request, provided that the stockholder has completed the Telephone
Redemption section of the application or a Telephone Redemption form which may
be obtained from the Investment Manager. The proceeds of a telephone redemption
will be sent to the stockholder at his or her address as set forth in the
application or in a subsequent written authorization with a signature guarantee.
Once authorization has been received by the Investment Manager, a stockholder
may redeem shares by calling the Funds at (800) 888-2461, extension 3127, on
weekdays (except holidays) between the hours of 7:00 a.m. and 6:00 p.m. Central
time. Redemption requests received by telephone after the close of the New York
Stock Exchange (normally 3 p.m. Central time) will be treated as if received on
the next business day. A stockholder who authorizes telephone redemptions
authorizes the Investment Manager to act upon the instructions of any
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person identifying themselves as the owner of an account or the owner's broker.
The Investment Manager has established procedures to confirm that instructions
communicated by telephone are genuine and will be liable for any losses due to
fraudulent or unauthorized instructions if it fails to comply with its
procedures. The Investment Manager's procedures require that any person
requesting a telephone redemption provide the account registration and number
and the owner's tax identification number, and such instructions must be
received on a recorded line. Neither the Fund, the Investment Manager, nor the
Distributor shall be liable for any loss, liability, cost or expense arising out
of any redemption request, provided the Investment Manager complied with its
procedures. Thus, a stockholder who authorizes telephone redemptions may bear
the risk of loss from a fraudulent or unauthorized request. The telephone
redemption privilege may be changed or discontinued at any time by the
Investment Manager or the Funds.
During periods of severe market or economic conditions, telephone
redemptions may be difficult to implement and stockholders should make
redemptions by mail as described in "How to Redeem Shares" on page 41.
DIVIDENDS AND TAXES
It is the policy of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds to pay dividends from net investment
income monthly and to distribute realized capital gains (if any) in excess of
any capital losses and capital loss carryovers, at least once a year. Because
Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds bear most of the costs of distribution of
such shares through payment of a front-end sales charge, while Class B shares of
these Funds bear such costs through a higher distribution fee, expenses
attributable to Class B shares, generally, will be higher and as a result,
income distributions paid by these Funds with respect to Class B shares
generally will be lower than those paid with respect to Class A shares. Any such
dividend payment or capital gains distribution will result in a decrease of the
net asset value of the shares in an amount equal to the payment or distribution.
All dividends and distributions are automatically reinvested on the payable date
in shares of the Funds at net asset value as of the record date (reduced by an
amount equal to the amount of the dividend or distribution) unless the
Investment Manager is previously notified in writing by the stockholder that
such dividends or distributions are to be received in cash. A stockholder may
also request that such dividends or distributions be directly deposited to the
stockholder's bank account. Dividends or distributions paid with respect to
Class A shares and received in cash may, within 30 days of the payment date, be
reinvested without a sales charge.
Each of Corporate Bond, Limited Maturity Bond, U.S. Government and Global
Aggressive Bond Funds (series of Income Fund), is to be treated separately in
determining the amounts of income and capital gains distributions. For this
purpose, each series will reflect only the income and gains, net of losses, of
that series.
Certain requirements relating to the qualification of a Fund as a regulated
investment company may limit the extent to which a Fund will be able to engage
in certain investment practices, including transactions in options, futures
contracts, forwards, swaps and other types of derivative securities
transactions. In addition, if a Fund were unable to dispose of portfolio
securities due to settlement problems relating to foreign investments or due to
the holding of
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illiquid securities, the Fund's ability to qualify as a regulated investment
company might be affected.
Cash Fund's policy is to declare daily dividends of all of its net income
each day the Fund is open for business, increased or decreased by any realized
capital gains or losses. Such dividends are automatically credited to
stockholder accounts. Unless stockholders elect to receive cash, they will
receive such dividends in additional shares on the last business day of each
month at the net asset value on that date. If cash payment of dividends is
desired, investors may so indicate in the appropriate section of the Cash Fund
application and checks will be mailed within five business days after the
beginning of the month. Confirmation of Cash Fund dividends will be sent
quarterly, and confirmations of purchases and redemptions will be sent monthly.
The amount of dividends may fluctuate from day to day. If on any day net
realized or unrealized losses on portfolio securities exceed Cash Fund's income
for that day and results in a decline of net asset value per share below $1.00,
the dividend for that day will be omitted until the net asset value per share
subsequently returns to $1.00 per share.
The Funds will not pay dividends or distributions of less than $25 in cash
but will automatically reinvest them.
Each of the Funds intends to qualify as a "regulated investment company"
under the Internal Revenue Code. Such qualification generally removes the
liability for federal income taxes from the Fund, and makes federal income tax
upon income and capital gains generated by a Fund's investments, the sole
responsibility of its stockholders provided the Fund continues to so qualify and
distributes all of its net investment income and net realized capital gain to
its stockholders. Furthermore, the Funds generally will not be subject to excise
taxes imposed on certain regulated investment companies provided that each Fund
distributes 98 percent of its ordinary income and 98 percent of its net capital
gain income each year.
Tax-Exempt Fund intends to qualify to pay "exempt interest dividends" to
its stockholders. Tax-Exempt Fund will be so qualified if, at the close of each
quarter of its taxable year, at least 50 percent of the value of its total
assets consists of securities on which the interest payments are exempt from
federal tax. To the extent that Tax-Exempt Fund's dividends distributed to
stockholders are derived from earnings on interest income exempt from federal
tax and are designated as "exempt-interest dividends" by the Fund, they will be
excludable from a stockholder's gross income for federal income tax purposes.
The Fund will inform stockholders annually as to the portion of that year's
distributions from the Fund which constituted "exempt-interest dividends."
To the extent that Tax-Exempt Fund's dividends are derived from interest on
its temporary taxable investments or from an excess of net short-term capital
gain over net long-term capital loss, they are considered taxable ordinary
income for federal income tax purposes. Such dividends do not qualify for the
dividends-received deduction for corporations. Distributions by Tax-Exempt Fund,
if any, of net long-term capital gains in excess of net short-term capital
losses from the sale of securities are taxable to stockholders as long-term
capital gain regardless of the length of time the stockholder has owned Fund
shares. Furthermore, a loss realized by a stockholder on the redemption, sale or
exchange of shares of Tax-Exempt Fund with respect to which exempt-interest
dividends have been paid will be disallowed to the extent of the amount of such
exempt-interest dividends if such shares
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have been held by the stockholder for six months or less.
Distributions of net investment income and realized net short-term capital
gain by Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Cash Funds are taxable to stockholders as ordinary income
whether received in cash or reinvested in additional shares. Distributions
(designated by Corporate Bond, Limited Maturity Bond, U.S. Government and Global
Aggressive Bond Funds as "capital gain dividends") of the excess, if any, of net
long-term capital gains over net short-term capital losses are taxable to
stockholders as long-term capital gain regardless of how long a stockholder has
held the Fund's shares and regardless of whether received in cash or reinvested
in additional shares. Since Cash Fund normally will not invest in securities
having a maturity of more than one year, it should not realize any long-term
capital gains or losses.
At December 31, 1994, Corporate Bond, U.S. Government and Tax-Exempt Funds,
respectively, had accumulated net realized losses on sales of investments in the
following amounts: $13,842,177, $1,184,124 and $1,836,112.
Certain dividends declared in October, November or December of a calendar
year are taxable to stockholders as though received on December 31 of that year
if paid to stockholders during January of the following calendar year.
Advice as to each year's taxable dividends and distributions, if
applicable, will be mailed on or before January 31 of the following year.
Stockholders should consult their tax adviser to determine the effect of
federal, state and local tax consequences to them from an investment in the
Funds.
The Funds are required by law to withhold 31 percent of taxable dividends
and distributions (including redemption proceeds) to stockholders who do not
furnish their correct taxpayer identification numbers, or are otherwise subject
to the backup withholding provisions of the Internal Revenue Code.
Foreign Taxes
Investment income and gains received from sources within foreign countries
may be subject to foreign income and other taxes. In this regard, withholding
tax rates in countries with which the United States does not have a tax treaty
are often as high as 30 percent or more. The United States has entered into tax
treaties with many foreign countries which entitle certain investors to a
reduced tax rate (generally ten to fifteen percent) or to exemptions from tax.
If applicable, the Funds will operate so as to qualify for such reduced tax
rates or tax exemptions whenever possible. While stockholders of the Funds will
indirectly bear the cost of any foreign tax withholding, they will not be able
to claim foreign tax credit or deduction for taxes paid by the Funds.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of each Fund is determined as of the close of
regular trading hours on the New York Stock Exchange (normally 3 p.m. Central
time) on each day that the Exchange is open for trading. The determination is
made by dividing the value of the portfolio securities of each Fund plus any
cash or other assets, less all liabilities, by the number of shares outstanding
of the Fund.
Securities which are listed or traded on a national securities exchange are
valued at the last sale price. If there are no sales on a particular day, then
the securities are valued at the last bid price. All other securities for which
market quotations are readily available are valued on the basis of the last
current bid price. If there is no bid price or if the bid price is deemed to be
unsatisfactory by the
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Board of Directors or by the Investment Manager, then the securities are valued
in good faith by such method as the Board of Directors determines will reflect
the fair market value.
Valuations of Tax-Exempt Fund's municipal securities are supplied by a
pricing service approved by the Board of Directors. Valuations furnished by the
pricing service are based upon appraisals from recognized municipal securities
dealers derived from information concerning market transactions and quotations.
Securities for which market quotations are not readily available (which are
expected to constitute the majority of Tax-Exempt Fund's portfolio securities)
are valued by the pricing service considering such factors as yields or prices
of municipal bonds of comparable quality, type of issue, coupon, maturity and
rating, indications as to value from dealers, and general market conditions. The
Fund's officers, under the general supervision of its Board of Directors, will
regularly review procedures used by, and valuations provided by, the pricing
service.
U.S. Government Fund values U.S. Government securities at market value, if
available. If market quotations are not available, the Fund will value
securities, other than securities with 60 days or less to maturity as discussed
below, at fair prices based on market quotations for securities of similar type,
yield, quality and duration.
The securities held by Cash Fund are valued on the basis of the amortized
cost valuation technique which does not take into account unrealized gains or
losses. The amortized cost valuation technique involves valuing an instrument at
its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument. A similar procedure may be used for valuing
securities held by the U.S. Government and Tax-Exempt Funds having 60 days or
less remaining to maturity, with the value of the security on the 61st day being
used rather than cost.
Because the expenses of distribution are borne by Class A shares of
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond
and Tax-Exempt Funds through a front-end sales charge and by Class B shares of
such Funds through an ongoing distribution fee, the expenses attributable to
each class of shares will differ, resulting in different net asset values. The
net asset value of Class B shares will generally be lower than the net asset
value of Class A shares as a result of the distribution fee charged to Class B
shares. It is expected, however, that the net asset value per share will tend to
converge immediately after the payment of dividends which will differ in amount
for Class A and B shares by approximately the amount of the different
distribution expenses attributable to Class A and B shares.
PERFORMANCE
The Funds may, from time to time, include performance data in
advertisements or reports to stockholders or prospective investors. Such
performance data may include quotations of "yield" for each of the Funds,
"effective yield" for Cash Fund, "taxable-equivalent yield" for Tax-Exempt Fund
and "average annual total return" and "aggregate total return" for Corporate
Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond and
Tax-Exempt Funds.
For Cash Fund, yield is calculated by measuring the income generated by a
hypothetical investment in the Fund over a seven-day period. This income is then
annualized by assuming that the amount of income generated over the seven-day
period is generated each week
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over a 52-week period and is shown as a percentage of the investment.
Cash Fund's effective yield will be calculated similarly but, when
annualized, income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.
With respect to Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds, yield is based on the investment
income per share earned during a particular 30-day period (including dividends
and interest), less expenses accrued during the period ("net investment
income"), and will be computed by dividing net investment income per share by
the maximum public offering price per share on the last day of the period.
Tax-Exempt Fund's taxable-equivalent yield begins with that portion of the
Fund's yield which is tax-exempt (determined using the same general formula used
to calculate yield), which is then adjusted by an amount necessary to give the
taxable yield equivalent to the tax-exempt yield at a stated income tax rate,
and added to that portion of the Fund's yield, if any, which is not tax-exempt.
Average annual total return will be expressed in terms of the average
annual compounded rate of return of a hypothetical investment in Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond or Tax-Exempt
Fund over periods of one, five and ten years (up to the life of the Fund). Such
average annual total return figures will reflect the deduction of the maximum
sales charge and a proportional share of Fund expenses on an annual basis, and
will assume that all dividends and distributions are reinvested when paid.
Aggregate total return will be calculated for any specified period by
assuming a hypothetical investment in Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond or Tax-Exempt Fund on the date of the
commencement of the period and assuming that all dividends and distributions are
reinvested when paid. The net increase or decrease in the value of the
investment over the period will be divided by its beginning value to arrive at
aggregate total return.
In addition, total return may also be calculated for several consecutive
one-year periods, expressing the total return as a percentage increase or
decrease in the value of the investment for each year relative to the ending
value for the previous year. Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds may from time to time
quote total return that does not reflect deduction of any applicable sales
charge, which charges, if reflected, would reduce the total return quoted.
Quotations of performance reflect only the performance of a hypothetical
investment in a Fund during the particular time period on which the calculations
are based. Such quotations for the Funds will vary based on changes in market
conditions and the level of the Fund's expenses, and no reported performance
figure should be considered an indication of performance which may be expected
in the future.
In connection with communicating performance to current or prospective
stockholders, the Funds also may compare these figures to the performance of
other mutual funds tracked by mutual fund rating services or other unmanaged
indexes which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs and expenses. Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt
Funds will include performance
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data for both Class A and Class B shares of the Funds in any advertisement or
report including performance data of the Fund.
For a more detailed description of the methods used to calculate
performance, see the Funds' Statement of Additional Information.
STOCKHOLDER SERVICES
Accumulation Plan
An investor in Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond or Tax-Exempt Fund may choose to begin a voluntary
Accumulation Plan. This allows for an initial investment of $100 minimum and
subsequent investments of $20 minimum at any time. An Accumulation Plan involves
no obligation to make periodic investments and is terminable at will.
Payments are made by sending a check to the Distributor who (acting as an
agent for the dealer) will purchase whole and fractional Fund shares as of the
close of business on such day as the payment is received. The investor will
receive a confirmation and statement after each investment. Investors may choose
to use "Secur-O-Matic" (automatic bank draft) to make their Fund purchases.
There is no additional charge for choosing to use Secur-O-Matic. An application
may be obtained by writing Security Distributors, Inc., 700 SW Harrison Street,
Topeka, Kansas 66636-0001 or by calling (913) 295-3127 or (800) 888-2461,
extension 3127.
Systematic Withdrawal Program
Stockholders who wish to receive regular payments of $25 or more may
establish a Systematic Withdrawal Program. Liquidation in this manner will only
be allowed if shares with a current offering price of $5,000 or more are
deposited with the Investment Manager, which will act as agent for the
stockholder under the program. Payments are available on a monthly, quarterly,
semiannual or annual basis. Shares are liquidated at net asset value. The
stockholder will receive a confirmation following each transaction. The program
may be terminated on written notice, or it will terminate automatically if all
shares are liquidated or withdrawn from the account.
A stockholder may establish a Systematic Withdrawal Program with respect to
Class B shares without the imposition of any applicable contingent deferred
sales charge, provided that such withdrawals do not in any 12-month period,
beginning on the date the Program is established, exceed 10 percent of the value
of the account on that date ("Free Systematic Withdrawals"). Free Systematic
Withdrawals are not available if a Program established with respect to Class B
shares provides for withdrawals in excess of 10 percent of the value of the
account in any Program year and, as a result, all withdrawals under such a
Program would be subject to any applicable contingent deferred sales charge.
Free Systematic Withdrawals will be made first by redeeming those shares that
are not subject to the contingent deferred sales charge and then by redeeming
shares held the longest. The contingent deferred sales charge applicable to a
redemption of Class B shares requested while Free Systematic Withdrawals are
being made will be calculated as described under "Calculation and Waiver of
Contingent Deferred Sales Charges," page 37. A Systematic Withdrawal form may be
obtained from the Funds.
Exchange Privilege
Stockholders who own shares of the Funds may exchange those shares for
shares of another of the Funds, Security Growth and Income, Equity, Global,
Asset Allocation or Ultra Funds.
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Exchanges may be made only in those states where shares of the fund into which
an exchange is to be made are qualified for sale. No service fee is presently
imposed on such an exchange. Class A and Class B shares of the Funds may be
exchanged for Class A and Class B shares, respectively, of another fund or for
shares of Cash Fund, which offers a single class of shares. Any applicable
contingent deferred sales charge will be calculated from the date of the initial
purchase without regard to the time shares were held in Cash Fund.
For tax purposes, an exchange is a sale of shares which may result in a
taxable gain or loss. Special rules may apply to determine the amount of gain or
loss on an exchange occurring within ninety days after the exchanged shares were
acquired.
Exchanges of Class A shares from Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond and Tax-Exempt Funds are made at net
asset value without a front-end sales charge if (1) the shares have been owned
for not less than 90 consecutive days prior to the exchange, (2) the shares were
acquired pursuant to a prior exchange from a Security Fund which assessed a
sales charge on the original purchase, or (3) the shares were acquired as a
result of the reinvestment of dividends or capital gains distributions.
Exchanges of Class A shares from Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds, other than those
described above, are made at net asset value plus the sales charge described in
the prospectus of the other Security Fund being acquired, less the sales charge
paid on the shares of these Funds at the time of original purchase.
Because Cash Fund does not impose a sales charge or commission in
connection with sales of its shares, any exchange of Cash Fund shares acquired
through direct purchase or reinvestment of dividends will be based on the
respective net asset values of the shares involved and a sales charge will be
imposed equal to the sales charge that would be charged such stockholder if he
or she were purchasing for cash.
Stockholders should contact the Fund before requesting an exchange in order
to ascertain whether any sales charges are applicable to the shares to be
exchanged. In effecting the exchanges of Fund shares, the Investment Manager
will first cause to be exchanged those shares which would not be subject to any
sales charges.
Exchanges are made upon receipt of a properly completed Exchange
Authorization form. This privilege may be changed or discontinued at any time at
the discretion of the management of the Funds upon 60 days' notice to
stockholders. A current prospectus of the fund into which an exchange is made
will be given to each stockholder exercising this privilege.
Exchange by Telephone
To exchange shares by telephone, a stockholder must hold shares in
non-certificate form and must either have completed the Telephone Exchange
section of the application or a Telephone Transfer Authorization form which may
be obtained from the Investment Manager. Once authorization has been received by
the Investment Manager, a stockholder may exchange shares by telephone by
calling the Funds at (800) 888-2461, extension 3127, on weekdays (except
holidays) between the hours of 7:00 a.m. and 6:00 p.m. Central time. Exchange
requests received by telephone after the close of the New York Stock Exchange
(normally 3 p.m. Central time) will be treated as if received on the next
business day.
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A stockholder who authorizes telephone exchanges authorizes the Investment
Manager to act upon the instructions of any person by telephone to exchange
shares between any identically registered accounts with the Funds listed above.
The Investment Manager has established procedures to confirm that instructions
communicated by telephone are genuine and will be liable for any losses due to
fraudulent or unauthorized instructions if it fails to comply with its
procedures. The Investment Manager's procedures require that any person
requesting an exchange by telephone provide the account registration and number
and the owner's tax identification number and such instructions must be received
on a recorded line. Neither the Fund, the Investment Manager nor the Distributor
will be liable for any loss, liability, cost or expense arising out of any
request, including any fraudulent request, provided the Investment Manager
complied with its procedures. Thus, a stockholder who authorizes telephone
exchanges may bear the risk of loss from a fraudulent or unauthorized request.
In periods of severe market or economic conditions, the telephone exchange
of shares may be difficult to implement and stockholders should make exchanges
by writing to Security Distributors, Inc., 700 Harrison Street, Topeka, Kansas
66636-0001. The telephone exchange privilege may be changed or discontinued at
any time at the discretion of the management of the Funds.
Retirement Plans
The Funds have available tax-qualified retirement plans for individuals,
prototype plans for the self-employed, pension and profit sharing plans for
corporations and custodial accounts for employees of public school systems and
organizations meeting the requirements of Section 501(c)(3) of the Internal
Revenue Code. Further information concerning these plans is contained in the
Funds' Statement of Additional Information.
GENERAL INFORMATION
Organization
The Articles of Incorporation of Income and Tax-Exempt Funds provide for
the issuance of an indefinite number of shares of capital stock in one or more
classes or series, and the Articles of Incorporation of Cash Fund provide for
the issuance of an indefinite number of shares of capital stock in one or more
series.
Income Fund has authorized capital stock of $1.00 par value. Its shares are
currently issued in four series, Corporate Bond Fund, Limited Maturity Bond
Fund, Global Aggressive Bond Fund, and U.S. Government Fund. The shares of each
series represent a pro rata beneficial interest in that series' net assets and
in the earnings and profits or losses derived from the investment of such
assets.
Tax-Exempt and Cash Funds have authorized capital stock of $0.10 par value
per share.
Each of the Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds currently issues two classes of shares
which participate proportionately based on their relative net asset values in
dividends and distributions and have equal voting, liquidation and other rights
except that (i) expenses related to the distribution of each class of shares or
other expenses that the Board of Directors may designate as class expenses from
time to time, are borne solely by each class; (ii) each class of shares has
exclusive voting rights with respect to any Distribution Plan adopted for that
class; (iii) each class has different exchange privileges; and (iv) each class
has a different designation.
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When issued and paid for, each Fund's shares will be fully paid and
nonassessable by the Funds. Shares may be exchanged as described above under
"Exchange Privilege," but will have no other preference, conversion, exchange or
preemptive rights. Shares are transferable, redeemable and assignable and have
cumulative voting privileges for the election of directors.
On certain matters, such as the election of directors, all shares of each
series of Income Fund vote together, with each share having one vote. On other
matters affecting a particular series, such as the Investment Advisory Contract
or the fundamental investment policies, only shares of that series are entitled
to vote, and a majority vote of the shares of that series is required for
approval of the proposal.
The Funds do not generally hold annual meetings of stockholders and will do
so only when required by law. Stockholders may remove directors from office by
votes cast in person or by proxy at a meeting of stockholders. Such a meeting
will be called at the written request of the holders of 10 percent of a Fund's
outstanding shares.
Although each Fund offers only its own shares, it is possible one Fund
might become liable for any misstatement, inaccuracy or incomplete disclosure in
this prospectus relating to another of the Funds. The Board of Directors of the
Funds has considered this risk and has approved the use of a combined
prospectus.
Stockholder Inquiries
Stockholders who have questions concerning their account or wish to obtain
additional information may write to the Security Funds at 700 SW Harrison
Street, Topeka, Kansas 66636-0001, or call (913) 295-3127 or 1-800-888-2461,
extension 3127.
51
<PAGE>
SECURITY FUNDS
PROSPECTUS APPENDIX A
================================================================================
APPENDIX A
DESCRIPTION OF SHORT-TERM INSTRUMENTS
The types of instruments that will form the major part of Cash Fund's
investments are described below:
U.S. Government Securities. Federal agency securities are debt obligations
which principally result from lending programs of the U.S. Government. Housing
and agriculture have traditionally been the principal beneficiaries of federal
credit programs, and agencies involved in providing credit to agriculture and
housing account for the bulk of the outstanding agency securities.
Some U.S. Government securities, such as Treasury bills and bonds, are
supported by the full faith and credit of the U.S. Treasury; others are
supported by the right of the issuer to borrow from the Treasury; others, such
as those of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality.
U.S. Treasury bills are issued with maturities of any period up to one
year. Three-month bills are currently offered by the Treasury on a 13-week cycle
and are auctioned each week by the Treasury. Bills are issued in bearer form
only and are sold only on a discount basis, and the difference between the
purchase price and the maturity value (or the resale price if they are sold
before maturity) constitutes the interest income for the investor.
Certificates of Deposit. A certificate of deposit is a negotiable receipt
issued by a bank or savings and loan association in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited plus interest to the bearer
of the receipt on the date specified on the certificate.
Commercial Paper. Commercial paper is generally defined as unsecured
short-term notes issued in bearer form by large well-known corporations and
finance companies. Maturities on commercial paper range from a few days to nine
months. Commercial paper is also sold on a discount basis.
Banker's Acceptances. A banker's acceptance generally arises from a
short-term credit arrangement designed to enable businesses to obtain funds to
finance commercial transactions. Generally, an acceptance is a time draft drawn
on a bank by an exporter or an importer to obtain a stated amount of funds to
pay for specific merchandise. The draft is then "accepted" by a bank that, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date.
DESCRIPTION OF COMMERCIAL PAPER RATINGS
A Prime rating is the highest commercial paper rating assigned by Moody's
Investors Service, Inc. ("Moody's"). Issuers rated Prime are further referred to
by use of numbers 1, 2 and 3 to denote relative strength within this highest
classification. Among the factors considered by Moody's in assigning ratings are
the following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by management of
obligations which may be present or may arise as a result of
52
<PAGE>
public interest questions and preparations to meet such obligations.
Commercial paper rated "A" by Standard & Poor's Corporation ("S&P") has the
highest rating and is regarded as having the greatest capacity for timely
payment. Commercial paper rated A-1 by S&P has the following characteristics:
(1) liquidity ratios are adequate to meet cash requirements; (2) long-term
senior debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1, A-2 or A-3.
DESCRIPTION OF CORPORATE BOND RATINGS
Moody's Investors Service, Inc.
Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present, but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.
Ca -- Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other market
shortcomings.
53
<PAGE>
C -- Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
NOTE: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B. The modifier 1 indicates that the security
ranks in the higher end of its generic rating category. The modifier 2 indicates
a mid-range ranking, and modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Standard & Poor's Corporation
AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A -- Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.
BB, B, CCC, CC -- Bonds rated BB, B, CCC and CC are regarded, on balance,
as predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of obligations. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
C -- The rating C is reserved for income bonds in which no interest is
being paid.
D -- Debt rated D is in default and payment of interest and/or repayment of
principal is in arrears.
NOTE: Standard & Poor's ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
categories.
54
<PAGE>
SECURITY FUNDS
PROSPECTUS APPENDIX B
================================================================================
APPENDIX B
DESCRIPTION OF MUNICIPAL BOND RATINGS
The following are summaries of the ratings used by Moody's and Standard &
Poor's applicable to permitted investments of Tax-Exempt Fund:
Moody's Investors Service, Inc.*
Aaa -- Municipal bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa -- Municipal bonds which are rated Aa are judged to be of high quality
by all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A -- Municipal bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present, but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
NOTE: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond ratings. Although
Industrial Revenue Bonds and Environmental Control Revenue Bonds are tax-exempt
issues, they are included in the corporate bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category. The modifier 2 indicates a mid-range ranking, and modifier 3 indicates
that the issue ranks in the lower end of its generic rating category. Moody's
does not apply numerical modifiers other than Aa1, A1 and Baa1 in its municipal
bond rating system, which offer the maximum security within the Aa, A and Baa
groups, respectively.
Standard & Poor's Corporation**
AAA -- Municipal bonds rated AAA are highest grade obligations. They
possess the ultimate degree of protection as to principal and interest.
AA -- Municipal bonds rated AA also qualify as high grade obligations, and
in the majority of instances differ from AAA issues only in small degree.
A -- Municipal bonds rated A are regarded as upper medium grade. They have
considerable investment strength but are not entirely free from adverse effects
of changes in economic and trade conditions. Interest and principal are regarded
as safe.
BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
55
<PAGE>
NOTE: Standard & Poor's ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
categories.
RATINGS OF SHORT-TERM SECURITIES
Moody's Investors Service
The following ratings apply to short-term municipal notes and loans:
MIG 1 -- Loans bearing this designation are of the best quality, enjoying
strong protection from established cash flows for their servicing or from
established and broadbased access to the market for refinancing, or both.
MIG 2 -- Loans bearing this designation are of high quality with margins of
protection ample although not so large as in the preceding group.
The following ratings apply to both commercial paper and municipal paper:
PRIME-1: Issuers receiving this rating have a superior capacity for
repayment of short-term promissory obligations.
PRIME-2: Issuers receiving this rating have a strong capacity for repayment
of short-term promissory obligations.
Standard & Poor's Corporation
The following ratings apply to short-term municipal notes:
AAA: This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to repay principal and pay interest.
AA: Notes rated AA have a very strong capacity to repay principal and pay
interest and differ from AAA issues only in small degree.
The following ratings apply both to commercial paper and municipal paper:
A-1: This designation indicates that the degree of safety regarding timely
payment is very strong.
A-2: Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as overwhelming as for issues
designated A-1.
* Moody's Investors Service, Inc. rates bonds of issuers which have $600,000 or
more of debt, except bonds of educational institutions, projects under
construction, enterprises without established earnings records and situations
where current financial data is unavailable.
** Standard & Poor's Corporation rates all governmental bodies having $1,000,000
or more of debt outstanding unless adequate information is not available.
56
<PAGE>
SECURITY FUNDS
PROSPECTUS APPENDIX C
================================================================================
APPENDIX C
REDUCED SALES CHARGES
CLASS A SHARES
Initial sales charges may be reduced or eliminated for persons or
organizations purchasing Class A shares of the Corporate Bond, Limited Maturity
Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt Funds alone or in
combination with Class A shares of certain other Security Funds.
For purposes of qualifying for reduced sales charges on purchases made
pursuant to Rights of Accumulation or a Statement of Intention (also referred to
as a "Letter of Intent"), the term "Purchaser" includes the following persons:
an individual; an individual, his or her spouse and children under the age of
21; a trustee or other fiduciary of a single trust estate or single fiduciary
account established for their benefit; an organization exempt from federal
income tax under Section 501(c)(3) or (13) of the Internal Revenue Code; or a
pension, profit-sharing or other employee benefit plan whether or not qualified
under Section 401 of the Internal Revenue Code.
Rights of Accumulation
To reduce sales charges on purchases of Class A shares of Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond or Tax-Exempt
Fund, a Purchaser may combine all previous purchases of the Fund with a
contemplated current purchase and receive the reduced applicable front end sales
charge. The Distributor must be notified when a sale takes place which might
qualify for the reduced charge on the basis of previous purchases.
Rights of accumulation also apply to purchases representing a combination
of the Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond, Tax-Exempt, Growth and Income, Equity, Global, Asset
Allocation or Ultra Fund in those states where shares of the Fund being
purchased are qualified for sale.
Statement of Intention
A Purchaser of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond or Tax-Exempt Fund may choose to sign a Statement of
Intention within 90 days after the first purchase to be included thereunder,
which will cover future purchases of Class A shares of those Funds, Security
Equity, Global, Asset Allocation, Growth and Income or Ultra Fund. The amount of
these future purchases shall be specified and must be made within a 13-month
period (or 36-month period for purchases of $1 million or more) to become
eligible for the reduced front-end sales charge applicable to the actual amount
purchased under the statement. Five percent (5%) of the amount specified in the
Statement of Intention will be held in escrow shares until the Statement is
completed or terminated. These shares may be redeemed by the Fund if the
Purchaser is required to pay additional sales charges. Any dividends paid by the
Fund will be payable with respect to escrow shares. The Purchaser bears the risk
that the escrow shares may decrease in value.
A Statement of Intention may be revised during the 13-month (or, if
applicable, 36-month) period. Additional shares received from reinvestment of
income dividends and capital gains distributions are included in the total
amount used to determine reduced sales charges.
Reinstatement Privilege
Stockholders who redeem their Class A shares of Corporate Bond, Limited
Maturity Bond, U.S. Government, Global Aggressive Bond or Tax-Exempt Fund have a
one-time privilege (1) to
57
<PAGE>
reinstate their accounts by purchasing shares without a sales charge up to the
dollar amount of the redemption proceeds; or (2) to the extent the redeemed
shares would have been eligible for the exchange privilege, to purchase shares
of another of the Funds, Security Growth and Income, Equity, Global, Asset
Allocation, or Ultra Fund, without a sales charge up to the dollar amount of the
redemption proceeds. To exercise this privilege, a stockholder must provide
written notice and the amount to be reinvested to the Fund within 30 days after
the redemption request.
The reinstatement or exchange will be made at the net asset value next
determined after the reinvestment is received by the Fund.
58
<PAGE>
SECURITY FUNDS
SECURITY CASH FUND APPLICATION
================================================================================
For IRA/KEOGH/Corporate Plans, complete this Application along with other plan
documents.
MAIL APPLICATION TO: Security Cash Fund, P.O. Box 2548, Topeka, KS 66601
- --------------------------------------------------------------------------------
INITIAL INVESTMENT
(CHECK ONE BOX)
[ ] Enclosed is my check for $ made payable to Security Cash Fund.
--------------
[ ] On I/we wired $ through
--------------- --------------- ---------------------
Date Name of Bank
MINIMUM
$100
for Fund account number
- ----------------------------- -------------------------
City State
SUBSEQUENT
INVESTMENTS OF $20
CAN BE MADE
AT ANY TIME
When investing by wire, call the Fund to advise of the investment. The Fund will
supply a control number for initial investment. Wire federal funds to Bank IV of
Topeka, Trust Department, Topeka, Kansas.
Attn:
----------------------------------------------------------
(Include investor's name and account number)
- --------------------------------------------------------------------------------
DIVIDENDS
(CHECK ONE BOX)
[ ] Reinvest automatically all daily dividends and other distributions.
[ ] Cash payment of all dividends each month and send proceeds to investor.
- --------------------------------------------------------------------------------
CHECKING
ACCOUNT PRIVILEGE
[ ] Please send a supply of checks permitting me/us to redeem shares in this
account by writing checks for $100 or more made payable to any person.
COMPLETE SIGNATURE CARD ON REVERSE SIDE. Allow three weeks for delivery of
check supply.
- --------------------------------------------------------------------------------
SPECIAL
OPTIONS
(CHECK APPLICABLE BOXES)
[ ] Telephone
Exchange
[ ] Telephone
Redemption
By checking the applicable boxes and signing this Application, Applicant
authorizes the Investment Manager to honor any telephone request for the
exchange and/or redemption of Fund shares (maximum telephone redemption is
$10,000), subject to the terms of the Fund's prospectus. The Investment Manager
has established reasonable procedures to confirm that instructions communicated
by telephone are genuine and may be liable for any losses due to fraudulent or
unauthorized instructions if it fails to comply with its procedures. The
procedures require that any person requesting a telephone redemption or exchange
provide the account registration and number and owner's tax identification
number and such request must be received on a recorded line.
THE AUTHORIZATION ON REVERSE SIDE FOR CORPORATION, PARTNERSHIP, TRUST, ETC.,
MUST BE COMPLETED AND RETURNED WITH THIS FORM.
- --------------------------------------------------------------------------------
[ ] Systematic Withdrawal Program (Minimum account $5,000)
Beginning , 19 , you are hereby authorized and
----------------------- -------
instructed to send a check for $
-----------------------
(minimum $25) drawn on approximately [ ] 11th day [ ] 26th day of the month.
Draw payment [ ]monthly [ ]quarterly [ ]semianually [ ]annually
- --------------------------------------------------------------------------------
[ ] Individual
[ ] Corporate
[ ] Non-Profit
[ ] Profit-
Sharing
- ---------------------------------------------- --------------------------------
First Middle Last Owner's Taxpayer Identification
No. or Social Security No.
- ----------------------------------------------
First Middle Last
ACCOUNT
REGISTRATION
(PLEASE PRINT)
Industry Type
- ---------------------------------------------- ------------------
Name of Corporation, Trust, Partnership, etc. (Farming, Mgf., Sales, etc.)
Telephone
Business ( )
- ---------------------------------------------- -----------------
Street Address
Home ( )
- ---------------------------------------------- -----------------
City State Zip
If address is outside U.S. please indicate if U.S. Citizen [ ] Yes [ ] No
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION CERTIFICATION: Under the penalties of perjury, I (1)
certify that the number provided on this form is my correct taxpayer
identification number and (2),* that I am not subject to backup withholding
either because I have not been notified that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or the Internal
Revenue Service has notified me that I am no longer subject to backup
withholding.
TAX
WITHHOLDING
*The owner must strike out the language certifying that they are not subject to
backup withholding due to notified underreporting IF THE INTERNAL REVENUE
SERVICE NOTIFIED THEM THAT THEY ARE SUBJECT TO BACKUP WITHHOLDING, and they have
not received notice from the service advising that backup withholding has
terminated.
- --------------------------------------------------------------------------------
- ------------------------------------------- -----------------------------------
Owner Joint Owner
SIGNATURE
OF APPLICANTS
- ------------------------------------------- -----------------------------------
Corporate Officer, Trustee, etc. Title
Date In case of joint ownership, both
--------------------------------------- must sign. If no form of ownership
is designated, then it will be
assumed the ownership is "as
joint tenants, with right of
survivorship, and not as tenants in
common."
INVESTMENT
DEALER
- -------------------------------------------
Name of Firm
- ------------------------------------------- -----------------------------------
Street Dealer Authorized
- ------------------------------------------- -----------------------------------
City State Zip Account Representative
59
<PAGE>
SECURITY FUNDS
SECURITY CASH FUND APPLICATION (CONTINUED)
================================================================================
Checking Account Privilege - If you have elected this option, the following card
must be completed. This card is similar to one which must be signed when opening
any checking account. All joint owners named in the account registration must
sign this card. Names must be signed exactly as they appear in the account
registration. All persons eligible to sign checks for corporate accounts,
partnerships, trusts, etc. must sign this card.
- --------------------------------------------------------------------------------
The payment of funds on the conditions set forth below and on the reverse side
is authorized by the signature(s) appearing on the signature card. Security
Management Company, the Fund's Transfer Agent, is hereby appointed agent by the
person(s) signing this card and will cause the Fund to redeem a sufficient
number of shares from the account to cover checks presented for payment without
requiring signature guarantees. The Fund and its agents will not be liable for
any loss, expense or cost arising out of check redemptions or checks returned
without payment. SHARES OUTSTANDING IN THE ACCOUNT FOR LESS THAN 15 DAYS WILL
NOT BE LIQUIDATED TO PAY CHECKS PRESENTED UNLESS THE TRANSFER AGENT IS ASSURED
THAT GOOD PAYMENT HAS BEEN COLLECTED THROUGH NORMAL BANKING CHANNELS. The
Transfer Agent has the right not to honor checks that are for less than $100 or
checks in an amount exceeding the value of the account at the time the check is
presented for payment. This privilege is subject to the provisions of the
current prospectus of the Fund as amended from time to time. This agreement may
be modified or terminated at any time by the Fund or the Transfer Agent upon
notification mailed to the shareholder's address of record.
- --------------------------------------------------------------------------------
SECURITY CASH FUND SIGNATURE CARD
- --------------------------------------------------------------------------------
-------------------------------------------
Account Number
Authorized Signatures:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ ] Check here if two signatures are required on checks
[ ] Check here if only one signature required on checks.
In signing this card each signatory agrees to be subject to the customary rules
and regulations governing checking accounts and to the conditions set forth on
the reverse side. If the Checking Account Privilege is established after the
opening of the account, or if any change is made in the above information, all
signatures will have to be guaranteed.
- --------------------------------------------------------------------------------
AUTHORIZATION FOR REDEMPTION
CORPORATE RESOLUTION
I, , duly elected and acting Secretary of
---------------------------------------
, a corporation
- -----------------------------------------------------------------
organized and existing under the laws of
--------------------------------------,
certify that the following resolution is a true and correct copy of the
resolution adopted by the Board of Directors at its regular meeting held on
, which resolution is currently in
- ----------------------------------------------
full force and effect:
RESOLVED, That the below named individual(s) of this corporation are hereby
authorized to give notice, instructions, complete necessary forms, execute
withdrawals, and to transact any other business necessary on this corporation's
account invested in shares of Security Cash Fund. FURTHER RESOLVED, That this
corporation assumes entire responsibility for, and agrees to indemnify and hold
harmless Security Cash Fund and/or its agents against any and all claims,
liabilities, damages, actions, charges and expense sustained by action of the
below named individual(s).
- --------------------------------------- ---------------------------------------
(Print or type) Name and Title Signature(s)
- --------------------------------------- ---------------------------------------
- --------------------------------------------------------------------------------
IN WITNESS WHEREOF, I hereunto set my
hand and the seal of this
corporation this day of
----------
, 19 .
- -------------------- -----
(CORPORATE SEAL) SECRETARY
-----------------------------
- --------------------------------------------------------------------------------
AUTHORIZATION FOR PARTNERSHIP, TRUST, OR RETIREMENT PLAN
We, the undersigned, being the principal partners or the trustees of the
- --------------------------------------------------------------------------------
(Partnership or Trust/Plan)
hereby state that we are authorized to invest the assets of the partnership or
trust/plan in Security Cash Fund. We also agree that
- --------------------------------------------------------------------------------
or -----------------------------------------------------------------------------
have individual authority to purchase, sell, assign, and transfer securities and
to sign checks issuable by the partnership or the trust/plan redeeming shares of
the Fund. We further state that this individual authority shall continue to be
honored until revoked by written notice from either of us and is received by the
Transfer Agent (Security Management Company). By signing this authorization, we
agree that Security Cash Fund, Security Management Company, and Security
Distributors, Inc., shall be indemnified and held harmless from any loss,
damage, cost or claim that may arise from any authorized or unauthorized use of
the assets or checks of the partnership or trust/plan in connection with the
holdings of the Fund.
- --------------------------------------- ---------------------------------------
Print or type name Signature(s)
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEED BY
60
<PAGE>
SECURITY FUNDS
APPLICATION
1. ACCOUNT REGISTRATION (SIGNATURE MUST APPEAR BELOW TO ESTABLISH AN
ACCOUNT.)
I hereby authorize the establishment of the account marked below and acknowledge
receipt of the Fund's current prospectus. Check is enclosed for
$ (minimum $100) payable to SECURITY DISTRIBUTORS, INC. as
------------------
an initial investment. I am of legal age in the state of my residence and wish
to purchase shares of the Fund indicated below. By the execution of this
application, the undersigned represents and warrants that the investor has full
right, power and authority to make this investment and the undersigned is duly
authorized to sign this application and to purchase or redeem shares of the Fund
on behalf of the investor. No stock certificate is to be issued unless I so
request. See the prospectus for information about an Accumulation Plan which
allows a minimum investment of $100 and subsequent investments of $20.
- -------------------------------------------------------------
Owner/Custodian/Trustee Name (Print)
- -------------------------------------------------------------
Social Security Number Date of Birth
- -------------------------------------------------------------
Joint Owner/Minor Name (Print) [ ] Check if UGMA/UTMA Account
- -------------------------------------------------------------
Social Security Number Date of Birth
2. ADDRESS AND TELEPHONE NUMBER
- -------------------------------------------------------------
Street Address (for first individual)
- -------------------------------------------------------------
Daytime Telephone
- -------------------------------------------------------------
City, State, Zip Code
Citizenship [ ] U.S. [ ] Other
---------------------
Indicate Country
3. INITIAL INVESTMENT
CLASS OF SHARES (MUST SELECT ONE ONLY) ( ) A SHARES ( ) B SHARES (IF NO CLASS IS
SELECTED, PURCHASE(S) WILL BE MADE OF A SHARES)
SECURITY EQUITY FUND $
------
SECURITY GLOBAL FUND $
------
SECURITY ASSET ALLOCATION FUND $
------
SECURITY GROWTH & INCOME FUND $
------
SECURITY ULTRA FUND $
------
SECURITY CASH FUND $
------
SECURITY CORPORATE BOND FUND $
------
SECURITY LIMITED MATURITY BOND FUND $
------
SECURITY U.S. GOVERNMENT FUND $
------
SECURITY GLOBAL AGGRESSIVE BOND FUND $
------
SECURITY TAX-EXEMPT FUND $
------
4. DIVIDEND OPTION (CHECK ONE ONLY)
(If no option is selected, distributions will be reinvested into the Fund that
pays them.)
[ ] Reinvest all dividends and capital gains
[ ] Reinvest only capital gains and pay dividends in cash
[ ] Cash payment of dividends and capital gains
[ ] Invest dividends and capital gains into another Security Fund account
(must be same class of shares; if new account, number will be assigned)
Fund Name Account Number
------------------------------------ ------------------
[ ] Send distributions to third party below
Account No. (if applicable)
----------------------------------------------------
Name
---------------------------------------------------------------------------
Address
------------------------------------------------------------------------
5. SYSTEMATIC WITHDRAWAL PROGRAM (FOR ACCOUNTS OF $5,000 OR MORE)
You are hereby authorized to send a check(s) beginning:
Month Day [ ] 11th or [ ] 26th 19
---------------- ----
(if no date is selected withdrawal will be made on the 26th)
Payable: [ ] monthly [ ] quarterly [ ] semi-annually [ ] annually
Fund Name Fund Name
----------------------------- ------------------------------
Account No. (if known) Account No. (if known)
---------------- ---------------
(if 3 or more funds, please send written instructions)
Level Payment $ ($25 minimum) Level Payment $ ($25 minimum)
-------- --------
Variable Payment based on fixed number Variable Payment based on fixed number
of shares or a percentage of account of shares or a percentage of account
value ($25 minimum) value ($25 minimum)
Number of shares: or Number of shares: or
----------- -----------
Percentage of account value: Percentage of account value:
--------- ---------
Note: For Class B shares, annual withdrawals in excess of 10% of value of
account at time program is established may be subject to a contingent deferred
sales charge.
Complete this section only if you want check payable and sent to another address
(please print):
Name Signature(s) of all registered owners required
----------------------------
Address Individual Signature
------------------------- -------------------------
City, State, Zip Code Joint Owner Signature
------------ ------------------------
6. SECUR-O-MATIC[Registration Mark] BANK DRAFT PLAN
I wish to make investments directly from my checking account. (Please attach a
voided check to this application.)
Fund Name Account Number (if known) Amount $
------------------ ------- -------
Fund Name Account Number (if known) Amount $
------------------ ------- -------
Date: [ ] 7th Day of Month [ ] 14th Day of Month [ ] 21st Day of Month
[ ] 28th Day of Month
(if no date is selected investment will be made on the 21st)
Mode: [] Monthly ($20 minimum) [] Bi-Monthly ($40 minimum)
[] Quarterly ($50 minimum) [] Semiannually ($100 minimum)
[] Annually ($200 minimum)
You should notify your bank that you are going to use this service to ensure
they accept preauthorized electronic drafts.
(continued on back)
<PAGE>
7. RIGHTS OF ACCUMULATION
I own shares in other Security Funds which may entitle this purchase to have a
reduced sales charge under the provisions in the Fund Prospectus.
- -------------------------------- --------------------------- -----------------
Current Account Registration Fund Name Account Number(s)
- -------------------------------- --------------------------- -----------------
- -------------------------------- --------------------------- -----------------
8. STATEMENT OF INTENTION
[ ] Please check here if you wish to receive a Statement of Intention. This form
allows you to purchase shares at reduced sales charges if you plan to invest
more than: (Please check one) [ ] $50,000 [ ] $100,000 [ ] $250,000 [ ] $500,000
[ ] $1,000,000 in installments during the next 13 months (36 months for
purchases of $1 million or more). See the current prospectus for more
information.
9. TELEPHONE EXCHANGE AND REDEMPTION PRIVILEGE
If you would like to have telephone exchange and/or redemption privileges,
please mark one or more of the boxes below:
Yes, I want [ ] telephone exchange [ ] telephone redemption privileges.
By checking the applicable box(es) and signing this Application, you authorize
the Investment Manager to honor any telephone request for the exchange and/or
redemption of Fund shares (maximum telephone redemption is $10,000), subject to
the terms of the Fund prospectus. The Investment Manager has established
reasonable procedures to confirm that instructions communicated by telephone are
genuine and may be liable for any losses due to fraudulent or unauthorized
instructions if it fails to comply with its procedures. The procedures require
that any person requesting a telephone redemption or exchange provide the
account registration and number and owner's tax identification number and such
request must be received on a recorded line. Neither the Fund, the Investment
Manager nor the Underwriter will be liable for any loss, liability, cost or
expense arising out of any telephone request, provided that the Investment
Manager complied with its procedures. Thus, a stockholder may bear the risk of
loss from a fraudulent or unauthorized request.
10. CERTIFICATION AND SIGNATURE
TAX IDENTIFICATION NUMBER CERTIFICATION
UNDER PENALTIES OF PERJURY I CERTIFY THAT:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.
- --------------------------------------------------------------------------------
Signature of Owner Date
- --------------------------------------------------------------------------------
Signature of Joint Owner Date
In case of joint ownership, both must sign. If no form of ownership is indicated
then it will be assumed the ownership is as "joint tenants, with right of
survivorship" and not as "tenants in common."
CERTIFICATION INSTRUCTIONS - You must cross out item (2) to the left if you have
been notified by IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return.
11. INVESTMENT DEALER
I (we) agree to act as dealer under this account in accordance with the
provisions of the Dealer Agreement and appoint Security Distributors, Inc. to
act as my (our) agent pursuant thereto. I (we) represent that the appropriate
prospectus was delivered to the above indicated owner(s).
- --------------------------------------------------------------------------------
Name of Firm (Print)
- --------------------------------------------------------------------------------
Business Address
- --------------------------------------------------------------------------------
City, State, Zip Code
- --------------------------------------------------------------------------------
Signature of Authorized Dealer
- ----------------------------------------------------- ------------------------
Representative's Name Account Executive Number
- --------------------------------------------------------------------------------
Business Address
- --------------------------------------------------------------------------------
City, State, Zip Code
- --------------------------------------------------------------------------------
Representative's Telephone Number
SEND COMPLETED APPLICATION TO SECURITY DISTRIBUTORS, INC., 700 SW HARRISON
ST., TOPEKA, KS 66636-0001
1-800-888-2461, EXT. 3127
Attach Voided Check Here
(Check must be preprinted with the bank account registration)
<PAGE>
SECURITY INCOME FUND
Corporate Bond Series
Limited Maturity Bond Series
U.S. Government Series
Global Aggressive Bond Series
SECURITY TAX-EXEMPT FUND
SECURITY CASH FUND
STATEMENT OF ADDITIONAL INFORMATION
APRIL 30, 1996
RELATING TO THE PROSPECTUS DATED APRIL 30, 1996
(913) 295-3127
(800) 888-2461
INVESTMENT MANAGER
Security Management Company
700 SW Harrison Street
Topeka, Kansas 66636-0001
DISTRIBUTOR
Security Distributors, Inc.
700 SW Harrison Street
Topeka, Kansas 66636-0001
CUSTODIAN
UMB Bank, N.A.
928 Grand Avenue
Kansas City, Missouri 64106
Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
Brooklyn, New York 11245
INDEPENDENT AUDITORS
Ernst & Young LLP
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2143
<PAGE>
SECURITY INCOME FUND
SECURITY TAX-EXEMPT FUND
SECURITY CASH FUND
Members of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001
STATEMENT OF
ADDITIONAL INFORMATION
April 30, 1996
(RELATING TO THE PROSPECTUS DATED APRIL 30, 1996)
This Statement of Additional Information is not a Prospectus. It should be
read in conjunction with the Prospectus dated April 30, 1996. A Prospectus may
be obtained by writing or calling Security Distributors, Inc., 700 SW Harrison,
Topeka, Kansas 66636-0001, or by calling (913) 295-3127 or (800) 888-2461, ext.
3127.
TABLE OF CONTENTS
Page
General Information......................................................... 1
Investment Objectives and Policies of the Funds............................. 2
Security Income Fund...................................................... 2
Corporate Bond Fund..................................................... 2
Limited Maturity Bond Fund.............................................. 3
U.S. Government Fund.................................................... 5
Global Aggressive Bond Fund............................................. 6
Security Tax-Exempt Fund.................................................. 17
Security Cash Fund........................................................ 21
Investment Methods and Risk Factors......................................... 23
Investment Policy Limitations............................................... 29
Income Fund's Fundamental Policies........................................ 29
Tax-Exempt Fund's Fundamental Policies.................................... 31
Cash Fund's Fundamental Policies.......................................... 32
Officers and Directors...................................................... 33
Remuneration of Directors and Others........................................ 34
How to Purchase Shares...................................................... 35
Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds............................. 35
Alternative Purchase Options.............................................. 35
Class A Shares............................................................ 36
Security Income Fund's Class A Distribution Plan.......................... 36
Class B Shares............................................................ 37
Class B Distribution Plan................................................. 38
Calculation and Waiver of Contingent Deferred Sales Charges............... 39
Arrangements With Broker/Dealers and Others............................. 39
Cash Fund............................................................... 40
Purchases at Net Asset Value................................................ 41
Accumulation Plan........................................................... 41
Systematic Withdrawal Program............................................... 41
Investment Management....................................................... 42
Portfolio Management...................................................... 45
Code of Ethics............................................................ 46
Distributor................................................................. 46
Allocation of Portfolio Brokerage........................................... 46
Determination of Net Asset Value............................................ 47
How to Redeem Shares........................................................ 49
Telephone Redemptions..................................................... 50
How to Exchange Shares...................................................... 51
Exchange by Telephone..................................................... 51
Dividends and Taxes......................................................... 52
Organization................................................................ 56
Custodian, Transfer Agent and Dividend-Paying Agent......................... 57
Independent Auditors........................................................ 57
Performance Information..................................................... 57
Retirement Plans............................................................ 59
Individual Retirement Accounts (IRAs)....................................... 60
Pension and Profit-Sharing Plans............................................ 60
403(b) Retirement Plans..................................................... 60
Simplified Employee Pension Plans (SEPPs)................................... 60
Financial Statements........................................................ 60
Tax-Exempt vs. Taxable Income............................................... 61
Appendix A.................................................................. 62
<PAGE>
GENERAL INFORMATION
Security Income Fund, Security Tax-Exempt Fund and Security Cash Fund,
which were organized as Kansas corporations on April 20, 1965, July 14, 1981 and
March 21, 1980, respectively, are registered with the Securities and Exchange
Commission as investment companies. Such registration does not involve
supervision by the Securities and Exchange Commission of the management or
policies of the Funds. The Funds are diversified, open-end management investment
companies that, upon the demand of the investor, must redeem their shares and
pay the investor the current net asset value thereof. ( See "How to Redeem
Shares," page 49.)
Each of the Corporate Bond Series ("Corporate Bond Fund"), Limited Maturity
Bond Series ("Limited Maturity Bond Fund"), U.S. Government Series ("U.S.
Government Fund") and Global Aggressive Bond Series ("Global Aggressive Bond
Fund") of Security Income Fund, Security Tax-Exempt Fund ("Tax-Exempt Fund"),
and Security Cash Fund ("Cash Fund") (the "Funds") has its own investment
objective and policies which are described below. While there is no present
intention to do so, the investment objective and policies of each Fund, unless
otherwise noted, may be changed by its Board of Directors without the approval
of stockholders. Each of the Funds is also required to operate within
limitations imposed by its fundamental investment policies which may not be
changed without stockholder approval. These limitations are set forth below
under "Investment Policy Limitations," page 29. An investment in one of the
Funds does not constitute a complete investment program.
The value of the shares of each Fund fluctuates with the value of the
portfolio securities. Each Fund may realize losses or gains when it sells
portfolio securities and will earn income to the extent that it receives
dividends or interest from its investments. (See "Dividends and Taxes," page
52.)
The shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are sold to the public at net asset
value, plus a sales commission which is divided between the principal
distributor and dealers who sell the shares ("Class A shares"), or at net asset
value with a contingent deferred sales charge ("Class B shares"). The shares of
Cash Fund are sold to the public at net asset value. There is no sales charge or
load when purchasing shares of Cash Fund. (See "How to Purchase Shares," page
35.)
The Funds receive investment advisory, administrative, accounting, and
transfer agency services from Security Management Company (the "Investment
Manager") for a fee. The Investment Manager has guaranteed that the aggregate
annual expenses (including the management compensation but excluding brokerage
commissions, interest, taxes, extraordinary expenses and Class B distribution
fees) shall not for Corporate Bond, Limited Maturity Bond, U.S. Government and
Global Aggressive Bond Funds exceed any expense limitation imposed by any state
and shall not for Tax-Exempt and Cash Funds exceed 1% of the average net assets
of the Fund for the year. (See page 42 for a discussion of the Investment
Manager and the Investment Advisory Contract.)
Each Fund will pay all its expenses not assumed by the Investment Manager
or Security Distributors, Inc. (the "Distributor") including organization
expenses; directors' fees; fees of custodian; taxes and governmental fees;
interest charges; any membership dues; brokerage commissions; expenses of
preparing and distributing reports to stockholders; costs of stockholder and
other meetings; and legal, auditing and accounting expenses. Each Fund will also
pay for the preparation and distribution of the prospectus to its stockholders
and all expenses in connection with its registration under the Investment
Company Act of 1940 and the registration of its capital stock under federal and
state securities laws. Each Fund will pay nonrecurring expenses as may arise,
including litigation expenses affecting it.
Under a Distribution Plan adopted with respect to the Class A shares of
Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"), these Funds are authorized to pay to the Distributor, an annual fee
of .25% of the average daily net assets of the Class A shares of the Corporate
Bond, Limited Maturity Bond, U.S. Government and Global Aggressive Bond Funds to
finance various distribution-related activities. (See "Security Income Fund's
Class A Distribution Plan," page 36.)
Under Distribution Plans adopted with respect to the Class B shares of
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond
and Tax-Exempt Funds pursuant to Rule 12b-1 under the 1940 Act, each Fund is
authorized to pay to the Distributor, an annual fee of 1.00% of the average
daily net assets of the Class B Shares of the respective Funds to finance
various distribution-related activities. (See "Class B Distribution Plan," page
38.)
1
<PAGE>
The Funds may utilize short-term trading to a limited extent in order to
take advantage of differentials in bond yields consistent with their respective
investment objectives. The portfolio turnover rate for Class A and B shares of
Corporate Bond, U.S. Government and Tax-Exempt Funds for the fiscal year ended
December 31, 1994, was: Corporate Bond - 204%; U.S. Government - 220%; and
Tax-Exempt - 88%. The portfolio turnover rate for the Funds' Class A shares for
the fiscal year ended December 31, 1993 was: Corporate Bond - 157%; U.S.
Government - 153%; and Tax-Exempt - 118%. The annualized portfolio turnover rate
for the Funds' Class B shares for the period October 19, 1993 (date of Class B
shares' inception) to December 31, 1993 was: Corporate Bond - 164%; U.S.
Government - 114%; and Tax-Exempt - 90%. The annualized portfolio turnover rate
for the Limited Maturity Bond Fund for the period January 17, 1995 (date of
inception) to June 30, 1995 and the Global Aggressive Bond Fund for the period
June 1, 1995 (date of inception) to September 30, 1995 was: Limited Maturity
Bond - 4%; and Global Aggressive Bond - 58%. Portfolio turnover is the
percentage of the lower of security sales or purchases to the average portfolio
value and would be 100% if all securities in the Fund were replaced within a
period of one year.
INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS
SECURITY INCOME FUND
Security Income Fund ("Income Fund") consists of four diversified Series
(Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds), each of which represents a different investment objective and which
has its own identified assets and net asset values. The investment objective of
each Series is described below. There are risks inherent in the ownership of any
security and there can be no assurance that such investment objectives will be
achieved. Some of the risks are described below.
Corporate Bond, Limited Maturity Bond and U.S. Government Funds will
purchase solely debt securities and will not invest in securities which are not
publicly traded or marketable. Short-term obligations may be purchased in any
amount as the Investment Manager deems appropriate for defensive or liquidity
purposes. Each Fund's portfolio may include a significant amount of debt
securities which sell at discounts from their face amount as a result of current
market conditions. For example, debt securities with fixed-rate coupons are
generally sold at a discount from their face amount during periods of rising
interest rates.
Income Fund makes no representation that the stated investment objective of
any Series will be achieved. Although there is no present intention to do so,
the investment objective of any Series of the Fund may be altered by the Board
of Directors without the approval of stockholders of the Series.
CORPORATE BOND FUND
The investment objective of the Corporate Bond Fund is to conserve capital
while generating interest income. In pursuing its investment objective, the Fund
will invest in a broad range of debt securities, including (i) securities issued
by U.S. and Canadian corporations; (ii) securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars; (v)
higher yielding, high risk debt securities (commonly referred to as "junk
bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign bank
("Yankee CDs"); and (vii) investment grade mortgage-backed securities ("MBSs").
Under normal circumstances, at least 65% of the Fund's total assets will be
invested in corporate debt securities which at the time of issuance have a
maturity greater than one year.
Corporate Bond Fund will invest primarily in corporate debt securities
rated Baa or higher by Moody's Investors Service, Inc. ("Moody's") or BBB or
higher by Standard & Poor's Corporation ("S&P") at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. See
Appendix A to the Prospectus for a description of corporate bond ratings.
Included in such securities may be convertible bonds or bonds with warrants
attached which are rated at least Baa or BBB at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. A
"convertible bond" is a bond, debenture or preferred share which may be
exchanged by the owner for common stock or another security, usually of the same
company, in accordance with the terms of the issue. A "warrant" confers upon its
holder the right to purchase an amount of securities at a particular time and
price. Securities rated Baa by Moody's or BBB by S&P have
2
<PAGE>
speculative characteristics. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with such securities.
Corporate Bond Fund may invest up to 25% of its net assets in higher
yielding debt securities in the lower rating (higher risk) categories of the
recognized rating services (commonly referred to as "junk bonds"). Such
securities include securities rated Ba or lower by Moody's or BB or lower by S&P
and are regarded as predominantly speculative with respect to the ability of the
issuer to meet principal and interest payments. The Fund will not invest in junk
bonds which are rated in default at the time of purchase. See "Investment
Methods and Risk Factors" for a discussion of the risks associated with
investing in such securities.
The Fund may purchase securities which are obligations of, or guaranteed
by, the Dominion of Canada or provinces thereof and debt securities issued by
Canadian corporations. Canadian securities will not be purchased if subject to
the foreign interest equalization tax and unless payable in U.S. dollars.
The Fund may invest in Yankee CDs which are certificates of deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
U.S. Yankee CDs are subject to somewhat different risks than are the obligations
of domestic banks. The Fund also may invest in debt securities issued by foreign
governments, their agencies and instrumentalities and foreign corporations,
provided that such securities are denominated in U.S. dollars. The Fund's
investment in foreign securities, including Canadian securities, will not exceed
25% of the Fund's net assets. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with investing in foreign securities.
The Fund may invest in investment grade mortgage-backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Fund may invest up to 10% of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
or "interest-only" (IO) or "principal-only" (PO) bonds, the market values of
which generally will be more volatile than the market values of most MBSs. The
Fund will hold less than 25% of its net assets in MBSs. For a discussion of MBSs
and the risks associated with such securities, see "Investment Methods and Risk
Factors."
Corporate Bond Fund may purchase securities on a "when issued" or "delayed
delivery" basis in excess of customary settlement periods for the types of
security involved. For a discussion of such securities, see "Investment Methods
and Risk Factors." It is anticipated that securities invested in by this Fund
will be held by the Fund on an average from one and a half to three years and
that the average weighted maturity of the Fund's portfolio will range from 10 to
25 years under normal circumstances.
Corporate Bond Fund may invest in repurchase agreements on an overnight
basis. See the discussion of repurchase agreements under "Investment Methods and
Risk Factors." The Fund may borrow money from banks as a temporary measure for
emergency purposes or to facilitate redemption requests. Borrowing is discussed
in more detail under "Investment Methods and Risk Factors." Pending investment
in securities or to meet potential redemptions, the Fund may invest in
certificates of deposit, bank demand accounts and high quality money market
instruments.
LIMITED MATURITY BOND FUND
The investment objective of the Limited Maturity Bond Fund is to seek a
high level of income consistent with moderate price fluctuation by investing
primarily in short- and intermediate-term bonds. As used herein the term "short-
and intermediate-term bonds" is used to describe any debt security with a
maturity of 15 years or less. In pursuing its investment objective, the Fund
will invest in a broad range of debt securities, including (i) securities issued
by U.S. and Canadian corporations; (ii) securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by, the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies, and instrumentalities, and
foreign corporations, provided that such securities are denominated in U.S.
dollars; (v) higher yielding, high risk debt securities (commonly referred to as
"junk bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign
bank ("Yankee CDs"); (vii) mortgage-backed securities ("MBSs"); and (viii)
investment grade asset-backed securities. High yield debt securities, Yankee
CDs, MBSs and asset-backed securities are described in further detail under
"Investment Methods and Risk Factors." Under normal circumstances, the Fund will
invest at least 65% of the value of its total assets in short- and
intermediate-term bonds. It is anticipated that the Fund's dollar weighted
average maturity will range from 2 to 10 years. It will never exceed 10 years.
3
<PAGE>
Limited Maturity Bond Fund will invest primarily in debt securities rated
Baa or higher by Moody's or BBB or higher by S&P at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. Baa
securities are considered to be "medium grade" obligations by Moody's and BBB is
the lowest classification which is still considered an "investment grade" rating
by S&P. Included in such securities may be convertible bonds or bonds with
warrants attached which are rated at least Baa or BBB at the time of purchase,
or if unrated, of equivalent quality as determined by the Investment Manager. A
"convertible bond" is a bond, debenture or preferred share which may be
exchanged, by the owner, for common stock or another security, usually of the
same company, in accordance with the terms of the issue. A "warrant" confers
upon its holder the right to purchase an amount of securities at a particular
time and price. Bonds rated Baa by Moody's or BBB by S&P have speculative
characteristics and may be more susceptible than higher grade bonds to adverse
economic conditions or other adverse circumstances which may result in a
weakened capacity to make principal and interest payments. See Appendix A to the
Prospectus for a description of corporate bond ratings.
The Fund may invest in higher yielding debt securities in the lower rating
(higher risk) categories of the recognized rating services (commonly referred to
as "junk bonds"); however, the Fund will never hold more than 25% of its net
assets in junk bonds. This includes securities rated Ba or lower by Moody's or
BB or lower by S&P and are regarded as predominantly speculative with respect to
the ability of the issuer to meet principal and interest payments. The Fund will
not invest in junk bonds which are in default at the time of purchase. However,
the Investment Manager will not rely principally on the ratings assigned by the
rating services. Because the Fund may invest in lower rated or unrated
securities of comparable quality, the achievement of the Fund's investment
objective may be more dependent on the Investment Manager's own credit analysis
than would be true if investing in higher rated securities.
The Fund may purchase securities which are obligations of, or guaranteed
by, the Dominion of Canada or provinces thereof and debt securities issued by
Canadian corporations. Canadian securities will not be purchased if subject to
the foreign interest equalization tax and unless payable in U.S. currency.
The Fund may invest in Yankee CDs which are Certificates of Deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
United States. Yankee CDs are subject to somewhat different risks than are the
obligations of domestic banks. The Fund may also invest up to 25% of its net
assets in debt securities issued by foreign governments, their agencies and
instrumentalities, and foreign corporations, provided that such securities are
denominated in U.S. dollars. The Fund's investment in foreign securities,
including Canadian securities will not exceed 25% of the Fund's net assets.
Investment in securities of foreign issuers presents certain risks, including
future political and economic developments and the possible imposition of
foreign governmental laws and restrictions, reduced availability of public
information concerning issuers, and the fact that foreign issuers are not
generally subject to uniform accounting, auditing and financial reporting
standards or to other regulatory practices and requirements comparable to those
applicable to domestic issuers.
The Fund may invest in U.S. Government securities. Some U.S. Government
securities, such as Treasury bills and bonds, are supported by the full faith
and credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; still others such as those of
the Student Loan Marketing Association, are supported only by the credit of the
instrumentality. U.S. Government securities include bills, certificates of
indebtedness, notes and bonds issued by the Treasury or by agencies or
instrumentalities of the U.S. Government.
Limited Maturity Bond Fund may acquire certain securities that are
restricted as to disposition under the federal securities laws, provided that
such securities are eligible for resale to qualified institutional investors
pursuant to Rule 144A under the Securities Act of 1933, and subject to the
Fund's policy that not more than 15% of the Fund's total assets will be invested
in illiquid assets. See "Investment Methods and Risk Factors" for a discussion
of Rule 144A Securities.
The Fund may invest in investment grade mortgage-backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Fund may invest up to 10% of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
or "interest-only" (IO) and "principal-only" (PO) bonds, the market values of
which will generally be more volatile than the market values of most MBSs. The
Fund will hold less than 25% of its net assets in MBSs, including CMOs and
mortgage pass-through securities.
4
<PAGE>
The Fund may also invest in investment grade "asset-backed securities."
These include secured debt instruments backed by automobile loans, credit card
loans, home equity loans, manufactured housing loans and other types of secured
loans providing the source of both principal and interest.
Limited Maturity Bond Fund may purchase securities on a "when issued" or
"delayed delivery" basis in excess of customary settlement periods for the type
of security involved. Securities purchased on a when issued basis are subject to
market fluctuations and no interest or dividends accrue to the Fund prior to the
settlement date. The Fund will establish a segregated account with its custodian
bank in which it will maintain cash, U.S. Government securities, or other
appropriate high grade, liquid debt obligations equal in value to commitments
for such when issued securities.
Limited Maturity Bond Fund may invest in repurchase agreements on an
overnight basis. See the discussion of repurchase agreements under "Investment
Methods and Risk Factors." The Fund may borrow money from banks as a temporary
measure for emergency purposes or to facilitate redemption requests. Borrowing
is discussed in more detail under "Investment Methods and Risk Factors." Pending
investment in securities or to meet potential redemptions, the Fund may invest
in certificates of deposit, bank demand accounts and high quality money market
instruments.
From time to time, Limited Maturity Bond Fund may invest part or all of its
assets in commercial notes or money market instruments.
U.S. GOVERNMENT FUND
The investment objective of the U.S. Government Fund is to provide a high
level of interest income with security of principal by investing primarily in
U.S. Government securities. U.S. Government securities are obligations of, or
guaranteed (as to principal and interest) by, the U.S. Government, its agencies
(such as the Federal Housing Administration and Government National Mortgage
Association) or instrumentalities (such as Federal Home Loan Banks and Federal
Land Banks), and instruments fully collateralized with such obligations such as
repurchase agreements. U.S. Government securities include bills, Certificates of
Indebtedness, notes and bonds issued by the Treasury or by agencies or
instrumentalities of the U.S. Government. The Fund may, for defensive purposes,
temporarily invest part or all of its assets in money market instruments
including deposits and bankers acceptances in depository institutions insured by
the FDIC, and short-term U.S. Government and agency securities. If the deposits
of the Fund in a depository institution are not fully insured by the FDIC, the
Fund will analyze the credit quality of the issuing institution prior to making
any such deposit and will retain a record of that analysis.
Some U.S. Government securities, such as treasury bills and bonds, are
supported by the full faith and credit of the U.S. Treasury, others are
supported by the right of the issuer to borrow from the Treasury, others, such
as those of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. Under
normal circumstances, the Fund will invest at least 80% of the value of its
total assets in U.S. Government securities.
U.S. Government Fund may invest in repurchase agreements on an overnight
basis. See the discussion of repurchase agreements under "Investment Methods and
Risk Factors." The Fund may borrow money from banks as a temporary measure for
emergency purposes or to facilitate redemption requests. Borrowing is discussed
in more detail under "Investment Methods and Risk Factors." Pending investment
in securities or to meet potential redemptions, the Fund may invest in
certificates of deposit, bank demand accounts and high quality money market
instruments.
From time to time the portfolio of the U.S. Government Fund may consist
primarily of Government National Mortgage Association (GNMA) certificates. GNMA
certificates are mortgage-backed securities representing part ownership of a
pool of mortgage loans. These loans, issued by lenders such as mortgage bankers,
commercial banks and savings and loan associations, are either issued by the
Federal Housing Administration or guaranteed by the Veterans Administration. A
"pool" or group of such mortgages is assembled and, after being approved by
GNMA, is offered to investors through securities dealers. Once approved by GNMA,
the timely payment of interest and principal on each mortgage is guaranteed by
GNMA and backed by the full faith and credit of the U.S. Government. GNMA
certificates differ from bonds in that principal is paid back monthly by the
borrower over the term of the loan rather than returned in a lump sum at
maturity. GNMA certificates are called "pass through"
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securities because both interest and principal payments (including prepayments)
are passed through to the holder of the certificate.
The Fund may invest in other mortgage-backed securities (MBSs) as discussed
under "Investment Methods and Risk Factors - Mortgage-Backed Securities and
Collateralized Mortgage Obligations" in the Prospectus. MBSs include certain
securities issued by the United States government or one of its agencies or
instrumentalities, such as GNMAs, or securities issued by private issuers. The
Fund may not invest more than 20% of the value of its total assets in MBSs
issued by private issuers. The Fund will not invest in any stripped
mortgage-backed securities.
The Fund will attempt to maximize the return on its portfolio by taking
advantage of market developments and yield disparities, which may include use of
the following strategies:
1. Shortening the average maturity of its portfolio in anticipation of a rise
in interest rates so as to minimize depreciation of principal;
2. Lengthening the average maturity of its portfolio in anticipation of a
decline in interest rates so as to maximize appreciation of principal;
3. Selling one type of U.S. Government obligation and buying another when
disparities arise in the relative values of each; and
4. Changing from one U.S. Government obligation to an essentially similar U.S.
Government obligation when their respective yields are distorted due to
market factors.
These strategies may result in increases or decreases in the Fund's current
income available for distribution to Fund shareholders, and the Fund may hold
obligations which sell at moderate to substantial premiums or discounts from
face value. Moreover, if the Fund's expectations of changes in interest rates or
its evaluation of the normal yield relationship between two obligations proves
to be incorrect, the Fund's income, net asset value per share and potential
capital gain may be decreased or its potential capital loss may be increased. It
is anticipated that securities invested in by this Fund will be held by the Fund
on an average from three to five years.
While there is minimal credit risk involved in the purchase of U.S.
Government securities, as with any fixed income security the market value is
generally affected by changes in the level of interest rates. An increase in
interest rates will tend to reduce the market value of fixed income investments,
and a decline in interest rates will tend to increase their value. In addition,
while debt securities with longer maturities normally produce higher yields,
they are subject to potentially greater capital changes in market value than
obligations with shorter maturities.
The potential for appreciation in GNMAs and other MBSs, which might
otherwise be expected to occur as a result of a decline in interest rates, may
be limited or negated by increased principal prepayments of the underlying
mortgages. Prepayments of MBSs occur with increasing frequency when mortgage
rates decline because, among other reasons, mortgagors may be able to refinance
their outstanding mortgages at lower interest rates or prepay their existing
mortgages. Such prepayments would then be reinvested by the Fund at the lower
current interest rates.
While mortgages underlying GNMA certificates have a stated maturity of up
to 30 years, it has been the experience of the mortgage industry that the
average life of comparable mortgages, owing to prepayments, refinancings and
payments from foreclosures, is considerably less. Yield tables, published in
1981, utilize a 12-year average life assumption for GNMA pools of 26-30 year
mortgages, and GNMA certificates continue to be traded based on this assumption.
Recently it has been observed that mortgage pools issued at high interest rates
have experienced accelerated prepayment rates as interest rates decline, which
would result in a shorter average life than 12 years.
GLOBAL AGGRESSIVE BOND FUND
The investment objective of the Global Aggressive Bond Fund is to seek high
current income. Capital appreciation is a secondary objective. The Fund, under
normal circumstances, invests substantially all of its assets in debt securities
of issuers in the United States, developed foreign countries and emerging
markets. For purposes of its investment objective, Global Aggressive Bond Fund
considers an emerging country to be any country whose economy and market the
World Bank or United Nations considers to be emerging or developing. The Fund
may also invest in debt securities traded in any market, of companies that
derive 50% or more of their total revenue from either goods or services produced
in such emerging countries and emerging markets or sales
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made in such countries. Determinations as to eligibility will be made by
Lexington Management Corporation (the "Sub-Adviser") and MFR Advisors, Inc.
("MFR"), based on publicly available information and inquiries made to the
companies. It is possible in the future that sufficient numbers of emerging
country or emerging market debt securities would be traded on securities markets
in industrialized countries so that a major portion, if not all, of the Fund's
assets would be invested in securities traded on such markets, although such a
situation is unlikely at present.
Currently, investing in many of the emerging countries and emerging markets
is not feasible or may involve political risks. Accordingly, the Sub-Adviser
currently intends to consider investments only in those countries in which it
believes investing is feasible. The list of acceptable countries will be
reviewed by the Sub-Adviser and MFR and approved by the Board of Directors of
the Fund on a periodic basis and any additions or deletions with respect to such
list will be made in accordance with changing economic and political
circumstances involving such countries.
SELECTION OF DEBT INVESTMENTS. In determining the appropriate distribution
of investments among various countries and geographic regions for the Global
Aggressive Bond Fund, the Sub-Adviser and MFR ordinarily consider the following
factors: prospects for relative economic growth among the different countries in
which the Fund may invest; expected levels of inflation; government policies
influencing business conditions; the outlook for currency relationships; and the
range of the individual investment opportunities available to international
investors.
Although Global Aggressive Bond Fund values assets daily in terms of U.S.
dollars, the Fund does not intend to convert holdings of foreign currencies into
U.S. dollars on a daily basis. Global Aggressive Bond Fund will do so from time
to time, and investors should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference ("spread") between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to sell
a foreign currency to the Global Aggressive Bond Fund at one rate, while
offering a lesser rate of exchange should the Fund desire to sell that currency
to the dealer.
Global Aggressive Bond Fund may invest in the following types of money
market instruments (i.e., debt instruments with less than 12 months remaining
until maturity) denominated in U.S. dollars or other currencies: (a) obligations
issued or guaranteed by the U.S. or foreign governments, their agencies,
instrumentalities or municipalities; (b) obligations of international
organizations designed or supported by multiple foreign governmental entities to
promote economic reconstruction or development; (c) finance company obligations,
corporate commercial paper and other short-term commercial obligations; (d) bank
obligations (including certificates of deposit, time deposits, demand deposits
and bankers' acceptances), subject to the restriction that the Fund may not
invest 25% or more of its total assets in bank securities; (e) repurchase
agreements with respect to the foregoing; and (f) other substantially similar
short-term debt securities with comparable characteristics.
SAMURAI AND YANKEE BONDS. Subject to its fundamental investment
restrictions, Global Aggressive Bond Fund may invest in yen-denominated bonds
sold in Japan by non-Japanese issuers ("Samurai bonds"), and may invest in
dollar-denominated bonds sold in the United States by non-U.S. issuers ("Yankee
bonds"). It is the policy of Global Aggressive Bond Fund to invest in Samurai or
Yankee bond issues only after taking into account considerations of quality and
liquidity, as well as yield.
COMMERCIAL BANK OBLIGATIONS. For the purposes of Global Aggressive Bond
Fund's investment policies with respect to bank obligations, obligations of
foreign branches of U.S. banks and of foreign banks are obligations of the
issuing bank and may be general obligations of the parent bank. Such
obligations, however, may be limited by the terms of a specific obligation and
by government regulation. As with investment in non-U.S. securities in general,
investments in the obligations of foreign branches of U.S. banks and of foreign
banks may subject Global Aggressive Bond Fund to investment risks that are
different in some respect from those of investments in obligations of domestic
issuers. Although Global Aggressive Bond Fund typically will acquire obligations
issued and supported by the credit of U.S. or foreign banks having total assets
at the time of purchase in excess of $1 billion, this $1 billion figure is not a
fundamental investment policy or restriction of the Fund. For the purposes of
calculation with respect to the $1 billion figure, the assets of a bank will be
deemed to include the assets of its U.S. and non-U.S. branches.
REPURCHASE AGREEMENTS, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS.
Global Aggressive Bond Fund may invest in repurchase agreements which are
agreements by which a purchaser acquires a security and simultaneously commits
to resell that security to the seller (a bank or broker/dealer) at an agreed
upon price
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on an agreed upon date within a number of days (usually not more than seven)
from the date of purchase. Global Aggressive Bond Fund will not enter into a
repurchase agreement with a maturity of more than seven days if, as a result,
more than 15% of the value of its total net assets would be invested in such
repurchase agreements and other illiquid investments and securities for which no
readily available market exists. Repurchase agreements are discussed in more
detail under "Investment Methods and Risk Factors."
Global Aggressive Bond Fund may enter into reverse repurchase agreements. A
reverse repurchase agreement is a borrowing transaction in which the Fund
transfers possession of a security to another party, such as a bank or
broker/dealer, in return for cash, and agrees to repurchase the security in the
future at an agreed upon price, which includes an interest component. Global
Aggressive Bond Fund also may engage in "roll" borrowing transactions which
involve the Fund's sale of fixed income securities together with a commitment
(for which the Fund may receive a fee) to purchase similar, but not identical,
securities at a future date. Global Aggressive Bond Fund will maintain, in a
segregated account with a custodian, cash, U.S. government securities or other
high grade, liquid debt securities in an amount sufficient to cover its
obligation under "roll" transactions and reverse repurchase agreements.
BORROWING. Global Aggressive Bond Fund is prohibited from borrowing money
in order to purchase securities. Global Aggressive Bond Fund may borrow up to 5%
of its total assets for temporary or emergency purposes other than to meet
redemptions. See the discussion of borrowing under "Investment Methods and Risk
Factors."
SHORT SALES. Global Aggressive Bond Fund is authorized to make short sales
of securities, although it has no current intention of doing so. A short sale is
a transaction in which the Fund sells a security in anticipation that the market
price of that security will decline. Global Aggressive Bond Fund may make short
sales as a form of hedging to offset potential declines in long positions in
securities it owns and in order to maintain portfolio flexibility. Global
Aggressive Bond Fund only may make short sales "against the box." In this type
of short sale, at the time of the sale, Global Aggressive Bond Fund owns the
security it has sold short or has the immediate and unconditional right to
acquire the identical security at no additional cost.
In a short sale, the seller does not immediately deliver the securities
sold and does not receive the proceeds from the sale. To make delivery to the
purchaser, the executing broker borrows the securities being sold short on
behalf of the seller. The seller is said to have a short position in the
securities sold until it delivers the securities sold, at which time it receives
the proceeds of the sale. To secure its obligation to deliver securities sold
short, Global Aggressive Bond Fund will deposit in a separate account with its
custodian an equal amount of the securities sold short or securities convertible
into or exchangeable for such securities at no cost. Global Aggressive Bond Fund
could close out a short position by purchasing and delivering an equal amount of
the securities sold short, rather than by delivering securities already held by
the Fund, because the Fund might want to continue to receive interest and
dividend payments on securities in its portfolio that are convertible into the
securities sold short.
Global Aggressive Bond Fund might make a short sale "against the box" in
order to hedge against market risks when the Sub-Adviser and MFR believes that
the price of a security may decline, causing a decline in the value of a
security owned by the Fund or a security convertible into or exchangeable for
such security, or when the Sub-Adviser and MFR want to sell the security the
Fund owns at a current attractive price, but also wishes to defer recognition or
gain or loss for federal income tax purposes and for purposes of satisfying
certain tests applicable to regulated investment companies under the Internal
Revenue Code of 1986, as amended (the "Code"). In such case, any future losses
in Global Aggressive Bond Fund's long position should be reduced by a gain in
the short position. Conversely, any gain in the long position should be reduced
by a loss in the short position. The extent to which such gains or losses in the
long position are reduced will depend upon the amount of the securities sold
short relative to the amount of the securities Global Aggressive Bond Fund owns,
either directly or indirectly, and, in the case where a Fund owns convertible
securities, changes in the investment values or conversion premiums of such
securities. There will be certain additional transaction costs associated with
short sales "against the box," but Global Aggressive Bond Fund will endeavor to
offset these costs with income from the investment of the cash proceeds of short
sales.
ILLIQUID SECURITIES. Global Aggressive Bond Fund may invest up to 15% of
total net assets in illiquid securities. Securities may be considered illiquid
if Global Aggressive Bond Fund cannot reasonably expect to receive approximately
the amount at which the Fund values such securities within seven days. The sale
of illiquid securities, if they can be sold at all, generally will require more
time and result in higher brokerage charges or
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dealer discounts and other selling expenses than will the sale of liquid
securities, such as securities eligible for trading on U.S. securities exchanges
or in the over-the-counter markets. Moreover, restricted securities, which may
be illiquid for purposes of this limitation often sell, if at all, at a price
lower than similar securities that are not subject to restrictions on resale.
With respect to liquidity determinations generally, the Fund's Board of
Directors has the ultimate responsibility for determining whether specific
securities, including restricted securities pursuant to Rule 144A under the
Securities Act of 1933, are liquid or illiquid. The Fund's Board has delegated
the function of making day-to-day determinations of liquidity to the Investment
Manager in accordance with procedures approved by the Fund's Board of Directors.
The Investment Manager takes into account a number of factors in reaching
liquidity decisions, including, but not limited to: (i) the frequency of trades
and quotes; (ii) the number of dealers and potential purchasers; (iii) the
number of dealers that have undertaken to make a market in the security; and
(iv) the nature of the security and how trading is effected (e.g., the time
needed to sell the security, how offers are solicited and the mechanics of
transfer). The Investment Manager will monitor the liquidity of securities held
by the Fund and report periodically on such decisions to the Board of Directors.
DERIVATIVE INSTRUMENTS: OPTIONS, FUTURES AND FORWARD CURRENCY STRATEGIES
WRITING COVERED CALL OPTIONS. Global Aggressive Bond Fund may write (sell)
covered call options. Covered call options generally will be written on
securities and currencies which, in the opinion of the Sub-Adviser and MFR are
not expected to make any major price moves in the near future but which, over
the long term, are deemed to be attractive investments for Global Aggressive
Bond Fund.
A call option gives the holder (buyer) the right to purchase a security or
currency at a specified price (the exercise price) at any time until a certain
date (the expiration date). So long as the obligation of the writer of a call
option continues, he may be assigned an exercise notice by the broker/dealer
through whom such option was sold, requiring him to deliver the underlying
security or currency against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing purchase transaction by purchasing an option
identical to that previously sold. The Sub-Adviser, MFR and Global Aggressive
Bond Fund believe that writing of covered call options is less risky than
writing uncovered or "naked" options, which the Fund will not do.
Portfolio securities or currencies on which call options may be written
will be purchased solely on the basis of investment considerations consistent
with the Fund's investment objectives. When writing a covered call option,
Global Aggressive Bond Fund in return for the premium gives up the opportunity
for profit from a price increase in the underlying security or currency above
the exercise price, and retains the risk of loss should the price of the
security or currency decline. Unlike one who owns securities or currencies not
subject to an option, Global Aggressive Bond Fund has no control over when it
may be required to sell the underlying securities or currencies, since the
option may be exercised at any time prior to the option's expiration. If a call
option which Global Aggressive Bond Fund has written expires, the Fund will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying security or currency during the
option period. If the call option is exercised, Global Aggressive Bond Fund will
realize a gain or loss from the sale of the underlying security or currency.
The premium which Global Aggressive Bond Fund receives for writing a call
option is deemed to constitute the market value of an option. The premium the
Fund will receive from writing a call option will reflect, among other things,
the current market price of the underlying security or currency, the
relationship of the exercise price to such market price, the historical price
volatility of the underlying security or currency, and the length of the option
period. In determining whether a particular call option should be written on a
particular security or currency, the Sub-Adviser and MFR will consider the
reasonableness of the anticipated premium and the likelihood that a liquid
secondary market will exist for those options. The premium received by Global
Aggressive Bond Fund for writing covered call options will be recorded as a
liability in the Fund's statement of assets and liabilities. This liability will
be adjusted daily to the option's current market value, which will be the latest
sales price at the time which the net asset value per share of Global Aggressive
Bond Fund is computed at the close of regular trading on the NYSE (currently,
3:00 p.m. Central time, unless weather, equipment failure or other factors
contribute to an earlier closing time), or, in the absence of such sale, the
latest asked price. The liability will be extinguished upon expiration of the
option, the purchase of an identical option in a closing transaction, or
delivery of the underlying security or currency upon the exercise of the option.
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Closing transactions will be effected in order to realize a profit on an
outstanding call option, to prevent an underlying security or currency from
being called, or to permit the sale of the underlying security or currency.
Furthermore, effecting a closing transaction will permit Global Aggressive Bond
Fund to write another call option on the underlying security or currency with
either a different exercise price, expiration date or both. If Global Aggressive
Bond Fund desires to sell a particular security or currency from its portfolio
on which it has written a call option, or purchased a put option, it will seek
to effect a closing transaction prior to, or concurrently with, the sale of the
security or currency. There is no assurance that Global Aggressive Bond Fund
will be able to effect such closing transactions at favorable prices. If Global
Aggressive Bond Fund cannot enter into such a transaction, it may be required to
hold a security or currency that it might otherwise have sold, in which case it
would continue to be at market risk with respect to the security or currency.
Global Aggressive Bond Fund will pay transaction costs in connection with
the writing of options and in entering into closing purchase contracts.
Transaction costs relating to options activity normally are higher than those
applicable to purchases and sales of portfolio securities.
Call options written by Global Aggressive Bond Fund normally will have
expiration dates of less than nine months from the date written. The exercise
price of the options may be below, equal to or above the current market values
of the underlying securities or currencies at the time the options are written.
From time to time, Global Aggressive Bond Fund may purchase an underlying
security or currency for delivery in accordance with the exercise of an option,
rather than delivering such security or currency from its portfolio. In such
cases, additional costs will be incurred.
Global Aggressive Bond Fund will realize a profit or loss from a closing
purchase transaction if the cost of the transaction is less or more,
respectively, than the premium received from the writing of the option. Because
increases in the market price of a call option generally will reflect increases
in the market price of the underlying security or currency, any loss resulting
from the repurchase of a call option is likely to be offset in whole or in part
by appreciation of the underlying security or currency owned by the Fund.
WRITING COVERED PUT OPTIONS. Global Aggressive Bond Fund may write covered
put options. A put option gives the purchaser of the option the right to sell,
and the writer (seller) the obligation to buy, the underlying security or
currency at the exercise price during the option period. The option may be
exercised at any time prior to its expiration date. The operation of put options
in other respects, including their related risks and rewards, is substantially
identical to that of call options.
Global Aggressive Bond Fund would write put options only on a covered
basis, which means that the Fund would either (i) set aside cash, cash
equivalents, U.S. Government securities or other high grade, liquid debt
securities in an amount not less than the exercise price at all times while the
put option is outstanding (the rules of the Options Clearing Corporation
currently require that such assets be deposited in escrow to secure payment of
the exercise price), (ii) sell short the security or currency underlying the put
option at the same or higher price than the exercise price of the put option, or
(iii) purchase a put option, if the exercise price of the purchased put option
is the same or higher than the exercise price of the put option sold by the
Fund. Global Aggressive Bond Fund generally would write covered put options in
circumstances where the Sub-Adviser and MFR wish to purchase the underlying
security or currency for the Fund's portfolio at a price lower than the current
market price of the security or currency. In such event, Global Aggressive Bond
Fund would write a put option at an exercise price which, reduced by the premium
received on the option, reflects the lower price it is willing to pay. Since
Global Aggressive Bond Fund also would receive interest on debt securities or
currencies maintained to cover the exercise price of the option, this technique
could be used to enhance current return during periods of market uncertainty.
The risk in such a transaction would be that the market price of the underlying
security or currency would decline below the exercise price less the premiums
received.
PURCHASING PUT OPTIONS. Global Aggressive Bond Fund may purchase put
options. As the holder of a put option, Global Aggressive Bond Fund would have
the right to sell the underlying security or currency at the exercise price at
any time during the option period. Global Aggressive Bond Fund may enter into
closing sale transactions with respect to such options, exercise them or permit
them to expire.
Global Aggressive Bond Fund may purchase a put option on an underlying
security or currency ("protective put") owned by the Fund as a hedging technique
in order to protect against an anticipated decline in the value of the security
or currency. Such hedge protection is provided only during the life of the put
option when Global Aggressive Bond Fund, as the holder of the put option, is
able to sell the underlying security or currency at the put exercise price
regardless of any decline in the underlying security's market price or
currency's exchange value.
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For example, a put option may be purchased in order to protect unrealized
appreciation of a security or currency when the Sub-Adviser and MFR deem it
desirable to continue to hold the security or currency because of tax
considerations. The premium paid for the put option and any transaction costs
would reduce any capital gain otherwise available for distribution when the
security or currency eventually is sold.
Global Aggressive Bond Fund also may purchase put options at a time when
the Fund does not own the underlying security or currency. By purchasing put
options on a security or currency it does not own, Global Aggressive Bond Fund
seeks to benefit from a decline in the market price of the underlying security
or currency. If the put option is not sold when it has remaining value, and if
the market price of the underlying security or currency remains equal to or
greater than the exercise price during the life of the put option, Global
Aggressive Bond Fund will lose its entire investment in the put option. In order
for the purchase of a put option to be profitable, the market price of the
underlying security or currency must decline sufficiently below the exercise
price to cover the premium and transaction cost, unless the put option is sold
in a closing sale transaction.
The premium paid by Global Aggressive Bond Fund when purchasing a put
option will be recorded as an asset in the Fund' statement of assets and
liabilities. This asset will be adjusted daily to the option's current market
value, which will be the latest sale price at the time at which the net asset
value per share of Global Aggressive Bond Fund is computed (at the close of
regular trading on the NYSE), or, in the absence of such sale, the latest bid
price. The asset will be extinguished upon expiration of the option, the writing
of an identical option in a closing transaction, or the delivery of the
underlying security or currency upon the exercise of the option.
PURCHASING CALL OPTIONS. Global Aggressive Bond Fund may purchase call
options. As the holder of a call option, Global Aggressive Bond Fund would have
the right to purchase the underlying security or currency at the exercise price
at any time during the option period. Global Aggressive Bond Fund may enter into
closing sale transactions with respect to such options, exercise them or permit
them to expire. Call options may be purchased by Global Aggressive Bond Fund for
the purpose of acquiring the underlying security or currency for its portfolio.
Utilized in this fashion, the purchase of call options would enable Global
Aggressive Bond Fund to acquire the security or currency at the exercise price
of the call option plus the premium paid. At times, the net cost of acquiring
the security or currency in this manner may be less than the cost of acquiring
the security or currency directly. This technique also may be useful to Global
Aggressive Bond Fund in purchasing a large block of securities that would be
more difficult to acquire by direct market purchases. So long as it holds such a
call option rather than the underlying security or currency itself, Global
Aggressive Bond Fund is partially protected from any unexpected decline in the
market price of the underlying security or currency and in such event could
allow the call option to expire, incurring a loss only to the extent of the
premium paid for the option.
Global Aggressive Bond Fund also may purchase call options on underlying
securities or currencies it owns in order to protect unrealized gains on call
options previously written by it. A call option would be purchased for this
purpose where tax considerations make it inadvisable to realize such gains
through a closing purchase transaction. Call options also may be purchased at
times to avoid realizing losses that would result in a reduction of Global
Aggressive Bond Fund's current return. For example, where Global Aggressive Bond
Fund has written a call option on an underlying security or currency having a
current market value below the price at which such security or currency was
purchased by the Fund, an increase in the market price could result in the
exercise of the call option written by the Fund and the realization of a loss on
the underlying security or currency with the same exercise price and expiration
date as the option previously written.
Aggregate premiums paid for put and call options will not exceed 5% of
Global Aggressive Bond Fund's total assets at the time of purchase.
Global Aggressive Bond Fund may attempt to accomplish objectives similar to
those involved in using Forward Contracts (defined below), as described in the
Prospectus, by purchasing put or call options on currencies. A put option gives
Global Aggressive Bond Fund as purchaser the right (but not the obligation) to
sell a specified amount of currency at the exercise price until the expiration
of the option. A call option gives Global Aggressive Bond Fund as purchaser the
right (but not the obligation) to purchase a specified amount of currency at the
exercise price until its expiration. The Fund might purchase a currency put
option, for example, to protect itself during the contract period against a
decline in the dollar value of a currency in which it holds or anticipates
holding securities. If the currency's value should decline against the dollar,
the loss in currency value should be offset, in whole or in part, by an increase
in the value of the put. If the value of the currency instead should rise
against the dollar, any gain to Global Aggressive Bond Fund would be reduced by
the premium it had paid for the put option. A currency
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call option might be purchased, for example, in anticipation of, or to protect
against, a rise in the value against the dollar of a currency in which the Fund
anticipates purchasing securities.
Currency options may be either listed on an exchange or traded
over-the-counter ("OTC options"). Listed options are third-party contracts
(i.e., performance of the obligations of the purchaser and seller is guaranteed
by the exchange or clearing corporation), and have standardized strike prices
and expiration dates. OTC options are two-party contracts with negotiated strike
prices and expiration dates. The Securities and Exchange Commission ("SEC")
staff considers OTC options and their cover to be illiquid securities. Global
Aggressive Bond Fund will not purchase an OTC option unless the Fund believes
that daily valuations for such options are readily obtainable. OTC options
differ from exchange-traded options in that OTC options are transacted with
dealers directly and not through a clearing corporation (which guarantees
performance). Consequently, there is a risk of non-performance by the dealer.
Since no exchange is involved, OTC options are valued on the basis of a quote
provided by the dealer. In the case of OTC options, there can be no assurance
that a liquid secondary market will exist for any particular option at any
specific time.
INTEREST RATE AND CURRENCY FUTURES CONTRACTS. Global Aggressive Bond Fund
may enter into interest rate or currency futures contracts ("Futures" or
"Futures Contracts") as a hedge against changes in prevailing levels of interest
rates or currency exchange rates in order to establish more definitely the
effective return on securities or currencies held or intended to be acquired by
the Fund. Global Aggressive Bond Fund's hedging may include sales of Futures as
an offset against the effect of expected increases in interest rates or currency
exchange rates, and purchases of Futures as an offset against the effect of
expected declines in interest rates or currency exchange rates.
Global Aggressive Bond Fund will not enter into Futures Contracts for
speculation and the Fund only will enter into Futures Contracts which are traded
on national futures exchanges and are standardized as to maturity date and
underlying financial instrument. The principal interest rate and currency
Futures exchanges in the United States are the Board of Trade of the City of
Chicago and the Chicago Mercantile Exchange. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
Although techniques other than sales and purchases of Futures Contracts
could be used to reduce Global Aggressive Bond Fund's exposure to interest rate
and currency exchange rate fluctuations, the Fund may be able to hedge exposure
more effectively and at a lower cost through using Futures Contracts.
Global Aggressive Bond Fund will not enter into a Futures Contract if, as a
result thereof, more than 5% of the Fund's total assets (taken at market value
at the time of entering into the contract) would be committed to "margin" (down
payment) deposits on such Futures Contracts.
A Futures Contract provides for the future sale by one party and purchase
by another party of a specified amount of a specific financial instrument (debt
security or currency) for a specified price at a designated date, time and
place. Brokerage fees are incurred when a Futures Contract is bought or sold,
and margin deposits must be maintained at all times the Futures Contract is
outstanding.
Although Futures Contracts typically require future delivery of and payment
for financial instruments or currencies, Futures Contracts usually are closed
out before the delivery date. Closing out an open Futures Contract sale or
purchase is effected by entering into an offsetting Futures Contract purchase or
sale, respectively, for the same aggregate amount of the identical financial
instrument or currency and the same delivery date. If the offsetting purchase
price is less than the original sale price, Global Aggressive Bond Fund realizes
a gain; if it is more, the Fund realizes a loss. Conversely, if the offsetting
sale price is more than the original purchase price, Global Aggressive Bond Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction costs
also must be included in these calculations. There can be no assurance, however,
that Global Aggressive Bond Fund will be able to enter into an offsetting
transaction with respect to a particular Futures Contract at a particular time.
If Global Aggressive Bond Fund is not able to enter into an offsetting
transaction, the Fund will continue to be required to maintain the margin
deposits on the Futures Contract.
As an example of an offsetting transaction, the contractual obligations
arising from the sale of one Futures Contract of October Deutschemarks on an
exchange may be fulfilled at any time before delivery under the Futures Contract
is required (i.e., on a specified date in October, the "delivery month") by the
purchase of another Futures Contract of October Deutschemarks on the same
exchange. In such instance, the difference between the price at which the
Futures Contract was sold and the price paid for the offsetting purchase, after
allowance for transaction costs, represents the profit or loss to Global
Aggressive Bond Fund.
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Persons who trade in Futures Contracts may be broadly classified as
"hedgers" and "speculators." Hedgers, such as Global Aggressive Bond Fund, whose
business activity involves investment or other commitment in securities or other
obligations, use the Futures markets primarily to offset unfavorable changes in
value that may occur because of fluctuations in the value of the securities and
obligations held or expected to be acquired by them or fluctuations in the value
of the currency in which the securities or obligations are denominated. Debtors
and other obligors also may hedge the interest cost of their obligations. The
speculator, like the hedger, generally expects neither to deliver nor to receive
the financial instrument underlying the Futures Contract, but, unlike the
hedger, hopes to profit from fluctuations in prevailing interest rates or
currency exchange rates.
Global Aggressive Bond Fund's Futures transactions will be entered into for
traditional hedging purposes; that is, Futures Contracts will be sold to protect
against a decline in the price of securities or currencies that the Fund owns,
or Futures Contracts will be purchased to protect the Fund against an increase
in the price of securities or currencies it has committed to purchase or expects
to purchase.
"Margin" with respect to Futures Contracts is the amount of funds that must
be deposited by Global Aggressive Bond Fund, in a segregated account with the
Fund's custodian, in order to initiate Futures trading and to maintain the
Fund's open positions in Futures Contracts. A margin deposit made when the
Futures Contract is entered into ("initial margin") is intended to assure Global
Aggressive Bond Fund's performance of the Futures Contract. The margin required
for a particular Futures Contract is set by the exchange on which the Futures
Contract is traded, and may be modified significantly from time to time by the
exchange during the term of the Futures Contract. Futures Contracts customarily
are purchased and sold on margins that may range upward from less than 5% of the
value of the Futures Contract being traded.
If the price of an open Futures Contract changes (by increase in the case
of a sale or by decrease in the case of a purchase) so that the loss on the
Futures Contract reaches a point at which the margin on deposit does not satisfy
margin requirements, the broker will require an increase in the margin deposit
("margin variation"). If the value of a position increases because of favorable
price changes in the Futures Contract so that the margin deposit exceeds the
required margin, however, the broker will pay the excess to Global Aggressive
Bond Fund. In computing daily net asset values, the Fund will mark to market the
current value of its open Futures Contracts. Global Aggressive Bond Fund expects
to earn interest income on its margin deposits.
RISKS OF USING FUTURES CONTRACTS. The prices of Futures Contracts are
volatile and are influenced, among other things, by actual and anticipated
changes in interest rates, which in turn are affected by fiscal and monetary
policies and national and international political and economic events.
There is a risk of imperfect correlation between changes in prices of
Futures Contracts and prices of the securities or currencies in Global
Aggressive Bond Fund's portfolio being hedged. The degree of imperfection of
correlation depends upon circumstances such as: variations in speculative market
demand for Futures and for debt securities or currencies, including technical
influences in Futures trading; and differences between the financial instruments
being hedged and the instruments underlying the standard Futures Contracts
available for trading, with respect to interest rate levels, maturities, and
creditworthiness of issuers. A decision of whether, when, and how to hedge
involves skill and judgment, and even a well-conceived hedge may be unsuccessful
to some degree because of unexpected market behavior or interest rate trends.
Because of the low margin deposits required, Futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the Futures Contract is deposited as margin, a subsequent 10%
decrease in the value of the Futures Contract would result in a total loss of
the margin deposit, before any deduction for the transaction costs, if the
account were then closed out. A 15% decrease would result in a loss of 150% of
the original margin deposit, if the Contract were closed out. Thus, a purchase
or sale of a Futures Contract may result in losses in excess of the amount
invested in the Futures Contract. However, Global Aggressive Bond Fund
presumably would have sustained comparable losses if, instead of the Futures
Contract, it had invested in the underlying financial instrument and sold it
after the decline.
Furthermore, in the case of a Futures Contract purchase, in order to be
certain that Global Aggressive Bond Fund has sufficient assets to satisfy its
obligations under a Futures Contract, the Fund sets aside and commits to back
the Futures Contract an amount of cash, cash equivalents, U.S. Government
securities and other high grade, liquid debt securities equal in value to the
current value of the underlying instrument less margin deposit.
In the case of a Futures contract sale, Global Aggressive Bond Fund either
will set aside amounts, as in the case of a Futures Contract purchase, own the
security underlying the contract or hold a call option permitting the
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Fund to purchase the same Futures Contract at a price no higher than the
contract price. Assets used as cover cannot be sold while the position in the
corresponding Futures Contract is open, unless they are replaced with similar
assets. As a result, the commitment of a significant portion of Global
Aggressive Bond Fund's assets to cover could impede portfolio management or the
Fund's ability to meet redemption requests or other current obligations.
Most U.S. Futures exchanges limit the amount of fluctuation permitted in
Futures Contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a Futures Contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of Futures Contract,
no trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures Contract prices occasionally have moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of Futures positions and subjecting some
Futures traders to substantial losses.
OPTIONS ON FUTURES CONTRACTS. Options on Futures Contracts are similar to
options on securities or currencies except that options on Futures Contracts
give the purchaser the right, in return for the premium paid, to assume a
position in a Futures Contract (a long position if the option is a call and a
short position if the option is a put), rather than to purchase or sell the
Futures Contract, at a specified exercise price at any time during the period of
the option. Upon exercise of the option, the delivery of the Futures position by
the writer of the option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writer's Futures margin account which
represents the amount by which the market price of the Futures Contract, at
exercise, exceeds (in the case of a call) or is less than (in the case of a put)
the exercise price of the option on the Futures Contract. If an option is
exercised on the last trading day prior to the expiration date of the option,
the settlement will be made entirely in cash equal to the difference between the
exercise price of the option and the closing level of the securities, currencies
or index upon which the Futures Contracts are based on the expiration date.
Purchasers of options who fail to exercise their options prior to the exercise
date suffer a loss of the premium paid.
As an alternative to purchasing call and put options on Futures, Global
Aggressive Bond Fund may purchase call and put options on the underlying
securities or currencies themselves. Such options would be used in a manner
identical to the use of options on Futures Contracts.
To reduce or eliminate the leverage then employed by Global Aggressive Bond
Fund, or to reduce or eliminate the hedge position then currently held by the
Fund, the Fund may seek to close out an option position by selling an option
covering the same securities or contract and having the same exercise price and
expiration date. Trading in options on Futures Contracts began relatively
recently. The ability to establish and close out positions on such options will
be subject to the development and maintenance of a liquid secondary market. It
is not certain that this market will develop.
FORWARD CURRENCY CONTRACTS AND OPTIONS ON CURRENCY. A forward currency
contract ("Forward Contract") is an obligation, generally arranged with a
commercial bank or other currency dealer, to purchase or sell a currency against
another currency at a future date and price as agreed upon by the parties.
Global Aggressive Bond Fund may accept or make delivery of the currency at the
maturity of the Forward Contract or, prior to maturity, enter into a closing
transaction involving the purchase or sale of an offsetting contract. Global
Aggressive Bond Fund will utilize Forward Contracts only on a covered basis.
Global Aggressive Bond Fund engages in forward currency transactions in
anticipation of, or to protect itself against, fluctuations in exchange rates.
Global Aggressive Bond Fund might sell a particular foreign currency forward,
for example, when it holds bonds denominated in a foreign currency but
anticipates, and seeks to be protected against, a decline in the currency
against the U.S. dollar. Similarly, Global Aggressive Bond Fund might sell the
U.S. dollar forward when it holds bonds denominated in U.S. dollars but
anticipates, and seeks to be protected against, a decline in the U.S. dollar
relative to other currencies. Further, Global Aggressive Bond Fund might
purchase a currency forward to "lock in" the price of securities denominated in
that currency which it anticipates purchasing.
Forward Contracts are transferable in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A Forward Contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. Global Aggressive Bond Fund
will enter into such Forward Contracts with major U.S. or foreign banks and
securities or currency dealers in accordance with guidelines approved by the
Fund's Board of Directors.
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Global Aggressive Bond Fund may enter into Forward Contracts either with
respect to specific transactions or with respect to the Fund's portfolio
positions. The precise matching of the Forward Contract amounts and the value of
specific securities generally will not be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the Forward Contract
is entered into and the date it matures. Accordingly, it may be necessary for
Global Aggressive Bond Fund to purchase additional foreign currency on the spot
(i.e., cash) market (and bear the expense of such purchase) if the market value
of the security is less than the amount of foreign currency the Fund is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot market some of the foreign currency Global Aggressive Bond Fund is
obligated to deliver. The projection of short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Forward Contracts involve the risk that
anticipated currency movements will not be predicted accurately, causing Global
Aggressive Bond Fund to sustain losses on these Contracts and transaction costs.
Forward Contracts may be considered illiquid investments.
At or before the maturity of a Forward Contract requiring the Fund to sell
a currency, Global Aggressive Bond Fund either may sell a portfolio security and
use the sale proceeds to make delivery of the currency or retain the security
and offset its contractual obligation to deliver the currency by purchasing a
second contract pursuant to which the Fund will obtain, on the same maturity
date, the same amount of the currency which it is obligated to deliver.
Similarly, Global Aggressive Bond Fund may close out a Forward Contract
requiring it to purchase a specified currency by entering into a second Contract
entitling it to sell the same amount of the same currency on the maturity date
of the first Contract. Global Aggressive Bond Fund would realize a gain or loss
as a result of entering into such an offsetting Forward Contract under either
circumstance to the extent the exchange rate or rates between the currencies
involved moved between the execution dates of the first Contract and the
offsetting Contract.
The cost to Global Aggressive Bond Fund of engaging in Forward Contracts
varies with factors such as the currencies involved, the length of the contract
period and the market conditions then prevailing. Because Forward Contracts
usually are entered into on a principal basis, no fees or commissions are
involved. The use of Forward Contracts does not eliminate fluctuations in the
prices of the underlying securities the Fund owns or intends to acquire, but it
does establish a rate of exchange in advance. In addition, while Forward
Contracts limit the risk of loss due to a decline in the value of the hedged
currencies, they also limit any potential gain that might result should the
value of the currencies increase. Although Forward Contracts presently are not
regulated by the CFTC, the CFTC, in the future, may assert authority to regulate
Forward Contracts. In that event, Global Aggressive Bond Fund's ability to
utilize Forward Contracts in the manner set forth above may be restricted.
INTEREST RATE AND CURRENCY SWAPS. Global Aggressive Bond Fund usually will
enter into interest rate swaps on a net basis if the contract so provides, that
is, the two payment streams are netted out in a cash settlement on the payment
date or dates specified in the instrument, with the Fund receiving or paying, as
the case may be, only the net amount of the two payments. Inasmuch as swaps,
caps, floors and collars are entered into for good faith hedging purposes, the
Sub-Adviser, MFR and Global Aggressive Bond Fund believe that they do not
constitute senior securities under the 1940 Act if appropriately covered and,
thus, will not treat them as being subject to the Fund's borrowing restrictions.
Global Aggressive Bond Fund will not enter into any swap, cap, floor, collar or
other derivative transaction unless, at the time of entering into the
transaction, the unsecured long-term debt rating of the counterparty combined
with any credit enhancements is rated at least A by Moody's or S&P or has an
equivalent rating from a nationally recognized statistical rating organization
or is determined to be of equivalent credit quality by the Sub-Adviser and MFR.
If a counterparty defaults, Global Aggressive Bond Fund may have contractual
remedies pursuant to the agreements related to the transactions. The swap market
has grown substantially in recent years, with a large number of banks and
investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps, floors and collars are more recent innovations for
which standardized documentation has not yet been fully developed and, for that
reason, they are less liquid than swaps.
RISK FACTORS
EMERGING COUNTRIES. Global Aggressive Bond Fund may invest in debt
securities in emerging markets. Investing in securities in emerging countries
may entail greater risks than investing in debt securities in developed
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countries. These risks include (i) less social, political and economic
stability; (ii) the small current size of the markets for such securities and
the currently low or nonexistent volume of trading, which result in a lack of
liquidity and in greater price volatility; (iii) certain national policies which
may restrict the Fund's investment opportunities, including restrictions on
investment in issuers or industries deemed sensitive to national interests; (iv)
foreign taxation; and (v) the absence of developed structures governing private
or foreign investment or allowing for judicial redress for injury to private
property.
POLITICAL AND ECONOMIC RISKS. Investing in securities of non-U.S. companies
may entail additional risks due to the potential political and economic
instability of certain countries and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign
investment and on repatriation of capital invested. In the event of such
expropriation, nationalization or other confiscation by any country, the Fund
could lose its entire investment in any such country.
An investment in Global Aggressive Bond Fund is subject to the political
and economic risks associated with investments in emerging markets. Even though
opportunities for investment may exist in emerging markets, any change in the
leadership or policies of the governments of those countries or in the
leadership or policies of any other government which exercises a significant
influence over those countries, may halt the expansion of or reverse the
liberalization of foreign investment policies now occurring and thereby
eliminate any investment opportunities which may currently exist.
Investors should note that upon the accession to power of authoritarian
regimes, the governments of a number of emerging market countries previously
expropriated large quantities of real and personal property similar to the
property which will be represented by the securities purchased by Global
Aggressive Bond Fund. The claims of property owners against those governments
were never finally settled. There can be no assurance that any property
represented by securities purchased by Global Aggressive Bond Fund will not also
be expropriated, nationalized, or otherwise confiscated. If such confiscation
were to occur, the Fund could lose a substantial portion of its investments in
such countries. Global Aggressive Bond Fund's investments would similarly be
adversely affected by exchange control regulation in any of those countries.
RELIGIOUS AND ETHNIC INSTABILITY. Certain countries in which Global
Aggressive Bond Fund may invest may have vocal minorities that advocate radical
religious or revolutionary philosophies or support ethnic independence. Any
disturbance on the part of such individuals could carry the potential for
wide-spread destruction or confiscation of property owned by individuals and
entities foreign to such country and could cause the loss of Global Aggressive
Bond Fund's investment in those countries.
FOREIGN INVESTMENT RESTRICTIONS. Certain countries prohibit or impose
substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as Global Aggressive Bond Fund.
As illustrations, certain countries require governmental approval prior to
investments by foreign persons, or limit the amount of investment by foreign
persons in a particular company, or limit the investments by foreign persons to
only a specific class of securities of a company that may have less advantageous
terms than securities of the company available for purchase by nationals.
Moreover, the national policies of certain countries may restrict investment
opportunities in issuers or industries deemed sensitive to national interests.
In addition, some countries require governmental approval for the repatriation
of investment income, capital or the proceeds of securities sales by foreign
investors. Global Aggressive Bond Fund could be adversely affected by delays in,
or a refusal to grant, any required governmental approval for repatriation, as
well as by the application to it of other restrictions on investments.
NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL REGULATION.
Foreign companies are subject to accounting, auditing and financial standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. companies. In particular, the assets, liabilities and profits appearing
on the financial statements of such a company may not reflect its financial
position or results of operations in the way they would be reflected had such
financial statements been prepared in accordance with U.S. generally accepted
accounting principles. Most of the securities held by Global Aggressive Bond
Fund will not be registered with the SEC or regulators of any foreign country,
nor will the issuers thereof be subject to the SEC's reporting requirements.
Thus, there will be less available information concerning foreign issuers of
securities held by Global Aggressive Bond Fund than is available concerning U.S.
issuers. In instances where the financial statements of an issuer are not deemed
to reflect accurately the financial situation of the issuer, the Sub-Adviser and
MFR will take appropriate steps to evaluate the proposed investment, which may
include on-site inspection of the issuer, interviews with its management and
consultations with accountants, bankers and other specialists. There is
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substantially less publicly available information about foreign companies than
there are reports and ratings published about U.S. companies and the U.S.
Government. In addition, where public information is available, it may be less
reliable than such information regarding U.S. issuers.
CURRENCY FLUCTUATIONS. Because Global Aggressive Bond Fund, under normal
circumstances, may invest substantial portions of its total assets in the
securities of foreign issuers which are denominated in foreign currencies, the
strength or weakness of the U.S. dollar against such foreign currencies will
account for part of the Fund's investment performance. A decline in the value of
any particular currency against the U.S. dollar will cause a decline in the U.S.
dollar value of Global Aggressive Bond Fund's holdings of securities denominated
in such currency and, therefore, will cause an overall decline in the Fund's net
asset value and any net investment income and capital gains to be distributed in
U.S. dollars to shareholders of the Fund.
The rate of exchange between the U.S. dollar and other currencies is
determined by several factors including the supply and demand for particular
currencies, central bank efforts to support particular currencies, the movement
of interest rates, the pace of business activity in certain other countries and
the U.S., and other economic and financial conditions affecting the world
economy.
Although Global Aggressive Bond Fund values its assets daily in terms of
U.S. dollars, the Fund does not intend to convert holdings of foreign currencies
into U.S. dollars on a daily basis. Global Aggressive Bond Fund will do so from
time to time, and investors should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference ("spread") between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to sell
a foreign currency to Global Aggressive Bond Fund at one rate, while offering a
lesser rate of exchange should the Fund desire to sell that currency to the
dealer.
ADVERSE MARKET CHARACTERISTICS. Securities of many foreign issuers may be
less liquid and their prices more volatile than securities of comparable U.S.
issuers. In addition, foreign securities exchanges and brokers generally are
subject to less governmental supervision and regulation than in the U.S. and
foreign securities exchange transactions usually are subject to fixed
commissions, which generally are higher than negotiated commissions on U.S.
transactions. In addition, foreign securities exchange transactions may be
subject to difficulties associated with the settlement of such transactions.
Delays in settlement could result in temporary periods when assets of Global
Aggressive Bond Fund are uninvested and no return is earned thereon. The
inability of Global Aggressive Bond Fund to make intended security purchases due
to settlement problems could cause it to miss attractive opportunities.
Inability to dispose of a portfolio security due to settlement problems either
could result in losses to Global Aggressive Bond Fund due to subsequent declines
in value of the portfolio security or, if the Fund has entered into a contract
to sell the security, could result in possible liability to the purchaser. The
Sub-Adviser and MFR will consider such difficulties when determining the
allocation of the Fund's assets, although the Sub-Adviser and MFR do not believe
that such difficulties will have a material adverse effect on the Fund's
portfolio trading activities.
NON-U.S. WITHHOLDING TAXES. Global Aggressive Bond Fund's income and gains
from foreign issuers may be subject to non-U.S. withholding or other taxes,
thereby reducing the Fund's income and gains.
SECURITY TAX-EXEMPT FUND
The investment objective of Tax-Exempt Fund is to obtain as high a level of
interest income exempt from federal income taxes as is consistent with
preservation of stockholders' capital. Tax-Exempt Fund attempts to achieve its
objective by investing primarily in debt securities, the interest on which is
exempt from federal income taxes under the Internal Revenue Code including the
alternative minimum tax. There is no assurance that Tax-Exempt Fund's objective
will be achieved. Although there is no present intention to do so, the Fund's
investment objective may be changed by the Board of Directors without
stockholder approval.
The tax-exempt securities in which Tax-Exempt Fund invests include debt
obligations issued by or on behalf of the states, territories and possessions of
the United States, the District of Columbia, and their political subdivisions,
agencies, authorities and instrumentalities, including multi-state agencies or
authorities. These securities are referred to as "municipal securities" and are
described in more detail below.
Tax-Exempt Fund's investments in municipal securities are limited to
securities of "investment grade" quality, that is securities rated within the
four highest rating categories of Moody's (Aaa, Aa, A, Baa) or S&P (AAA, AA, A,
BBB), except that the Fund may purchase unrated municipal securities (i) where
the securities are guaranteed as to principal and interest by the full faith and
credit of the U.S. government or are short-term municipal securities
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(those having a maturity of less than one year) of issuers having outstanding at
the time of purchase an issue of municipal bonds having one of the four highest
ratings, or (ii) where, in the opinion of the Investment Manager, the unrated
municipal securities are comparable in quality to those within the four highest
ratings. However, Tax-Exempt Fund will not purchase an unrated municipal
security (other than a security described in (i) above) if, after such purchase,
more than 20% of the Fund's total assets would be invested in such unrated
municipal securities.
With respect to rated securities, there is no percentage limitation on the
amount of Tax-Exempt Fund's assets which may be invested in securities within
any particular rating classification. A description of the ratings is contained
in Appendix B to the Prospectus. Baa securities are considered "medium grade"
obligations by Moody's, and BBB is the lowest classification which is still
considered an "investment grade" rating by S&P. Baa securities are described by
Moody's as obligations on which "interest payments and principal security appear
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time." According to
Moody's, "such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well." The ratings of Moody's and S&P
represent their respective opinions of the quality of the securities they
undertake to rate and such ratings are general and are not absolute standards of
quality.
Although Tax-Exempt Fund invests primarily in municipal bonds with
maturities greater than one year, it also will invest for various purposes in
short-term (maturity equal to or less than one year) securities which, to the
extent practicable, will be short-term municipal securities. (See "Municipal
Securities," below.) Short-term investments may be made, pending investment of
funds in municipal bonds, in order to maintain liquidity to meet redemption
requests, or to maintain a temporary "defensive" investment position when, in
the opinion of the Investment Manager, it is advisable to do so on account of
current or anticipated market conditions. Except when in a temporary "defensive"
position, investments in short-term municipal securities will represent less
than 20% of the Fund's total assets.
From time to time, on a temporary basis, Tax-Exempt Fund may invest in
fixed-income obligations on which the interest is subject to federal income tax.
Except when the Fund is in a temporary "defensive" investment position, it will
not purchase a taxable security if, as a result, more than 20% of its total
assets would be invested in taxable securities. This limitation is a fundamental
policy of Tax-Exempt Fund, and may not be changed without a majority vote of the
Fund's outstanding securities. Temporary taxable investments of the Fund may
consist of obligations issued or guaranteed by the U.S. government or its
agencies or instrumentalities, commercial paper rated A-1 by S&P or Prime-1 by
Moody's, corporate obligations rated AAA or AA by S&P or Aaa or Aa by Moody's,
certificates of deposit or bankers' acceptances of domestic banks or thrifts
with at least $2 billion in assets, or repurchase agreements with such banks or
with broker/dealers. Tax-Exempt Fund may invest its assets in bank demand
accounts, pending investment in other securities or to meet potential
redemptions or expenses. Repurchase agreements may be entered into with respect
to any securities eligible for investment by the Fund, including municipal
securities.
Tax-Exempt Fund may invest in repurchase agreements which are agreements by
which a purchaser (e.g., Tax-Exempt Fund) acquires a security and simultaneously
commits to resell that security to the seller (a bank or broker/dealer) at an
agreed upon price on an agreed upon date within a number of days (usually not
more than seven) from the date of purchase. Income earned by the Fund on
repurchase agreements is not exempt from federal income tax even if the
transaction involves municipal securities. Tax-Exempt Fund may not enter into a
repurchase agreement having more than seven days remaining to maturity if, as a
result, such agreements, together with any other securities which are illiquid
or not readily marketable, would exceed 10% of the net assets of the Fund. See
the discussion of repurchase agreements under "Investment Methods and Risk
Factors."
Tax-Exempt Fund may borrow money from banks as a temporary measure for
emergency purposes or to facilitate redemption requests. Borrowing is discussed
in more detail under "Investment Methods and Risk Factors." Pending investment
in securities or to meet potential redemptions, the Fund may invest in
certificates of deposit, bank demand accounts and high quality money market
instruments.
See Appendix B to the prospectus for a further description of Moody's and
S&P ratings relating to municipal securities. As noted earlier, when Tax-Exempt
Fund is in a temporary "defensive" position, there is no limit on its
investments in short-term municipal securities and taxable securities.
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MUNICIPAL SECURITIES
MUNICIPAL BONDS. Municipal bonds are debt obligations which generally have
a maturity at the time of issue in excess of one year. They are issued to obtain
funds for various public purposes, including construction of a wide range of
public facilities such as bridges, highways, housing, hospitals, mass
transportation, schools, streets, and water and sewer works. Other public
purposes for which municipal bonds may be issued include the refunding of
outstanding obligations, obtaining funds for general operating expenses and
obtaining funds to loan to other public institutions and facilities. In
addition, certain types of industrial development bonds and other private
activity bonds are issued by or on behalf of public authorities to obtain funds
to provide for privately-operated housing facilities, and certain facilities for
water supply, gas, electricity or sewage or solid waste disposal.
The two principal classifications of municipal bonds are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable only from the revenues derived
from a particular facility or class of facilities, or, in some cases, from the
proceeds of a special excise or specific revenue source. Industrial development
bonds which pay tax-exempt interest are in most cases revenue bonds and do not
generally carry the pledge of the full faith and credit of the issuer of such
bonds. The payment of the principal and interest on such industrial development
bonds depends solely on the ability of the user of the facilities financed by
the bonds to meet its financial obligations and the pledge, if any, of real and
personal property so financed as security for such payment. Tax-Exempt Fund will
not invest more than 5% of its net assets in securities where the principal and
interest are the responsibility of an industrial user which has, including
predecessors, less than three years' operational history.
There are, depending on numerous factors, variations in the risks involved
in holding municipal securities, both within a particular rating classification
and between classifications. The market values of outstanding municipal bonds
will vary as a result of the rating of the issue and changing evaluations of the
ability of the issuer to meet interest and principal payments. Such market
values will also change in response to changes in the interest rates payable on
new issues of municipal bonds. Should such interest rates rise, the values of
outstanding bonds, including those held in Tax-Exempt Fund's portfolio, would
decline; should such interest rates decline, the values of outstanding bonds
would increase.
As a result of litigation or other factors, the power or ability of issuers
of municipal securities to pay principal and/or interest might be adversely
affected. Municipal securities are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the Federal Bankruptcy Code, and laws, if any, which may be enacted by
Congress or state legislatures extending the time for payment of principal or
interest or both, or imposing other constraints upon enforcement of such
obligations or upon the power of municipalities to levy taxes.
Tax-Exempt Fund may invest without percentage limitations in issues of
municipal securities which have similar characteristics, such as the location of
their issuers in the same geographic region or the derivation of interest
payments from revenues on similar projects (for example, electric utility
systems, hospitals, or housing finance agencies). Thus, Tax-Exempt Fund may
invest more than 25% of its total assets in securities issued in a single state.
However, it may not invest more than 25% of its total assets in one industry.
(See "Investment Policy Limitations," page 29.) Consequently, the Fund's
portfolio of municipal securities may be more susceptible to the risks of
adverse economic, political, or regulatory developments than would be the case
with a portfolio of securities required to be more diversified as to geographic
region and/or source of revenue.
Interest on certain types of private activity bonds (for example,
obligations to finance certain exempt facilities which may be leased to or used
by persons other than the issuer) will not be exempt from federal income tax
when received by "substantial users" or persons related to "substantial users"
as defined in the Internal Revenue Code. The term "substantial user" generally
includes any "non-exempt person" who regularly uses in trade or business a part
of a facility financed from the proceeds of private activity bonds. Tax-Exempt
Fund may invest periodically in private activity bonds and, therefore, may not
be an appropriate investment for entities which are substantial users of
facilities financed by those bonds or "related persons" of substantial users.
Generally, an individual will not be a related person of a substantial user
under the Code unless the person or his immediate family (spouse, brothers,
sisters and lineal descendants) directly or indirectly owns in the aggregate
more than 50% in value of the equity of the substantial user.
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From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the federal income tax exemption for
interest on future issues of municipal securities. It can be expected that
similar proposals may be introduced in the future. If such a proposal were
enacted, the availability of municipal securities for investment by Tax-Exempt
Fund and the value of the Fund's portfolio would be affected. In that event, the
Directors would reevaluate the Fund's investment objective and policies.
WHEN-ISSUED PURCHASES. From time to time, in the ordinary course of
business, Tax-Exempt Fund may purchase municipal securities on a when-issued or
delayed delivery basis--i.e., delivery and payment can take place a month or
more after the date of the transactions. Securities so purchased are subject to
market fluctuation and no interest accrues to the purchaser during this period.
At the time the Fund makes the commitment to purchase a municipal security on a
when-issued or delayed delivery basis, it will record the transaction and
thereafter reflect the value, each day, of the security in determining its net
asset value. Tax-Exempt Fund will also establish a segregated account with its
custodian bank in which it will maintain cash, U.S. Government securities or
other appropriate high grade, liquid debt securities equal in value to
commitments for such when-issued or delayed delivery securities. Tax-Exempt Fund
does not believe that its net asset value or income will be adversely affected
by its purchase of municipal securities on a when-issued or delayed delivery
basis. Upon the settlement date of the when-issued securities, the Fund
ordinarily will meet its obligation to purchase the securities from available
cash flow, use of the cash (or liquidation of securities) held in the segregated
account or sale of other securities. Although it would not normally expect to do
so, the Fund also may meet its obligation from the sale of the when-issued
securities themselves (which may have a current market value greater or less
than the Fund's payment obligation). Sale of securities to meet such obligations
carries with it a greater potential for the realization of net capital gains,
which are not exempt from federal income tax.
PUTS OR STAND-BY COMMITMENTS. Tax-Exempt Fund may purchase, from banks or
broker/dealers, municipal securities together with the right to resell the
securities to the seller at an agreed-upon price or yield within a specified
period prior to the maturity date of the securities. Such a right to resell is
commonly known as a "put" and is also referred to as a "stand-by commitment" on
the part of the seller. The price which the Fund pays for the municipal
securities with puts generally is higher than the price which otherwise would be
paid for the municipal securities alone. Tax-Exempt Fund uses puts for liquidity
purposes in order to permit it to remain more fully invested in municipal
securities than would otherwise be the case by providing a ready market for
certain municipal securities in its portfolio at an acceptable price. The put
generally is for a shorter term than the maturity of the municipal security and
does not restrict in any way the Fund's ability to dispose of (or retain) the
municipal security.
In order to ensure that the interest on municipal securities subject to
puts is tax-exempt to the Fund, it will limit its use of puts in accordance with
current interpretations or rulings of the Internal Revenue Service (IRS). The
IRS has issued a ruling (Rev. Rul. 82-144) in which it determined that a
regulated investment company was the owner, for tax purposes, of municipal
securities subject to puts (with the result that interest on those securities
would not lose its tax-exempt status when paid to the company). The IRS position
in Rev. Rul. 82-144 relates to a particular factual situation, in which (i) the
price paid for the puts was in addition to the price of the municipal securities
subject to the puts, (ii) the puts established the price at which the seller
must repurchase the securities, (iii) the puts were nonassignable and terminated
upon disposal of the underlying securities by the Fund, (iv) the puts were for
periods substantially less than the terms of the underlying securities, (v) the
puts did not include call arrangements or restrict the disposal of the
underlying securities by the Fund and gave the seller no rights in the
underlying securities, and (vi) the securities were acquired by the Fund for its
own account and not as security for a loan from the seller.
Because it is difficult to evaluate the likelihood of exercise or the
potential benefit of a put, puts will be determined to have a "value" of zero,
regardless of whether any direct or indirect consideration was paid. Amounts
paid by Tax-Exempt Fund for a put will be reflected as unrealized depreciation
in the underlying security for the period during which the commitment is held,
and therefore will reduce any potential gains on the sale of the underlying
security by the cost of the put. There is a risk that the seller of the put may
not be able to repurchase the security upon exercise of the put by the Fund.
SHORT-TERM MUNICIPAL SECURITIES. Although Tax-Exempt Fund's portfolio
generally will consist primarily of municipal bonds, for liquidity purposes, and
from time to time for defensive purposes, a portion of its assets may be
invested in short-term municipal securities (i.e., those with less than one year
remaining to maturity).
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Short-term municipal securities consist of short-term municipal notes and
short-term municipal loans and obligations, including municipal paper, master
demand notes and variable-rate demand notes. Short-term municipal notes include
tax anticipation notes (notes issued in anticipation of the receipt of tax
funds), bond anticipation notes (notes issued in anticipation of receipt of the
proceeds of bond placements), revenue anticipation notes (notes issued in
anticipation of the receipt of revenues other than taxes or bond placements),
and project notes (obligations of municipal housing agencies on which the
payment of principal and interest ordinarily is backed by the full faith and
credit of the U.S. government). Municipal paper typically consists of the very
short-term unsecured negotiable promissory notes of municipal issuers.
The Fund may invest in tax-exempt master demand notes. A municipal master
demand note is an arrangement under which the Fund participates in a note
agreement between a bank acting on behalf of its clients and a municipal
borrower, whereby amounts maintained by the Fund in an account with the bank are
provided to the municipal borrower and payments of interest and principal on the
note are credited to the Fund's account. Interest rates on master demand notes
typically are tied to market interest rates, and therefore may fluctuate daily.
The amounts borrowed under these notes may be repaid at any time by the borrower
without penalty, and must be repaid upon the demand of Tax-Exempt Fund.
Tax-Exempt Fund may also invest in variable-rate demand notes.
Variable-rate demand notes are tax-exempt obligations which are payable by the
municipal issuer at par value plus accrued interest on demand by the Fund
(generally with three to ten days' notice). If no demand is made, the note will
mature on a specified date from one to thirty years from its issuance. Payment
on the note may be backed by a stand-by letter of credit. The yield on a
variable rate demand note is adjusted automatically to reflect a particular
market rate (which may not be the same market rate as that applicable to a
master demand note). Variable-rate demand notes typically are callable by the
issuer prior to maturity.
Where short-term municipal securities are rated, the Tax-Exempt Fund will
limit its investments to "high quality" short-term securities. For short-term
municipal notes this includes ratings of AA or better by S&P or MIG 2 or better
by Moody's; for municipal paper this includes A-2 or better by S&P or Prime-2 or
better by Moody's. Unrated short-term municipal securities will be included
within the Fund's overall limitation on investments in unrated municipal
securities. This limitation provides that not more than 20% of Tax-Exempt Fund's
total assets may be invested in unrated municipal securities, exclusive of
unrated securities which are guaranteed as to principal and interest by the full
faith and credit of the U.S. government or are issued by an issuer having
outstanding an issue of municipal bonds within one of the four highest ratings
classifications.
Tax-Exempt Fund also may engage to a limited extent in portfolio trading
consistent with its investment objective. Securities may be sold in anticipation
of a market decline (a rise in interest rates) or purchased in anticipation of a
market rise (a decline in interest rates) and later sold. In addition, a
security may be sold and another of comparable quality purchased at
approximately the same time to take advantage of what the Fund believes to be a
temporary disparity in the normal yield relationship between the two securities.
These yield disparities may occur for reasons not directly related to the
investment quality of a particular issue or the general movement of interest
rates, such as changes in the overall demand for, or supply of, various types of
municipal securities.
SECURITY CASH FUND
The investment objective of Cash Fund is to seek as high a level of current
income as is consistent with preservation of capital and liquidity. No
assurances can be given that Cash Fund will achieve its objective. The Fund will
attempt to achieve its objective by investing at least 95% of its total assets,
measured at the time of investment, in a diversified portfolio of highest
quality money market instruments. Cash Fund may also invest up to 5% of its
total assets, measured at the time of investment, in money market instruments
that are in the second-highest rating category for short-term debt obligations.
Money market instruments in which Cash Fund may invest consist of the following:
U.S. GOVERNMENT SECURITIES. Obligations issued or guaranteed (as to
principal or interest) by the United States Government or its agencies (such as
the Small Business Administration, the Federal Housing Administration and
Government National Mortgage Association) or instrumentalities (such as Federal
Home Loan Banks and Federal Land Banks) and instruments fully collateralized
with such obligations.
BANK OBLIGATIONS. Obligations of banks or savings and loan associations
that are members of the Federal Deposit Insurance Corporation and instruments
fully collateralized with such obligations.
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CORPORATE OBLIGATIONS. Commercial paper issued by corporations and rated
Prime-1 or Prime-2 by Moody's, or A-1 or A-2 by S&P, or other corporate debt
instruments rated Aaa or Aa or better by Moody's or AAA or AA or better by S&P,
subject to the limitations on investment in instruments in the second-highest
rating category, discussed below.
Cash Fund may invest in certificates of deposit issued by banks or other
bank demand accounts, pending investment in other securities or to meet
potential redemptions or expenses.
Cash Fund may invest only in U.S. dollar denominated money market
instruments that present minimal credit risk and, with respect to 95% of its
total assets, measured at the time of investment, that are of the highest
quality. The Investment Manager will determine whether a security presents
minimal credit risk under procedures adopted by the Fund's Board of Directors. A
security will be considered to be highest quality (1) if rated in the highest
rating category, (e.g., Aaa or Prime-1 by Moody's or AAA or A-1 by S&P) by (i)
any two nationally recognized statistical rating organizations ("NRSRO's") or,
(ii) if rated by only one NRSRO, by that NRSRO, and whose acquisition is
approved or ratified by the Board of Directors; (2) if issued by an issuer that
has short-term debt obligations of comparable maturity, priority, and security
and that are rated in the highest rating category by (i) any two NRSRO's or,
(ii) if rated by only one NRSRO, by that NRSRO, and whose acquisition is
approved or ratified by the Board of Directors; or (3) an unrated security that
is of comparable quality to a security in the highest rating category as
determined by the Investment Manager and whose acquisition is approved or
ratified by the Board of Directors. With respect to 5% of its total assets,
measured at the time of investment, Cash Fund may also invest in money market
instruments that are in the second-highest rating category for short-term debt
obligations (e.g., rated Aa or Prime-2 by Moody's or AA or A-2 by S&P). A money
market instrument will be considered to be in the second-highest rating category
under the criteria described above with respect to instruments considered
highest quality, as applied to instruments in the second-highest rating
category. See Appendix A to the Prospectus for a description of the principal
types of securities and instruments in which the Fund will invest as well as a
description of the above mentioned ratings.
Cash Fund may not invest more than 5% of its total assets, measured at the
time of investment, in the securities of any one issuer that are of the highest
quality or more than the greater of 1% of its total assets or $1,000,000,
measured at the time of investment, in securities of any one issuer that are in
the second-highest rating category, except that these limitations shall not
apply to U.S. Government securities. The Fund may exceed the 5% limitation for
up to three business days after the purchase of the securities of any one issuer
that are of the highest quality, provided that the Fund does not have
outstanding at any time more than one such investment. In the event that an
instrument acquired by Cash Fund is downgraded, the Investment Manager, under
procedures approved by the Board of Directors, (or the Board of Directors itself
if the Investment Manager becomes aware that a security has been downgraded
below the second-highest rating category and the Investment Manager does not
dispose of the security within five business days) shall promptly reassess
whether such security presents minimal credit risk and determine whether or not
to retain the instrument. In the event that an instrument acquired by Cash Fund
ceases to be of the quality that is eligible for the Fund, the Fund shall
promptly dispose of the instrument in an orderly manner unless the Board of
Directors determines that this would not be in the best interests of the Fund.
Cash Fund may acquire one or more of the above types of securities subject
to repurchase agreements. A repurchase transaction involves a purchase by the
Fund of a security from a selling financial institution, such as a bank, savings
and loan association or broker/dealer, which agrees to repurchase such security
at a specified price and at a fixed time in the future, usually not more than
seven days from the date of purchase. Not more than 10% of Cash Fund's total
assets will be invested in illiquid assets, which include repurchase agreements
with maturities of over seven days. See the discussion of repurchase agreements
under "Investment Methods and Risk Factors."
Cash Fund may borrow money from banks as a temporary measure for emergency
purposes or to facilitate redemption requests. Borrowing is discussed in more
detail under "Investment Methods and Risk Factors." Pending investment in
securities or to meet potential redemptions, the Fund may invest in certificates
of deposit, bank demand accounts and high quality money market instruments.
RULE 144A SECURITIES. Certain of the securities acquired by Cash Fund may
be restricted as to disposition under federal securities laws, provided that
such restricted securities are eligible for resale to qualified institutional
investors pursuant to Rule 144A under the Securities Act of 1933. Rule 144A was
adopted by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act") in 1990. It provides a
nonexclusive safe harbor exemption from the registration requirements of the
Securities Act for the
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resale of certain securities to certain qualified buyers. One of the primary
purposes of the Rule is to create some resale liquidity for certain securities
that would otherwise be treated as illiquid investments. In accordance with Cash
Fund's policies, the Fund is not permitted to invest more than 10% of its total
net assets in illiquid securities. See the discussion of Rule 144A Securities
under "Investment Methods and Risk Factors."
VARIABLE RATE INSTRUMENTS. Cash Fund may invest in instruments having rates
of interest that are adjusted periodically according to a specified market rate
for such investments ("Variable Rate Instruments"). The interest rate on a
Variable Rate Instrument is ordinarily determined by reference to, or is a
percentage of, an objective standard such as a bank's prime rate or the 91-day
U.S. Treasury Bill rate. Cash Fund does not purchase certain Variable Rate
Instruments that have a preset cap above which the rate of interest may not
rise. Generally, the changes in the interest rate on Variable Rate Instruments
reduce the fluctuation in the market value of such securities. Accordingly, as
interest rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Cash Fund determines the
maturity of Variable Rate Instruments in accordance with Rule 2a-7 under the
Investment Company Act of 1940 which allows the Fund to consider the maturity
date of such instruments to be the period remaining until the next readjustment
of the interest rate rather than the maturity date on the face of the
instrument.
While Cash Fund does not intend to engage in short-term trading, portfolio
securities may be sold without regard to the length of time that they have been
held. A portfolio security could be sold prior to maturity to take advantage of
new investment opportunities or yield differentials, or to preserve gains or
limit losses due to changing economic conditions or the financial condition of
the issuer, or for other reasons. While Cash Fund is expected to have a high
portfolio turnover due to the short maturities of its portfolio securities, this
should not affect the Fund's income or net asset value since brokerage
commissions are not normally paid in connection with the purchase or sale of
money market instruments.
Cash Fund will invest in money market instruments of varying maturities
(but no longer than 13 months) in an effort to earn as high a level of current
income as is consistent with preservation of capital and liquidity. The Fund
intends to maintain a weighted average maturity in its portfolio of not more
than 90 days. In addition to general market risks, Fund investments in
nongovernment obligations are subject to the ability of the issuer to satisfy
its obligations.
Cash Fund also intends to maintain a net asset value per share of $1.00,
although there can be no assurance it will be able to do so. It is the Fund's
policy to declare dividends on a daily basis of an amount equal to the net
income plus or minus any realized capital gains or losses. (See "Dividends and
Taxes," page 52.)
INVESTMENT METHODS AND RISK FACTORS
Some of the risk factors related to certain securities, instruments and
techniques that may be used by one or more of the Funds are described in the
"Investment Objectives and Policies" and "Investment Methods and Risk Factors"
sections of the Prospectus and in this Statement of Additional Information. The
following is a description of certain additional risk factors related to various
securities, instruments and techniques. The risks so described only apply to
those Funds which may invest in such securities and instruments or which use
such techniques. Also included is a general description of some of the
investment instruments, techniques and methods which may be used by one or more
of the Funds. The methods described only apply to those Funds which may use such
methods. Although a Fund may employ the techniques, instruments and methods
described below, consistent with its investment objective and policies and any
applicable law, no Fund will be required to do so.
GENERAL RISK FACTORS. Each Fund's net asset value will fluctuate,
reflecting fluctuations in the market value of its portfolio positions and, if
applicable, its net currency exposure. The value of fixed income securities held
by the Funds generally fluctuates inversely with interest rate movements. In
other words, bond prices generally fall as interest rates rise and generally
rise as interest rates fall. Longer term bonds held by the Funds are subject to
greater interest rate risk. There is no assurance that any Fund will achieve its
investment objective.
REPURCHASE AGREEMENTS, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS.
Each of the Funds may enter into repurchase agreements. Repurchase agreements
are transactions in which the purchaser buys a debt security from a bank or
recognized securities dealer and simultaneously commits to resell that security
to the bank or dealer at an agreed upon price, date and market rate of interest
unrelated to the coupon rate or maturity of the purchased security. Repurchase
agreements are considered to be loans which must be fully collateralized
including interest earned thereon during the entire term of the agreement. If
the institution defaults on the repurchase agreement, the Fund will retain
possession of the underlying securities. If bankruptcy proceedings are
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commenced with respect to the seller, realization on the collateral by the Fund
may be delayed or limited and the Fund may incur additional costs. In such case,
the Fund will be subject to risks associated with changes in market value of the
collateral securities. The Fund intends to enter into repurchase agreements only
with banks and broker/dealers believed to present minimal credit risks.
Accordingly, the Funds will enter into repurchase agreements only with (a)
brokers having total capitalization of at least $40 million and a ratio of
aggregate indebtedness to net capital of no more than 4 to 1, or, alternatively,
net capital equal to 6% of aggregate debit balances, or (b) banks having at
least $1 billion in assets and a net worth of at least $100 million as of its
most recent annual report. In addition, the aggregate repurchase price of all
repurchase agreements held by the Fund with any broker shall not exceed 15% of
the total assets of the Fund or $5 million, whichever is greater.
The Global Aggressive Bond Fund may also enter into reverse repurchase
agreements with the same parties with whom it may enter into repurchase
agreements. Under a reverse repurchase agreement, a Fund would sell securities
and agree to repurchase them at a particular price at a future date. Reverse
repurchase agreements involve the risk that the market value of the securities
retained in lieu of sale by a Fund may decline below the price of the securities
the Fund has sold but is obligated to repurchase. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, such buyer or its trustee or receiver may receive an extension of
time to determine whether to enforce the Fund's obligation to repurchase the
securities, and the Fund's use of the proceeds of the reverse repurchase
agreement may effectively be restricted pending such decision.
The Global Aggressive Bond Fund also may enter into "dollar rolls," in
which the Fund sells fixed income securities for delivery in the current month
and simultaneously contracts to repurchase substantially similar (same type,
coupon and maturity) securities on a specified future date. During the roll
period, the Global Aggressive Bond Fund would forego principal and interest paid
on such securities. The Fund would be compensated by the difference between the
current sales price and the forward price for the future purchase, as well as by
the interest earned on the cash proceeds of the initial sale.
BORROWING. Each of the Funds may borrow money from banks as a temporary
measure for emergency purposes, or to facilitate redemption requests.
From time to time, it may be advantageous for the Funds to borrow money
rather than sell existing portfolio positions to meet redemption requests.
Accordingly, the Funds may borrow from banks and the Global Aggressive Bond Fund
may borrow through reverse repurchase agreements and "roll" transactions, in
connection with meeting requests for the redemption of Fund shares. Limited
Maturity Bond, Tax-Exempt and Cash Funds may each borrow up to 10% and Corporate
Bond, U.S. Government and Global Aggressive Bond Funds may each borrow up to 5%
of total Fund assets. To the extent that a Fund purchases securities while it
has outstanding borrowings, it is using leverage, i.e. using borrowed funds for
investment. Leveraging will exaggerate the effect on net asset value of any
increase or decrease in the market value of a Fund's portfolio. Money borrowed
for leveraging will be subject to interest costs that may or may not be
recovered by appreciation of the securities purchased; in certain cases,
interest costs may exceed the return received on the securities purchased. A
Fund also may be required to maintain minimum average balances in connection
with such borrowing or to pay a commitment or other fee to maintain a line of
credit; either of these requirements would increase the cost of borrowing over
the stated interest rate. It is not expected that Cash Fund would purchase
securities while it had borrowings outstanding.
RESTRICTED SECURITIES (RULE 144A SECURITIES). Certain of the Funds may
invest in restricted securities which are securities that are restricted as to
disposition under the federal securities laws, provided that such securities are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933. Rule 144A permits the resale to "qualified
institutional buyers" of "restricted securities" that, when issued, were not of
the same class as securities listed on a U.S. securities exchange or quoted in
the National Association of Securities Dealers Automated Quotation System (the
"Rule 144A Securities"). A "qualified institutional buyer" is defined by Rule
144A generally as an institution, acting for its own account or for the accounts
of other qualified institutional buyers, that in the aggregate owns and invests
on a discretionary basis at least $100 million in securities of issuers not
affiliated with the institution. A dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), acting for its own account or the
accounts of other qualified institutional buyers, that in the aggregate owns and
invests on a discretionary basis at least $10 million in securities of issuers
not affiliated with the dealer may also qualify as a qualified institutional
buyer, as well as an Exchange Act registered dealer acting in a riskless
principal transaction on behalf of a qualified institutional buyer.
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The Funds' Board of Directors is responsible for developing and
establishing guidelines and procedures for determining the liquidity of Rule
144A Securities. As permitted by Rule 144A, the Board of Directors has delegated
this responsibility to the Investment Manager. In making the determination
regarding the liquidity of Rule 144A Securities, the Investment Manager will
consider trading markets for the specific security taking into account the
unregistered nature of a Rule 144A security. In addition, the Investment Manager
may consider: (1) the frequency of trades and quotes; (2) the number of dealers
and potential purchasers; (3) dealer undertakings to make a market; and (4) the
nature of the security and of the market place trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). Investing in Rule 144A Securities could have the effect of increasing
the amount of a Fund's assets invested in illiquid securities to the extent that
qualified institutional buyers become uninterested, for a time, in purchasing
these securities.
The Global Aggressive Bond Fund also may purchase restricted securities
that are not eligible for resale pursuant to Rule 144A. Global Aggressive Bond
Fund may acquire such securities through private placement transactions,
directly from the issuer or from security holders, generally at higher yields or
on terms more favorable to investors than comparable publicly traded securities.
However, the restrictions on resale of such securities may make it difficult for
the Fund to dispose of such securities at the time considered most advantageous,
and/or may involve expenses that would not be incurred in the sale of securities
that were freely marketable. Risks associated with restricted securities include
the potential obligation to pay all or part of the registration expenses in
order to sell certain restricted securities. A considerable period of time may
elapse between the time of the decision to sell a security and the time the Fund
may be permitted to sell it under an effective registration statement. If,
during a period, adverse conditions were to develop, the Fund might obtain a
less favorable price than prevailing when it decided to sell.
RISKS ASSOCIATED WITH LOWER-RATED DEBT SECURITIES (JUNK BONDS). Certain of
the Funds may invest in higher yielding debt securities in the lower rating
(higher risk) categories of the recognized rating services (commonly referred to
as "junk bonds"). Debt rated BB, B, CCC, CC and C by S&P and rated Ba, B, Caa,
Ca and C by Moody's, is regarded, on balance, as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. For S&P, BB indicates the lowest
degree of speculation and C the highest degree of speculation. For Moody's, Ba
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Similarly, debt rated Ba or BB and below is
regarded by the relevant rating agency as speculative. Debt rated C by Moody's
or S&P is the lowest quality debt that is not in default as to principal or
interest and such issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing. Such securities are
also generally considered to be subject to greater risk than higher quality
securities with regard to a deterioration of general economic conditions. The
Global Aggressive Bond Fund may invest in debt securities rated below C, which
are in default as to principal and/or interest. Ratings of debt securities
represent the rating agency's opinion regarding their quality and are not a
guarantee of quality. Rating agencies attempt to evaluate the safety of
principal and interest payments and do not evaluate the risks of fluctuations in
market value. Also, rating agencies may fail to make timely changes in credit
quality in response to subsequent events, so that an issuer's current financial
condition may be better or worse than a rating indicates.
The market value of lower quality debt securities tend to reflect
individual developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. Similarly, certain emerging market governments that issue lower
quality debt securities are among the largest debtors to commercial banks,
foreign governments and supranational organizations such as the World Bank and
may not be able or willing to make principal and/or interest repayments as they
come due. The risk of loss due to default by the issuer is significantly greater
for the
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holders of lower quality securities because such securities are generally
unsecured and are often subordinated to other creditors of the issuer.
Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Fund. If an issuer exercises these provisions in a declining
interest rate market, the Fund may have to replace the security with a lower
yielding security, resulting in a decreased return for investors. In addition,
the Fund may have difficulty disposing of lower quality securities because there
may be a thin trading market for such securities. There may be no established
retail secondary market for many of these securities, and the Fund anticipates
that such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may make it more
difficult for the Fund to obtain accurate market quotations for purposes of
valuing the securities in the portfolio of the Fund.
Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may also decrease the values and liquidity of lower
quality securities, especially in a thinly traded market. The Global Aggressive
Bond Fund also may acquire lower quality debt securities during an initial
underwriting or may acquire lower quality debt securities which are sold without
registration under applicable securities laws. Such securities involve special
considerations and risks.
Factors having an adverse effect on the market value of lower rated
securities or their equivalents purchased by the Fund will adversely impact net
asset value of the Fund. See "Risk Factors" in the Prospectus. In addition to
the foregoing, such factors may include: (i) potential adverse publicity; (ii)
heightened sensitivity to general economic or political conditions; and (iii)
the likely adverse impact of a major economic recession. The Fund also may incur
additional expenses to the extent it is required to seek recovery upon a default
in the payment of principal or interest on its portfolio holdings, and the Fund
may have limited legal recourse in the event of a default. Debt securities
issued by governments in emerging markets can differ from debt obligations
issued by private entities in that remedies from defaults generally must be
pursued in the courts of the defaulting government, and legal recourse is
therefore somewhat diminished. Political conditions, in terms of a government's
willingness to meet the terms of its debt obligations, also are of considerable
significance. There can be no assurance that the holders of commercial bank debt
may not contest payments to the holders of debt securities issued by governments
in emerging markets in the event of default by the governments under commercial
bank loan agreements.
The Investment Manager and, with respect to the Global Aggressive Bond
Fund, the Sub-Adviser and MFR, will attempt to minimize the speculative risks
associated with investments in lower quality securities through credit analyses
and by carefully monitoring current trends in interest rates, political
developments and other factors. Nonetheless, investors should carefully review
the investment objectives and policies of the Funds and consider their ability
to assume the investment risks involved before making an investment in the
Funds.
CONVERTIBLE SECURITIES AND WARRANTS. Certain of the Funds may invest in
debt or preferred equity securities convertible into or exchangeable for equity
securities. Traditionally, convertible securities have paid dividends or
interest at rates higher than common stocks but lower than nonconvertible
securities. They generally participate in the appreciation or depreciation of
the underlying stock into which they are convertible, but to a lesser degree. In
recent years, convertibles have been developed which combine higher or lower
current income with options and other features. Warrants are options to buy a
stated number of shares of common stock at a specified price any time during the
life of the warrants (generally two or more years).
MORTGAGE-BACKED SECURITIES AND COLLATERALIZED MORTGAGE OBLIGATIONS. Certain
of the Funds may invest in investment grade mortgage-backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). MBSs include certain securities issued or guaranteed by the
United States Government or one of its agencies or instrumentalities, such as
the Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), or Federal Home Loan Mortgage Corporation (FHLMC);
securities issued by private issuers that represent an interest in or are
collateralized by mortgage-backed securities issued or guaranteed by the U.S.
Government or one of its agencies or instrumentalities; and securities issued by
private issuers that represent an interest in or are collateralized by mortgage
loans. A mortgage pass-through security is a pro rata interest in a pool of
mortgages where the cash flow generated from the mortgage collateral is passed
through to the security holder. CMOs are obligations fully collateralized by a
portfolio of mortgages or mortgage-related securities. Certain of the Funds may
invest in securities known as "inverse floating obligations," "residual interest
bonds," or "interest-only" (IO) and "principal-
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only" (PO) bonds, the market values of which will generally be more volatile
than the market values of most MBSs. IOs and POs are created by separating the
interest and principal payments generated by a pool of mortgage-backed bonds to
create two classes of securities. Generally, one class receives interest only
payments (IOs) and the other class principal only payments (POs). MBSs have been
referred to as "derivatives" because the performance of MBSs is dependent upon
and derived from underlying securities.
CMOs may be issued in a variety of classes and the Funds may invest in
several CMO classes, including, but not limited to Floaters, Planned
Amortization Classes (PACs), Scheduled Classes (SCHs), Sequential Pay Classes
(SEQs), Support Classes (SUPs), Target Amortization Classes (TACs) and Accrual
Classes (Z Classes). CMO classes vary in the rate and time at which they receive
principal and interest payments. SEQs, also called plain vanilla, clean pay, or
current pay classes, sequentially receive principal payments from underlying
mortgage securities when the principal on a previous class has been completely
paid off. During the months prior to their receipt of principal payments, SEQs
receive interest payments at the coupon rate on their principal. PACs are
designed to produce a stable cash flow of principal payments over a
predetermined period of time. PACs guard against a certain level of prepayment
risk by distributing prepayments to SUPs, also called companion classes. TACs
pay a targeted principal payment schedule, as long as prepayments are not made
at a rate slower than an expected constant prepayment speed. If prepayments
increase, the excess over the target is paid to SUPs. SEQs may have a less
stable cash flow than PACs and TACs and, consequently, have a greater potential
yield. PACs generally pay a lower yield than TACs because of PACs' lower risk.
Because SUPs are directly affected by the rate of prepayment of underlying
mortgages, SUPs may experience volatile cash flow behavior. When prepayment
speeds fluctuate, the average life of a SUP will vary. SUPs, therefore, are
priced at a higher yield than less volatile classes of CMOs. Z Classes do not
receive payments, including interest payments, until certain other classes are
paid off. At that time, the Z Class begins to receive the accumulated interest
and principal payments. A Floater has a coupon rate that adjusts periodically
(usually monthly) by adding a spread to a benchmark index subject to a lifetime
maximum cap. The yield of a Floater is sensitive to prepayment rates and the
level of the benchmark index.
Investment in MBSs poses several risks, including prepayment, market and
credit risks. Prepayment risk reflects the chance that borrowers may prepay
their mortgages faster than expected, thereby affecting the investment's average
life and perhaps its yield. Borrowers are most likely to exercise their
prepayment options at a time when it is least advantageous to investors,
generally prepaying mortgages as interest rates fall, and slowing payments as
interest rates rise. Certain classes of CMOs may have priority over others with
respect to the receipt of prepayments on the mortgages and the Fund may invest
in CMOs which are subject to greater risk of prepayment as discussed above.
Market risk reflects the chance that the price of the security may fluctuate
over time. The price of MBSs may be particularly sensitive to prevailing
interest rates, the length of time the security is expected to be outstanding
and the liquidity of the issue. In a period of unstable interest rates, there
may be decreased demand for certain types of MBSs, and a Fund invested in such
securities wishing to sell them may find it difficult to find a buyer, which may
in turn decrease the price at which they may be sold. Credit risk reflects the
chance that the Fund may not receive all or part of its principal because the
issuer or credit enhancer has defaulted on its obligations. Obligations issued
by U.S. Government-related entities are guaranteed by the agency or
instrumentality, and some, such as GNMA certificates, are supported by the full
faith and credit of the U.S. Treasury; others are supported by the right of the
issuer to borrow from the Treasury; others, such as those of the FNMA, are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations; still others, are supported only by the credit of the
instrumentality. Although securities issued by U.S. Government-related agencies
are guaranteed by the U.S. Government, its agencies or instrumentalities, shares
of the Fund are not so guaranteed in any way. The performance of private label
MBSs, issued by private institutions, is based on the financial health of those
institutions.
ASSET-BACKED SECURITIES. Certain of the Funds may also invest in investment
grade "asset-backed securities." These include secured debt instruments backed
by automobile loans, credit card loans, home equity loans, manufactured housing
loans and other types of secured loans providing the source of both principal
and interest. Asset-backed securities are subject to risks similar to those
discussed above with respect to MBSs.
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. Certain of the Funds may
purchase securities on a "when-issued" basis and may purchase or sell securities
on a "forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. The price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date.
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When-issued securities and forward commitments may be sold prior to the
settlement date, but the Funds will enter into when-issued and forward
commitments only with the intention of actually receiving or delivering the
securities, as the case may be. No income accrues on securities which have been
purchased pursuant to a forward commitment or on a when-issued basis prior to
delivery of the securities. If a Fund disposes of the right to acquire a
when-issued security prior to its acquisition or disposes of its right to
deliver or receive against a forward commitment, it may incur a gain or loss. At
the time a Fund enters into a transaction on a when-issued or forward commitment
basis, a segregated account consisting of cash or high grade, liquid debt
securities equal to the value of the when-issued or forward commitment
securities will be established and maintained with its custodian and will be
marked to market daily. There is a risk that the securities may not be delivered
and that the Fund may incur a loss.
FOREIGN INVESTMENT RESTRICTIONS. Certain countries prohibit or impose
substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as the Funds. As illustrations,
certain countries require governmental approval prior to investments by foreign
persons, or limit the amount of investment by foreign persons in a particular
company, or limit the investments by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of certain countries may restrict investment opportunities in issuers or
industries deemed sensitive to national interests. In addition, some countries
require governmental approval for the repatriation of investment income, capital
or the proceeds of securities sales by foreign investors. A Fund could be
adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation, as well as by the application to it of
other restrictions on investments.
POLITICAL AND ECONOMIC RISKS. Investing in securities of non-U.S. companies
may entail additional risks due to the potential political and economic
instability of certain countries and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign
investment and on repatriation of capital invested. In the event of such
expropriation, nationalization or other confiscation by any country, a Fund
could lose its entire investment in any such country.
An investment in a Fund which invests in non-U.S. companies is subject to
the political and economic risks associated with investments in foreign markets.
Even though opportunities for investment may exist in emerging markets, any
change in the leadership or policies of the governments of those countries or in
the leadership or policies of any other government which exercises a significant
influence over those countries, may halt the expansion of or reverse the
liberalization of foreign investment policies now occurring and thereby
eliminate any investment opportunities which may currently exist.
Investors should note that upon the accession to power of authoritarian
regimes, the governments of a number of emerging market countries previously
expropriated large quantities of real and personal property similar to the
property which will be represented by the securities purchased by a Fund. The
claims of property owners against those governments were never finally settled.
There can be no assurance that any property represented by securities purchased
by a Fund will not also be expropriated, nationalized, or otherwise confiscated.
If such confiscation were to occur, the Fund could lose a substantial portion of
its investments in such countries. The Fund's investments would similarly be
adversely affected by exchange control regulation in any of those countries.
RELIGIOUS AND ETHNIC INSTABILITY. Certain countries in which a Fund may
invest may have vocal minorities that advocate radical religious or
revolutionary philosophies or support ethnic independence. Any disturbance on
the part of such individuals could carry the potential for wide-spread
destruction or confiscation of property owned by individuals and entities
foreign to such country and could cause the loss of the Fund's investment in
those countries.
NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL REGULATION.
Foreign companies are subject to accounting, auditing and financial standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. companies. In particular, the assets, liabilities and profits appearing
on the financial statements of such a company may not reflect its financial
position or results of operations in the way they would be reflected had such
financial statements been prepared in accordance with U.S. generally accepted
accounting principles. Most of the foreign securities held by a Fund will not be
registered with the SEC or regulators of any foreign country, nor will the
issuers thereof be subject to the SEC's reporting requirements. Thus, there will
be less available information concerning foreign issuers of securities held by
the Fund than is available concerning U.S. issuers. In instances where the
financial statements of an issuer are not deemed to reflect accurately the
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financial situation of the issuer, the Investment Advisor and relevant
Sub-Adviser will take appropriate steps to evaluate the proposed investment,
which may include on-site inspection of the issuer, interviews with its
management and consultations with accountants, bankers and other specialists.
There is substantially less publicly available information about foreign
companies than there are reports and ratings published about U.S. companies and
the U.S. Government. In addition, where public information is available, it may
be less reliable than such information regarding U.S. issuers.
ADVERSE MARKET CHARACTERISTICS. Securities of many foreign issuers may be
less liquid and their prices more volatile than securities of comparable U.S.
issuers. In addition, foreign securities exchanges and brokers generally are
subject to less governmental supervision and regulation than in the U.S., and
foreign securities exchange transactions usually are subject to fixed
commissions, which generally are higher than negotiated commissions on U.S.
transactions. In addition, foreign securities exchange transactions may be
subject to difficulties associated with the settlement of such transactions.
Delays in settlement could result in temporary periods when assets of the Fund
are uninvested and no return is earned thereon. The inability of the Fund to
make intended security purchases due to settlement problems could cause it to
miss attractive opportunities. Inability to dispose of a portfolio security due
to settlement problems either could result in losses to the Fund due to
subsequent declines in value of the portfolio security or, if the Fund has
entered into a contract to sell the security, could result in possible liability
to the purchaser. The Investment Manager and relevant Sub-Adviser will consider
such difficulties when determining the allocation of the Fund's assets.
NON-U.S. WITHHOLDING TAXES. A Fund's investment income and gains from
foreign issuers may be subject to non-U.S. withholding and other taxes, thereby
reducing the Fund's investment income and gains.
COSTS. Investors should understand that the expense ratio of the Funds that
invest in foreign securities can be expected to be higher than investment
companies investing in domestic securities since the cost of maintaining the
custody of foreign securities and the rate of advisory fees paid by the Funds
are higher.
EASTERN EUROPE. Changes occurring in Eastern Europe and Russia today could
have long-term potential consequences. As restrictions fail, this could result
in rising standards of living, lower manufacturing costs, growing consumer
spending, and substantial economic growth. However, investment in the countries
of Eastern Europe and Russia is highly speculative at this time. Political and
economic reforms are too recent to establish a definite trend away from
centrally-planned economies and state owned industries. In many of the countries
of Eastern Europe and Russia, there is no stock exchange or formal market for
securities. Such countries may also have government exchange controls,
currencies with no recognizable market value relative to the established
currencies of western market economies, little or no experience in trading in
securities, no financial reporting standards, a lack of a banking and securities
infrastructure to handle such trading, and a legal tradition which does not
recognize rights in private property. In addition, these countries may have
national policies which restrict investments in companies deemed sensitive to
the country's national interest. Further, the governments in such countries may
require governmental or quasi-governmental authorities to act as custodian of
the Fund's assets invested in such countries and these authorities may not
qualify as a foreign custodian under the Investment Company Act of 1940 and
exemptive relief from such Act may be required. All of these considerations are
among the factors which could cause significant risks and uncertainties to
investment in Eastern Europe and Russia.
INVESTMENT POLICY LIMITATIONS
Each of the Funds operate within certain fundamental investment policy
limitations. These limitations may not be changed for the Funds without approval
of the lesser of (i) 67% or more of the voting securities present at a meeting
if the holders of more than 50% of the outstanding voting securities of that
Fund are present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of that Fund.
INCOME FUND'S FUNDAMENTAL POLICIES
The fundamental investment policies of the Income Fund, which are
applicable to each of the Corporate Bond, Limited Maturity Bond, U.S. Government
and Global Aggressive Bond Funds are:
1. Not to invest in companies having a record of less than three years'
continuous operation, which may include the operations of predecessor
companies; provided, however, that this investment policy does not apply to
Global Aggressive Bond Fund.
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2. Not to invest in the securities of an issuer if the officers and directors
of the Fund, Underwriter or Manager own more than 1/2 of 1% of such
securities or if all such persons together own more than 5% of such
securities.
3. Not to invest more than 5% of its assets in the securities of any one
issuer (other than securities of the U.S. Government, its agencies or
instrumentalities); provided, however, that for the Global Aggressive Bond
Fund, this limitation applies only with respect to 75% of the value of its
total assets.
4. Not to purchase more than 10% of the outstanding voting securities (or of
any class of outstanding securities) of any one issuer (other than
securities of the U.S. Government, its agencies or instrumentalities).
5. Not to invest in companies for the purpose of exercising control of
management.
6. Not to act as underwriter of securities of other issuers.
7. Not to invest in an amount equal to, or in excess of, 25% of its total
assets in any particular industry (other than securities of the U.S.
Government, its agencies or instrumentalities).
8. Not to purchase or sell real estate. (This policy shall not prevent the
Fund from investing in securities or other instruments backed by real
estate or in securities of companies engaged in the real estate business.)
9. Not to buy or sell commodities or commodity contracts; provided, however,
that the Funds may, to the extent appropriate under their investment
programs, purchase securities of companies engaged in such activities, may
enter into transactions in financial futures contracts and related options
for hedging purposes, may engage in transactions on a when-issued or
forward commitment basis and may enter into forward currency contracts.
10. Not to make loans to other persons other than for the purchase of publicly
distributed debt securities and U.S. Government obligations or by entry
into repurchase agreements.
11. Not to invest its assets in puts, calls, straddles, spreads, or any
combination thereof; provided, however, that this investment policy does
not apply to Global Aggressive Bond Fund.
12. Not to invest in limited partnerships or similar interests in oil, gas,
mineral lease, mineral exploration or development programs; provided,
however, that the Fund may invest in the securities of other corporations
whose activities include such exploration and development.
13. With respect to each of the Corporate Bond and U.S. Government Funds, not
to borrow money except for emergency purposes, and then not in excess of 5%
of its total assets at the time the loan is made. (Any such borrowings will
be made on a temporary basis from banks and will not be made for investment
purposes.)
With respect to the Limited Maturity Bond Fund, not to borrow money in
excess of 10% of its total assets at the time the loan is made, and then
only as a temporary measure for emergency purposes, to facilitate
redemption requests, or for other purposes consistent with the Fund's
investment objectives and policies. With respect to Global Aggressive Bond
Fund, not to borrow money, except that (a) the Fund may enter into certain
futures contracts and options related thereto; (b) the Fund may enter into
commitments to purchase securities in accordance with the Fund's investment
program, including delayed delivery and when-issued securities and reverse
repurchase agreements, and (c) for temporary emergency purposes, the Fund
may borrow money in amounts not exceeding 5% of the value of its total
assets at the time when the loan is made.
14. Not to purchase securities of any other investment company; provided,
however that Limited Maturity Bond Fund may purchase securities of any
investment company if in compliance with the Investment Company Act of
1940; and Global Aggressive Bond Fund may purchase securities of another
investment company or investment trust, if purchased in the open market and
then only if no profit, other than the customary broker's commission,
results to a sponsor or dealer, or by merger or other reorganization.
15. With respect to each of the Corporate Bond and U.S. Government Funds, not
to issue senior securities; provided, however, that Limited Maturity Bond
Fund may issue senior securities if in compliance with the Investment
Company Act of 1940; and Global Aggressive Bond Fund may issue senior
securities (as defined in the 1940 Act) as follows: (a) the Fund may enter
into commitments to purchase securities in accordance with the Fund's
investment program, including reverse repurchase agreements, delayed
delivery and when-issued securities, which may be considered the issuance
of senior securities to the extent permitted under applicable regulations;
(b) the Fund may engage in transactions that may result in the issuance of
a senior security to the extent permitted under applicable regulations, the
interpretation of the 1940 Act or an exemptive order; (c) the Fund may
engage in short sales of securities to the extent permitted in its
investment program and other restrictions; (d) the purchase or sale of
futures contracts and related options shall not be
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considered to involve the issuance of senior securities; and (e) subject to
fundamental restrictions, the Fund may borrow money as authorized by the
1940 Act.
16. With respect to Corporate Bond and U.S. Government Funds, not to invest in
restricted securities (restricted securities are securities for which an
active and substantial market does not exist at the time of purchase or
upon subsequent valuation, or for which there are legal or contractual
restrictions as to disposition); provided, however that Limited Maturity
Bond Fund may invest in restricted securities if those securities are
eligible for resale to qualified institutional investors pursuant to Rule
144A under the Securities Act of 1933; and Global Aggressive Bond Fund, may
not invest more than 15% of its total assets in illiquid securities.
The Global Aggressive Bond Fund will not purchase securities on margin
except as provided below. The following investment policy of Global Aggressive
Bond Fund is not a fundamental policy and may be changed by a vote of a majority
of the Fund's Board of Directors without shareholder approval. Global Aggressive
Bond Fund may purchase and sell futures contracts and related options under the
following conditions: (a) the then current aggregate futures market prices of
financial instruments required to be delivered and purchased under open futures
contracts shall not exceed 30% of the Fund's total assets, at market value; and
(b) no more than 5% of the Fund's total assets, at market value at the time of
entering into a contract, shall be committed to margin deposits in relation to
futures contracts.
With respect to Fundamental Policy (1), the Global Aggressive Bond Fund has
entered into an undertaking with the Arkansas Securities Department pursuant to
which the Fund has agreed to limit the purchase of securities of issuers in
operation for less than three years ("unseasoned issuers") to 5% of total Fund
assets. The Fund may exceed the 5% limit if, in the future, the Arkansas
Securities Department permits a larger percentage of assets to be invested in
unseasoned issuers.
The above limitations, other than those relating to borrowing, are
applicable at the time of investment, and later increases or decreases in
percentages resulting from changes in value of net assets will not result in
violation of such limitations. The Fund interprets Fundamental Policy (8) to
prohibit the purchase of real estate limited partnerships.
TAX-EXEMPT FUND'S FUNDAMENTAL POLICIES
Tax-Exempt Fund's fundamental investment policies are:
1. Not to invest more than 20% of its assets in securities which are not
tax-exempt securities, except for temporary defensive purposes;
2. Not to borrow money, except that borrowings from banks for temporary or
emergency purposes may be made in an amount up to 10% of the Fund's total
assets at the time the loan is made;
3. Not to issue senior securities as defined in the Investment Company Act of
1940 except insofar as the Fund may be deemed to have issued senior
securities by reason of borrowing money for temporary or emergency purposes
or purchasing securities on a when-issued or delayed delivery basis;
4. Not to purchase any securities on margin (except for such short-term
credits as are necessary for the clearance of purchases and sales of
portfolio securities) or sell any securities short;
5. Not to make loans, except that this does not prohibit the purchase of a
portion of an issue of publicly distributed bonds, debentures, notes or
other debt securities, or entry into a repurchase agreement;
6. Not to engage in the business of underwriting securities issued by other
persons except to the extent that the Fund may technically be deemed to be
an underwriter under the Securities Act of 1933 in purchasing and selling
portfolio securities;
7. Not to invest in real estate, real estate mortgage loans, commodities,
commodity futures contracts or interests in oil, gas or other mineral
exploration or development programs, provided that this limitation shall
not prohibit the purchase of securities issued by companies, including real
estate investment trusts, which invest in real estate or interests therein;
8. Not to invest more than 5% of its total assets in securities of any one
issuer, except securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities;
9. Not to purchase securities of other investment companies, or acquire voting
securities, except in connection with a merger, consolidation, acquisition
or reorganization;
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10. Not to invest more than 25% of its total assets in securities the issuers
of which are in the same industry. For purposes of this limitation, the
U.S. government, its agencies or instrumentalities, and state or municipal
governments and their political subdivisions are not considered members of
any industry;
11. Not to pledge, mortgage or hypothecate its assets, except to secure
borrowings permitted by fundamental investment policy number (2) above;
12. Not to write, purchase or sell put or call options or combinations thereof,
except that it may purchase and hold puts or "stand-by commitments"
relating to municipal securities, as described in this prospectus;
13. Not to invest in securities which are not readily marketable, securities
the disposition of which is restricted under federal securities laws or
repurchase agreements maturing in more than seven days (collectively
"illiquid securities") if, as a result, more than 10% of the Fund's net
assets would be invested in illiquid securities.
For purposes of restrictions (8) and (10) above, each governmental
subdivision, i.e., state, territory, possession of the United States or any
political subdivision of any of the foregoing, including agencies, authorities,
instrumentalities, or similar entities, or of the District of Columbia shall be
considered a separate issuer if its assets and revenues are separate from those
of the governmental body creating it and the security is backed only by its own
assets and revenues. Further, in the case of an industrial development bond, if
the security is backed only by the assets and revenues of a non-governmental
user, then such non-governmental user will be deemed to be the sole issuer. If
an industrial development bond or government issued security is guaranteed by a
governmental or other entity, such guarantee would be considered a separate
security issued by the guarantor.
The above limitations are applicable at the time of investment, and later
increases or decreases in percentages resulting from changes in value or net
assets will not result in violation of such limitations.
CASH FUND'S FUNDAMENTAL POLICIES
Cash Fund's fundamental investment policies are:
1. Not to purchase any securities other than those referred to under "Security
Cash Fund," page 21;
2. Not to borrow money, except that the Fund may borrow for temporary purposes
or to meet redemption requests which might otherwise require the untimely
disposition of a security (not for leveraging) in amounts not exceeding 10%
of the current value of its total assets (including the amount borrowed)
less liabilities (not including the amount borrowed) at the time the
borrowing is made. It is intended that any such borrowing will be
liquidated before additional portfolio securities are purchased;
3. Not to pledge its assets or otherwise encumber them in excess of 10% of its
net assets (taken at market value at the time of pledging) and then only to
secure borrowings effected within the limitations set forth in restriction
2;
4. Not to make loans of money or securities, except (a) by the purchase of
debt obligations in which the Fund may invest consistent with its
investment objectives and policies or (b) by investment in repurchase
agreements, subject to limitations described under "Security Cash Fund,"
page 21;
5. Not to invest in the securities of an issuer if the officers and directors
of the Fund or Manager own more than 1/2 of 1% of such securities, or if
all such persons together own more than 5% of such securities;
6. Not to purchase a security if, as a result, with respect to 75% of the
value of the Fund's total assets, more than 5% of the value of its total
assets would be invested in the securities of any one issuer (other than
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities);
7. Not to purchase more than 10% of any class of securities of any issuer.
(For purposes of this restriction, all outstanding debt securities of any
issuer are considered one class.)
8. Not to invest more than 25% of the market or other fair value of its total
assets in the securities of issuers, all of which conduct their principal
business activities in the same industry. (For purposes of this
restriction, utilities will be divided according to their services; for
example, gas, gas transmission, electric, water and telephone utilities
will each be treated as being a separate industry. This restriction does
not apply to investment in bank obligations or obligations issued or
guaranteed by the United States Government or its agencies or
instrumentalities.)
9. Not to purchase securities on margin, except for such short-term credits as
are necessary for the clearance of purchases and sales of portfolio
securities;
32
<PAGE>
10. Not to invest more than 5% of the market or other fair value of its total
assets in securities of companies having a record, together with
predecessors, of less than three years of continuous operation. (This
restriction shall not apply to banks or any obligation of the United States
Government, its agencies or instrumentalities.)
11. Not to engage in the underwriting of securities except insofar as the Fund
may be deemed an underwriter under the Securities Act of 1933 in disposing
of a portfolio security;
12. Not to make short sales of securities;
13. Not to purchase or sell real estate, although it may purchase securities of
issuers which engage in real estate operations, securities which are
secured by interests in real estate, or securities representing interests
in real estate;
14. Not to invest for the purpose of exercising control of management of
another company;
15. Not to purchase oil, gas or other mineral leases, rights, or royalty
contracts or exploration or development programs, except that the Fund may
invest in the securities of companies which invest in or sponsor such
programs;
16. Not to purchase securities of other investment companies, except in
connection with a merger, consolidation, reorganization or acquisition of
assets;
17. Not to write, purchase or sell puts, calls, or combinations thereof;
18. Not to purchase or sell commodities or commodity futures contracts;
19. Not to issue senior securities as defined in the Investment Company Act of
1940.
In order to permit the sale of shares of Cash Fund in certain states, the
Fund may make commitments more restrictive than the fundamental restrictions
described above. Should the Fund determine that any such commitment is no longer
in the best interest of the Fund and its stockholders, it will revoke the
commitment by terminating sales of its shares in the state(s) involved.
Any investment restriction except restriction 2, which involves a maximum
or minimum percentage of securities or assets shall not be considered to be
violated unless an excess over or a deficiency under the percentage occurs
immediately after, and is caused by, an acquisition or disposition of securities
or utilization of assets by Cash Fund.
OFFICERS AND DIRECTORS
The officers and directors of the Funds and their principal occupations for
at least the last five years are as follows. Unless otherwise noted, the address
of each officer and director is 700 Harrison Street, Topeka, Kansas 66636-0001.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND POSITIONS HELD WITH THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
JOHN D. CLELAND,* President and Director Senior Vice President and Director, Security Management Company.
WILLIS A. ANTON, JR., Director Partner, Classic Awning & Design. Prior to October 1991, President,
3616 Yorkway Classic Awning & Design.
Topeka, Kansas 66604
DONALD A. CHUBB, JR.,** Director President, Neon Tube Light Company, Inc.
605 SE 8th Street
Topeka, Kansas 66607
DONALD L. HARDESTY, Director President, Central Research Corporation.
900 Bank IV Tower
Topeka, Kansas 66603
PENNY A. LUMPKIN,** Director Vice President, Palmer News, Inc. Prior to October 1991, Secretary
3616 Canterbury Town Road and Director, Palmer Companies, Inc. (Wholesale Periodicals).
Topeka, Kansas 66610
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND POSITIONS HELD WITH THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
MARK L. MORRIS, JR.,** Director President, Mark Morris Associates (Veterinary Research and Education).
5500 SW 7th Street
Topeka, Kansas 66606
JEFFREY B. PANTAGES,* Director Senior Vice President and Chief Investment Officer, Security Benefit
Life Insurance Company, and President, Chief Investment Officer and
Director, Security Management Company. Prior to April 1992, Managing
Director, Prudential Life.
JAMES R. SCHMANK, Vice President and Treasurer Senior Vice President, Treasurer, Chief Fiscal Officer and Director,
Security Management Company; Vice President, Security Benefit Group,
Inc.
JANE A. TEDDER, Vice President Vice President and Senior Portfolio Manager, Security Management
Company.
MARK E. YOUNG, Vice President Vice President - Operations, Security Management Company.
AMY J. LEE, Secretary Associate Counsel, Security Benefit Group, Inc.
BRENDA M. LUTHI, Assistant Treasurer and Assistant Secretary Assistant Vice President, Assistant Treasurer and Assistant Secretary,
Security Management Company.
GREGORY A. HAMILTON, Assistant Vice President (Income Fund) Second Vice President, Security Management Company. Prior to December
1992, First Vice President and Manager of Investments Division,
Mercantile National Bank.
- ------------------------------------------------------------------------------------------------------------------------------------
*These directors are deemed to be "interested persons" of the Funds under the Investment Company Act of 1940, as amended.
**These directors serve on the Funds' audit committee, the purpose of which is to meet with the independent auditors, to review the
work of the auditors, and to oversee the handling by Security Management Company of the accounting functions for the Funds.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The officers of the Funds hold identical offices with each of the other
Funds managed by the Investment Manager, except Ms. Tedder who is also Vice
President of SBL Fund and Mr. Hamilton who is also Assistant Vice President of
SBL Fund and Security Equity Fund. The directors of the Funds also serve as
directors of each of the other Funds managed by the Investment Manager. See the
table under "Investment Management," page 42, for positions held by such persons
with the Investment Manager. Messrs. Cleland and Young and Ms. Lee hold
identical offices for the Distributor (Security Distributors, Inc.) of Corporate
Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond and
Tax-Exempt Funds. Mr. Schmank is Vice President of the Distributor and Ms. Luthi
is Treasurer of the Distributor. Messrs. Cleland and Schmank are also directors
of the Distributor.
REMUNERATION OF DIRECTORS AND OTHERS
The Funds' directors, except those directors who are "interested persons"
of the Funds, receive from each Fund an annual retainer of $1,042 and a fee of
$100 per meeting, plus reasonable travel costs, for each meeting of the board
attended. In addition, certain directors who are members of the Funds' joint
audit committee receive a fee of $100 per hour and reasonable travel costs for
each meeting of the Funds' audit committee attended.
The Funds do not pay any fees to, or reimburse expenses of, their directors
who are considered "interested persons" of the Fund. The aggregate compensation
paid by the Fund to each of the directors during the fiscal year ended December
31, 1994, and the aggregate compensation paid to each of the directors during
calendar year 1994 by all seven of the registered investment companies to which
the Adviser provides investment advisory services (collectively, the "Security
Fund Complex"), are set forth in the accompanying chart. Each of the directors
is a director of each of the other registered investment companies in the
Security Fund Complex.
34
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PENSION OR RETIREMENT
AGGREGATE BENEFITS ACCRUED AS
COMPENSATION PART OF FUND EXPENSES ESTIMATED TOTAL
-------------------------- --------------------------- ANNUAL COMPENSATION FROM
NAME OF TAX- TAX- BENEFITS THE SECURITY FUND
DIRECTOR OF INCOME EXEMPT CASH INCOME EXEMPT CASH UPON COMPLEX, INCLUDING
THE FUND FUND FUND FUND FUND FUND FUND RETIREMENT THE FUNDS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Willis A. Anton, Jr. $1,431 $1,431 $1,431 $ 0 $ 0 $ 0 $0 $17,175
Donald A. Chubb, Jr. 1,081 1,081 1,081 0 0 0 0 12,975
John D. Cleland 0 0 0 0 0 0 0 0
Donald L. Hardesty 1,081 1,081 1,081 0 0 0 0 12,975
Penny A. Lumpkin 1,476 1,442 1,455 0 0 0 0 17,474
Mark L. Morris, Jr. 1,060 1,060 1,060 0 0 0 0 12,725
Jeffrey B. Pantages 0 0 0 0 0 0 0 0
Harold G. Worswick* 0 0 0 0 0 0 0 17,422
John J. Schaff 350 350 350 0 0 0 0 4,200
- ------------------------------------------------------------------------------------------------------------------------------------
*Each of the Security Income, Tax-Exempt and Cash Funds have accrued deferred compensation in the amount of $1,431 for Mr. Worswick
as of December 31, 1994.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
On January 31, 1995, the Funds' officers and directors (as a group)
beneficially owned 39,569, 0, 2,171, and 30,560 of Class A shares of Corporate
Bond, Limited Maturity Bond, U.S. Government, and Tax-Exempt Funds,
respectively, which represented approximately .291%, 0%, .122% and 1.160% of the
total outstanding Class A shares on that date. Cash Fund's officers and
directors (as a group) beneficially owned 225,333 shares which represented
approximately .432% of the total outstanding shares on January 31, 1995.
HOW TO PURCHASE SHARES
As discussed below, shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds may be purchased with
either a front-end or contingent deferred sales charge. Shares of Cash Fund are
offered by the Fund without a sales charge. Each of the Funds reserves the right
to withdraw all or any part of the offering made by this prospectus and to
reject purchase orders.
As a convenience to investors and to save operating expenses, the Funds do
not issue certificates for Fund shares except upon written request by the
stockholder.
CORPORATE BOND, LIMITED MATURITY BOND, U.S. GOVERNMENT, GLOBAL AGGRESSIVE BOND
AND TAX-EXEMPT FUNDS
Security Distributors, Inc. (the "Distributor"), 700 SW Harrison, Topeka,
Kansas, a wholly-owned subsidiary of the Investment Manager, is principal
underwriter for Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds. Investors may purchase shares of these
Funds through authorized dealers who are members of the National Association of
Securities Dealers, Inc. In addition, banks and other financial institutions may
make shares of the Funds available to their customers. (Banks and other
financial institutions that make shares of the Funds available to their
customers in Texas must be registered with that state as securities dealers.)
The minimum initial purchase must be $100 and subsequent purchases must be $100
unless made through an Accumulation Plan which allows a minimum initial purchase
of $100 and subsequent purchases of $20. (See "Accumulation Plan," page 41.) An
application may be obtained from the Distributor.
Orders for the purchase of shares of the Funds will be confirmed at an
offering price equal to the net asset value per share next determined after
receipt of the order in proper form by the Distributor (generally as of the
close of the Exchange on that day) plus the sales charge in the case of Class A
shares of the Funds. Orders received by dealers or other firms prior to the
close of the Exchange and received by the Distributor prior to the close of its
business day will be confirmed at the offering price effective as of the close
of the Exchange on that day. Dealers and other financial services firms are
obligated to transmit orders promptly.
ALTERNATIVE PURCHASE OPTIONS
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive
Bond and Tax-Exempt Funds offer two classes of shares:
CLASS A SHARES - FRONT-END LOAD OPTION. Class A shares are sold with a
sales charge at the time of purchase. Class A shares are not subject to a sales
charge when they are redeemed (except that shares sold in
35
<PAGE>
an amount of $1,000,000 or more without a front-end sales charge will be subject
to a contingent deferred sales charge of 1% for one year). See Appendix A for a
discussion of "Rights of Accumulation" and "Statement of Intention," which
options may serve to reduce the front-end sales charge.
CLASS B SHARES - BACK-END LOAD OPTION. Class B shares are sold without a
sales charge at the time of purchase, but are subject to a deferred sales charge
if they are redeemed within five years of the date of purchase. Class B shares
will automatically convert tax-free to Class A shares at the end of eight years
after purchase.
The decision as to which class is more beneficial to an investor depends on
the amount and intended length of the investment. Investors who would rather pay
the entire cost of distribution at the time of investment, rather than spreading
such cost over time, might consider Class A shares. Other investors might
consider Class B shares, in which case 100% of the purchase price is invested
immediately, depending on the amount of the purchase and the intended length of
investment. The Funds will not normally accept any purchase of Class B shares in
the amount of $250,000 or more.
Dealers or others may receive different levels of compensation depending on
which class of shares they sell.
CLASS A SHARES
Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are offered at net asset value plus
an initial sales charge as follows:
- --------------------------------------------------------------------------------
SALES CHARGE
----------------------------------------------
APPLICABLE PERCENTAGE
AMOUNT OF PURCHASE PERCENTAGE OF PERCENTAGE OF NET REALLOWABLE
AT OFFERING PRICE OFFERING PRICE AMOUNT INVESTED TO DEALERS
- --------------------------------------------------------------------------------
Less than $50,000................. 4.75% 4.99% 4.00%
$50,000 but less than $100,000.... 3.75 3.90 3.00
$100,000 but less than $250,000... 2.75 2.83 2.20
$250,000 but less than $1,000,000. 1.75 1.78 1.40
$1,000,000 or more................ None None (See below)
- --------------------------------------------------------------------------------
Purchases of Class A shares of these Funds in amounts of $1,000,000 or more
are at net asset value (without a sales charge), but are subject to a contingent
deferred sales charge of 1% in the event of redemption within one year following
purchase. For a discussion of the contingent deferred sales charge, see
"Calculation and Waiver of Contingent Deferred Sales Charges" page 39. The
Distributor will pay a commission to dealers on purchases of $1,000,000 or more
as follows: 1.00% on sales up to $5,000,000, plus .50% on sales of $5,000,000 or
more up to $10,000,000, and .10% on any amount of $10,000,000 or more.
The Investment Manager may, at its expense, pay a service fee to dealers
who satisfy certain criteria established by the Investment Manager from time to
time relating to the volume of their sales of Class A shares of Tax-Exempt Fund
and certain other Security Funds during prior periods and certain other factors,
including providing to their clients who are stockholders of the Funds certain
services, which include assisting in maintaining records, processing purchase
and redemption requests and establishing shareholder accounts, assisting
shareholders in changing account options or enrolling in specific plans, and
providing shareholders with information regarding the Funds and related
developments. Service fees are paid quarterly and may be discontinued at any
time.
SECURITY INCOME FUND'S CLASS A DISTRIBUTION PLAN
As discussed in the prospectus, each of Corporate Bond, Limited Maturity
Bond, U.S. Government and Global Aggressive Bond Funds has a Distribution Plan
for its Class A shares pursuant to Rule 12b-1 under the Investment Company Act
of 1940. The Plan authorizes these Funds to pay an annual fee to the Distributor
of .25% of the average daily net asset value of the Class A shares of each Fund
to finance various activities relating to the distribution of such shares of the
Funds to investors. These expenses include, but are not limited to, the payment
of compensation (including compensation to securities dealers and other
financial institutions and organizations) to obtain various administrative
services for each Fund. These services include, among other
36
<PAGE>
things, processing new shareholder account applications and serving as the
primary source of information to customers in answering questions concerning
each Fund and their transactions with the Fund. The Distributor is also
authorized to engage in advertising, the preparation and distribution of sales
literature and other promotional activities on behalf of each Fund. The
Distributor is required to report in writing to the Board of Directors of Income
Fund and the board will review at least quarterly the amounts and purpose of any
payments made under the Plan. The Distributor is also required to furnish the
board with such other information as may reasonably be requested in order to
enable the board to make an informed determination of whether the Plan should be
continued.
The Plan became effective on August 15, 1985, and was renewed by the
directors of Income Fund on February 3, 1995, as to each of Corporate Bond and
U.S. Government Funds. The Plan was adopted with respect to Limited Maturity
Bond and Global Aggressive Bond Funds on October 21, 1994 and February 3, 1995,
respectively. The Plan will continue from year to year, provided that such
continuance is approved at least annually by a vote of a majority of the Board
of Directors of each Fund, including a majority of the independent directors
cast in person at a meeting called for the purpose of voting on such
continuance. The Plan can also be terminated at any time on 60 days' written
notice, without penalty, if a majority of the disinterested directors or the
Class A shareholders vote to terminate the Plan. Any agreement relating to the
implementation of the Plan terminates automatically if it is assigned. The Plan
may not be amended to increase materially the amount of payments thereunder
without approval of the Class A shareholders of the Funds.
Because all amounts paid pursuant to the Distribution Plan are paid to the
Distributor, the Investment Manager and its officers, directors and employees,
including Messrs. Cleland and Pantages (directors of the Fund), Messrs. Young
and Schmank, Ms. Tedder, Ms. Lee and Ms. Luthi (officers of the Fund), all may
be deemed to have a direct or indirect financial interest in the operation of
the Distribution Plan. None of the independent directors have a direct or
indirect financial interest in the operation of the Distribution Plan.
Benefits from the Distribution Plan may accrue to the Funds and their
stockholders from the growth in assets due to sales of shares to the public
pursuant to the Distribution Agreement with the Distributor. Increases in the
Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds' net assets from sales pursuant to its Distribution Plan and
Agreement may benefit shareholders by reducing per share expenses, permitting
increased investment flexibility and diversification of Corporate Bond, Limited
Maturity Bond, U.S. Government and Global Aggressive Bond Funds' assets, and
facilitating economies of scale (e.g., block purchases) in the Funds' securities
transactions.
Distribution fees paid by Class A stockholders of Corporate Bond and U.S.
Government Funds to the Distributor under the Plan for the year ended December
31, 1994, totaled $272,586. (The Limited Maturity Bond and Global Aggressive
Bond Funds did not begin operating until January 17, 1995 and June 1, 1995,
respectively, and as a result, paid no distribution fees in 1994.) Approximately
$160,239 of this amount was paid as a service fee to broker/dealers, $40,627 was
spent on advertising, and $116,457 was spent on promotions. The amount spent on
promotions consists primarily of amounts reimbursed to dealers for expenses
(primarily travel, meals and lodging) incurred in connection with attendance by
their representatives at educational meetings concerning Corporate Bond and U.S.
Government Funds. The Distributor may engage the services of an affiliated
advertising agency for advertising, preparation of sales literature and other
distribution-related activities.
CLASS B SHARES
Class B shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are offered at net asset value,
without an initial sales charge. With certain exceptions, these Funds may impose
a deferred sales charge on shares redeemed within five years of the date of
purchase. No deferred sales charge is imposed on amounts redeemed thereafter. If
imposed, the deferred sales charge is deducted from the redemption proceeds
otherwise payable to the stockholder. The deferred sales charge is retained by
the Distributor.
37
<PAGE>
Whether a contingent deferred sales charge is imposed and the amount of the
charge will depend on the number of years since the stockholder made a purchase
payment from which an amount is being redeemed, according to the following
schedule:
YEAR SINCE PURCHASE PAYMENT WAS MADE CONTINGENT DEFERRED SALES CHARGE
First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth and Following 0%
Class B shares (except shares purchased through the reinvestment of
dividends and other distributions with respect to Class B shares) will
automatically convert on the eighth anniversary of the date such shares were
purchased to Class A shares which are subject to a lower, or in the case of
Tax-Exempt Fund, no distribution fee. This automatic conversion of Class B
shares will take place without imposition of a front-end sales charge or
exchange fee. (Conversion of Class B shares represented by stock certificates
will require the return of the stock certificates to the Investment Manager.)
All shares purchased through reinvestment of dividends and other distributions
with respect to Class B shares ("reinvestment shares") will be considered to be
held in a separate subaccount. Each time any Class B shares (other than those
held in the subaccount) convert to Class A shares, a pro rata portion of the
reinvestment shares held in the subaccount will also convert to Class A shares.
Class B shares so converted will no longer be subject to the higher expenses
borne by Class B shares. Because the net asset value per share of the Class A
shares may be higher or lower than that of the Class B shares at the time of
conversion, although the dollar value will be the same, a shareholder may
receive more or less Class A shares than the number of Class B shares converted.
Under current law, it is the Funds' opinion that such a conversion will not
constitute a taxable event under federal income tax law. In the event that this
ceases to be the case, the Board of Directors will consider what action, if any,
is appropriate and in the best interests of the Class B stockholders.
CLASS B DISTRIBUTION PLAN
Each of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds bear some of the costs of selling its Class
B shares under a Distribution Plan adopted with respect to its Class B shares
("Class B Distribution Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act"). This Plan was adopted by the Board of
Directors of Corporate Bond, U.S. Government and Tax-Exempt Funds on July 23,
1993 and was renewed on February 3, 1994. The Plan was adopted with respect to
Limited Maturity Bond and Global Aggressive Bond Funds on October 21, 1994 and
February 3, 1995, respectively. The Plan provides for payments at an annual rate
of 1.00% of the average daily net asset value of Class B shares. Amounts paid by
the Funds are currently used to pay dealers and other firms that make Class B
shares available to their customers (1) a commission at the time of purchase
normally equal to 4.00% of the value of each share sold and (2) a service fee
payable for the first year, initially, and for each year thereafter, quarterly,
in an amount equal to .25% annually of the average daily net asset value of
Class B shares sold by such dealers and other firms and remaining outstanding on
the books of the Funds.
Rules of the National Association of Securities Dealers, Inc. ("NASD")
limit the aggregate amount that each Fund may pay annually in distribution costs
for the sale of its Class B shares to 6.25% of gross sales of Class B shares
since the inception of the Distribution Plan, plus interest at the prime rate
plus 1% on such amount (less any contingent deferred sales charges paid by Class
B shareholders to the Distributor). The Distributor intends, but is not
obligated, to continue to pay or accrue distribution charges incurred in
connection with the Class B Distribution Plan which exceed current annual
payments permitted to be received by the Distributor from the Funds. The
Distributor intends to seek full payment of such charges from the Fund (together
with annual interest thereon at the prime rate plus 1%) at such time in the
future as, and to the extent that, payment thereof by the Funds would be within
permitted limits.
Each Fund's Class B Distribution Plan may be terminated at any time by vote
of its directors who are not interested persons of the Fund as defined in the
1940 Act or by vote of a majority of the outstanding Class B
38
<PAGE>
shares. In the event the Class B Distribution Plan is terminated by the Class B
stockholders or the Funds' Board of Directors, the payments made to the
Distributor pursuant to the Plan up to that time would be retained by the
Distributor. Any expenses incurred by the Distributor in excess of those
payments would be absorbed by the Distributor. Distribution fees paid by Class B
stockholders of Corporate Bond, U.S. Government and Tax-Exempt Funds to the
Distributor under the Plan for the year ended December 31, 1994, totaled
$30,407. (The Limited Maturity Bond and Global Aggressive Bond Funds did not
begin operating until January 17, 1995 and June 1, 1995, respectively and as a
result, paid no distribution fees in 1994.) The Funds make no payments in
connection with the sales of their Class B shares other than the distribution
fee paid to the Distributor.
CALCULATION AND WAIVER OF CONTINGENT DEFERRED SALES CHARGES
Any contingent deferred sales charge imposed upon redemption of Class A
shares (purchased in an amount of $1,000,000 or more) and Class B shares is a
percentage of the lesser of (1) the net asset value of the shares redeemed or
(2) the net cost of such shares. No contingent deferred sales charge is imposed
upon redemption of amounts derived from (1) increases in the value above the net
cost of such shares due to increases in the net asset value per share of the
Fund; (2) shares acquired through reinvestment of income dividends and capital
gain distributions; or (3) Class A shares (purchased in an amount of $1,000,000
or more) held for more than one year or Class B shares held for more than five
years. Upon request for redemption, shares not subject to the contingent
deferred sales charge will be redeemed first. Thereafter, shares held the
longest will be the first to be redeemed.
The contingent deferred sales charge is waived: (1) following the death of
a stockholder if redemption is made within one year after death, (2) upon the
disability (as defined in Section 72(m)(7) of the Internal Revenue Code) of a
stockholder prior to age 65 if redemption is made within one year after the
disability, provided such disability occurred after the stockholder opened the
account; (3) in connection with required minimum distributions in the case of an
IRA, SAR-SEP or Keogh or any other retirement plan qualified under Section
401(a), 401(k) or 403(b) of the Code; and (4) in the case of distributions from
retirement plans qualified under Section 401(a) or 401(k) of the Internal
Revenue Code due to (i) returns of excess contributions to the plan, (ii)
retirement of a participant in the plan, (iii) a loan from the plan (repayment
of loans, however, will constitute new sales for purposes of assessing the
CDSC), (iv) "financial hardship" of a participant in the plan, as that term is
defined in Treasury Regulation Section 1.401(k)-1(d)(2), as amended from time to
time, (v) termination of employment of a participant in the plan, (vi) any other
permissible withdrawal under the terms of the plan. The contingent deferred
sales charge will also be waived in the case of redemptions of shares of the
Funds pursuant to a Systematic Withdrawal Program (refer to page 41 for
details).
ARRANGEMENTS WITH BROKER/DEALERS AND OTHERS
The Investment Manager or Distributor, from time to time, will provide
promotional incentives or pay a bonus, including reallowance of up to the entire
sales charge, to certain dealers whose representatives have sold or are expected
to sell significant amounts of the Funds and/or certain other Funds managed by
the Investment Manager. Such promotional incentives will include payment for
attendance (including travel and lodging expenses) by qualifying registered
representatives (and members of their families) to sales seminars at luxury
resorts within or without the United States. The Distributor may also provide
financial assistance to dealers in connection with advertising. No compensation
will be offered to the extent it is prohibited by the laws of any state or
self-regulatory agency, such as the National Association of Securities Dealers,
Inc. ("NASD"). A Dealer to whom substantially the entire sales charge of Class A
shares is reallowed may be deemed to be an "underwriter" under federal
securities laws.
The Distributor also may pay banks and other financial services firms that
facilitate transactions in shares of the funds for their clients a transaction
fee up to the level of the payments made allowable to dealers for the sale of
such shares as described above. Banks currently are prohibited under the
Glass-Steagall Act from providing certain underwriting or distribution services.
If banking firms were prohibited from acting in any capacity or providing any of
the described services, the Fund's Board of Directors would consider what
action, if any, would be appropriate.
In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.
39
<PAGE>
The Investment Manager or Distributor also may pay a marketing allowance to
dealers who meet certain eligibility criteria. This allowance is paid with
reference to new sales of Fund shares (except shares of Cash Fund) in a calendar
year and may be discontinued at any time. To be eligible for this allowance in
any given year, the dealer must sell a minimum of $2,000,000 of Class A and
Class B shares during that year. The applicable marketing allowance factors are
set forth below.
- --------------------------------------------------------------------------------
APPLICABLE MARKETING
AGGREGATE NEW SALES ALLOWANCE FACTOR*
- --------------------------------------------------------------------------------
Less than $2 million........................................ .00%
$2 million but less than $5 million......................... .15%
$5 million but less than $10 million........................ .25%
$10 million but less than $15 million....................... .35%
$15 million but less than $20 million....................... .50%
$20 million or more......................................... .75%
- --------------------------------------------------------------------------------
*The maximum marketing allowance factor applicable per this schedule will be
applied to all new sales in the calendar year to determine the marketing
allowance payable for such year.
- --------------------------------------------------------------------------------
For the calendar year ended December 31, 1994, Legend Equities Corporation
and Financial Network Investment Corporation received marketing allowances in
the amount of $29,383 and $2,991 respectively.
CASH FUND
Cash fund offers a single class of shares which is offered at net asset
value next determined after an order is accepted. There is no sales charge or
load. The minimum initial investment in Cash Fund is $100 for each account.
Subsequent investments may be made in any amount of $20 or more. Cash Fund
purchases may be made in any of the following ways:
1. BY MAIL.
(a) A check or negotiable bank draft should be sent to:
Security Cash Fund
P.O. Box 2548
Topeka, Kansas 6660l-2548
(b) Make check or draft payable to "Security Cash Fund."
(c) For initial investment include a completed investment application
found at the back of the prospectus.
2. BY WIRE.
(a) Call the Fund to advise of the investment. The Fund will supply an
account number at the time of the initial investment and provide
instructions for having your bank wire federal funds.
(b) Wire federal funds to: Bank IV of Topeka
Attention Security Distributors, Inc.
Topeka, Kansas 66603
Include investor's name and the account number.
(c) For initial investment, send a completed investment application to the
Fund at the above address.
3. THROUGH BROKER/DEALERS. Investors may, if they wish, invest in Cash Fund by
purchasing shares through registered broker/dealers. Such broker/dealers
who process orders on behalf of their customers may charge a fee for their
services. Investments made directly without the assistance of a
broker/dealer are without charge.
Since Cash Fund invests in money market securities which require immediate
payment in federal funds, monies received from the sales of its shares must be
monies held by a commercial bank and be on deposit at one of the Federal Reserve
Banks. A record date for each stockholder's investment is established each
business day and used to distribute the following day's dividend. If federal
funds are received prior to 2:00 p.m. (Central time) the investment will be made
on that day and the investor will receive the following day's dividend. Federal
funds received after 2:00 p.m. on any business day will not be invested until
the following business day. Cash Fund will not be responsible for any delays in
the wire transfer system. All checks are accepted subject to collection at full
face value in United States funds and must be drawn in United States dollars on
a United States bank.
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<PAGE>
PURCHASES AT NET ASSET VALUE
Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds may be purchased at net asset value
by (1) directors, officers and employees of the Funds, the Funds' Investment
Manager or Distributor; directors, officers and employees of Security Benefit
Life Insurance Company and its subsidiaries; agents licensed with Security
Benefit Life Insurance Company; spouses or minor children of any such agents; as
well as the following relatives of any such directors, officers and employees
(and their spouses): spouses, grandparents, parents, children, grandchildren,
siblings, nieces and nephews; (2) any trust, pension, profit sharing or other
benefit plan established by any of the foregoing corporations for persons
described above; (3) retirement plans where third party administrators of such
plans have entered into certain arrangements with the Distributor or its
affiliates provided that no commission is paid to dealers; and (4) officers,
directors, partners or registered representatives (and their spouses and minor
children) of broker/dealers who have a selling agreement with the Distributor.
Such sales are made upon the written assurance of the purchaser that the
purchase is made for investment purposes and that the securities will not be
transferred or resold except through redemption or repurchase by or on behalf of
the Funds.
Life agents and associated personnel of broker/dealers must obtain a
special application from their employer or from the Distributor, in order to
qualify for such purchases.
Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds may also be purchased at net asset
value when the purchase is made on the recommendation of (i) a registered
investment adviser, trustee or financial intermediary who has authority to make
investment decisions on behalf of the investor; or (ii) a certified financial
planner or registered broker-dealer who either charges periodic fees to its
customers for financial planning, investment advisory or asset management
services, or provides such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" is imposed. The
Distributor must be notified when a purchase is made that qualifies under this
provision.
ACCUMULATION PLAN
Investors in Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond or Tax-Exempt Fund may purchase shares on a periodic basis under
an Accumulation Plan which provides for an initial investment of $100 minimum,
and subsequent investments of $20 minimum at any time. An Accumulation Plan is a
voluntary program, involving no obligation to make periodic investments, and is
terminable at will. Payments are made by sending a check to the Distributor who
(acting as an agent for the dealer) will purchase whole and fractional shares of
the Funds as of the close of business on the day such payment is received. A
confirmation and statement of account will be sent to the investor following
each investment. Certificates for whole shares will be issued upon request. No
certificates will be issued for fractional shares which may be withdrawn only by
redemption for cash.
Investors may choose to use "Secur-O-Matic" (automatic bank draft) to make
their Fund purchases. There is no additional charge for using Secur-O-Matic. An
application may be obtained from the Funds.
SYSTEMATIC WITHDRAWAL PROGRAM
A Systematic Withdrawal Program may be established by stockholders who wish
to receive regular monthly, quarterly, semiannual or annual payments of $25 or
more. A Program may also be based upon the liquidation of a fixed or variable
number of shares provided that the minimum amount is withdrawn. However, the
Funds do not recommend this (or any other amount) as an appropriate withdrawal.
Shares with a current offering price of $5,000 or more must be deposited with
the Investment Manager acting as agent for the stockholder under the Program.
There is no service charge on the Program as the Investment Manager pays the
costs involved.
Sufficient shares will be liquidated at net asset value to meet the
specified withdrawals. Liquidation of shares may deplete or possibly use up the
investment, particularly in the event of a market decline. Payments cannot be
considered as actual yield or income since part of such payments is a return of
capital and may constitute a taxable event to the stockholder. The maintenance
of a Withdrawal Program concurrently with purchases of additional shares of
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond
or Tax-Exempt Fund would be disadvantageous because of the sales commission
payable in respect to such purchases. During the withdrawal period, no payments
will be accepted under an Accumulation Plan. Income dividends and
41
<PAGE>
capital gains distributions are automatically reinvested at net asset value. If
an investor has an Accumulation Plan in effect, it must be terminated before a
Systematic Withdrawal Program may be initiated.
The stockholder receives confirmation of each transaction showing the
source of the payment and the share balance remaining in the Program. A Program
may be terminated on written notice by the stockholder or the Funds, and it will
terminate automatically if all shares are liquidated or withdrawn from the
account.
A stockholder may establish a Systematic Withdrawal Program with respect to
Class B shares without the imposition of any applicable contingent deferred
sales charge, provided that such withdrawals do not in any 12-month period,
beginning on the date the Program is established, exceed 10% of the value of the
account on that date ("Free Systematic Withdrawals"). Free Systematic
Withdrawals are not available if a Program established with respect to Class B
shares provides for withdrawals in excess of 10% of the value of the account in
any Program year and, as a result, all withdrawals under such a Program are
subject to any applicable contingent deferred sales charge. Free Systematic
Withdrawals will be made first by redeeming those shares that are not subject to
the contingent deferred sales charge and then by redeeming shares held the
longest. The contingent deferred sales charge applicable to a redemption of
Class B shares requested while Free Systematic Withdrawals are being made will
be calculated as described under "Calculation and Waiver of Contingent Deferred
Sales Charges," page 39. A Systematic Withdrawal form may be obtained from the
Funds.
INVESTMENT MANAGEMENT
Security Management Company (the "Investment Manager"), 700 Harrison
Street, Topeka, Kansas, has served as investment adviser to Income Fund,
Tax-Exempt Fund and Cash Fund, respectively, since September 14, 1970, October
7, 1983 and June 23, 1980. The current Investment Advisory Contracts for Income
Fund, Tax-Exempt Fund and Cash Fund, respectively, are dated March 27, 1987,
October 7, 1983 and June 23, 1980, and were renewed by the Funds' Board of
Directors at a regular meeting held February 3, 1995. The Investment Manager
also acts as investment adviser to Security Equity Fund, Security Growth and
Income Fund, Security Ultra Fund and SBL Fund. Security Benefit Group, Inc.
("SBG") owns all of the stock of the Investment Manager. SBG is an insurance and
financial services holding company wholly-owned by Security Benefit Life
Insurance Company, 700 Harrison Street, Topeka, Kansas 66636-0001. Security
Benefit Life, a mutual life insurance company with over $15 billion of insurance
in force, is incorporated under the laws of Kansas.
Pursuant to the Investment Advisory Contracts, the Investment Manager
furnishes investment advisory, statistical and research services to the Funds,
supervises and arranges for the purchase and sale of securities on behalf of the
Funds, provides for the maintenance and compilation of records pertaining to the
investment advisory functions, and also makes certain guarantees with respect to
the Funds' annual expenses. The Investment Manager guarantees that the aggregate
annual expenses of the respective Funds (including for any fiscal year, the
management fee, but excluding interest, taxes, brokerage commissions,
extraordinary expenses and Class B distribution fees) shall not for Corporate
Bond, Limited Maturity Bond, U.S. Government and Global Aggressive Bond Funds
exceed the level of expenses which the Fund is permitted to bear under the most
restrictive expense limitation imposed by any state in which shares of the Fund
are then qualified for sale and shall not for Tax-Exempt and Cash Funds exceed
1% of the Fund's average net assets for the year. The Investment Manager will
contribute such funds or waive such portion of its management fee as may be
necessary to insure that the aggregate expenses of the Funds will not exceed the
guaranteed maximum.
The most restrictive expense limitation currently imposed by state
securities regulation, of which the Investment Manager is aware, provides that
the aggregate annual expenses of an investment company shall not exceed 2 1/2%
of the first $30 million of the average net assets, 2% of the next $70 million
of the average net assets, and 1 1/2% of the remaining average net assets of the
investment company for any fiscal year, determined at least monthly. For this
limitation, "aggregate annual expenses" include management fees, but exclude
interest, taxes, brokerage commissions, extraordinary expenses (such as
litigation) and distribution fees.
The Investment Manager has retained Lexington Management Corporation (the
"Sub-Adviser") to furnish certain advisory services to Global Aggressive Bond
Fund pursuant to a Sub-Advisory Agreement, effective May 1, 1995. Pursuant to
this agreement, the Sub-Adviser furnishes investment advisory, statistical and
research facilities, supervises and arranges for the purchase and sale of
securities on behalf of Global Aggressive Bond Fund and provides for the
compilation and maintenance of records pertaining to such investment advisory
services, subject to the control and supervision of the Board of Directors of
Security Income Fund and the Investment Manager. For such services, the
Investment Manager pays the Sub-Adviser an amount equal to .35%
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<PAGE>
of the average net assets of Global Aggressive Bond Fund, computed on a daily
basis and payable monthly. The Sub-Advisory Agreement may be terminated without
penalty at any time by either party on 60 days' written notice and is
automatically terminated in the event of its assignment or in the event that the
Investment Advisory Contract between the Investment Manager and the Fund is
terminated, assigned or not renewed.
The Sub-Adviser is a wholly-owned subsidiary of Lexington Global Asset
Managers, Inc., a Delaware corporation with offices at Park 80 West Plaza Two,
Saddle Brook, New Jersey 07663. Descendants of Lunsford Richardson, Sr., their
spouses, trusts and other related entities have a majority voting control of the
outstanding shares of Lexington Global Asset Managers, Inc. The Sub-Adviser was
established in 1938 and currently manages over $3.8 billion in assets.
The Sub-Adviser has entered into a Sub-Advisory Agreement with MFR
Advisors, Inc. ("MFR") to provide investment and economic research services to
Global Aggressive Bond Fund, subject to the control and supervision of the Board
of Directors of Security Income Fund. For such services, the Sub-Adviser pays
MFR an amount equal to .15% of the average net assets of Global Aggressive Bond
Fund, computed on a daily basis and payable monthly.
MFR is a subsidiary of Maria Fiorini Ramirez, Inc. ("Ramirez") which was
established in August of 1992 to provide global economic consulting, investment
advisory and broker-dealer services. Ramirez is the successor firm to Maria
Ramirez Capital Consultants, Inc. ("MRCC"). MRCC was formed in April 1990 as a
subsidiary of John Hancock Freedom Securities Corporation and offered in-depth
economic consulting services to clients. MFR currently acts as sub-adviser to
the Lexington Ramirez Global Income Fund and also serves as an institutional
manager for private clients.
For its services, the Investment Manager is entitled to receive
compensation on an annual basis equal to .5% of the average daily closing value
of the Corporate Bond, Limited Maturity Bond, U.S. Government, Tax-Exempt and
Cash Fund's net assets and .75% of the average daily closing value of Global
Aggressive Bond Fund's net assets, each computed on a daily basis and payable
monthly. During the fiscal years ended December 31, 1994, 1993 and 1992, the
Funds paid the following amounts to the Investment Manager for its services:
1994 - $560,388; 1993 - $638,559; and 1992 - $501,895 for Income Fund; 1994 -
$146,469; 1993 - $156,664; and 1992 - $127,395 for Tax-Exempt Fund; and 1994 -
$285,251; 1993 - $238,198; and 1992 - $239,197 for Cash Fund. For the years
ended December 31, 1994, 1993 and 1992, the Investment Manager agreed to limit
the total expenses (including its compensation, but excluding interest, taxes
and extraordinary expenses and Class B distribution fees) of Corporate Bond and
U.S. Government Funds to 1.1% of the average daily net assets of the respective
Funds. Accordingly, the Investment Manager reimbursed the U.S. Government Fund
in the following amounts: 1994 - $11,684; 1993 - $10,364; and 1992 - $7,376; and
Corporate Bond Fund: 1994 - $4,276. For the years ended December 31, 1993 and
1992, expenses incurred by Cash Fund exceeded 1% of the average net assets and
accordingly, the Investment Manager reimbursed Cash Fund in the following
amounts: 1993 - $9,761; and 1992 - $15,578. For the year ended December 31,
1994, expenses incurred by Tax-Exempt Fund exceeded 1% of the average net assets
and accordingly, the Investment Manager reimbursed Tax-Exempt Fund $1,505.
Figures for Limited Maturity Bond and Global Aggressive Bond Funds are not
available as these Funds did not begin operations until January 17, 1995 and
June 1, 1995, respectively.
Each Fund will pay all of its expenses not assumed by the Investment
Manager or the Distributor including organization expenses; directors' fees;
fees and expenses of custodian; taxes and governmental fees; interest charges;
membership dues; brokerage commissions; reports; proxy statements; costs of
stockholder and other meetings; Class B distribution fees; and legal, auditing
and accounting expenses. Each Fund will also pay for the preparation and
distribution of the prospectus to its stockholders and all expenses in
connection with its registration under federal and state securities laws. Each
Fund will pay nonrecurring expenses as may arise, including litigation affecting
it.
The Investment Advisory Contracts between Security Management Company and
Income Fund, Tax-Exempt Fund and Cash Fund, dated March 27, 1987, October 7,
1983 and June 23, 1980, respectively, expire on April 1, 1996, May 1, 1996 and
June 1, 1996. The contracts are renewable annually by the Funds' Board of
Directors or by a vote of a majority of a Fund's outstanding securities and, in
either event, by a majority of the board who are not parties to the contract or
interested persons of any such party. The contracts provide that they may be
terminated without penalty at any time by either party on 60 days' notice and
are automatically terminated in the event of assignment.
43
<PAGE>
Pursuant to Administrative Services Agreements with the Funds dated April
1, 1987, the Investment Manager also acts as the administrative agent for the
Funds and as such performs administrative functions and the bookkeeping,
accounting and pricing functions for the Funds. For these services the
Investment Manager receives, on an annual basis, a fee of .09% of the average
net assets of Corporate Bond, Limited Maturity Bond, U.S. Government and
Tax-Exempt Funds and .045% of the average net assets of Cash and Global
Aggressive Bond Funds, calculated daily and payable monthly. In addition, the
Investment Manager receives, with respect to Global Aggressive Bond Fund, an
annual fee equal to the greater of .10% of its average daily net assets or (i)
$30,000 in the year ending April 29, 1996; (ii) $45,000 in the year ending April
29, 1997; or (iii) $60,000 thereafter. During the fiscal years ended December
31, 1994, 1993 and 1992, the Funds paid the following amounts for administrative
services: 1994 - $100,870; 1993 - $114,940; and 1992 - $90,341 for Income Fund;
1994 - $26,364; 1993 - $28,199; and 1992 - $22,931 for Tax-Exempt Fund; and 1994
- - $25,703; 1993 - $21,674; and 1992 - $21,493 for Cash Fund. Figures for Limited
Maturity Bond and Global Aggressive Bond Funds are not available as these Funds
did not begin operations until January 17, 1995 and June 1, 1995, respectively.
The Investment Manager has arranged for the Sub-Adviser to provide certain
administrative services to the Global Aggressive Bond Fund, pursuant to a
Sub-Administrative Agreement, dated September 10, 1993, as amended effective May
1, 1995. Pursuant to this agreement the Sub-Adviser provides certain accounting
functions, the pricing function and related recordkeeping for Global Aggressive
Bond Fund and certain other mutual funds for which the Investment Manager acts
as fund administrator. For such services the Investment Manager pays the
Sub-Adviser annual compensation which consists of an annual base fee of $9,000
per fund (or series of a fund) per contract year, plus the greater of (i) a
minimum fee of $47,000 per fund (or series of a fund) per contract year or (ii)
an amount equal to the following percentages of the aggregate average daily net
assets of the funds/series:
AVERAGE DAILY NET ASSETS OF THE COMBINED FUNDS/SERIES COMPENSATION
----------------------------------------------------- ------------
Less than $500 million............................... .07%, plus
$500 million but less than $1 billion................ .045%, plus
$1 billion or more................................... .025%
Under the Administrative Services Agreements identified above, the
Investment Manager also acts as the transfer agent for the Funds. As such, the
Investment Manager performs all shareholder servicing functions, including
transferring record ownership, processing purchase and redemption transactions,
answering inquiries, mailing stockholder communications and acting as the
dividend disbursing agent. For these services, the Investment Manager receives
an annual maintenance fee of $8.00 per account, a fee of $1.00 per shareholder
transaction, and a fee of $1.00 ($.50 for Cash Fund) per dividend transaction.
During the fiscal years ended December 31, 1994, 1993, and 1992, the Funds paid
the following amounts for transfer agency services: 1994 - $122,198; 1993 -
$115,313; and 1992 - $90,728 for Income Fund; 1994 - $18,811; 1993 - $19,044;
and 1992 - $15,908 for Tax-Exempt Fund; and 1994 - $139,429; 1993 - $140,300;
and 1992 - $156,117 for Cash Fund. Such fees were not paid for Limited Maturity
Bond and Global Aggressive Bond Funds as these Funds did not begin operations
until January 17, 1995 and June 1, 1995.
The total expenses of the Corporate Bond, U.S. Government, Tax-Exempt and
Cash Funds for the fiscal year ended December 31, 1994 were $1,064,728;
$102,912; $247,287; and $550,410; respectively. The expense ratio for fiscal
year 1994 was 1.01% and 1.85%, respectively of the average net assets of Class A
and B shares of the Corporate Bond Fund and 1.10% and 1.85%, respectively, of
the average net assets of Class A and Class B shares of U.S. Government Fund.
The expense ratio for the fiscal year was .82%, 2.00% and .96% respectively, of
the average net assets of the Class A and Class B shares of Tax-Exempt Fund and
Cash Fund. The expense figures quoted are net of expense reimbursements. For the
period January 17, 1995 (date of inception) to June 30, 1995 and the period June
1, 1995 (date of inception) to September 30, 1995, the total expenses were .53%
for Class A shares and 1.33% for Class B shares of Limited Maturity Bond Fund
and 2.00% for Class A shares and 2.75% for Class B shares of Global Aggressive
Bond Fund, respectively.
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The following persons are affiliated with the Funds and also with the
Investment Manager in these capacities:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME POSITIONS WITH THE FUNDS POSITIONS WITH SECURITY MANAGEMENT COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Jeffrey B. Pantages Director President, Chief Investment Officer and Director
John D. Cleland President and Director Senior Vice President and Director
James R. Schmank Vice President and Treasurer Senior Vice President, Treasurer, Chief Fiscal Officer and
Director
Jane A. Tedder Vice President Vice President and Senior Portfolio Manager
Mark E. Young Vice President Vice President-Operations
Amy J. Lee Secretary Secretary
Brenda M. Luthi Assistant Treasurer and Assistant Secretary Assistant Vice President, Assistant Treasurer and Assistant
Secretary
Gregory A. Hamilton Assistant Vice President Second Vice President
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PORTFOLIO MANAGEMENT
Corporate Bond, Limited Maturity Bond, U.S. Government, Tax-Exempt and Cash
Funds will be managed by the Fixed Income Team of the Investment Manager
consisting of John Cleland, Chief Investment Strategist, Greg Hamilton, Jane
Tedder, Tom Swank, Steve Bowser, Barb Davison and Elaine Miller. Greg Hamilton,
Second Vice President of the Investment Manager has day-to-day responsibility
for managing Corporate Bond, Limited Maturity Bond and Tax-Exempt Funds and has
managed the Funds since January 1996. Steve Bowser, Assistant Vice President and
Portfolio Manager of the Investment Manager, has day-to-day responsibility for
managing U.S. Government Fund since 1995.
Greg Hamilton has been in the investment field since 1983. He received his
Bachelor of Arts degree in Business from Washburn University in 1984. Prior to
joining Security Management Company in January of 1993, he was First Vice
President, Treasurer and Portfolio Manager with Mercantile National Bank, Los
Angeles, California, from 1990 to 1993. From 1986 to 1990, he was Managing
Director of Consulting Services for Sendero Corporation, Scottsdale, Arizona.
Prior to Sendero Corporation, he was employed as Fixed Income Research Analyst
at Peoples Heritage Savings and Loan from 1983 to 1986.
Mr. Bowser joined the Investment Manager in 1992 and has managed the U.S.
Government Fund since 1995. Prior to joining the Investment Manager, he was
Assistant Vice President and Portfolio Manager with the Federal Home Loan Bank
of Topeka from 1989 to 1992. He was employed at the Federal Reserve Bank of
Kansas City in 1988 and began his career with the Farm Credit System from 1982
to 1987, serving as a Senior Financial Analyst and Assistant Controller. He
graduated with a Bachelor of Science degree from Kansas State University in
1982.
Global Aggressive Bond Fund is managed by an investment management team of
the Sub-Adviser and MFR. Denis P. Jamison and Maria Fiorini Ramirez are the lead
managers.
Denis P. Jamison, C.F.A., Senior Vice President, Director Fixed Income
Strategy of the Sub-Adviser is responsible for fixed-income portfolio
management. He is a member of the New York Society of Security Analysts. Mr.
Jamison has more than 20 years investment experience. Prior to joining the
Sub-Adviser in 1981, Mr. Jamison had spent nine years at Arnold Bernhard &
Company, an investment counseling and financial services organization. At
Bernhard, he was a Vice President supervising the security analyst staff and
managing investment portfolios. He is a specialist in government, corporate and
municipal bonds. Mr. Jamison is a graduate of the City College of New York with
a B.A. in Economics.
Maria Fiorini Ramirez, President and Chief Executive Officer of MFR, began
her career as a credit analyst with American Express International Banking
Corporation in 1968. In 1972, she moved to Banco Nazionale De Lavoro in New
York. The following year, she started a ten year association with Merrill Lynch,
serving as Vice President and Senior Money Market Economist. She joined Becker
Paribas in 1984 as Vice President and Senior Money Market Economist before
joining Drexel Burnham Lambert that same year as First Vice President and Money
Market Economist. She was promoted to Managing Director of Drexel in 1986. From
April 1990 to August 1992, Ms. Ramirez was the President and Chief Executive
Officer of Maria Ramirez Capital Consultants, Inc., a subsidiary of John Hancock
Freedom Securities Corporation. Ms. Ramirez established MFR in August 1992. She
is known in international financial, banking and economic circles for her
assessment of the interaction between
45
<PAGE>
global economic policy and political trends and their effect on investments. Ms.
Ramirez holds a B.A. in Business Administration/Economics from Pace University.
CODE OF ETHICS
The Funds, the Investment Manager and the Distributor have a written Code
of Ethics which requires all access persons to obtain prior clearance before
engaging in any personal securities transactions. Access persons include
officers and directors of the Funds and Investment Manager and employees that
participate in, or obtain information regarding, the purchase or sale of
securities by the Funds or whose job relates to the making of any
recommendations with respect to such purchases or sales. All access persons must
report their personal securities transactions within ten days of the end of each
calendar quarter. Access persons will not be permitted to effect transactions in
a security if it: (a) is being considered for purchase or sale by one or more of
the Funds; (b) is being purchased or sold by one or more of the Funds; or (c) is
being offered in an initial public offering. In addition, portfolio managers are
prohibited from purchasing or selling a security within seven calendar days
before or after a Fund that he or she manages trades in that security. Any
material violation of the Code of Ethics is reported to the Board of the Funds.
The Board also reviews the administration of the Code of Ethics on an annual
basis.
DISTRIBUTOR
Security Distributors, Inc. (the "Distributor"), a Kansas corporation and
wholly-owned subsidiary of the Investment Manager, serves as the principal
underwriter for shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds pursuant to Distribution
Agreements dated March 27, 1984, as amended, and October 7, 1983, respectively.
The Distributor also acts as principal underwriter for the following investment
companies: Security Equity Fund, Security Growth and Income Fund, Security Ultra
Fund, Variflex Variable Annuity Account, Variflex LS Variable Annuity, the
Parkstone Variable Annuity Account, The Parkstone Advantage Fund and Security
Varilife Separate Account.
The Distributor receives a maximum commission on Class A Shares of 4.75%
and allows a maximum discount of 4.0% from the offering price to authorized
dealers on Fund shares sold. The discount is alike for all dealers, but the
Distributor may increase it for specific periods at its discretion. Salespersons
employed by dealers may also be licensed to sell insurance with Security Benefit
Life.
The Distributor received gross underwriting commissions on sales of Class A
shares of $244,043, $506,142, and $689,621 for Income Fund and $64,008,
$148,622, and $121,107 for Tax-Exempt Fund and retained net underwriting
commissions of $48,307, $92,668, and $125,834 for Income Fund and $13,009,
$15,186, and $23,668 for Tax-Exempt Fund for the fiscal years ended December 31,
1994, 1993 and 1992, respectively.
The Distributor, on behalf of the Funds, may act as a broker in the
purchase and sale of securities not effected on a securities exchange, provided
that any such transactions and any commissions shall comply with requirements of
the Investment Company Act of 1940 and all rules and regulations of the
Securities and Exchange Commission. The Distributor has not acted as a broker.
Each Fund's Distribution Agreement is renewable annually either by the
Funds' Board of Directors or by a vote of a majority of the Fund's outstanding
securities, and, in either event, by a majority of the board who are not parties
to the agreement or interested persons of any such party. The agreements may be
terminated by either party upon 60 days' written notice.
ALLOCATION OF PORTFOLIO BROKERAGE
Transactions in portfolio securities shall be effected in such manner as
deemed to be in the best interest of each respective Fund. In reaching a
judgment relative to the qualifications of a broker or dealer to obtain the best
execution of a particular transaction, all relevant factors and circumstances
will be taken into account by the Investment Manager, including consideration of
the overall reasonableness of commissions paid to a broker, the firm's general
execution and operational capabilities, and its reliability and financial
condition. The Funds do not anticipate that they will incur a significant amount
of brokerage commissions because fixed income securities are generally traded on
a "net" basis--that is, in principal amount without the addition or deduction of
a stated brokerage commission, although the net price usually includes a profit
to the dealer. The Funds will deal directly with the selling or purchasing
principal without incurring charges for the services of a broker on its behalf
unless it is determined that a better price or execution may be obtained by
utilizing the services of a broker. The Funds
46
<PAGE>
also may purchase portfolio securities in underwritings where the price includes
a fixed underwriter's concession or discount. Money market instruments may be
purchased directly from the issuer at no commission or discount.
Portfolio transactions that require a broker may be directed to brokers who
furnish investment information or research services to the Investment Manager.
Such investment information and research services include advice as to the value
of securities, the advisability of investing in, purchasing or selling
securities and the availability of securities and purchasers or sellers of
securities, and furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends, portfolio strategy, and performance of
accounts. Such investment information and research services may be furnished by
brokers in many ways, including: (1) on-line data base systems, the equipment
for which is provided by the broker, that enable registrant to have real-time
access to market information, including quotations; (2) economic research
services, such as publications, chart services and advice from economists
concerning macroeconomic information; and (3) analytical investment information
concerning particular corporations. If a transaction is directed to a broker
supplying such information or services, the commission paid for such transaction
may be in excess of the commission another broker would have charged for
effecting that transaction, provided that the Investment Manager shall have
determined in good faith that the commission is reasonable in relation to the
value of the investment information or the research services provided, viewed in
terms of either that particular transaction or the overall responsibilities of
the Investment Manager with respect to all accounts as to which it exercises
investment discretion. The Investment Manager may use all, none, or some of such
information and services in providing investment advisory services to each of
the mutual funds under its management, including the Funds.
In addition, brokerage transactions may be placed with broker/dealers who
sell shares of the Funds managed by the Investment Manager who may or may not
also provide investment information and research services. The Investment
Manager may, consistent with the NASD Rules of Fair Practice, consider sales of
Fund shares in the selection of a broker/dealer.
Securities held by the Funds may also be held by other investment advisory
clients of the Investment Manager, including other investment companies. In
addition, the Investment Manager's parent company, Security Benefit Life
Insurance Company ("SBL"), may also hold some of the same securities as the
Funds. When selecting securities for purchase or sale for a Fund, the Investment
Manager may at the same time be purchasing or selling the same securities for
one or more of such other accounts. Subject to the Investment Manager's
obligation to seek best execution, such purchases or sales may be executed
simultaneously or "bunched." It is the policy of the Investment Manager not to
favor one account over the other. Any purchase or sale orders executed
simultaneously (which may also include orders from SBL) are allocated at the
average price and as nearly as practicable on a pro rata basis (transaction
costs will also generally be shared on a pro rata basis) in proportion to the
amounts desired to be purchased or sold by each account. In those instances
where it is not practical to allocate purchase or sale orders on a pro rata
basis, then the allocation will be made on a rotating or other equitable basis.
While it is conceivable that in certain instances this procedure could adversely
affect the price or number of shares involved in the Fund's transaction, it is
believed that the procedure generally contributes to better overall execution of
the Funds' portfolio transactions. The Board of Directors of the Funds has
adopted guidelines governing this procedure and will monitor the procedure to
determine that the guidelines are being followed and that the procedure
continues to be in the best interest of the Fund and its stockholders. With
respect to the allocation of initial public offerings ("IPOs"), the Investment
Manager may determine not to purchase such offerings for certain of its clients
(including investment company clients) due to the limited number of shares
typically available to the Investment Manager in an IPO. No brokerage
commissions were paid by the Funds for the years ended December 31, 1994, 1993
and 1992.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of each Fund is determined as of the close of
regular trading hours on the New York Stock Exchange (normally 3:00 p.m. Central
time) on each day that the Exchange is open for trading, which is Monday through
Friday except for the following dates when the Exchange is closed in observance
of Federal holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
July Fourth, Labor Day, Thanksgiving Day and Christmas Day. The determination is
made by dividing the total value of the portfolio securities of each Fund, plus
any cash or other assets (including dividends accrued but not collected), less
all liabilities, by the number of shares outstanding of the Fund.
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Securities listed or traded on a national securities exchange are valued at
the last sale price. If there are no sales on a particular day, then the
securities are valued at the last bid price. All other securities, held by
Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds, for which market quotations are readily available, are valued on the
basis of the last current bid price. If there is no bid price, or if the bid
price is deemed to be unsatisfactory by the Board of Directors, then the
securities shall be valued in good faith by such method as the Board of
Directors determines will reflect fair market value. Valuations of the Funds'
securities are supplied by a pricing service approved by the Board of Directors.
U.S. Government Fund will generally value securities at market value, if
available. If market value is not available, the Fund will value securities,
other than securities with 60 days or less to maturity as discussed below, at
prices based on market quotations for securities of similar type, yield, quality
and duration.
Valuations furnished by the pricing service with respect to Tax-Exempt
Fund's municipal securities are based upon appraisals from recognized municipal
securities dealers derived from information concerning market transactions and
quotations. Securities for which market quotations are readily available are
valued at the last reported sale price, or, if no sales are reported on that
day, at the mean between the latest available bid and asked prices. Securities
for which market quotations are not readily available (which are expected to
constitute the majority of Tax-Exempt Fund's portfolio securities) are valued at
the best available current bid price by the pricing service, considering such
factors as yields or prices of municipal bonds of comparable quality, type of
issue, coupon, maturity and rating, indications as to value from dealers, and
general market conditions. The Fund's officers, under the general supervision of
the Board of Directors, will regularly review procedures used by, and valuations
provided by, the pricing service. Tax-Exempt Fund's taxable short-term
securities for which market quotations are readily available will be valued at
market value, which is the last reported sale price or, if no sales are reported
on that day, at the mean between the latest available bid and asked prices
except that securities having 60 days or less remaining to maturity may be
valued at their amortized cost as discussed below.
Cash Fund's securities are valued by the amortized cost valuation technique
which does not take into consideration unrealized gains or losses. The amortized
cost valuation technique involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price Cash Fund would receive if it sold the
instrument.
During periods of declining interest rates, the daily yield on shares of
Cash Fund computed as described above may tend to be higher than a like
computation made by a fund with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices for all of its
portfolio instruments. Thus, if the use of amortized cost by Cash Fund resulted
in lower aggregate portfolio value on a particular day, a prospective investor
in the Fund would be able to obtain a somewhat higher yield than would result
from investment in a fund utilizing solely market values and existing investors
in Cash Fund would receive less investment income. The converse would apply in a
period of rising interest rates.
The use of amortized cost and the maintenance of Cash Fund's per share net
asset value at $1.00 is based on its election to operate under the provisions of
Rule 2a-7 under the Investment Company Act of 1940. As a condition of operating
under that rule, the Fund must maintain a dollar-weighted average portfolio
maturity of 90 days or less, purchase only instruments having remaining
maturities of thirteen months or less, and invest only in securities which are
determined by the Board of Directors to present minimal credit risks and which
are of high quality as determined by any major rating service, or in the case of
any instrument not so rated, considered by the Board of Directors to be of
comparable quality.
The Board of Directors has established procedures designed to maintain Cash
Fund's price per share, as computed for the purpose of sales and redemptions, at
$1.00. These procedures include a review of the Fund's holdings by the Board of
Directors at such intervals as they deem appropriate to determine whether the
Fund's net asset value calculated by using available market quotations deviates
from $1.00 per share based on amortized cost. If any deviation exceeds 1/2 of
1%, the Board of Directors will promptly consider what action, if any, will be
initiated. In the event the Board of Directors determines that a deviation
exists which may result in material dilution or other unfair results to
investors or existing shareholders, they have agreed to take such corrective
action as they regard as necessary and appropriate, including the sale of Cash
Fund instruments prior to maturity to shorten average Fund maturity or
withholding dividends. Cash Fund will use its best efforts to maintain a
constant net asset value per share of $1.00. See "Security Cash Fund," page 21,
and "Dividends and Taxes," page 52. Since
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dividends from net investment income will be accrued daily and paid monthly, the
net asset value per share of Cash Fund will ordinarily remain at $1.00, but the
Fund's daily dividends will vary in amount.
U.S. Government Fund and Tax-Exempt Fund may use the amortized cost
valuation technique utilized by Cash Fund for securities with maturities of 60
days or less. In addition, U.S. Government and Tax-Exempt Funds may use a
similar procedure for securities having 60 days or less remaining to maturity
with the value of the security on the 61st day being used rather than the cost.
The Funds will accept orders from dealers on each business day up to 4:30
p.m. (Central time).
HOW TO REDEEM SHARES
A stockholder may redeem shares at the net asset value next determined
after such shares are tendered for redemption. The amount received may be more
or less than the investor's cost, depending upon the market value of the
portfolio securities at the time of redemption.
Shares will be redeemed on request of the stockholder in proper order to
the Investment Manager, which serves as the Funds' transfer agent. A request is
made in proper order by submitting the following items to the Investment
Manager: (1) a written request for redemption signed by all registered owners
exactly as the account is registered, including fiduciary titles, if any, and
specifying the account number and the dollar amount or number of shares to be
redeemed; (2) a guarantee of all signatures on the written request or on the
share certificate or accompanying stock power; (3) any share certificates issued
for any of the shares to be redeemed; and (4) any additional documents which may
be required by the Investment Manager for redemption by corporations or other
organizations, executors, administrators, trustees, custodians or the like.
Transfers of share ownership are subject to the same requirements. A signature
guarantee is not required for redemptions of $10,000 or less, requested by and
payable to all stockholders of record for an account, to be sent to the address
of record. The signature guarantee must be provided by an eligible guarantor
institution, such as a bank, broker, credit union, national securities exchange
or savings association. The Investment Manager reserves the right to reject any
signature guarantee pursuant to its written procedures which may be revised in
the future. To avoid delay in redemption or transfer, stockholders having
questions should contact the Investment Manager.
The amount due on redemption, will be the net asset value of the shares
next computed after the redemption request in proper order is received by the
Investment Manager less any applicable deferred sales charge. In addition,
stockholders of Cash Fund will receive any undistributed dividends, including
any dividend declared on the day of the redemption. Payment of the redemption
price will be made by check (or by wire at the sole discretion of the Investment
Manager if wire transfer is requested, including name and address of the bank
and the stockholder's account number to which payment is to be wired) within
seven days after receipt of the redemption request in proper order. The check
will be mailed to the stockholder's registered address (or as otherwise
directed). Remittance by wire (to a commercial bank account in the same name(s)
as the shares are registered) or by express mail, if requested, will be at a
charge of $15, which will be deducted from the redemption proceeds.
Cash Fund offers redemption by check and Corporate Bond, Limited Maturity
Bond, U.S. Government and Tax-Exempt Funds offer redemption by check on Class A
shares only. Global Aggressive Bond Fund does not offer redemption by check. If
blank checks are requested on the Check Writing Request form, the Fund will make
a supply available. Such checks for Corporate Bond, Limited Maturity Bond, U.S.
Government and Tax-Exempt Funds may be drawn payable to the order of any payee
(not to cash) in any amount of $250, if the account value is $1,000 or more.
Such checks for Cash Fund may be drawn in any amount of $100 or more. Checks of
each of the Funds may be cashed or deposited like any other check drawn on a
bank. When a check is presented to the Fund for payment, it will redeem
sufficient full and fractional shares to cover the check. Such shares will be
redeemed at the price next calculated following receipt of any check which does
not exceed the value of the account. The price of Fund shares fluctuates from
day-to-day and the price at the time of redemption, by check or otherwise, may
be less than the amount invested. Any check presented for payment which is more
than the value of the account will be returned without payment, marked
"Insufficient Funds." Each new stockholder will initially receive twelve checks
free of charge and such additional checks as may be required. Since the amount
available for withdrawal fluctuates daily, it is not practical for a stockholder
to attempt to withdraw the entire investment by check. The Fund reserves the
right to terminate this service at any time with respect to existing as well as
future stockholders. Redemption by check is not available if any shares are held
in certificate form or if shares being redeemed have not been on the Fund's
books for at least 15 days.
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When investing in the Funds, stockholders are required to furnish their tax
identification number and to state whether or not they are subject to
withholding for prior underreporting, certified under penalties of perjury as
prescribed by the Internal Revenue Code. To the extent permitted by law, the
redemption proceeds of stockholders who fail to furnish this information will be
reduced by $50 to reimburse for the IRS penalty imposed for failure to report
the tax identification number on information reports.
Payment in cash of the amount due on redemption, less any applicable
deferred sales charge, for shares redeemed will be made within seven days after
tender, except that the Funds may suspend the right of redemption during any
period when trading on the New York Stock Exchange is restricted or such
Exchange is closed for other than weekends or holidays, or any emergency is
deemed to exist by the Securities and Exchange Commission. When a redemption
request is received, the redemption proceeds are deposited into a redemption
account established by the Distributor and the Distributor sends a check in the
amount of redemption proceeds to the stockholder. The Distributor earns interest
on the amounts maintained in the redemption account. Conversely, the Distributor
causes payments to be made to the Funds in the case of orders for purchase of
Fund shares before it actually receives federal funds.
In addition to the foregoing redemption procedure, the Funds repurchase
shares from broker/dealers at the price determined as of the close of business
on the day such offer is confirmed. Dealers may charge a commission on the
repurchase of shares.
The repurchase or redemption of shares held in a tax-qualified retirement
plan must be effected through the trustee of the plan and may result in adverse
tax consequences. (See "Retirement Plans," page 59.)
At various times the Funds may be requested to redeem shares for which they
have not yet received good payment. Accordingly, the Funds may delay the mailing
of a redemption check until such time as they have assured themselves that good
payment (e.g., cash or certified check on a U.S. bank) has been collected for
the purchase of such shares, which may take up to 15 days from the purchase
date.
Tax-Exempt Fund's Articles of Incorporation provide that, in order to
minimize expenses, the Fund may, pursuant to a resolution of the Board of
Directors, adopt a procedure whereby it would redeem stockholder accounts in
which there are fewer than 50 shares (or such lesser amount as the board
determines) after having given the stockholders at least 60 days' written notice
and an opportunity to increase the account to at least 50 shares. This procedure
can be implemented only after six months' prior notice to all stockholders that
the procedure will be put into effect. The Board of Directors has no present
plan to implement an involuntary redemption procedure.
TELEPHONE REDEMPTIONS
Stockholders of the Funds may redeem uncertificated shares in amounts up to
$10,000 by telephone request, provided that the stockholder has completed the
Telephone Redemption section of the application or a Telephone Redemption form
which may be obtained from the Investment Manager. The proceeds of a telephone
redemption will be sent to the stockholder at his or her address as set forth in
the application or in a subsequent written authorization. Once authorization has
been received by the Investment Manager, a stockholder may redeem shares by
calling the Funds at (800) 888-2461, extension 3127, on weekdays (except
holidays) between the hours of 7:00 a.m. and 6:00 p.m. Central time. Redemption
requests received by telephone after the close of the New York Stock Exchange
(normally 3:00 p.m. Central time) will be treated as if received on the next
business day. A stockholder who authorizes telephone redemptions authorizes the
Investment Manager to act upon the instructions of any person identifying
themselves as the owner of the account or the owner's broker. The Investment
Manager has established procedures to confirm that instructions communicated by
telephone are genuine and will be liable for any losses due to fraudulent or
unauthorized instructions if it fails to comply with its procedures. The
Investment Manager's procedures require that any person requesting a redemption
by telephone provide the account registration and number, the owner's tax
identification number, and the dollar amount or number of shares to be redeemed,
and such instructions must be received on a recorded line. Neither the Fund, the
Investment Manager, nor the Distributor will be liable for any loss, liability,
cost or expense arising out of any redemption request provided that the
Investment Manager complied with its procedures. Thus, a stockholder who
authorizes telephone redemptions may bear the risk of loss from a fraudulent or
unauthorized request. The telephone redemption privilege may be changed or
discontinued at any time by the Investment Manager or the Funds.
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During periods of severe market or economic conditions, telephone
redemptions may be difficult to implement and stockholders should make
redemptions by mail as described under "How to Redeem Shares," page 49.
HOW TO EXCHANGE SHARES
Pursuant to arrangements with the Distributor (which also acts as principal
underwriter for Security Equity, Growth and Income and Ultra Funds),
stockholders of the Funds may exchange their shares for shares of another of the
Funds, Security Equity Fund, Security Growth and Income Fund or Security Ultra
Fund (the "Security Funds"). Such transactions generally have the same tax
consequences as ordinary sales and purchases and are not tax-free exchanges.
Class A and Class B shares of the Funds may be exchanged for Class A and
Class B shares, respectively, of another of the Security Funds or for shares of
Cash Fund, which offers a single class of shares. Any applicable contingent
deferred sales charge will be calculated from the date of the initial purchase
without regard to the time shares were held in Cash Fund.
Because Cash Fund does not impose a sales charge in connection with sales
of its shares, any exchange of Cash Fund shares acquired through direct purchase
or reinvestment of dividends will be based upon the respective net asset values
of the shares involved next determined after the exchange is accepted, and a
sales charge will be imposed equal to the sales charge that would be applicable
if the stockholder were purchasing shares of the other Security Fund(s) for
cash. The amount of such sales charge will be paid by Cash Fund on behalf of the
exchanging stockholder directly to the Distributor and the net asset value of
the shares being exchanged will be reduced by a like amount.
Stockholders making such exchanges must provide the Investment Manager with
sufficient information to permit verification of their prior ownership of shares
of one of the other Security Funds. Shares of Cash Fund begin earning dividends
on the day after the date an exchange into such shares is effected. Any such
exchange is subject to the minimum investment and eligibility requirements of
each Fund. No service fee is presently imposed on such an exchange.
Exchanges may be accomplished by submitting a written request to the
Investment Manager, 700 Harrison Street, Topeka, Kansas 66636-0001.
Broker/dealers who process exchange orders on behalf of their customers may
charge a fee for their services. Such fee would be in addition to any of the
sales or other charges referred to above but may be avoided by making exchange
requests directly to the Investment Manager. Due to the high cost of exchange
activity and the maintenance of accounts having a net value of less than $100,
Cash Fund reserves the right to totally convert the account if at any time an
exchange request results in an account being lowered below the $100 minimum.
An exchange of shares, as described above, may result in the realization of
a capital gain or loss for federal income tax purposes, depending on the cost or
other value of the shares exchanged. No representation is made as to whether
gain or loss would result from any particular exchange or as to the manner of
determining the amount of gain or loss. (See "Dividends and Taxes," page 52.)
Before effecting any exchange described herein, the investor may wish to seek
the advice of a financial or tax adviser.
Exchanges of shares of the Funds may be made only in jurisdictions where
shares of the fund being acquired may lawfully be sold. More complete
information about the Security Funds, including charges and expenses, are
contained in the current prospectus describing each Fund. Stockholders are
advised to obtain and review carefully, the applicable prospectus prior to
effecting any exchange. A copy of such prospectus will be given any requesting
stockholder by the Distributor.
The exchange privilege may be changed or discontinued any time at the
discretion of the management of the Funds upon 60 days' notice to stockholders.
It is contemplated, however, that this privilege will be extended in the absence
of objection by regulatory authorities and provided that shares of the various
funds are available and may be lawfully sold in the jurisdiction in which the
stockholder resides.
EXCHANGE BY TELEPHONE
To exchange shares by telephone, a stockholder must have completed either
the Telephone Exchange section of the application or a Telephone Transfer
Authorization form which may be obtained from the Investment Manager.
Authorization must be on file with the Investment Manager before exchanges may
be made by telephone. Once authorization has been received by the Investment
Manager, a stockholder may exchange shares by telephone by calling the Funds at
(800) 888-2461, extension 3127, on weekdays (except holidays)
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between the hours of 7:00 a.m. and 6:00 p.m. Central time. Exchange requests
received by telephone after the close of the New York Stock Exchange (normally
3:00 p.m. Central time) will be treated as if received on the next business day.
Shares which are held in certificate form may not be exchanged by telephone. The
telephone exchange privilege is only permitted between accounts with identical
registration. The Investment Manager has established procedures to confirm that
instructions communicated by telephone are genuine and will be liable for any
losses due to fraudulent or unauthorized instructions, if it fails to comply
with its procedures. The Investment Manager's procedures require that any person
requesting an exchange by telephone provide the account registration and number,
the tax identification number, the dollar amount or number of shares to be
exchanged, and the names of the Security Funds from which and into which the
exchange is to be made, and such instructions must be received on a recorded
line. Neither the Funds, the Investment Manager, nor the Distributor will be
liable for any loss, liability, cost or expense arising out of any request,
including any fraudulent request provided the Investment Manager complied with
its procedures. Thus, a stockholder who authorizes telephone exchanges may bear
the risk of loss from a fraudulent or unauthorized request. This telephone
exchange privilege may be changed or discontinued at any time at the discretion
of the management of the Funds. In particular, the Funds may set limits on the
amount and frequency of such exchanges, in general or as to any individual who
abuses such privilege.
DIVIDENDS AND TAXES
Each Fund intends to qualify annually and to elect to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code"). To qualify as a regulated investment company, each Fund must,
among other things: (i) derive in each taxable year at least 90% of its gross
income from dividends, interest, payments with respect to certain securities
loans, and gains from the sale or other disposition of stock, securities or
foreign currencies, or other income derived with respect to its business of
investing in such stock, securities, or currencies ("Qualifying Income Test");
(ii) derive in each taxable year less than 30% of its gross income from the sale
or other disposition of certain assets held less than three months (namely (a)
stock or securities, (b) options, futures and forward contracts (other than
those on foreign currencies), and (c) foreign currencies (including options,
futures, and forward contracts on such currencies) not directly related to a
Fund's principal business of investing in stocks or securities (or options and
futures with respect to stocks and securities)); (iii) diversify its holdings so
that, at the end of each quarter of the taxable year, (a) at least 50% of the
market value of the Fund's assets is represented by cash, cash items, U.S.
Government securities, the securities of other regulated investment companies,
and other securities, with such other securities of any one issuer limited for
the purposes of this calculation to an amount not greater than 5% of the value
of the Fund's total assets and 10% of the outstanding voting securities of such
issuer, and (b) not more than 25% of the value of its total assets is invested
in the securities of any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies), or of two or more
issuers which the Fund controls (as that term is defined in the relevant
provisions of the Code) and which are determined to be engaged in the same or
similar trades or businesses or related trades or businesses; and (iv)
distribute at least 90% of the sum of its investment company taxable income
(which includes, among other items, dividends, interest, and net short-term
capital gains in excess of any net long-term capital losses) and its net
tax-exempt interest each taxable year. The Treasury Department is authorized to
promulgate regulations under which foreign currency gains would constitute
qualifying income for purposes of the Qualifying Income Test only if such gains
are directly related to investing in securities (or options and futures with
respect to securities). To date, no such regulations have been issued.
A Fund qualifying as a regulated investment company generally will not be
subject to U.S. federal income tax on its investment company taxable income and
net capital gains (any net long-term capital gains in excess of the net
short-term capital losses), if any, that it distributes to shareholders. Each
Fund intends to distribute to its stockholders, at least annually, substantially
all of its investment company taxable income and any net capital gains.
Generally, regulated investment companies, like the Funds, must distribute
amounts on a timely basis in accordance with a calendar year distribution
requirement in order to avoid a nondeductible 4% excise tax. Generally, to avoid
the tax, a regulated investment company must distribute during each calendar
year, (i) at least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year, (ii) at least 98% of its capital
gains in excess of its capital losses (adjusted for certain ordinary losses) for
the 12-month period ending on October 31 of the calendar year, and (iii) all
ordinary income and capital gains for previous years that
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were not distributed during such years. To avoid application of the excise tax,
each Fund intends to make its distributions in accordance with the calendar year
distribution requirement. A distribution, including an "exempt-interest
dividend," will be treated as paid on December 31 of the calendar year if it is
declared by a Fund in October, November or December of that year to shareholders
of record on a date in such a month and paid by the Fund during January of the
following calendar year. Such distributions are taxable to shareholders in the
calendar year in which the distributions are declared, rather than the calendar
year in which the distributions are received.
If, as a result of exchange controls or other foreign laws or restrictions
regarding repatriation of capital, a Fund were unable to distribute an amount
equal to substantially all of its investment company taxable income (as
determined for U.S. tax purposes) within applicable time periods, the Fund would
not qualify for the favorable federal income tax treatment afforded regulated
investment companies, or, even if it did so qualify, it might become liable for
federal taxes on undistributed income. In addition, the ability of a Fund to
obtain timely and accurate information relating to its investments is a
significant factor in complying with the requirements applicable to regulated
investment companies in making tax-related computations. Thus, if a Fund were
unable to obtain accurate information on a timely basis, it might be unable to
qualify as a regulated investment company, or its tax computations might be
subject to revisions (which could result in the imposition of taxes, interest
and penalties).
It is the policy of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds to pay dividends from net investment
income monthly and to make distributions of realized capital gains (if any) in
excess of any capital losses and capital loss carryovers at least once a year.
Because Class A shares of the Funds bear most of the costs of distribution of
such shares through payment of a front-end sales charge, while Class B shares of
the Funds bear such costs through a higher distribution fee, expenses
attributable to Class B shares, generally will be higher and as a result, income
distributions paid by the Funds with respect to Class B shares generally will be
lower than those paid with respect to Class A shares. All dividends and
distributions are automatically reinvested on the payable date in shares of the
Fund at net asset value, as of the record date (reduced by an amount equal to
the amount of the dividend or distribution), unless the Investment Manager is
previously notified in writing by the stockholder that such dividends or
distributions are to be received in cash. A stockholder may request that such
dividends or distributions be directly deposited to the stockholder's bank
account. A stockholder who elected not to reinvest dividends or distributions
paid with respect to Class A shares may, at any time within thirty days after
the payment date, reinvest the dividend check without imposition of a sales
charge.
Cash Fund's policy is to declare daily dividends of all of its net
investment income each day the Fund is open for business, increased or decreased
by any realized capital gains or losses. Such dividends are automatically
credited to stockholder accounts. Unless stockholders elect to receive cash,
they will receive such dividends in additional shares on the first business day
of each month at the net asset value on that date. If cash is desired, investors
may indicate so in the appropriate section of the application and checks will be
mailed within five business days after the beginning of the month. The amount of
dividend may fluctuate from day to day. If on any day net realized or unrealized
losses on portfolio securities exceed Cash Fund's income for that day and
results in a decline of net asset value per share below $1.00, the dividend for
that day will be omitted until the net asset value per share subsequently
returns to $1.00 per share.
The Funds will not pay dividends or distributions of less than $25 in cash
but will automatically reinvest them. Distributions of net investment income and
any short-term capital gains by Income Fund or Cash Fund are taxable as ordinary
income whether received in cash or reinvested in additional shares. To the
extent that Tax-Exempt Fund's dividends are derived from interest on its
temporary taxable investments or from an excess of net short-term capital gain
over net long-term capital loss, its dividends are taxable as ordinary income
whether received in cash or reinvested in additional shares. Such dividends do
not qualify for the dividends-received deduction for corporations.
Stockholders will report as long-term capital gains income any realized net
long-term capital gains in excess of any capital loss carryover which is
distributed to them, and designated by the Fund as a capital gain dividend
whether received in cash or reinvested in additional shares, and regardless of
the period of time such shares have been owned by the stockholder. Because Cash
Fund normally will not invest in securities having a maturity of more than one
year, it should not realize any long-term capital gains or losses. Advice as to
the tax status of each year's dividends and distributions will be mailed
annually.
Tax-Exempt Fund intends to qualify to pay "exempt-interest dividends" to
its stockholders. The Fund will be so qualified if, at the close of each quarter
of its taxable year, at least 50% of the value of its total assets consists
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of securities on which the interest payments are exempt from federal tax. To the
extent that Tax-Exempt Fund's dividends distributed to stockholders are derived
from earnings on interest income exempt from federal tax and are designated as
"exempt-interest dividends" by the Fund, they will be excludable from a
stockholder's gross income for federal income tax purposes. Tax-Exempt Fund will
inform stockholders annually as to the portion of that year's distributions from
the Fund which constituted "exempt-interest dividends."
To the extent that Tax-Exempt Fund's interest income is attributable to
private activity bonds, dividends allocable to such income, while exempt from
the regular federal income tax, may constitute an item of tax preference for
purposes of the alternative minimum tax. In addition, for corporate stockholders
of Tax-Exempt Fund, exempt interest may comprise part or all of an adjustment to
alternative minimum taxable income.
Stockholders of the Funds who redeem their shares generally will realize
gain or loss upon the sale or redemption (including the exchange of shares for
shares of another fund) which will be capital gain or loss if the shares are
capital assets in the stockholder's hands, and will be long-term capital gain or
loss if the shares have been held for more than one year. Investors should be
aware that any loss realized upon the sale or redemption of shares held for six
months or less will be treated as a long-term capital loss to the extent of any
distribution of long-term capital gain to the stockholder with respect to such
shares. In addition, any loss realized on a sale or exchange of shares will be
disallowed to the extent the shares disposed of are replaced within a period of
61 days, beginning 30 days before and ending 30 days after the date the shares
are disposed of, such as pursuant to the reinvestment of dividends. In such
case, the basis of the shares acquired will be adjusted to reflect the
disallowed loss.
Under certain circumstances, the sales charge incurred in acquiring Class A
shares of a Fund may not be taken into account in determining the gain or loss
on the disposition of those shares. This rule applies in circumstances when
shares of the Fund are exchanged within 90 days after the date they were
purchased and new shares in a regulated investment company are acquired without
a sales charge or at a reduced sales charge. In that case, the gain or loss
recognized on the exchange will be determined by excluding from the tax basis of
the shares exchanged all or a portion of the sales charge incurred in acquiring
those shares. This exclusion applies to the extent that the otherwise applicable
sales charge with respect to the newly acquired shares is reduced as a result of
having incurred the sales charge initially. Instead, the portion of the sales
charge affected by this rule will be treated as an amount paid for the new
shares.
Up to 85% of an individual's Social Security benefits and certain railroad
retirement benefits may be subject to federal income tax. Along with other
factors, total tax-exempt income, including any exempt-interest dividends
received from Tax-Exempt Fund, is used to calculate the portion of Social
Security benefits that is taxed.
Under the Internal Revenue Code, a stockholder may not deduct all or a
portion of interest on indebtedness incurred or continued to purchase or carry
shares of an investment company paying exempt-interest dividends. In addition,
under rules issued by the Internal Revenue Service for determining when borrowed
funds are considered used for the purposes of purchasing or carrying particular
assets, the purchase of shares may be considered to have been made with borrowed
funds even though the borrowed funds are not directly traceable to the purchase
of shares.
A deductible "environmental tax" of 0.12% is imposed on a corporation's
modified alternative minimum taxable income in excess of $2 million. The
environmental tax will be imposed even if the corporation is not required to pay
an alternative minimum tax because the corporation's regular income tax
liability exceeds its minimum tax liability. To the extent that exempt-interest
dividends paid by Tax-Exempt Fund are included in alternative minimum taxable
income, corporate stockholders may be subject to the environmental tax.
Opinions relating to the validity of municipal securities and the exemption
of interest thereon from federal income tax are rendered by bond counsel to the
issuer. Neither the Investment Manager nor Tax-Exempt Fund's counsel makes any
review of proceedings relating to the issuance of municipal securities or the
bases of such opinions.
The Funds are required by law to withhold 31% of taxable dividends and
distributions to stockholders who do not furnish their correct taxpayer
identification numbers, or are otherwise subject to the backup withholding
provisions of the Internal Revenue Code.
Each of Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government
Fund and Global Aggressive Bond Fund (the Series of Income Fund) will be treated
separately in determining the amounts of income and capital gains distributions.
For this purpose, each Fund will reflect only the income and gains, net of
losses of that Fund.
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A purchase of shares shortly before payment of a dividend or distribution
would be disadvantageous because the dividend or distribution to the purchaser
would have the effect of reducing the per share net asset value of his or her
shares by the amount of the dividends or distributions. In addition all or a
portion of such dividends or distributions, although in effect a return of
capital, are subject to taxes, which may be at ordinary income tax rates.
OPTIONS, FUTURES AND FORWARD CONTRACTS AND SWAP AGREEMENTS. Certain
options, futures contracts, and forward contracts in which a Fund may invest may
be "Section 1256 contracts." Gains or losses on Section 1256 contracts generally
are considered 60% long-term and 40% short-term capital gains or losses;
however, foreign currency gains or losses arising from certain Section 1256
contracts may be treated as ordinary income or loss. Also, Section 1256
contracts held by a Fund at the end of each taxable year (and at certain other
times as prescribed pursuant to the Code) are "marked to market" with the result
that unrealized gains or losses are treated as though they were realized.
Generally, the hedging transactions undertaken by a Fund may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may affect
the character of gains (or losses) realized by a Fund. In addition, losses
realized by a Fund on positions that are part of a straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
the taxable income for the taxable year in which such losses are realized.
Because only a few regulations implementing the straddle rules have been
promulgated, the tax consequences of transactions in options, futures, forward
contracts, swap agreements and other financial contracts to a Fund are not
entirely clear. The transactions may increase the amount of short-term capital
gain realized by a Fund which is taxed as ordinary income when distributed to
shareholders.
A Fund may make one or more of the elections available under the Code which
are applicable to straddles. If a Fund makes any of the elections, the amount,
character and timing of the recognition of gains or losses from the affected
straddle positions will be determined under rules that vary according to the
election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.
Because application of the straddle rules may affect the character of gains
or losses, defer losses and/or accelerate the recognition of gains or losses
from the affected straddle positions, the amount which must be distributed to
shareholders, and which will be taxed to shareholders as ordinary income or
long-term capital gain, may be increased or decreased as compared to a fund that
did not engage in such hedging transactions.
Because only a few regulations regarding the treatment of swap agreements,
and related caps, floors and collars, have been implemented, the tax
consequences of such transactions are not entirely clear. The Funds intend to
account for such transactions in a manner deemed by them to be appropriate, but
the Internal Revenue Service might not necessarily accept such treatment. If it
did not, the status of a Fund as a regulated investment company might be
affected.
The requirements applicable to a Fund's qualification as a regulated
investment company may limit the extent to which a Fund will be able to engage
in transactions in options, futures contracts, forward contracts, swap
agreements and other financial contracts.
FOREIGN TAXATION. Income received by a Fund from sources within a foreign
country may be subject to withholding and other taxes imposed by that country.
Tax conventions between certain countries and the U.S. may reduce or eliminate
such taxes.
FOREIGN CURRENCY TRANSACTIONS. Under the Code, gains or losses attributable
to fluctuations in exchange rates which occur between the time a Fund accrues
income or other receivables or accrues expenses or other liabilities denominated
in a foreign currency and the time that Fund actually collects such receivables
or pays such liabilities generally are treated as ordinary income or ordinary
loss. Similarly, on disposition of debt securities denominated in a foreign
currency and on disposition of certain futures contracts, forward contracts and
options, gains or losses attributable to fluctuations in the value of foreign
currency between the date of acquisition of the security or contract and the
date of disposition also are treated as ordinary gain or loss. These gains or
losses, referred to under the Code as "Section 988" gains or losses, may
increase or decrease the amount of a Fund's investment company taxable income to
be distributed to its shareholders as ordinary income.
ORIGINAL ISSUE DISCOUNT. Debt securities purchased by a Fund (such as zero
coupon bonds) may be treated for U.S. federal income tax purposes as having
original issue discount. Original issue discount is treated as interest for
federal income tax purposes and can generally be defined as the excess of the
stated redemption price at maturity over the issue price. Original issue
discount, whether or not cash payments actually are received by a Fund, is
treated for federal income tax purposes as income earned by the Fund, and
therefore is subject to the
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distribution requirements of the Code. Generally, the amount of original issue
discount included in the income of the Fund each year is determined on the basis
of a constant yield to maturity which takes into account the compounding of
accrued interest.
In addition, debt securities may be purchased by a Fund at a discount which
exceeds the original issue discount remaining on the securities, if any, at the
time the Fund purchased the securities. This additional discount represents
market discount for income tax purposes. Treatment of market discount varies
depending upon the maturity of the debt security. Generally, in the case of any
debt security having a fixed maturity date of more than one year from the date
of issue and having market discount, the gain realized on disposition will be
treated as ordinary income to the extent it does not exceed the accrued market
discount on the security (unless the Fund elects for all its debt securities
having a fixed maturity date of more than one year from the date of issue to
include market discount in income in tax years to which it is attributable).
Generally, market discount accrues on a daily basis. For any debt security
having a fixed maturity date of not more than one year from the date of issue,
special rules apply which may require in some circumstances the ratable
inclusion of income attributable to discount at which the bond was acquired as
calculated under the Code. A Fund may be required to capitalize, rather than
deduct currently, part or all of any net direct interest expense on indebtedness
incurred or continued to purchase or carry any debt security having market
discount (unless the Fund makes the election to include market discount
currently).
OTHER TAXES. The foregoing discussion is general in nature and is not
intended to provide an exhaustive presentation of the tax consequences of
investing in a Fund. Distributions may also be subject to additional state,
local and foreign taxes, depending on each shareholder's particular situation.
Depending upon the nature and extent of a Fund's contacts with a state or local
jurisdiction, the Fund may be subject to the tax laws of such jurisdiction if it
is regarded under applicable law as doing business in, or as having income
derived from, the jurisdiction. Persons who may be "substantial users" (or
"related persons" of substantial users) of facilities financed by private
activity bonds should consult their tax adviser before purchasing Tax-Exempt
Fund shares. (See "Municipal Securities," page 19.) Shareholders are advised to
consult their own tax advisers with respect to the particular tax consequences
to them of an investment in a Fund.
ORGANIZATION
The Articles of Incorporation of Income and Tax-Exempt Funds provide for
the issuance of shares of common stock in one or more classes or series and the
Articles of Cash Fund provide for the issuance of stock in one or more series.
Income Fund has authorized the issuance of an indefinite number of shares
of capital stock of $1.00 par value and currently issues its shares in four
series, Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government Fund
and Global Aggressive Bond Fund. The shares of each Series of Income Fund
represent a pro rata beneficial interest in that Series' net assets and in the
earnings and profits or losses derived from the investment of such assets.
Tax-Exempt and Cash Funds have not issued shares in any additional series at the
present time. Tax-Exempt and Cash Funds have authorized the issuance of an
indefinite number of shares of capital stock of $0.10 par value.
Each of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds currently issues two classes of shares
which participate proportionately based on their relative net asset values in
dividends and distributions and have equal voting, liquidation and other rights
except that (i) expenses related to the distribution of each class of shares or
other expenses that the Board of Directors may designate as class expenses from
time to time, are borne solely by each class; (ii) each class of shares has
exclusive voting rights with respect to any Distribution Plan adopted for that
class; (iii) each class has different exchange privileges; and (iv) each class
has a different designation. When issued and paid for, the shares of Corporate
Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond, Tax-Exempt
and Cash Funds will be fully paid and nonassessable by the Funds. Shares may be
exchanged as described above under "Exchange Privilege," but will have no other
preference, conversion, exchange or preemptive rights. Shares are transferable,
redeemable and assignable and have cumulative voting privileges for the election
of directors.
On certain matters, such as the election of directors, all shares of the
Series of Income Fund vote together with each share having one vote. On other
matters affecting a particular Series, such as the investment advisory contract
or the fundamental policies, only shares of that Series are entitled to vote,
and a majority vote of the shares of that Series is required for approval of the
proposal.
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The Funds do not generally hold annual meetings of stockholders and will do
so only when required by law. Stockholders may remove directors from office by
vote cast in person or by proxy at a meeting of stockholders. Such a meeting
will be called at the written request of 10% of a Fund's outstanding shares.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-PAYING AGENT
UMB Bank, N.A., 928 Grand Avenue, Kansas City, Missouri 64106 acts as the
custodian for the portfolio securities of Corporate Bond Fund, Limited Maturity
Bond Fund, U.S. Government Fund, Tax-Exempt Fund and Cash Fund. Chase Manhattan
Bank, N.A., 4 Chase MetroTech Center, Brooklyn, New York, acts as custodian for
the portfolio securities of Global Aggressive Bond Fund, including those held by
foreign banks and foreign securities depositories which qualify as eligible
foreign custodians under the rules adopted by the Securities and Exchange
Commission. Security Management Company acts as the Funds' transfer and
dividend-paying agent.
INDEPENDENT AUDITORS
The firm of Ernst & Young LLP, One Kansas City Place, 1200 Main Street,
Kansas City, Missouri, has been selected by a majority of the independent
directors of each Fund to serve as the independent auditors of the Funds, and as
such, the firm will perform the annual audit of each Fund's financial
statements.
PERFORMANCE INFORMATION
The Funds may, from time to time, include performance information in
advertisements, sales literature or reports to stockholders or prospective
investors. Performance information in advertisements or sales literature may be
expressed as yield for each of the Funds, effective yield for Cash Fund, taxable
equivalent yield for Tax-Exempt Fund and average annual total return and
aggregate total return for Tax-Exempt and Income Funds.
For Cash Fund, the current yield will be based upon the seven calendar days
ending on the date of calculation ("the base period"). The total net investment
income earned, exclusive of realized capital gains and losses or unrealized
appreciation and depreciation, during the base period, on a hypothetical
pre-existing account having a balance of one share will be divided by the value
of the account at the beginning of that period. The resulting figure ("the base
period return") will then be multiplied by 365/7 to obtain the current yield.
Cash Fund's current yield for the seven-day period ended December 31, 1994 was
4.72%.
Cash Fund's effective (or compound) yield for the same period was 4.83%.
The effective yield reflects the compounding of the current yield by reinvesting
all dividends and will be computed by compounding the base period return by
adding 1 to the base period return, raising the sum to a power equal to 365
divided by 7, and subtracting 1 from the result. The yield of the Fund may be
obtained by calling the Fund.
Investors should recognize that investment in Cash Fund is not guaranteed
or insured by any state, federal or government agency or by any other person.
With respect to Income Fund and Tax-Exempt Fund, quotations of yield will
be based on the investment income per share earned during a particular 30-day
period, less expenses per share accrued during the period ("net investment
income") and will be computed by dividing net investment income by the maximum
offering price per share on the last day of the period, according to the
following formula:
A-B
YIELD = 2((--- + 1)(6) - 1)
CD
where A = dividends and interest earned during the period, B = expenses accrued
for the period (net of any reimbursements), C = the average daily number of
shares outstanding during the period that were entitled to receive dividends,
and D = the maximum offering price per share on the last day of the period.
Tax-Exempt Fund's tax-equivalent yield, like yield, is based on a 30-day
period and is computed by dividing that portion of the Fund's yield (computed as
described above) which is tax-exempt by one minus a stated income tax rate and
adding the resulting figure to that portion of the Fund's yield, if any, that is
not tax-exempt.
For the 30-day period ended December 31, 1994, the yield for the Class A
shares of the following Funds was 7.13% for the Corporate Bond Fund, 6.88% for
the U.S. Government Fund, and 5.40% for Tax-Exempt Fund. For the same period,
the tax equivalent yield for the Class A shares of Tax-Exempt Fund assuming a
15% income tax rate and a 28% income tax rate, respectively, was 6.35% and
7.50%.
For the 30-day period ended December 31, 1994, the yield for the Class B
shares of the following Funds was 7.05% for the Corporate Bond Fund, 6.45% for
the U.S. Government Fund, and 4.44% for Tax-Exempt Fund. For
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the same period, the tax equivalent yield for the Class B shares of Tax-Exempt
Fund assuming a 15% income tax rate and a 28% income tax rate, respectively, was
5.22% and 6.17%.
Yield figures for the Limited Maturity Bond and Global Aggressive Bond
Funds are not yet available as these Funds did not begin operations until
January 17, 1995 and June 1, 1995, respectively.
There is no assurance that a yield quoted will remain in effect for any
period of time. Inasmuch as certain estimates must be made in computing average
daily yield, actual yields may vary and will depend upon such factors as the
type of instruments in the Fund's portfolio, the portfolio quality and average
maturity of such instruments, changes in interest rates and the actual Fund
expenses. Yield computations will reflect the expense limitations described in
this Prospectus under "Investment Manager."
Quotations of average annual total return will be expressed in terms of the
average annual compounded rate of return of a hypothetical investment in Income
Fund or Tax-Exempt Fund over periods of 1, 5 and 10 years (up to the life of the
Fund), calculated pursuant to the following formula:
P(1+T)n=ERV
(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years, and ERV = the ending redeemable value of
a hypothetical $1,000 payment made at the beginning of the period). All average
annual total return figures will reflect the deduction of the maximum initial
sales load in the case of quotations of performance of Class A shares or the
applicable contingent deferred sales charge in the case of quotations of
performance of Class B shares and a proportional share of Fund expenses on an
annual basis, and assume that all dividends and distributions are reinvested
when paid.
For the 1-, 5- and 10-year periods ended December 31, 1994, the average
annual total return for Class A shares of the Corporate Bond Fund was -12.63%,
6.03% and 8.20%, respectively. For the 1-year period ended December 31, 1994,
the average total return for Class B shares of Corporate Bond Fund was -13.58%.
For the period October 19, 1993 (date of inception) to December 31, 1994, the
total return for Class B shares of the Corporate Bond Fund was -12.86%.
For the 1- and 5-year periods ended December 31, 1994, and the period of
August 15, 1985 (date of inception) to December 31, 1994, the average annual
total return for Class A shares of the U.S. Government Fund was -11.02%, 5.48%
and 7.13%, respectively. For the 1-year period ended December 31, 1994, the
average total return for Class B shares of U.S. Government Fund was -12.04%. For
the period October 19, 1993 (date of inception) to December 31, 1994, the
average annual total return for Class B shares of the U.S. Government Fund was
- -11.09%.
For the 1-, 5- and 10-year periods ended December 31, 1994, the average
annual total return for Class A shares of Tax-Exempt Fund was -12.66%, 4.55% and
6.71%, respectively. For the 1-year period ended December 31, 1994, the average
total return for Class B shares of Tax-Exempt Fund was -13.99%. For the period
October 19, 1993 (date of inception) to December 31, 1994, the average annual
total return for Class B shares of Tax-Exempt Fund was -11.63%.
Average annual total return figures are not yet available for the Limited
Maturity Bond and Global Aggressive Bond Funds as these Funds did not begin
operations until January 17, 1995 and June 1, 1995, respectively.
The aggregate total return for Income and Tax-Exempt Funds is calculated
for any specified period of time pursuant to the following formula:
P(1+T)n=ERV
(where P = a hypothetical initial payment of $1,000, T = the total return, and
ERV = the ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the period). All aggregate total return figures will assume that
all dividends and distributions are reinvested when paid. The Funds may, from
time to time, include quotations of total return that do not reflect deduction
of the sales load which, if reflected, would reduce the total return data
quoted.
The aggregate total return on an investment made in Class A shares of the
Corporate Bond Fund, the U.S. Government Fund and Tax-Exempt Fund calculated as
described above for the period from December 31, 1978, for the Corporate Bond
Fund, from August 15, 1985 for the U.S. Government Fund and from December 12,
1983 for Tax-Exempt Fund, through December 31, 1994 was 292.4%, 100.3% and
114.5%, respectively. These figures reflect deduction of the maximum initial
sales load.
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The aggregate total return on an investment made in Class B shares of the
Corporate Bond Fund, the U.S. Government Fund and Tax-Exempt Fund calculated as
described above for the period October 19, 1993 through December 31, 1994 was
- -13.50%, -12.04% and -13.99%, respectively. These figures reflect deduction of
the maximum contingent deferred sales charge.
In addition, quotations of aggregate total return will also be calculated
for several consecutive one-year periods expressing the total return as a
percentage increase or decrease in the value of the investment for each year
relative to the ending value for the previous year.
Total return figures for the Limited Maturity Bond and Global Aggressive
Bond Funds are not yet available as these Funds did not begin operations until
January 17, 1995 and June 1, 1995, respectively.
Quotations of yield, tax-equivalent yield, average annual total return and
aggregate total return will reflect only the performance of a hypothetical
investment during the particular time period shown. Such quotations will vary
based on changes in market conditions and the level of the Fund's expenses, and
no reported performance figure should be considered an indication of performance
which may be expected in the future.
In connection with communicating its yield, tax-equivalent yield, average
annual total return or aggregate total return to current or prospective
stockholders, each Fund also may compare these figures to the performance of
other mutual funds tracked by mutual fund rating services or to other unmanaged
indexes which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs. Each Fund will include
performance data for both Class A and Class B shares of the Fund in any
advertisement or report including performance data of the Fund. Such mutual fund
rating services include the following: Lipper Analytical Services; Morningstar,
Inc.; Investment Company Data; Schabacker Investment Management; Wiesenberger
Investment Companies Service; Computer Directions Advisory (CDA); and Johnson
Charts.
RETIREMENT PLANS
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive
Bond and Cash Funds offer tax-qualified retirement plans for individuals
(Individual Retirement Accounts, known as IRAs), several prototype retirement
plans for the self-employed (Keogh plans), pension and profit-sharing plans for
corporations, and custodial account plans for employees of public school systems
and organizations meeting the requirements of Section 50l(c)(3) of the Internal
Revenue Code. Actual documents and detailed materials about the plans will be
provided upon request to the Distributor.
Purchases of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Cash Fund shares under any of these plans are made at the
public offering price next determined after contributions are received by the
Distributor. Shares owned under any of the plans have full dividend, voting and
redemption privileges. Depending upon the terms of the particular plan,
retirement benefits may be paid in a lump sum or in installment payments over a
specified period. There are possible penalties for premature distributions from
such plans.
Security Management Company is available to act as custodian for the plans
on a fee basis. For IRAs, Section 403(b) Retirement Plans, and Simplified
Employee Pension Plans (SEPPs), service fees for such custodial services
currently are: (1) $10 for annual maintenance of the account, and (2) benefit
distribution fee of $5 per distribution. Service fees for other types of plans
will vary. These fees will be deducted from the plan assets. Optional
supplemental services are available from Security Benefit Life Insurance Company
for additional charges.
Retirement investment programs involve commitments covering future years.
It is important that the investment objective and structure of Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond and Cash Funds be
considered by the investors for such plans. Investments in insurance and annuity
contracts also may be purchased in addition to shares of the Funds.
A brief description of the available tax-qualified retirement plans is
provided below. However, the tax rules applicable to such qualified plans vary
according to the type of plan and the terms and conditions of the plan itself.
Therefore, no attempt is made to provide more than general information about the
various types of qualified plans. Because Tax-Exempt Fund's investment objective
is to obtain a high level of interest income exempt from federal taxes,
Tax-Exempt Fund is not an appropriate investment for retirement plans.
Investors are urged to consult their own attorneys or tax advisers when
considering the establishment and maintenance of any such plans.
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INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
Individual Retirement Account Custodial Agreements are available to provide
investment in shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond or Cash Fund, or in other Funds in the Security Group. An
individual may initiate an IRA through the Distributor by executing the
custodial agreement and making a minimum initial investment of at least $100
plus $15 to cover the fees for opening and maintaining the account for the first
year.
An individual may make a contribution to an IRA each year of up to the
lesser of $2,000 or 100% of earned income under current tax law. If
contributions are also made to an IRA of a nonworking spouse, the maximum is
raised to a total for the two accounts of $2,250; the taxpayers may choose how
to allocate the $2,250 between the accounts, as long as no more than $2,000 is
contributed to either account. If both husband and wife work, each may establish
his or her own IRA and contribute up to the maximum allowed for individuals.
Deductions for IRA contributions are limited for taxpayers who are covered
by an employer-sponsored retirement plan. However, these limitations do not
apply to a single taxpayer with adjusted gross income of $25,000 or less or
married taxpayers with adjusted gross income of $40,000 or less (if they file a
joint tax return). Taxpayers with adjusted gross income less than $10,000 in
excess of these amounts may deduct a portion of their IRA contributions. The
nondeductible portion is calculated by reference to the amount of the taxpayer's
income above $25,000 (single) or $40,000 (married) as a percentage of $10,000.
Contributions must be made in cash no later than April 15 following the
close of the tax year. No annual contribution is permitted for the year in which
the investor reaches age 70 1/2 or any year thereafter.
In addition to annual contributions, total distributions and certain
partial distributions from certain employer-sponsored retirement plans may be
eligible to be reinvested into an IRA if the reinvestment is made within 60 days
of receipt of the distribution by the taxpayer. Such rollover contributions are
not subject to the limitations on annual IRA contributions described above.
PENSION AND PROFIT-SHARING PLANS
Prototype corporate pension or profit-sharing prototype plans meeting the
requirements of Internal Revenue Code Section 401(a) are available. Information
concerning these plans may be obtained from Security Distributors, Inc.
403(B) RETIREMENT PLANS
Employees of public school systems and tax-exempt organizations meeting the
requirements of Internal Revenue Code Section 501(c)(3) may purchase custodial
account plans funded by their employers with shares of Corporate Bond, Limited
Maturity Bond, U.S. Government, Global Aggressive Bond or Cash Fund or other
Funds in the Security Group in accordance with Code Section 403(b). Section
403(b) plans are subject to numerous restrictions on the amount that may be
contributed, the persons who are eligible to participate and on the time when
distributions may commence.
SIMPLIFIED EMPLOYEE PENSION PLANS (SEPPS)
A prototype SEPP is available for corporations, partnerships or sole
proprietors desiring to adopt such a plan for purchases of IRAs for their
employees. Employers establishing a SEPP may contribute a maximum of $30,000 a
year to an IRA for each employee. This maximum is subject to a number of
limitations.
FINANCIAL STATEMENTS
The audited financial statements of the Funds, which are contained in the
Funds' Annual Report dated December 31, 1995, are incorporated herein by
reference. A copy of the Annual Report is provided to every person requesting
the Statement of Additional Information.
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TAX-EXEMPT VS. TAXABLE INCOME
The following table shows the approximate taxable yields for individuals
that are equivalent to tax-exempt yields using the 1995 tax rates contained in
the Internal Revenue Code as modified by the Tax Reform Act of 1986. Beginning
in 1989, federal income brackets will be indexed each year to reflect changes in
the Consumer Price Index. The table illustrates what you would have to earn on
taxable investments to equal a given tax-exempt yield in your income tax
bracket. Locate your income (after deductions and exemptions), then locate your
tax bracket based on joint or single tax filing. Read across to the equivalent
taxable yield you would need to match a given tax-free yield. There is, of
course, no assurance that an investment in Tax-Exempt Fund will result in the
realization of any particular return.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Your
income
tax
If your taxable income is: bracket And a tax-free yield of:
Joint Return Single Return is: 5% 6% 7% 8% 9% 10% 11% 12%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995
0 - 39,000 0 - 23,350 15.0% 5.88 7.06 8.24 9.41 10.59 11.76 12.94 14.12
39,000 - 94,250 23,350 - 56,550 28.0 6.94 8.33 9.72 11.11 12.50 13.89 15.28 16.67
94,250 - 143,600 56,550 - 117,950 31.0 7.25 8.70 10.14 11.59 13.04 14.49 15.94 17.39
143,600 - 256,500 117,950 - 256,500 36.0 7.81 9.38 10.94 12.50 14.06 15.63 17.19 18.75
256,500 and over 256,500 and over 39.6 8.28 9.93 11.59 13.25 14.90 16.56 18.21 19.87
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
61
<PAGE>
APPENDIX A
CLASS A SHARES OF CORPORATE BOND, LIMITED MATURITY BOND, U.S. GOVERNMENT, GLOBAL
AGGRESSIVE BOND AND TAX-EXEMPT FUNDS
REDUCED SALES CHARGES
Initial sales charges may be reduced or eliminated for persons or
organizations purchasing Class A shares of Corporate Bond, Limited Maturity
Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt Funds alone or in
combination with Class A shares of other Security Funds.
For purposes of qualifying for reduced sales charges on purchases made
pursuant to Rights of Accumulation, a Statement of Intention or Letters of
Intent, the term "Purchaser" includes the following persons: an individual; his
or her spouse and children under the age 21; a trustee or other fiduciary of a
single trust estate or single fiduciary account established for their benefit;
an organization exempt from federal income tax under Section 501(c)(3) or (13)
of the Internal Revenue Code; or a pension, profit-sharing or other employee
benefit plan whether or not qualified under Section 401 of the Internal Revenue
Code.
RIGHTS OF ACCUMULATION
To reduce sales charges on purchases of Corporate Bond Fund, Limited
Maturity Bond Fund, U.S. Government Fund, Global Aggressive Bond Fund or
Tax-Exempt Fund, a Purchaser may combine all previous purchases with a
contemplated current purchase of Class A shares of a Fund for the purpose of
determining the sales charge applicable to the current purchase. For example, an
investor who already owns Class A shares of a Fund either worth $30,000 at the
applicable current offering price or purchased for $30,000 and who invests an
additional $25,000, is entitled to a reduced sales charge of 3.75% on the latter
purchase. The Distributor must be notified when a sale takes place which would
qualify for the reduced charge on the basis of previous purchases subject to
confirmation of the investor's holdings through the Fund's records. Rights of
accumulation apply also to purchases representing a combination of the Class A
shares of Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government Fund,
Global Aggressive Bond Fund, Tax-Exempt Fund, Security Growth and Income,
Security Ultra Fund, or Security Equity Fund in those states where shares of the
Funds being purchased are qualified for sale.
STATEMENT OF INTENTION
A Purchaser in Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond or Tax-Exempt Funds may sign a Statement of Intention,
which may be signed within 90 days after the first purchase to be included
thereunder, in the form provided by the Distributor covering purchases of
Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government Fund, Global
Aggressive Bond Fund, Tax-Exempt Fund, Security Equity Fund, Security Growth and
Income Fund, or Security Ultra Fund to be made within a period of 13 months (or
a 36-month period for purchases of $1 million or more) and thereby become
eligible for the reduced front-end sales charge applicable to the actual amount
purchased under the Statement. Five percent of the amount specified in the
Statement of Intention will be held in escrow shares until the Statement is
completed or terminated. The shares so held may be redeemed by the Fund if the
investor is required to pay additional sales charge which may be due if the
amount of purchases made by the investor during the period the Statement is
effective is less than the total specified in the Statement of Intention.
A Statement of Intention may be revised during the 13-month period (or, if
applicable, 36-month period). Additional Class A shares received from
reinvestment of income dividends and capital gains distributions (if any are
realized) are included in the total amount used to determine reduced sales
charges. The Statement is not a binding obligation upon the investor to purchase
or any Fund to sell the full indicated amount. An investor considering signing
such an agreement should read the Statement of Intention carefully. A Statement
of Intention form may be obtained from the Investment Manager.
62
<PAGE>
REINSTATEMENT PRIVILEGE
Stockholders who redeem their Class A shares of Corporate Bond Fund,
Limited Maturity Bond Fund, U.S. Government Fund, Global Aggressive Bond Fund or
Tax-Exempt Fund have a one-time privilege (1) to reinstate their accounts by
purchasing shares of the Fund without a sales charge up to the dollar amount of
the redemption proceeds, or (2) to the extent the redeemed shares would have
been eligible for the exchange privilege, to purchase Class A shares of another
of the Funds, Security Equity Fund, Security Ultra Fund, or Security Growth and
Income Fund up to the dollar amount of the redemption proceeds at a sales charge
equal to the additional sales charge, if any, which would have been applicable
had the redeemed shares been exchanged pursuant to the exchange privilege.
Written notice and a check in the amount of the reinvestment from eligible
stockholders wishing to exercise this reinstatement privilege must be received
by the Fund within thirty days after the redemption request was received (or
such longer period as may be permitted by rules and regulations promulgated
under the Investment Company Act of 1940). The net asset value used in computing
the amount of shares to be issued upon reinstatement or exchange will be the net
asset value on the day that notice of the exercise of the privilege is received.
Stockholders making use of the reinstatement privilege should note that any
gains realized upon the redemption will be taxable while any losses may be
deferred under the "wash sale" provision of the Internal Revenue Code.
63
<PAGE>
Security
Funds
Annual
Report
December 31, 1995
* Security Income
Fund
- Corporate Bond
Series
- U.S. Government
Series
- Limited Maturity
Bond Series
* Security Tax-
Exempt Fund
* Security Cash
Fund
[SDI Logo]
<PAGE>
PRESIDENT'S LETTER
- --------------------------------------------------------------------------------
February 15, 1996
SECURITY
FUNDS
To Our Shareholders:
We have just completed one of the best years in history for the combined
equity and fixed income markets. The Standard and Poor's 500 Index rose an
amazing 37.58%, and the bellwether thirty-year Treasury bond declined almost two
full percentage points from 7.87% to 5.94% over the course of the year. These
gains are evidence of the rewards reaped by patient investors who stood pat and
even continued to invest during the distressing markets of 1994.*
REASONS BEHIND THE OUTSTANDING PERFORMANCE IN 1995
The Federal Reserve Board deserves much of the credit for the success of
the markets during the year. The board's chairman, Alan Greenspan, has done a
commendable job of assessing the condition of the nation's economy and deftly
applying the brakes in the form of restrictive monetary policy as needed to keep
inflation in check. The resulting slow, steady economic growth and stable prices
were an unbeatable combination. Bond market investors' fears of surging
inflation dissipated, and long-term bond rates fell to levels not seen in
several years.
Technology was the year's primary equity market theme, reflective of an
increased focus on productivity in our nation's factories and offices. We have
seen extraordinary technological gains attributable to rapid development of
computer applications in every field from word processing to assembly line
production. These gains have led to more rapid decision making processes and
substitutions for labor which have in turn reduced costs, contributing to
diminished inflation pressures.
CAN THE EUPHORIA CONTINUE?
At the close of 1995 the nation's politicians were locked in combat over an
attempt to agree on a balanced budget, bringing the federal government to an
abrupt halt and creating immeasurable noise in the financial markets. Investors
must keep their eyes focused on the big picture--the economic fundamentals which
continue to augur well for the long-term outlook. Inflation remains well under
control, the economy continues to move at a slow, sustainable rate of growth,
and the Federal Reserve Open Market Committee is likely to recognize that
additional cuts in short-term interest rates are justified.
We believe that earnings comparisons for the fourth quarter of 1995 will,
on balance, be sufficient to support current market valuations. Earnings are not
likely to be as robust as they were a year ago; however, they should be strong
enough to sustain the markets at their present levels. There will be some
earnings disappointments, as there always are, generating daily volatility in
individual stock prices which we have come to consider routine. As we move
through the first half of 1996, the focus will be on the extended slow growth of
the economy and the ability of corporations to continue productivity improvement
in order to generate earnings gains in that slow-growth climate.
[Upper Right Hand Corner, Photo of John Cleland]
JOHN CLELAND
THE LONGER TERM GLOBAL VIEW
In the United States we see an opportunity for the economy to benefit from
the national movement toward less government involvement in all aspects of our
lives. It is clearly possible that in the future the government will get a
smaller share of our total resources, with the greater part going toward
economic growth. The implications of this are enormously positive for financial
markets--lower interest rates due to a smaller government hand in our
pocketbook. Having a greater share of available resources dedicated to economic
growth bodes well for sustained rises in stock and bond prices.
Globally the same trends are at work. European countries are beginning to
recognize that their social welfare systems have grown beyond the capacity of
the people to support them. Growth of the free market system and the elimination
of communism as a viable political structure are strong pluses for global
economic growth. Reallocation of resources to the free market system improves
the lives of citizens and further enhances economic growth and positive
financial markets.
In the following pages our portfolio managers review the factors
influencing the performance of their respective funds in 1995. They also present
their management philosophies and outlooks for the year ahead. Our goal is to
provide you with positive investment results over time and the highest quality
service in the industry. We invite your questions and comments at any time.
Sincerely,
/s/ John D. Cleland
John D. Cleland
President, Security Funds
*Although we have just experienced a very rewarding year, investors should
remember that past performance is not a guarantee of future results, and that
you may have a gain or a loss at redemption.
1
<PAGE>
MANAGERS' COMMENTARY
------------------------------------------------------------------------
SECURITY February 15, 1996
FUNDS
SECURITY INCOME FUND
CORPORATE BOND SERIES
U.S. GOVERNMENT SERIES
LIMITED MATURITY BOND SERIES
SECURITY TAX-EXEMPT FUND
SECURITY CASH FUND
Dear Shareholder:
What a difference a year makes! In 1994 bonds took the worst beating since the
Depression years, but investors who kept long term goals in mind rode out the
storm. In the first five months of 1995 those patient investors had recouped all
of their 1994 losses, and enjoyed continuing gains throughout the balance of the
year. Both the taxable and tax-exempt sectors of the fixed income markets
performed extremely well as the thirty-year Treasury bond declined in yield
almost two full percentage points.
Perhaps the single most important factor behind the 1995 bond market rally was
investors' realization that inflation was indeed under control. The Federal
Reserve's Open Market Committee remained steadfast in their fight, holding short
term interest rates at or above 5-1/2% throughout the year. Long term bonds once
again became attractive, and investor demand drove their prices higher.
PERFORMANCE OF THE CORPORATE BOND SERIES
The Corporate Bond Series with its long term orientation capitalized on rising
bond prices, returning 18.2% to its shareholders in 1995.* As usual the bulk of
the portfolio was invested in corporate issues, with generally 5% to 10% of the
assets in government or federal agency securities for liquidity purposes. The
largest percentage of corporate bonds was rated in the single-A category,
because these issues tend to outperform higher rated bonds in rising markets.
The best performing sector of the corporate bond market was industrials,
represented in our portfolio by names such as Lockheed Corporation, Ralston
Purina Company, and Southwest Airlines Company. Industrials as a group were up
nearly 23% in 1995. Financial issues were excellent performers as well, rising
over 20% during the year. This sector of our portfolio includes banks such as
BankAmerica Corporation and Wachovia Corporation, finance companies like General
Motors Acceptance Corporation, and brokerage firms including Lehman Brothers
Holdings, Inc. and Bear Stearns.
The utility sector of the corporate bond market also did very well, increasing
over 22% in value. Our portfolio was underweighted in this area because of our
fear of the impact of changing regulatory restrictions. International issues
were strong performers in the index, but again were underrepresented in our
portfolio because of prospectus limitations which allowed us to invest outside
of the United States only in Canadian issues.
[LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]
CORPORATE BOND SERIES
12-31-95
CORPORATE LEHMAN BROTHERS LEHMAN BROTHERS MUTUAL FUND
BOND SERIES CORPORATE BOND INDEX A RATED CORPORATE INDEX
----------- -------------------- -----------------------
March 1986 $10,048 $10,812 $10,806
June 1986 $10,176 $10,953 $10,953
September 1986 $10,396 $11,195 $11,198
December 1986 $10,571 $11,651 $11,651
March 1987 $10,763 $11,929 $11,928
June 1987 $10,785 $11,650 $11,644
September 1987 $10,546 $11,227 $11,200
December 1987 $10,994 $11,948 $11,940
March 1988 $11,257 $12,478 $12,471
June 1988 $11,322 $12,617 $12,588
September 1988 $11,549 $12,914 $12,887
December 1988 $11,705 $13,049 $12,988
March 1989 $11,835 $13,206 $13,136
June 1989 $12,533 $14,252 $14,183
September 1989 $12,571 $14,438 $14,368
December 1989 $12,872 $14,888 $14,826
March 1990 $12,882 $14,758 $14,700
June 1990 $13,351 $15,334 $15,298
September 1990 $13,133 $15,331 $15,297
December 1990 $13,717 $15,939 $15,915
March 1991 $14,238 $16,619 $16,626
June 1991 $14,498 $16,950 $16,965
September 1991 $15,245 $17,944 $17,946
December 1991 $15,929 $18,891 $18,888
March 1992 $15,882 $18,753 $18,754
June 1992 $16,473 $19,567 $19,598
September 1992 $17,150 $20,491 $20,523
December 1992 $17,354 $20,532 $20,554
March 1993 $18,420 $21,569 $21,577
June 1993 $19,101 $22,289 $22,279
September 1993 $19,940 $23,064 $23,072
December 1993 $19,734 $23,029 $23,021
March 1994 $18,710 $22,219 $22,176
June 1994 $18,055 $21,869 $21,777
September 1994 $17,999 $22,029 $21,940
December 1994 $18,103 $22,126 $22,024
March 1995 $18,959 $23,436 $23,541
June 1995 $19,965 $25,179 $25,596
September 1995 $20,345 $25,773 $26,285
December 1995 $21,402 $27,045 $27,825
$10,000 OVER TEN YEARS
This chart references a change in Corporate Bond Series' Index. The Series' new
index is the Lehman Brothers Mutual Fund, A Rated Corporate Index. We believe
the makeup of this index more closely resembles the composition of Corporate
Bond Series' portfolio.
This chart assumes a $10,000 investment in Class A shares of Corporate Bond
Series on December 31, 1985, and reflects deduction of the 4.75% sales load. On
December 31, 1995, the value of your investment in the Series' Class A shares
(with dividends reinvested) would have grown to $21,402. By comparison, the same
$10,000 investment would have grown to $27,045 based on the performance of the
Lehman Corporate Bond Index and to $27,825 based on the performance of the
Lehman Brothers Mutual Fund A Rated Corporate Index.
The performance illustrated above is based on the performance of Class A shares.
The performance of Class B shares will be greater or less than the performance
shown for Class A shares as a result of the different loads and fees associated
with an investment in Class B shares.
The performance data illustrated above reflects past performance which is not
predictive of future results.
The Lehman Brothers Corporate Bond Index includes all publicly issued,
fixed-rate, non-convertible investment grade dollar denominated, and
SEC-registered corporate debt. Investments cannot be made directly in an index.
The Lehman Brothers Mutual Fund A Rated Corporate Index includes all corporate
debt securities rated A or higher.
- --------------------------------------------------------------------------------
CORPORATE BOND SERIES
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1995
CLASS A SHARES CLASS B SHARES
1 Year 12.67% 1 Year 12.26%
5 Years 8.26% Since Inception -0.22%
10 Years 7.91% (10-19-93)
The performance data above represents past performance which is not predictive
of future results. For Class A shares these figures reflect deduction of the
maximum sales charge of 4.75%. For Class B shares the total return includes
deduction of the maximum contingent deferred sales charge.
- --------------------------------------------------------------------------------
2
<PAGE>
MANAGERS' COMMENTARY
------------------------------------------------------------------------
SECURITY February 15, 1996
FUNDS
The Corporate Bond Series in times of rising bond prices will frequently
maintain an average duration up to one year longer than its benchmark index. We
carefully monitor economic activity and other information that affects long-term
interest rates. When we believe it is appropriate, we adjust the duration and
quality to best position the portfolio for current market conditions.
PERFORMANCE OF THE U.S. GOVERNMENT SERIES
The U.S. Government Series had a particularly stellar year in 1995, returning
21.9% to its shareholders.* This Series, like the Corporate Bond Series,
capitalized on the benefits gained from long maturity bonds. The decision was
made early in the year to extend the maturities of many of the portfolio
holdings out beyond twenty years. Now at year's end, the timeliness of this
decision is apparent.
[LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]
U.S. GOVERNMENT SERIES
12-31-95
LEHMAN BROTHERS
U.S. GOVERNMENT SERIES GOVERNMENT BOND INDEX
---------------------- ---------------------
March 1986 $9,864.07 $10,866.04
June 1986 $9,910.88 $11,009.41
September 1986 $10,287.67 $11,224.60
December 1986 $10,384.37 $11,531.09
March 1987 $10,562.63 $11,666.80
June 1987 $10,515.27 $11,463.43
September 1987 $10,389.52 $11,154.62
December 1987 $10,773.69 $11,783.90
March 1988 $11,033.09 $12,172.76
June 1988 $11,212.67 $12,287.96
September 1988 $11,389.33 $12,495.40
December 1988 $11,445.82 $12,613.03
March 1989 $11,565.41 $12,747.04
June 1989 $12,229.29 $13,772.22
September 1989 $12,390.30 $12,886.01
December 1989 $12,797.95 $14,408.29
March 1990 $12,787.69 $14,229.26
June 1990 $13,226.12 $14,726.60
September 1990 $13,397.18 $14,848.98
December 1990 $14,051.97 $15,665.14
March 1991 $14,401.92 $16,004.21
June 1991 $14,643.82 $16,220.62
September 1991 $15,339.74 $17,147.12
December 1991 $15,990.08 $18,066.76
March 1992 $15,792.61 $17,750.73
June 1992 $16,256.51 $18,453.17
September 1992 $16,612.21 $19,363.36
December 1992 $16,779.51 $19,372.16
March 1993 $17,553.72 $20,247.08
June 1993 $18,225.25 $20,832.98
September 1993 $18,827.45 $21,508.90
December 1993 $18,748.77 $21,436.41
March 1994 $18,013.67 $20,790.85
June 1994 $17,579.45 $20,552.41
September 1994 $17,448.78 $20,639.58
December 1994 $17,521.79 $20,713.59
March 1995 $18,292.01 $21,688.27
June 1995 $19,635.99 $23,033.88
September 1995 $20,196.41 $23,440.04
December 1995 $21,351.36 $24,510.73
$10,000 OVER TEN YEARS
This chart assumes a $10,000 investment in Class A shares of U.S. Government
Series on December 31, 1985, and reflects deduction of the 4.75% sales load. On
December 31, 1995, the value of your investment in the Series' Class A shares
(with dividends reinvested) would have grown to $21,351. By comparison, the same
$10,000 investment would have grown to $24,511 based on the performance of the
Lehman Brothers Government Bond Index.
The performance illustrated above is based on the performance of Class A shares.
The performance of Class B shares will be greater or less than the performance
shown for Class A shares as a result of the different loads and fees associated
with an investment in Class B shares.
The performance data illustrated above reflects past performance which is not
predictive of future results.
The Lehman Brothers Government Bond Index is made up of all public obligations
of the U.S. Treasury, excluding flower bonds and foreign-targeted issues, all
publicly issued debt of U.S. Government agencies and quasi-federal corporations,
and corporate debt guaranteed by the U.S. Government. Investments cannot be made
directly in an index.
- --------------------------------------------------------------------------------
U.S. GOVERNMENT SERIES
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1995
CLASS A SHARES CLASS B SHARES
1 Year 15.99% 1 Year 15.94%
5 Years 7.67% Since Inception 2.40%
10 Years 7.86% (10-19-93)
The performance data above represents past performance which is not
predictive of future results. For Class A shares these figures reflect
deduction of the maximum sales charge of 4.75%. For Class B shares the total
return includes deduction of the maximum contingent deferred sales charge.
- --------------------------------------------------------------------------------
The bonds in this portfolio are all of the highest credit quality, as all are
issued by the U.S. Government, its agencies or instrumentalities.** At the close
of December about 28% of the assets were invested in GNMA mortgage pass-through
securities, on which the timely payment of principal and interest is guaranteed.
These issues were carefully selected to attempt to minimize prepayment risk.
Slightly over 22% of the holdings were U. S. Treasury bonds with maturities
ranging from thirteen to twenty-one years. The balance of the portfolio holdings
were issues of other federal agencies with maturities from twenty to thirty
years.
As with the Corporate Bond Series, the performance of the Government Series is
dependent on economic conditions and interest rate movements. We continue to
monitor reports carefully in order to adjust the holdings in the portfolio to
best serve the long-term investment objectives of its shareholders.
PERFORMANCE OF THE LIMITED MATURITY BOND SERIES
On January 17, 1995, the Limited Maturity Bond Series was introduced to fill a
gap that existed in our family of fixed income funds. With maturities generally
under ten years, it is an intermediate term fund with less volatility than
longer term funds, but with greater return potential under normal circumstances
than money market funds. Indeed, we noted at year end that the Limited Maturity
Bond Series' net asset value range from low to high was only half that of the
Corporate Bond Series. However, its total return of 13% was over 70% of the
longer fund's and well over twice that of the Security Cash Fund.*
This portfolio was managed in a "laddered" style; that is, the assets were
divided so that approximately 10% will mature in each of the next ten years.
This allows the portfolio manager to reinvest each year at then current interest
rates, which reduces volatility by spreading the maturity risk.
The assets of the Limited Maturity Bond Series were spread among U.S. Treasury
and government agency securities as well as investment grade and high yield
corporate bonds. The corporate
3
<PAGE>
MANAGERS' COMMENTARY
------------------------------------------------------------------------
SECURITY February 15, 1996
FUNDS
portion included issues in the financial, industrial, and utility sectors as
well as U. S. dollar-denominated Canadian bonds. The Treasury and agency
holdings made up nearly 32% of the portfolio, investment grade corporates 63%,
and high yield corporates the remaining 5%.
PERFORMANCE OF THE SECURITY TAX-EXEMPT FUND
Yields on municipal securities generally followed the thirty-year Treasury bond
yield's dramatic descent throughout the year. Tax-exempt issues underperformed
taxables to some extent, however, as politicians kept tax reform proposals
active in the news media. Despite lagging the taxable sector a bit, the Security
Tax-Exempt Fund returned 15.5% to its shareholders, the second-best total return
in its history.* All of the income distributions during the year are exempt from
Federal taxes; the portfolio contained no issues in 1995 that were subject to
the alternative minimum tax.
- --------------------------------------------------------------------------------
LIMITED MATURITY BOND SERIES
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1995
CLASS A SHARES
Since Inception 1-17-95 7.63%*
CLASS B SHARES
Since Inception 1-17-95 7.18%*
*The percentage amounts are from inception and are not annualized.
The performance data above represents past performance which is not
predictive of future results. For Class A shares these figures reflect
deduction of the maximum sales charge of 4.75%. For Class B shares the total
return includes deduction of the maximum contingent deferred sales charge.
- --------------------------------------------------------------------------------
[LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]
LIMITED MATURITY BOND SERIES
12-31-95
LEHMAN BROTHERS
INTERMEDIATE TERM
LIMITED MATURITY BOND SERIES CORPORATE BOND INDEX
---------------------------- --------------------
January 1995 $9,552 $10,192
February 1995 $9,749 $10,464
March 1995 $9,798 $10,533
April 1995 $9,933 $10,695
May 1995 $10,301 $11,104
June 1995 $10,359 $11,194
July 1995 $10,309 $11,180
August 1995 $10,404 $11,319
September 1995 $10,488 $11,424
October 1995 $10,524 $11,559
November 1995 $10,659 $11,752
December 1995 $10,762 $11,901
$10,000 OVER THE LIFE OF THE SERIES
This chart assumes a $10,000 investment in Class A shares of Limited Maturity
Bond Series on January 17, 1995 (date of inception), and reflects deduction of
the 4.75% sales load. On December 31, 1995, the value of your investment in the
Series' Class A shares (with dividends reinvested) would have grown to $10,762.
By comparison, the same $10,000 investment would have grown to $11,901 based on
the performance of the Lehman Intermediate Term Corporate Bond Index.
The performance illustrated above is based on the performance of Class A shares.
The performance of Class B shares will be greater or less than the performance
shown for Class A shares as a result of the different loads and fees associated
with an investment in Class B shares.
The performance data illustrated above reflects past performance which is not
predictive of future results.
The Lehman Brothers Intermediate Term Corporate Bond Index includes all
corporate debt securities rated A or higher. Investments cannot be made directly
in an index.
[LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]
TAX-EXEMPT FUND
12-31-95
LEHMAN BROTHERS
TAX-EXEMPT FUND MUNICIPAL BOND INDEX
--------------- --------------------
March 1986 $10,141 $10,540
June 1986 $10,286 $10,758
September 1986 $10,591 $10,995
December 1986 $10,972 $11,350
March 1987 $11,269 $11,583
June 1987 $10,736 $11,454
September 1987 $10,608 $11,280
December 1987 $10,827 $11,795
March 1988 $11,147 $12,279
June 1988 $11,413 $12,404
September 1988 $11,637 $12,671
December 1988 $11,937 $12,736
March 1989 $11,729 $12,885
June 1989 $12,172 $13,730
September 1989 $12,165 $13,946
December 1989 $12,463 $14,385
March 1990 $12,478 $14,357
June 1990 $12,756 $14,857
September 1990 $12,781 $15,009
December 1990 $13,235 $15,482
March 1991 $13,513 $16,061
June 1991 $13,753 $16,407
September 1991 $14,273 $17,236
December 1991 $14,788 $18,054
March 1992 $14,793 $18,001
June 1992 $15,299 $18,770
September 1992 $15,625 $19,619
December 1992 $15,866 $19,532
March 1993 $16,340 $20,474
June 1993 $16,964 $21,070
September 1993 $17,572 $21,659
December 1993 $17,822 $21,706
March 1994 $16,537 $21,113
June 1994 $16,659 $20,948
September 1994 $16,641 $21,165
December 1994 $16,437 $21,131
March 1995 $17,449 $22,258
June 1995 $17,623 $23,654
September 1995 $18,015 $24,141
December 1995 $18,877 $25,159
$10,000 OVER TEN YEARS
This chart assumes a $10,000 investment in Class A shares of Tax-Exempt Fund on
December 31, 1985, and reflects deduction of the 4.75% sales load. On December
31, 1995, the value of your investment in the Fund's Class A shares (with
dividends reinvested) would have grown to $18,877. By comparison, the same
$10,000 investment would have grown to $25,693 based on the performance of the
Lehman Brothers Municipal Bond Index.
The performance illustrated above is based on the performance of Class A shares.
The performance of Class B shares will be greater or less than the performance
shown for Class A shares as a result of the different loads and fees associated
with an investment in Class B shares.
The performance data illustrated above reflects past performance which is not
predictive of future results.
The Lehman Brothers Municipal Bond Index is a total return performance benchmark
for the long-term, investment-grade tax-exempt bond market. Returns and
attributes are calculated semi-monthly using approximately 15,000 municipal
bonds. Investments cannot be made directly in an index.
4
<PAGE>
MANAGERS' COMMENTARY
------------------------------------------------------------------------
SECURITY February 15, 1996
FUNDS
- --------------------------------------------------------------------------------
TAX-EXEMPT FUND
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1995
CLASS A SHARES CLASS B SHARES
1 Year 10.01% 1 Year 9.29%
5 Years 6.31% Since Inception -0.64%
10 Years 6.56% (10-19-93)
The performance data above represents past performance which is not
predictive of future results. For Class A shares these figures reflect
deduction of the maximum sales charge of 4.75%. For Class B shares the total
return includes deduction of the maximum contingent deferred sales charge.
- --------------------------------------------------------------------------------
Among the strongest sectors in the tax-exempt market during the year were
electric revenue and water and sewer revenue issues. Our portfolio had
approximately 40% of its assets invested in these combined sectors throughout
the year. Utility-related tax- exempt bonds appeal to investors because they
"pay their own way" -- that is, the revenue streams from utility bill payments
provide the funds to repay the bondholders. Another sector that is similarly
defeased and that also performed well in 1995 is transportation, consisting
primarily of turnpike and toll road revenue bonds.
The duration of the Security Tax-Exempt Fund stayed quite close to that of its
benchmark index throughout the year, ending December at 7.79 years. Maturities
of individual issues in the portfolio ranged generally from ten to thirty years.
As with our taxable funds, the longer maturities in the fund tend to appreciate
more rapidly in climates of falling interest rates. The average quality of the
bonds ranged from A+ to AA most of the year.
We will continue to closely monitor tax reform proposals in the months ahead.
Many municipal bond analysts feel that we will probably have tax reform of some
sort, but that the likelihood of a pure flat tax is low. In the meantime,
uncertainty is keeping prices on tax-exempt bonds weaker than those on taxables,
and this creates attractive buying opportunities for municipal bond investors.
PERFORMANCE OF SECURITY CASH FUND
Money market funds in 1995 provided interest rates that were competitive with
those of many longer-maturity bonds. Security Cash Fund returned 5.0% for the
year on a high quality portfolio that invested only in top-tier commercial paper
and government agency securities.***
The main tool of the Federal Reserve Open Market Committee in its fight against
inflation is short-term interest rates. Through-out the year they kept the
target rate on Federal Funds, the excess funds banks loan each other overnight,
between 5.50% and 5.75%. This kept interest rates on short-term investments used
in money market funds at very attractive levels, considering that inflation
remained around 3% throughout the year.
Security Cash Fund, like other money market funds, must invest its assets in
accordance with strict regulatory requirements. These regulations require that
we invest at least 95% of the Fund's assets in commercial paper that is rated in
the highest bracket by standard rating agencies. These include names such as
Coca Cola, General Electric, Wal-Mart, Winn Dixie Stores, Inc., and other major
corporations. Additionally we purchase short-term paper issued by agencies of
the Federal government, considered to be of the highest credit quality. As with
other money market funds, safety of principal is our utmost concern.
LOOKING AHEAD TO 1996
The fixed income team at Security Management Company is optimistic about bonds
in the months ahead. Although we don't expect a repeat of the outstanding
returns achieved in 1995, we believe there is still room for interest rates to
decline further. At this writing, the debate over a balanced Federal budget is
unresolved, and short term interest rates remain at historically high levels.
Once uncertainty over these two issues is removed, we believe bonds could stage
another rally taking long-term interest rates again below 6%. In our view it is
possible that rates could even go another 50 basis points lower to 5-1/2%.
Combining this upward price movement with a steady coupon interest stream, we
believe total returns for 1996 will once again reward patient long-term
investors.
Jane Tedder
Senior Portfolio Manager
Steve Bowser
Portfolio Manager
U.S. Government Series
*Performance figures are based on Class A shares and do not reflect deduction of
the sales charge.
**Although the securities purchased by the U.S. Government Series are guaranteed
as to the timely payment of principal and interest by the U. S. Government, its
agencies or instrumentalities, the shares of the Series itself are not so
guaranteed.
***The Security Cash Fund is neither insured nor guaranteed by the U.S
Government and there is no assurance that the fund will be able to maintain a
stable net asset value of $1.00 per share.
5
<PAGE>
MANAGERS' COMMENTARY
------------------------------------------------------------------------
SECURITY February 15, 1996
FUNDS
SECURITY INCOME FUND
GLOBAL AGGRESSIVE BOND SERIES
[MFR ADVISORS, INC. AND LEXINGTON MANAGEMENT CORPORATION]
SUBADVISORS - MFR ADVISORS, INC., AND LEXINGTON MANAGEMENT CORPORATION
PORTFOLIO MANAGERS, MARIA FIORINI RAMIREZ AND DENIS JAMISON
[LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]
GLOBAL AGGRESSIVE BOND SERIES
12-31-95
GLOBAL AGGRESSIVE LEHMAN BROTHERS
BOND SERIES GLOBAL BOND INDEX
----------- -----------------
$10,000 $10,000
June 1995 $9,486 $10,069
July 1995 $9,619 $10,140
August 1995 $9,610 $9,907
September 1995 $9,851 $10,131
October 1995 $9,920 $10,245
November 1995 $9,969 $10,355
December 1995 $10,185 $10,508
$10,000 OVER THE LIFE OF THE SERIES
The Lehman Brothers Global Bond Index includes local currency-denominated
sovereign debt of 19 countries plus European Currency Units-denominated debt.
Investment cannot directly by made in an index.
This chart assumes a $10,000 investment in Class A shares of Global Aggressive
Bond Series on June 1, 1995 (date of inception), and reflects deduction of the
4.75% sales load. On December 31, 1995, the value of your investment in the
Series' Class A shares (with dividends reinvested) would have grown to $10,220.
By comparison, the same $10,000 investment would have grown to $10,508 based on
the performance of the Lehman Brothers Global Bond Index.
The performance illustrated above is based on the performance of Class A shares.
The performance of Class B shares will be greater or less than the performance
shown for Class A shares as a result of the different loads and fees associated
with an investment in Class B shares.
The performance data illustrated above reflects past performance which is not
predictive of future results.
- --------------------------------------------------------------------------------
GLOBAL AGGRESSIVE BOND SERIES
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1995
CLASS A SHARES
Since Inception (6-1-95) 2.20%*
CLASS B SHARES
Since Inception (6-1-95) 1.87%*
*The percentage amounts are from inception and are not annualized.
The performance data above represents past performance which is not
predictive of future results. For Class A shares these figures reflect
deduction of the maximum sales charge of 4.75%. For Class B shares the total
return includes deduction of the maximum contingent deferred sales charge.
- --------------------------------------------------------------------------------
Dear Shareholder:
The Global Aggressive Bond Series enjoyed an excellent first seven months. The
Series boasts a 7.3% total return for its seven months of operation in 1995.*
The Series is off to a fast start in the new year and we are optimistic about
the prospects for all of 1996.
Investors in the Series haven't seen a decline in its income despite a drop in
U. S. interest rates. Yields overseas, particularly in certain transitional
economies, are much higher than those at home. The Series ended 1995 with a
standardized yield well in excess of 9%. We believe this level will be
maintained in the quarters ahead.
THE GLOBAL VIEW
Global bond investing often requires taking some less traveled roads. Over the
years, money managers have sold global and international bond funds as a way of
diversifying investment portfolios and reducing overall risk. They reasoned that
bond price movements in one country--the United States, for example--would move
independently of those in another country, such as Germany. Unfortunately, the
ongoing globalization of the world's economies, the ease with which capital
moves, and the flow of readily accessible financial information help to ensure
greater correlation of returns among the world's developed bond markets.
Therefore, we think investors need to expand their investment parameters and
seek out markets that offer the possibility of noncorrelated returns.
Fortunately, many of these markets offer high current income and profit
potential as well. Of course, many of these markets also present additional
risks.
PORTFOLIO POSITIONING IN 1995
The Global Aggressive Bond Series currently stresses bonds in certain
transitional markets, particularly in Eastern Europe and South Africa. We think
the U.S. bond market, and by extension most of the world's developed markets,
are fully priced. Meanwhile the economies of Eastern Europe and South Africa
need to attract capital and are offering yields and investor incentives to
assure that the capital keeps flowing.
6
<PAGE>
MANAGERS' COMMENTARY
------------------------------------------------------------------------
SECURITY February 15, 1996
FUNDS
We closed 1995 with major positions in Portugal, Poland, and South Africa.
Together they totaled 26% of the Series' assets. All three economies have strong
growth potential, relatively stable currencies, and governments committed to
fiscal restraint as well as pro-investor economic policies. Moreover, their bond
markets currently provide huge income advantages over those of the traditional
developed markets.
EMPHASIS ON DIVERSIFICATION
Aside from our concentration on transitional economies, the Series seeks to
strike a balance between developed market and LDC (less developed country) debt.
This diversification tends to mitigate volatility. Although the past volatility
of the Series is not necessarily indicative of future volatility, over the last
seven months the price volatility of the Series has been comparable to that of
ten-year U. S. Treasury notes.
We thank our investors for their continued loyalty and support.
Maria Fiorini Ramirez
Portfolio Manager
Denis P. Jamison
Portfolio Manager
*This performance figure is based on Class A shares, does not reflect deduction
of the sales charge and is not annualized.
Investing in foreign countries may involve risks, such as currency fluctuations
and political instability, not associated with investing exclusively in the U.S.
7
<PAGE>
STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
December 31, 1995
SECURITY INCOME FUND
CORPORATE BOND SERIES
PRINCIPAL MARKET
AMOUNT CORPORATE BONDS VALUE
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE - 5.4%
$4,900,000 Lockheed Corporation,
7.875% - 2023...................... $ 5,396,125
AIR TRANSPORTATION - 5.0%
4,500,000 Southwest Airlines Company, 7.875%
- 2007............................ 4,995,000
BANKS - 13.0%
4,000,000 BankAmerica Corporation, 7.20% - 2006 4,255,000
3,500,000 Norwest Financial, Inc., 6.75% - 2005 3,640,000
4,800,000 Wachovia Corporation, 6.80% - 2005 5,004,000
-----------
12,899,000
BROKERS, DEALERS & SERVICES - 4.5%
4,000,000 Lehman Brothers Holdings, Inc.,
8.50% - 2007....................... 4,500,000
COMPUTER EQUIPMENT - 5.0%
4,500,000 IBM Corporation, 7.50% - 2013....... 4,921,875
DRUG STORES - 5.3%
4,800,000 Rite Aid Corporation,
7.625% - 2005...................... 5,226,000
FINANCE - 9.0%
4,700,000 Ford Motor Credit Company,
6.85% - 2000....................... 4,858,625
4,000,000 General Motors Acceptance Corporation,
6.625% - 2005...................... 4,095,000
-----------
8,953,625
FOOD & BEVERAGES - 9.7%
4,500,000 Ralston Purina Company, 7.875% - 2025 4,921,875
4,500,000 Seagram Company, Ltd., 7.00% - 2008 4,719,375
-----------
9,641,250
INFORMATION PROCESSING - 4.2%
4,000,000 First Data Corporation, 6.75% - 2005 4,175,000
PAPER & LUMBER PRODUCTS - 10.2%
4,500,000 Georgia Pacific Company,
9.125% - 2022...................... 5,045,625
4,600,000 International Paper Products,
7.625% - 2007...................... 5,123,250
-----------
10,168,875
PRINCIPAL MARKET
AMOUNT CORPORATE BONDS (CONTINUED) VALUE
- --------------------------------------------------------------------------------
TELECOMMUNICATIONS EQUIPMENT - 3.4%
3,000,000 Comsat Corporation, 8.125% - 2004... 3,360,000
UTILITIES - ELECTRIC & GAS - 4.8%
$4,750,000 Pacific Gas & Electric Company,
6.25% - 2003....................... $ 4,767,813
-----------
Total corporate bonds -
Corporate Bond Series
(cost $74,268,608) - 79.5%......... 79,004,563
GOVERNMENT & GOVERNMENT
AGENCY SECURITIES
------------------------
CANADIAN GOVERNMENT AGENCIES- 5.1%
4,750,000 Province of Ontario, 7.00% - 2005... 5,058,750
U.S. GOVERNMENT AGENCIES - 6.7%
1,500,000 Federal Home Loan Mortgage
Corporation, 7.974% - 2005 1,560,240
5,000,000 Federal National Mortgage Association,
6.85% - 2005....................... 5,105,400
-----------
6,665,640
U.S. TREASURY NOTES - 6.7%
6,500,000 6.25% - 2023........................ 6,686,484
-----------
Total government & government
agency securities - Corporate Bond
Series (cost $17,826,571) - 18.5%.. 18,410,874
-----------
Total investments - Corporate Bond
Series (cost $92,095,179) - 98.0%.. 97,415,437
Cash and other assets, less
liabilities - 2.0%................. 2,028,902
-----------
Total net assets - Corporate Bond
Series - 100.0%.................... $99,444,339
===========
SECURITY INCOME FUND
U.S. GOVERNMENT SERIES
U.S. GOVERNMENT & GOVERNMENT
AGENCY SECURITIES
---------------------------
FEDERAL NATIONAL MORTGAGE
ASSOCIATION- 47.3%
$ 500,000 8.20% - 2016....................... $ 606,335
1,000,000 8.10% - 2019....................... 1,211,240
1,000,000 9.05% - 2021....................... 1,077,110
1,250,000 7.93% - 2025....................... 1,514,700
500,000 8.28% - 2025....................... 629,735
-----------
5,039,120
See accompanying notes.
- --------------------------------------------------------------------------------
8
<PAGE>
STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
December 31, 1995
SECURITY INCOME FUND
U.S. GOVERNMENT SERIES (CONTINUED)
PRINCIPAL U.S. GOVERNMENT & GOVERNMENT MARKET
AMOUNT AGENCY SECURITIES (CONTINUED) VALUE
- --------------------------------------------------------------------------------
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION - 27.6%
$ 680,665 9.50% - 2009....................... $ 726,787
5,103 11.00% - 2015...................... 5,681
908,946 8.50% - 2024....................... 947,225
700,217 7.75% - 2025....................... 724,940
525,170 7.50% - 2034....................... 540,261
-----------
2,944,894
U.S. TREASURY BONDS - 22.9%
600,000 8.75% - 2008....................... 714,312
1,000,000 7.25% - 2016....................... 1,141,270
500,000 7.50% - 2016....................... 586,240
-----------
2,441,822
-----------
Total investments -U.S. Government
Series (cost $9,528,784) - 97.8% .. 10,425,836
Cash and other assets, less
liabilities - 2.2%................. 236,409
-----------
Total net assets - U.S. Government
Series - 100.0%.................... $10,662,245
===========
SECURITY INCOME FUND
LIMTED MATURITY BOND SERIES
CORPORATE BONDS
----------------
AEROSPACE & DEFENSE - 2.6%
$100,000 Allied Signal, 6.75% - 2000......... $103,750
ALUMINUM - 3.9%
148,000 Alcan Aluminum, Ltd., 9.20% - 2001.. 157,990
BANKS - 6.7%
110,000 First Union Corporation,
8.125% - 2002...................... 121,688
150,000 Nationsbank Corporation, 6.50%- 2003 151,688
-----------
273,376
ELECTRIC COMPANIES - 7.7%
150,000 Consolidated Edison Company,
6.625% - 2002...................... 154,313
150,000 Texas Utilities Electric Company,
7.375% - 2001...................... 159,000
-----------
313,313
ELECTRIC & GAS COMPANIES - 4.0%
150,000 Public Service Electric & Gas
Company, 8.75% - 1999.............. 163,688
SECURITY INCOME FUND
LIMITED MATURITY BOND SERIES (CONTINUED)
PRINCIPAL MARKET
AMOUNT CORPORATE BONDS (CONTINUED) VALUE
- --------------------------------------------------------------------------------
FINANCE - 12.1%
$150,000 Ford Motor Credit Company,
8.375% - 2000...................... $162,563
150,000 Household Finance Corporation,
8.00% - 2004....................... 167,438
150,000 International Lease Finance Corporation,
8.25% - 2000....................... 162,000
-----------
492,001
GROCERY STORES - 3.5%
150,000 Penn Traffic Company,
10.65% - 2004...................... 143,625
OIL & GAS EXPLORATION COMPANIES - 4.2%
150,000 Vastar Resources, Inc.,
8.75% - 2005....................... 171,000
PETROLEUM REFINING & PRODUCTS - 4.2%
150,000 BP America, Inc. 8.75% - 2003....... 172,500
RETAIL TRADE - 4.0%
150,000 Wal-Mart Stores, Inc., 7.50% - 2004. 163,875
SANITARY SERVICES - 4.0%
150,000 WMX Technologies, Inc.,
8.25% - 1999....................... 162,375
TOBACCO PRODUCTS - 3.9%
150,000 Philip Morris Companies, Inc.,
7.625% - 2002...................... 160,313
-----------
Total corporate bonds -Limited Maturity
Bond Series (cost $2,293,147) - 60.8% 2,477,806
GOVERNMENT & GOVERNMENT
AGENCY SECURITIES
-----------------------
CANADIAN GOVERNMENT AGENCIES - 4.3%
150,000 Province of Quebec, 8.625% - 2005... 173,063
U.S. GOVERNMENT AGENCIES - 16.7%
Federal Home Loan Bank,
150,000 7.69% - 1996....................... 153,220
100,000 7.17% - 2000....................... 105,833
100,000 Federal Home Loan Mortgage
Corporation, 7.69% - 1996.......... 102,119
Federal National Mortgage Association,
150,000 7.05% - 1998....................... 156,347
150,000 8.50% - 2005....................... 163,477
-----------
680,996
See accompanying notes.
- --------------------------------------------------------------------------------
9
<PAGE>
STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
December 31, 1995
SECURITY INCOME FUND
LIMITED MATURITY BOND SERIES (CONTINUED)
PRINCIPAL GOVERNMENT & GOVERNMENT MARKET
AMOUNT AGENCY SECURITIES (CONTINUED) VALUE
- --------------------------------------------------------------------------------
U.S. TREASURY NOTES - 11.4%
$ 150,000 7.375% - 1997...................... $ 155,619
150,000 7.50% - 1997....................... 153,570
150,000 7.25% - 1998....................... 156,022
-----------
465,211
-----------
Total government & government
agency securities -Limited Maturity
Bond Series (cost $1,254,119)- 32.4% 1,319,270
-----------
Total investments - Limited Maturity
Bond Series (cost $3,547,266) - 93.2% 3,797,076
Cash and other assets,
less liabilities - 6.8%............ 276,728
-----------
Total net assets - Limited Maturity
Bond Series - 100.0%............... $4,073,804
===========
SECURITY INCOME FUND
GLOBAL AGGRESSIVE BOND SERIES
GOVERNMENT OBLIGATIONS
----------------------
ARGENTINA - 4.5%
$ 350,000 Republic of Argentina,
5.00% - 2023..................... 200,156
AUSTRALIA - 4.0%
210,000 Treasury Corporation of Victoria,
10.25% - 2006(2)................. 174,879
BRAZIL - 4.9%
350,000 Republic of Brazil,
7.25% - 2024..................... 215,250
CANADA - 3.6%
200,000 Stelco, Inc.,
10.40% - 2009(2)................. 157,682
ECUADOR - 4.1%
500,000 Republic of Ecuador,
3.00% - 2025..................... 181,875
GERMANY - 4.9%
300,000 Bundesrepublic Deutschland,
6.50% - 2005(2).................. 215,687
ITALY - 4.7%
340,000,000 Buoni Poliennali Del Tes,
8.50% - 2009(2).................. 206,249
SECURITY INCOME FUND
GLOBAL AGGRESSIVE BOND SERIES (CONTINUED)
PRINCIPAL MARKET
AMOUNT GOVERNMENT OBLIGATIONS (CONTINUED) VALUE
- --------------------------------------------------------------------------------
PHILIPPINES - 4.2%
$ 250,000 Central Bank of Philippines,
5.75% - 2017..................... $186,250
PORTUGAL - 9.3%
22,500,000 Obrig Do Tes Medio Prazo,
8.875% - 1997(2)................. 150,170
35,000,000 Obrig Do Tes Medio Prazo,
11.875% - 2005(2)................ 261,753
-----------
411,923
SOUTH AFRICA - 8.1%
500,000 Electricity Supply Commission,
11.00% - 2008(2)................. 111,798
1,000,000 Republic of South Africa,
12.00% - 2005(2)................. 243,682
-----------
355,480
SPAIN - 3.5%
20,000,000 Bonos Y Oblig Del Estado,
7.40% - 1999(2).................. 155,419
-----------
Total government obligations -
Global Aggressive Bond Series
(cost $2,392,436) - 55.8%........ 2,460,850
CORPORATE BONDS
---------------
BRAZIL - 3.2%
$ 150,000 Centrais Electricas Bras
8.875% - 2002.................... 140,250
CZECH REPUBLIC - 2.1%
2,500,000 CEZ, a.s., 11.30% - 2005(2)........ 93,770
DENMARK - 6.1%
898,000 Nykredit,
8.00% - 2026(2).................. 156,606
750,000 Realkredit Danmark,
6.00% - 2026(2).................. 112,264
-----------
268,870
MEXICO - 3.3%
150,000 Cemex S.A.,
8.875% - 1998.................... 144,375
UNITED STATES - 3.5%
150,000 Chiquita Brands International, Inc.,
11.50% - 2001.................... 156,750
-----------
Total corporate bonds -
Global Aggressive Bond Series
(cost $787,781) - 18.2%.......... 804,015
See accompanying notes.
- --------------------------------------------------------------------------------
10
<PAGE>
STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
December 31, 1995
SECURITY INCOME FUND
GLOBAL AGGRESSIVE BOND SERIES (CONTINUED)
PRINCIPAL MARKET
AMOUNT SHORT TERM INVESTMENTS VALUE
- --------------------------------------------------------------------------------
GREECE - 4.2%
50,000,000 Hellenic Treasury Bills,
0% - 12-18-96(2)................ $ 185,713
HUNGARY - 3.9%
30,000,000 Government of Hungary Treasury Bill,
0% - 12-20-96(2)................ 169,552
MEXICO - 2.0%
700,000 Cetes, 0% - 1-25-96(2)........... 89,260
POLAND - 8.2%
500,000 Government of Poland Treasury Bill,
0% - 2-28-96(2)................. 195,867
500,000 Government of Poland Treasury Bill,
0% - 11-15-96(2)................ 167,450
-----------
363,317
UNITED STATES - 2.3%
$ 100,000 U.S. Treasury Bill,
4.90% - 3-07-96................. 99,102
-----------
Total short-term investments -
Global Aggressive Bond Series
(cost $922,131) - 20.6%......... 906,944
-----------
Total investments -
Global Aggressive Bond Series
(cost $4,102,348) - 94.6% ...... 4,171,809
Cash and other assets, less
liabilities - 5.4%.............. 236,450
-----------
Total net assets -
Global Aggressive Bond Series
- 100.0%........................ $4,408,259
===========
SECURITY TAX-EXEMPT FUND
MUNICIPAL BONDS
---------------
EDUCATION REVENUE - 12.6%
1,000,000 Florida State Board of Education
Capital Outlay Refunding,
Series A, 5.50% - 2014............. $1,010,000
1,200,000 Fulton County Georgia School District,
5.625% - 2021...................... 1,216,500
1,000,000 North Brunswick Township, N.J.
Board of Education,
6.30% - 2013....................... 1,085,000
-----------
3,311,500
SECURITY TAX-EXEMPT FUND (CONTINUED)
PRINCIPAL MARKET
AMOUNT MUNICIPAL BONDS (CONTINUED) VALUE
- --------------------------------------------------------------------------------
ELECTRIC UTILITY REVENUE - 17.3%
$1,200,000 Massachusetts Municipal Wholesale
Electric Company Power Supply
System, Series B, 6.625% - 2004.... $ 1,347,000
1,000,000 Nebraska Public Power District Revenue,
Series A, 6.25% - 2022............. 1,045,000
1,000,000 Salt River Project, Arizona Agriculture
Improvement & Power District
Electric System, 6.625% - 2012..... 1,082,500
1,000,000 Washington Public Power Supply
System, Nuclear Project #2,
6.30% - 2012....................... 1,071,250
-----------
4,545,750
GENERAL OBLIGATION - 12.9%
1,000,000 Clark County, Nevada School District,
Series A, 5.50% - 2016............. 1,005,000
1,250,000 Commonwealth of Massachusetts
Series A, 6.50% - 2011............. 1,351,563
1,000,000 State of Washington,
5.80% - 2020....................... 1,016,250
-----------
3,372,813
HIGHWAY REVENUE - 10.7%
1,400,000 Harris County, TX, Series A,
Toll Road & Tax, 6.125% - 2020..... 1,489,250
1,300,000 Florida State Turnpike Authority,
Series A, 5.50% - 2021............. 1,306,500
-----------
2,795,750
SEWER REVENUE - 16.4%
1,000,000 DuPage County, IL Stormwater Project
Refunding, 5.60% - 2021............ 1,030,000
1,000,000 Houston, TX Water & Sewer Revenue
Series A, 6.20% - 2020............. 1,061,250
1,000,000 King County, WA Sewer
Revenue, Series A, 6.25% - 2034.... 1,042,500
1,100,000 Los Angeles, CA Wastewater System
Revenue, Series A, 6.00% - 2014.... 1,159,125
-----------
4,292,875
TRANSPORTATION - 18.3%
1,000,000 Illinois Regional Transportation,
6.25% - 2024....................... 1,057,500
1,300,000 Los Angeles County, CA Metropolitan
Transit, 5.625% - 2018............. 1,322,750
1,300,000 Metropolitan Transit Authority of
New York Service Contract
Refunding Series 5, 7.00% - 2012... 1,418,625
1,000,000 Michigan State Truck Line, Series A
5.70% - 2015....................... 1,012,500
-----------
4,811,375
See accompanying notes.
- --------------------------------------------------------------------------------
11
<PAGE>
STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
December 31, 1995
SECURITY TAX-EXEMPT FUND (CONTINUED)
PRINCIPAL MARKET
AMOUNT MUNICIPAL BONDS (CONTINUED) VALUE
- --------------------------------------------------------------------------------
VARIOUS PURPOSE REVENUE - 4.1%
$1,000,000 New York State Local Government
Assistance Corporation, Series A,
6.50% - 2020....................... $ 1,065,000
WATER SUPPLY REVENUE - 5.0%
1,250,000 New York City Municipal Water
Finance Authority, 6.00% - 2025.... 1,309,375
-----------
Total investments - Tax-Exempt Fund
(cost $24,381,254) - 97.3%......... 25,504,438
Cash and other assets - less
liabilities - 2.7%................. 711,480
-----------
Total net assets - Tax-Exempt Fund -
100.0%............................. $26,215,918
===========
SECURITY CASH FUND
PRINCIPAL MARKET
AMOUNT COMMERCIAL PAPER RATING VALUE
- --------------------------------------------------------------------------------
AIR TRANSPORTATION - 2.6%
$1,000,000 Harper Group, Inc., (The), A1
5.595%, 3-14-96............. $ 988,344
BUSINESS SERVICES - 9.9%
2,000,000 AI Credit Corporation, A1+
5.63%, 2-02-96.............. 1,989,366
1,800,000 Penney (J.C.)Funding Corporation, A1
5.65%, 2-15-96.............. 1,786,722
-----------
3,776,088
CONSTRUCTION - 5.2%
2,000,000 Stanley Works, 5.54%, 3-11-96 A1 1,977,840
DRUGS & TOILETRIES - 7.6%
2,000,000 Allergan, Inc., A1
5.68%, 2-06-96.............. 994,004
5.67%, 2-13-96.............. 992,912
900,000 Schering Corporation, A1+
5.66%, 2-08-96.............. 894,340
-----------
2,881,256
ELECTRIC COMPANIES & SYSTEMS - 10.4%
1,000,000 Allegheny Generating Company, A1
5.55%, 1-31-96.............. 995,067
1,500,000 Allegheny Power System, Inc., A1
5.59%, 2-28-96.............. 1,486,025
1,500,000 Georgia Power Company, A1
5.61%, 3-06-96.............. 1,484,339
-----------
3,965,431
ELECTRONICS - 7.0%
1,700,000 Avnet, Inc., A1
5.67%, 2-12-96.............. 695,149
5.67%, 2-16-96.............. 992,440
1,000,000 TDK U.S.A. Corporation, A1+
5.53%, 4-22-96.............. 982,488
-----------
2,670,077
FOOD PROCESSING - 2.6%
1,000,000 Philip Morris Companies, Inc., A1
5.55%, 1-26-96.............. 995,838
GAS & ELECTRIC COMPANIES - 7.8%
1,000,000 Central Illinois Light Company, A1+
5.70%, 2-06-96.............. 993,983
2,000,000 Madison Gas & Electric Company, A1+
5.67%, 2-15-96.............. 1,985,195
-----------
2,979,178
See accompanying notes.
- --------------------------------------------------------------------------------
12
<PAGE>
STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
December 31, 1995
SECURITY CASH FUND (CONTINUED)
PRINCIPAL MARKET
AMOUNT COMMERCIAL PAPER (CONTINUED) RATING VALUE
- --------------------------------------------------------------------------------
GAS COMPANIES & SYSTEMS - 6.2%
$2,400,000 Michigan Consolidated Gas
Company, A1
5.61%, 2-26-96.............. $ 2,378,308
GROCERY STORES - 1.3%
500,000 Winn Dixie Stores, Inc., A1
5.63%, 2-08-96.............. 496,872
PETROLEUM COMPANIES - 2.3%
900,000 Atlantic Richfield Company, A1
5.63%, 2-02-96.............. 895,214
PRINTING - 5.2%
2,000,000 McGraw Hill, Inc., A1
5.53%, 3-11-96.............. 1,977,880
TELEPHONE & TELEGRAPH - 14.3%
1,500,000 Bell Atlantic Network Funding, A1+
5.51%, 2-23-96.............. 1,487,373
2,000,000 Bellsouth Telecommunications, A1+
5.66%, 2-13-96.............. 1,985,850
2,000,000 GTE Northwest, Inc., A1
5.62%, 3-11-96.............. 1,977,520
-----------
5,450,743
-----------
Total commercial paper -
(cost $31,433,069) - 82.4%.. 31,433,069
U.S. GOVERNMENT & GOVERNMENT
AGENCY SECURITIES
----------------------------
FEDERAL FARM CREDIT BANKS - 15.7%
2,000,000 5.70%, 01-02-96............. N/A 2,000,000
2,000,000 5.73%, 03-01-96............. N/A 2,000,000
1,000,000 5.70%, 04-01-96............. N/A 1,000,000
1,000,000 5.52%, 06-03-96............. N/A 1,000,000
-----------
6,000,000
PRINCIPAL U.S. GOVERNMENT & GOVERNMENT MARKET
AMOUNT AGENCY SECURITIES (CONTINUED)RATING VALUE
- --------------------------------------------------------------------------------
SBA POOLS - 5.0%
$1,895,540 SBA Pool GCS # 501 927, NA
7.00%, 7-25-17(1)........... $ 1,913,428
-----------
Total U.S. government and
government agency securities
- (cost $7,913,428) - 20.7%. 7,913,428
-----------
Total investments - Cash Fund (cost
$39,346,497) - 103.1%....... 39,346,497
Liabilities, less cash and
other assets - (3.1%)....... (1,188,597)
-----------
Total net assets - Cash Fund-100.0% $38,157,900
===========
The identified cost of investments owned at December 31, 1995, was the same for
federal income tax and book purposes, except for Global Aggressive Bond Series
for which the identified cost of investments for federal income tax purposes was
$4,129,436.
Ratings were provided by Moody's Investor Services and Standard & Poor's
Corporation and are not covered by the report of independent auditors.
(1)Variable rate security which may be reset the first of each month.
(2)Principal amount on foreign bonds is reflected in local currency (e.g.
Japanese yen) while market value is reflected in U.S. dollars.
See accompanying notes.
- --------------------------------------------------------------------------------
13
<PAGE>
BALANCE SHEETS
- --------------------------------------------------------------------------------
December 31, 1995
<TABLE>
<CAPTION>
SECURITY INCOME FUND
--------------------------------------------------------
CORPORATE U.S. LIMITED GLOBAL SECURITY SECURITY
BOND GOVERNMENT MATURITY AGGRESSIVE TAX-EXEMPT CASH
SERIES SERIES BOND SERIES BOND SERIES FUND FUND
------ ------ ----------- ----------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at value (identified cost
$92,095,179, $9,528,784, $3,547,266,
$4,102,348, $24,381,254 and
$7,913,428, respectively)................ $ 97,415,437 $10,425,836 $3,797,076 $4,171,809 $25,504,438 $ 7,913,428
Commercial paper, at amortized cost
which approximates market value.......... -- -- -- -- -- 31,433,069
Cash........................................ 447,059 91,358 193,963 87,507 171,131 457,662
Receivables:
Fund shares sold......................... 9,366 160 70 153 25,000 612,336
Securities sold.......................... -- -- -- 1,261,781 -- 3,330
Interest................................. 1,735,684 155,273 85,443 97,065 541,460 149,617
Security Management Company.............. 1,802 553 -- 1,889 436 9,995
Prepaid expense............................. 2,657 3,943 1,365 -- 9,244 23,426
------------ ----------- ----------- ----------- ----------- -----------
Total assets....................... $ 99,612,005 $10,677,123 $4,077,917 $5,620,204 $26,251,709 $40,602,863
============ =========== =========== =========== =========== ===========
LIABILITIES AND NET ASSETS
Liabilities:
Payable for fund shares redeemed......... $ 65,567 $ -- $ -- $ -- $ 10,277 $ 2,377,988
Dividends payable to shareholders........ -- -- -- -- -- 13,346
Payable for securities purchased......... -- -- -- 1,202,178 -- --
Other liabilities:
Management fees........................ 38,830 4,210 1,585 1,197 10,375 16,655
12b-1 distribution plan fees........... 22,563 2,438 1,238 1,762 921 --
Custodian and transfer agent fees...... 10,457 1,431 163 3,471 1,456 14,457
Administration fees.................... 6,989 758 285 158 1,868 1,499
Professional fees...................... 14,062 3,521 842 899 8,815 7,140
Miscellaneous.......................... 9,198 2,520 -- 2,280 2,079 13,878
------------ ----------- ----------- ----------- ----------- -----------
Total liabilities.................. 167,666 14,878 4,113 1,211,945 35,791 2,444,963
Net Assets:
Paid in capital.......................... 105,114,263 10,923,844 3,846,162 4,349,563 26,623,160 38,157,900
Undistributed net investment income...... 19,734 2,672 887 (8,314) 3,785 --
Accumulated net realized loss on
sale of investments and foreign
currency transactions.................. (11,009,916) (1,161,323) (23,055) (2,410) (1,534,211) --
Net unrealized appreciation in value
of investments and translation of assets
and liabilities in foreign currency ... 5,320,258 897,052 249,810 69,420 1,123,184 --
------------ ----------- ----------- ----------- ----------- -----------
Net assets........................... 99,444,339 10,662,245 4,073,804 4,408,259 26,215,918 38,157,900
------------ ----------- ----------- ----------- ----------- -----------
Total liabilities and net assets... $ 99,612,005 $10,677,123 $4,077,917 $5,620,204 $26,251,709 $40,602,863
============ =========== =========== =========== =========== ===========
CLASS "A" SHARES
Capital shares outstanding.................. 12,675,161 2,026,423 311,533 292,448 2,516,529 38,157,900
Net assets.................................. $93,701,138 $10,079,971 $3,322,071 $2,968,493 $25,025,572 $38,157,900
Net asset value per share (net assets
divided by shares outstanding)........... $7.39 $4.97 $10.66 $10.15 $9.94 $1.00
Add:Selling commission (4.75% of
offering price) (excluding Cash Fund).... .37 0.25 0.53 .51 0.50 --
------------ ----------- ----------- ----------- ----------- -----------
Offering price per share (net asset
value divided by 95.25%)................. $7.76 $5.22 $11.19 $10.66 $10.44 $1.00
============ =========== =========== =========== =========== ===========
CLASS "B" SHARES
Capital shares outstanding.................. 773,229 117,077 70,477 141,576 119,598 --
Net assets.................................. $5,743,201 $582,274 $751,733 $1,439,766 $1,190,346 --
Net asset value per share (net assets
divided by shares outstanding)........... $7.43 $4.97 $10.67 $10.17 $9.95 --
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
14
<PAGE>
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
SECURITY INCOME FUND
--------------------------------------------------------
CORPORATE U.S. LIMITED GLOBAL SECURITY SECURITY
BOND GOVERNMENT MATURITY AGGRESSIVE TAX-EXEMPT CASH
SERIES SERIES BOND SERIES* BOND SERIES** FUND FUND
------ ------ ------------ ------------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest................................. $ 7,444,118 $ 677,084 $246,945 $294,095 $ 1,513,142 $3,020,108
EXPENSES:
Management fees.......................... 485,863 44,970 18,243 16,937 128,492 254,139
Transfer/maintenance fees................ 108,743 17,120 1,364 250 16,716 152,798
12b-1 distribution plan fees............. 276,169 25,637 13,401 11,253 10,152 --
Administration fees...................... 87,455 8,094 3,118 18,362 23,129 22,898
Custodian fees........................... 6,613 1,879 1,261 3,471 1,171 6,473
Directors' fees.......................... 8,900 755 245 78 10,015 9,892
Professional fees........................ 19,517 2,680 2,367 2,058 12,779 10,568
Registration............................. 25,688 13,926 2,839 21,627 26,669 39,455
Other expenses........................... 27,575 5,119 2,077 939 8,456 24,386
------------ ----------- ----------- ----------- ----------- -----------
1,046,523 120,180 44,915 74,975 237,579 520,609
Less: Fees paid indirectly............... (2,720) (1,292) (1,261) -- (1,171) --
Reimbursement of expenses............... (15,121) (16,803) (8,640) (24,205) (4,504) (12,968)
------------ ----------- ----------- ----------- ----------- -----------
Total expenses......................... 1,028,682 102,085 35,014 50,770 231,904 503,338
------------ ----------- ----------- ----------- ----------- -----------
Net investment income.............. 6,415,436 574,999 211,931 243,325 1,281,238 2,516,770
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) during the period on:
Investments............................ 2,922,105 22,802 (23,055) 8,070 301,901 --
Foreign currency transactions.......... -- -- -- (44,420) -- --
------------ ----------- ----------- ----------- ----------- -----------
Net realized gain (loss)............. 2,922,105 22,802 (23,055) (36,350) 301,901 --
Net change in unrealized appreciation
(depreciation) during period on:
Investments............................ 6,960,323 1,209,772 249,810 69,461 2,117,941 --
Translation of assets and liabilities
in foreign currencies................ -- -- -- (41) -- --
------------ ----------- ----------- ----------- ----------- -----------
Net unrealized appreciation.......... 6,960,323 1,209,772 249,810 69,420 2,117,941 --
------------ ----------- ----------- ----------- ----------- -----------
Net gain........................... 9,882,428 1,232,574 226,755 33,070 2,419,842 --
------------ ----------- ----------- ----------- ----------- -----------
Net increase in net
assets resulting from operations $16,297,864 $1,807,573 $438,686 $276,395 $3,701,080 $2,516,770
</TABLE>
* Period January 17, 1995 (inception) through December 31, 1995.
** Period June 1, 1995 (inception) through December 31, 1995.
See accompanying notes.
- --------------------------------------------------------------------------------
15
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
SECURITY INCOME FUND
--------------------------------------------------------
CORPORATE U.S. LIMITED GLOBAL SECURITY SECURITY
BOND GOVERNMENT MATURITY AGGRESSIVE TAX-EXEMPT CASH
SERIES SERIES BOND SERIES* BOND SERIES** FUND FUND
------ ------ ------------ ------------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INCREASE IN NET ASSETS
FROM OPERATIONS:
Net investment income.................... $ 6,415,436 $ 574,999 $ 211,931 $ 243,325 $ 1,281,238 $ 2,516,770
Net realized gain (loss) ................ 2,922,105 22,802 (23,055) (36,350) 301,901 --
Unrealized appreciation during
the period............................. 6,960,323 1,209,772 249,810 69,420 2,117,941 --
------------ ----------- ----------- ----------- ----------- -----------
Net increase in net assets
resulting from operations.......... 16,297,864 1,807,573 438,686 276,395 3,701,080 2,516,770
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income
Class A................................ (6,158,758) (551,577) (177,005) (146,443) (1,241,504) (2,516,770)
Class B................................ (255,751) (24,133) (34,039) (63,361) (39,808) --
In excess of net realized gain
Class A................................ -- -- -- (5,311) -- --
Class B................................ -- -- -- (2,584) -- --
------------ ----------- ----------- ----------- ----------- -----------
Total distributions to shareholders.. (6,414,509) (575,710) (211,044) (217,699) (1,281,312) (2,516,770)
CAPITAL SHARE TRANSACTIONS (A):
Proceeds from sale of shares
Class A................................ 7,438,108 2,385,671 3,092,500 4,109,884 2,787,651 347,493,190
Class B................................ 2,180,877 240,748 681,901 1,354,123 370,386 --
Dividends reinvested
Class A................................ 4,740,285 434,084 172,699 151,754 712,138 2,479,477
Class B................................ 209,073 17,062 32,734 64,040 25,374 --
Cost of shares redeemed
Class A................................ (18,496,662) (2,223,959) (129,283) (1,330,238) (4,896,869)(369,916,482)
Class B................................ (981,865) (53,363) (4,389) -- (54,635) --
------------ ----------- ----------- ----------- ----------- -----------
Net increase (decrease) from capital
share transactions................... (4,910,184) 800,243 3,846,162 4,349,563 (1,055,955) (19,943,815)
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 4,973,171 2,032,106 4,073,804 4,408,259 1,363,813 (19,943,815)
NET ASSETS:
Beginning of period...................... 94,471,168 8,630,139 -- -- 24,852,105 58,101,715
------------ ----------- ----------- ----------- ----------- -----------
End of period............................ $99,444,339 $10,662,245 $4,073,804 $4,408,259 $26,215,918 $38,157,900
============ =========== =========== =========== =========== ===========
Undistributed net investment income......... $19,734 $2,672 $887 ($8,314) $3,785 $--
============ =========== =========== =========== =========== ===========
(a) Shares issued and redeemed:
Shares sold
Class A............................ 1,055,977 507,582 307,309 406,499 289,991 347,493,190
Class B............................ 304,780 51,475 67,767 135,204 38,553 --
Dividends reinvested
Class A............................ 673,772 93,100 16,505 15,098 74,305 2,479,477
Class B............................ 29,519 3,639 3,127 6,372 2,642 --
Shares redeemed
Class A............................ (2,613,704) (485,740) (12,281) (129,149) (510,770)(369,916,482)
Class B............................ (139,145) (11,827) (417) -- (5,598) --
------------ ----------- ----------- ----------- ----------- -----------
Net increase (decrease).............. (688,801) 158,229 382,010 434,024 (110,877) (19,943,815)
============ =========== =========== =========== =========== ===========
</TABLE>
* Period January 17, 1995 (inception) through December 31, 1995.
** Period June 1, 1995 (inception) through December 31, 1995.
See accompanying notes.
- --------------------------------------------------------------------------------
16
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
SECURITY INCOME FUND
-----------------------------
CORPORATE U.S. SECURITY SECURITY
BOND GOVERNMENT TAX-EXEMPT CASH
SERIES SERIES FUND FUND
------ ------ ---- ----
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income............................... $ 7,115,246 $ 590,335 $1,432,309 $ 1,855,864
Net realized loss .................................. (13,932,021) (1,181,780) (1,836,112) --
Unrealized depreciation during the year............. (2,419,117) (67,508) (2,221,295) --
------------ ----------- ----------- -----------
Net increase (decrease) in net assets resulting
from operations............................... (9,235,892) (658,953) (2,625,098) 1,855,864
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income
Class A........................................... (6,917,267) (572,250) (1,408,315) (1,855,864)
Class B........................................... (183,907) (16,526) (19,759) --
------------ ----------- ----------- -----------
Total distributions to shareholders............. (7,101,174) (588,776) (1,428,074) (1,855,864)
CAPITAL SHARE TRANSACTIONS (A):
Proceeds from sale of shares
Class A........................................... 24,783,087 2,812,392 12,166,067 301,350,492
Class B........................................... 4,319,121 262,697 780,435 --
Dividends reinvested
Class A........................................... 5,297,609 445,310 841,591 1,707,488
Class B........................................... 151,234 7,183 12,160 --
Cost of shares redeemed
Class A........................................... (41,957,570) (3,833,454) (17,034,040) (316,825,978)
Class B........................................... (1,240,487) (54,497) (81,117) --
------------ ----------- ----------- -----------
Net decrease from capital share
transactions.................................... (8,647,006) (360,369) (3,314,904) (13,767,998)
------------ ----------- ----------- -------------
Total decrease in net assets.................. (24,984,072) (1,608,098) (7,368,076) (13,767,998)
NET ASSETS:
Beginning of year................................... 119,455,240 10,238,237 32,220,181 71,869,713
------------ ----------- ----------- -------------
End of year......................................... $ 94,471,168 $8,630,139 $24,852,105 $ 58,101,715
============ =========== =========== =============
Undistributed net investment income.................... $18,807 $3,383 $3,859 --
============ =========== =========== =============
(a) Shares issued and redeemed:
Shares sold
Class A....................................... 3,430,737 603,088 1,239,726 301,350,492
Class B....................................... 604,793 55,933 80,986 --
Dividends reinvested
Class A....................................... 747,626 97,587 88,532 1,707,488
Class B....................................... 21,813 1,631 1,306 --
Shares redeemed
Class A....................................... (5,789,251) (820,118) (1,762,983) (316,825,978)
Class B....................................... (179,031) (11,973) (8,499) --
------------ ----------- ----------- -------------
Net decrease.................................... (1,163,313) (73,852) (360,932) (13,767,998)
============ =========== =========== =============
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
17
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
Net Net
Fiscal asset Total Dividends Distri- assets Ratio of Ratio of Port-
period value Net Net gain from (from net butions Net asset end of expenses net in- folio
ended begin- invest- (loss) invest- invest- (from Return Total value period to aver- come to turn-
Decem- ning of ment (realized & ment ment capital of distribu- end of Total (thou- age net average over
ber 31 period income unrealized)operations income) gains) capital tions period return(a) sands) assets net assets rate
- ------------------------------------------------------------------------------------------------------------------------------------
CORPORATE BOND SERIES (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1991 $7.22 $0.65 $0.458 $1.108 $(0.648) $ -- $ -- $(0.648) $7.68 16.1% $85,824 1.03% 8.75% 32%
1992 7.68 0.61 0.044 0.654 (0.614) -- -- (0.614) 7.72 9.0% 104,492 1.01% 7.97% 61%
1993 7.72 0.52 0.521 1.041 (0.527) (0.424) -- (0.951) 7.81 13.4% 118,433 1.02% 6.46% 157%
1994 7.81 0.49 (1.127) (0.637) (0.493) -- -- (0.493) 6.68 (8.3%) 90,593 1.01% 6.91% 204%
1995(d) 6.68 0.47 0.708 1.178 (0.468) -- -- (0.468) 7.39 18.2% 93,701 1.02% 6.62% 200%
CORPORATE BOND SERIES (CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993(b) $8.59 $0.11 $(0.324) $(0.214) $(0.112) $(0.424) $ -- $(0.536) $7.84 (2.5%) $1,022 1.88% 5.16% 164%
1994(c) 7.84 0.43 (1.129) (0.699) (0.431) -- -- (0.431) 6.71 (9.0%) 3,878 1.85% 6.08% 204%
1995(c)(d) 6.71 0.40 0.725 1.125 (0.405) -- -- (0.405) 7.43 17.3% 5,743 1.85% 5.80% 200%
U.S. GOVERNMENT SERIES (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1991(c) $4.93 $0.40 $0.248 $0.648 $(0.404) $ -- $(.004) $(0.408) $5.17 13.8% $7,319 1.11% 7.94% 41%
1992(c) 5.17 0.37 (0.126) 0.244 (0.366) -- (.008) (0.374) 5.04 5.0% 9,364 1.11% 7.22% 157%
1993(c) 5.04 0.31 0.273 0.583 (0.310) (0.344) -- (0.654) 4.97 10.9% 10,098 1.10% 5.90% 153%
1994(c) 4.97 0.30 (0.621) (0.321) (0.299) -- -- (0.299) 4.35 (6.5%) 8,309 1.10% 6.47% 220%
1995(c)(d) 4.35 0.30 0.620 0.92 (0.30) -- -- (0.30) 4.97 21.9% 10,080 1.11% 6.41% 81%
U.S. GOVERNMENT SERIES (CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993(b)(c) $5.51 $0.04 $(0.193) $(0.153) $(0.043) $(0.344) $ -- $(0.387) $4.97 (1.4%) $140 1.61% 5.54% 114%
1994(c) 4.97 0.26 (0.624) (0.364) (0.256) -- -- (0.256) 4.35 (7.4%) 321 1.85% 5.76% 220%
1995(c)(d) 4.35 0.26 0.625 0.885 (0.265) -- -- (0.265) 4.97 20.9% 582 1.87% 5.69% 81%
LIMITED MATURITY BOND SERIES (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995(c)(d)(e)$10.00 $0.62 $0.652 $1.272 $(0.612) $ -- $ -- $(0.612) $10.66 13.0% $3,322 0.84% 5.97% 4%
LIMITED MATURITY BOND SERIES (CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995(c)(d)(e)$10.00 $0.53 $0.664 $1.194 $(0.524) $ -- $ -- $(0.524) $10.67 12.2% $752 1.71% 5.12% 4%
GLOBAL AGGRESSIVE BOND SERIES (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995(c)(d)(f)$10.00 $0.63 $0.09 $0.72 $(0.55) $(0.02) $ -- $(0.57) $10.15 7.3% $2,968 2.00% 11.04% 127%
GLOBAL AGGRESSIVE BOND SERIES(CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995(c)(d)(f)$10.00 $0.56 $0.12 $0.68 $(0.49) $(0.02) $ -- $(0.51) $10.17 6.9% $1,440 2.75% 10.24% 127%
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
18
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
Net Net
Fiscal asset Total Dividends Distri- assets Ratio of Ratio of Port-
period value Net Net gain from (from net butions Net asset end of expenses net in- folio
ended begin- invest- (loss) invest- invest- (from Return Total value period to aver- come to turn-
Decem- ning of ment (realized & ment ment capital of distribu- end of Total (thou- age net average over
ber 31 period income unrealized)operations income) gains) capital tions period return(a) sands) assets net assets rate
- ------------------------------------------------------------------------------------------------------------------------------------
SECURITY TAX-EXEMPT FUND (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1991 $9.53 $0.63 $0.446 $1.076 $(0.636) $ -- $ -- $(0.636) $9.97 11.7% $23,218 0.89% 6.55% 38%
1992 9.97 0.61 0.092 0.702 (0.612) -- -- (0.612) 10.06 7.3% 28,608 0.84% 6.07% 91%
1993 10.06 0.51 0.702 1.212 (0.514) (0.388) -- (0.902) 10.37 11.6% 32,115 0.82% 4.92% 118%
1994 10.37 0.47 (1.317) (0.847) (0.473) -- -- (0.473) 9.05 (8.3%) 24,092 0.82% 4.74% 88%
1995(d) 9.05 0.48 0.891 1.371 (0.481) -- -- (0.481) 9.94 15.5% 25,026 0.86% 5.02% 103%
SECURITY TAX-EXEMPT FUND (CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993(b) $10.88 $0.10 $(0.128) $(0.028) $(0.094) $(0.388) $ -- $(0.482) $10.37 (0.2%) $106 2.89% 2.71% 90%
1994(c) 10.37 0.35 (1.321) (0.971) (0.349) -- -- (0.349) 9.05 (9.5%) 760 2.00% 3.50% 88%
1995(c)(d) 9.05 0.37 0.902 1.272 (0.372) -- -- (0.372) 9.95 14.3% 1,190 2.00% 3.90% 103%
SECURITY CASH FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1991 $1.00 $0.051 $ -- $0.051 $(0.051) $ -- $ -- $(0.051) 1.00 5.2% $48,843 0.96% 5.21% --
1992(c) 1.00 0.028 -- 0.028 (0.028) -- -- (0.028) 1.00 2.8% 56,694 1.00% 2.75% --
1993(c) 1.00 0.023 -- 0.023 (0.023) -- -- (0.023) 1.00 2.4% 71,870 1.00% 2.28% --
1994 1.00 0.033 -- 0.033 (0.033) -- -- (0.033) 1.00 3.4% 58,102 0.96% 3.24% --
1995(c)(d) 1.00 0.049 -- 0.049 (0.049) -- -- (0.049) 1.00 5.0% 38,158 1.00% 5.00% --
</TABLE>
(a) Total return information does not take into account any charges paid at time
of purchase or contingent deferred sales charges paid at time of redemption.
(b) Class "B" shares were initially issued on October 19, 1993. Percentage
amounts for the period, except total return, have been annualized.
(c) Fund expenses were reduced by the Investment Manager and expense ratios
absent such reimbursement would have been as follows:
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
Corporate Bond Class B -- -- -- 2.00% 2.19%
U.S. Government Class A 1.24% 1.20% 1.20% 1.20% 1.22%
Class B -- -- 1.75% 2.91% 3.70%
Limited Maturity Class A -- -- -- -- 1.04%
Bond Class B -- -- -- -- 2.12%
Global Aggressive Class A -- -- -- -- 2.42%
Bond Class B -- -- -- -- 3.93%
Tax-Exempt Class A -- -- -- -- 0.86%
Class B -- -- -- 2.32% 2.45%
Cash -- 1.03% 1.03% -- 1.04%
(d) Net investment income was computed using the average month-end shares
outstanding throughout the period.
(e) Security Limited Maturity Bond Series was initially capitalized on January
17, 1995, with a net asset value of $10 per share. Percentage amounts for
period have been annualized, except for total return.
(f) Security Global Aggressive Bond Series was initially capitalized on June 1,
1995, with a net asset value of $10 per share. Percentage amounts for period
have been annualized, except for total return.
(g) Expense ratios were calculated without the reduction for custodian fees
earnings credits. Expense ratios with such reductions would have been as
follows:
1995
Corporate Bond Class A 1.02%
Class B 1.85%
U.S. Government Class A 1.10%
Class B 1.85%
Limited Maturity Bond Class A 0.81%
Class B 1.65%
Tax-Exempt Class A 0.85%
Class B 2.00%
See accompanying notes.
- --------------------------------------------------------------------------------
19
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
Security Income Fund, Security Tax-Exempt Fund and Security Cash Fund (the
Funds) are registered under the Investment Company Act of 1940, as amended, as
diversified, open-end management investment companies. The shares of Security
Income Fund are currently issued in four Series, the Corporate Bond Series, the
U.S. Government Series, the Limited Maturity Bond Series and the Global
Aggressive Bond Series, with each Series, in effect, representing a separate
fund. The Income Fund is required to account for each series separately and to
allocate general expenses to each series based upon the net asset value of each
Series. The following is a summary of the significant accounting policies
followed by the Funds in the preparation of their financial statements.
A. SECURITY VALUATION -- Valuations of Income Fund's and Tax-Exempt Fund's
securities are supplied by a pricing service approved by the Board of Directors.
Securities listed or traded on a national securities exchange are valued on the
basis of the last sales price. If there are no sales on a particular day, then
the securities are valued at the mean between the bid and the asked prices. If a
mean cannot be determined, then the securities for which market quotations are
available are valued on the basis of the current bid price. Securities for which
market quotations are not readily available are valued by a pricing service
considering securities with similar yields, quality, type of issue, coupon,
duration and rating. The Funds' officers, under the general supervision of the
Board of Directors, regularly review procedures used by, and valuations provided
by, the pricing service.
Cash Fund, by approval of the Board of Directors, utilizes the amortized
cost method for valuing portfolio securities, whereby all investments are valued
by reference to their acquisition cost as adjusted for amortization of premium
or accretion of discount.
Generally, trading in foreign securities markets is substantially completed
each day at various times prior to the close of the New York Stock Exchange. The
values of foreign securities are determined as of the close of such foreign
markets or the close of the New York Stock Exchange if earlier. All investments
quoted in foreign currency are valued in U.S. dollars on the basis of the
foreign currency exchange rate prevailing at the close of business. The Global
Aggressive Bond Series' investments in foreign securities may involve risks not
present in domestic investments. Since foreign securities may be denominated in
a foreign currency and involve settlement and pay interest in foreign
currencies, changes in the relationship of these foreign currencies to the U.S.
dollar can significantly affect the value of the investments and earnings of the
Funds. Foreign investments may also subject the Global Aggressive Bond Series to
foreign government exchange restrictions, expropriation, taxation or other
political, social or economic developments, all of which could affect the market
and/or credit risk of the investments.
B. FOREIGN CURRENCY TRANSACTIONS -- The accounting records of the Funds are
maintained in U. S. dollars. All assets and liabilities initially expressed in
foreign currencies are converted into U.S. dollars at prevailing exchange rates.
Purchases and sales of investment securities, dividend and interest income, and
certain expenses are translated at the rates of exchange prevailing on the
respective dates of such transactions.
The Funds isolate that portion of results of operations resulting from
changes in foreign exchange rates on investments from the fluctuations arising
from changes in the market prices of securities held.
Net realized foreign exchange gains or losses arise from sales of portfolio
securities, sales of foreign currencies, and the difference between asset and
liability amounts initially stated in foreign currencies and the U.S. dollar
value of the amounts actually received or paid. Net unrealized foreign exchange
gains or losses arise from changes in the value of portfolio securities and
other assets and liabilities at the end of the reporting period, resulting from
changes in the exchange rates.
C. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS - Global Aggressive Bond
Series may enter into forward foreign exchange contracts in connection with
foreign currency risk from purchase or sale of securities denominated in foreign
currency. The Series may also enter into such contracts to manage changes in
foreign currency exchange rates on portfolio positions. These contracts are
marked to market daily, by recognizing the difference between the contract
exchange rate and the current market rate as unrealized gains or losses.
Realized gains or losses are recognized when contracts are settled and are
reflected in the statement of operations. These contracts involve market risk in
excess of the amount reflected in the Balance Sheet. The face or contract amount
in U.S. dollars reflects the total exposure the Global Aggressive Bond Series
has in that particular currency contract. Losses may arise due to changes in the
value of the foreign currency or if the counterparty does not perform under the
contract.
D. SECURITY TRANSACTIONS AND INVESTMENT INCOME - Security transactions are
accounted for on the date the securities are purchased or sold. Realized gains
and losses are reported on an identified cost basis. Interest income is
recognized on the accrual basis. Premium and discounts (except original issue
discounts) on debt securities are not amortized, except Security Tax-Exempt Fund
which amortizes premiums.
E. DISTRIBUTIONS TO SHAREHOLDERS - Distributions to shareholders are
recorded on the ex-dividend date. The character of distributions made during the
year from net investment income or net realized gains may differ from their
ultimate characterization for federal income tax purposes. These differences are
primarily due to the recharacterization of foreign currency gains and losses.
F. TAXES - The Funds complied with the requirements of the Internal Revenue
Code applicable to regulated investment companies and distributed all of their
taxable net income and net realized gains sufficient to relieve them from all,
or substantially all, federal income, excise and state income taxes. Therefore,
no provision for federal or state income tax is required.
G. EARNINGS CREDITS - Under the fee schedule with the custodian, Security
Income Fund, Security Tax-Exempt Fund and Security Cash Fund (the Funds) earn
credits based on overnight custody cash balances. These credits are utilized to
reduce related custodial expenses. The custodian expense disclosed in the
statement of operations does not reflect the reduction in expense from the
related earnings credits.
2. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Management fees are payable to Security Management Company (SMC) under
investment advisory contracts at an annual rate of 1/2 of 1% of the average net
assets of each fund, except for Global Aggressive Bond Series which the fee is
at an annual rate of 3/4 of 1% of the average net assets of the Series. The
investment advisory contract for Income Fund provides that the total annual
expenses of each series of the Fund (including management fees, but excluding
interest, taxes, brokerage commissions and extraordinary expenses) will not
exceed the level of expenses which Income Fund is permitted to bear under the
most restrictive expense limitation imposed by any state in which shares of the
Fund are then qualified for sale. For the year ended December 31, 1995, SMC
agreed to limit the total expenses of Corporate Bond Series, U.S. Government
Series and Limited Maturity Bond Series to an annual rate of 1.1% of the average
See accompanying notes.
- --------------------------------------------------------------------------------
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
daily net asset value of Class A shares and 1.85% of Class B shares of each
respective Series. SMC also agreed to limit the total expenses of the Global
Aggressive Bond Series to 2.0% for Class A Shares and 2.75% for Class B shares.
In addition, SMC agreed to waive all of the management fees for the Limited
Maturity Bond Series to July 1, 1995 and .40% of the management fees for the
Global Aggressive Bond Series to December 31, 1995. The investment advisory
contract for Tax-Exempt and Cash Funds provide that the total annual expenses of
the Funds will not exceed an amount equal to an annual rate of 1.0% of the
average net assets of Class A shares and 2.0% of Class B shares of the
Tax-Exempt Fund as calculated on a daily basis.
The Funds have entered into contracts with SMC for transfer agent services
and certain other administrative services which SMC provides to the Funds. SMC
is paid an annual fixed charge per account and shareholder and dividend
transaction fees.
As the administrative agent for the Funds, SMC performs administrative
functions, such as regulatory filings, bookkeeping, accounting and pricing
functions for the Funds. For this service SMC receives on an annual basis, a fee
of .09 percent of the average daily net assets of Corporate Bond Series, Limited
Maturity Bond Series, U.S. Government Series, and Tax-Exempt Fund and .045
percent of the average daily net assets of Cash Fund and Global Aggressive Bond
Series, calculated daily and payable monthly. For the identified administrative
services SMC also receives, with respect to the Global Aggressive Bond Series,
an annual fee equal to the greater of .10 percent of its average net assets or
(i) $30,000 in the year ending April 29, 1996; (ii) $45,000 in the year ending
April 29, 1997; and (iii) $60,000 thereafter.
SMC pays the Sub-Advisor, Lexington Management Corporation (LMC) an annual
fee in an amount equal to .35% of the average net assets of Global Aggressive
Bond Series, for investment advisory and certain administrative services
provided to the Global Aggressive Bond Series. The Sub-Advisor has entered into
a sub-advisory contract with MFR Advisors, Inc., ("MFR"), under which MFR will
provide the Global Aggressive Bond Series with investment and economic research
services. For the service provided by MFR, MFR receives from the Sub-Advisor, a
fee equal to .15% of the average daily net assets of the Global Aggressive Bond
Series.
Income and Tax-Exempt Funds have adopted Distribution Plans related to the
offering of Class B shares pursuant to Rule 12b-1 under the Investment Company
Act of 1940. The Plans provide for payments at an annual rate of 1.0% of the
average net assets of Class B shares. Class A shares of Income Fund incur 12b-1
distribution fees at an annual rate of .25% of the average net assets of each
Series.
Security Distributors, Inc. (SDI), a wholly-owned subsidiary of SMC and the
national distributor for Income and Tax-Exempt Funds, received net underwriting
commissions after allowances to brokers and dealers for the period ended
December 31, 1995, in the amounts presented below:
LIMITED GLOBAL
CORPORATE U.S. MATURITY AGGRESSIVE TAX-
BOND GOVERNMENT BOND BOND EXEMPT
SERIES SERIES SERIES SERIES FUND
---------------------------------------------------------------
SDI Underwriting $ 6,246 $ 2,934 $ 730 $ 379 $ 4,103
Broker/Dealer 49,895 14,400 6,663 1,788 16,588
Certain officers and directors of the Funds are also officers and/or
directors of Security Benefit Life Insurance Company and its subsidiaries, which
include SMC and SDI.
3. INVESTMENT TRANSACTIONS
Investment transactions for the period ended December 31, 1995, (excluding
overnight investments and short-term debt securities) were as follows:
LIMITED GLOBAL
CORPORATE U.S. MATURITY AGGRESSIVE TAX-
BOND GOVERNMENT BOND BOND EXEMPT
SERIES SERIES SERIES SERIES FUND
--------------------------------------------------------------
Purchases $183,877,123 $7,939,142 $3,702,247 $5,494,083 $25,894,338
Proceeds
from sales 188,363,506 6,842,750 131,925 2,386,219 26,751,388
4. FEDERAL INCOME TAX MATTERS
The amounts of unrealized appreciation (depreciation) as of December 31,
1995, were as follows:
LIMITED GLOBAL
CORPORATE U.S. MATURITY AGGRESSIVE TAX-
BOND GOVERNMENT BOND BOND EXEMPT
SERIES SERIES SERIES SERIES FUND
--------------------------------------------------------------
Aggregate gross
unrealized
appreciation $5,320,258 $909,637 $254,685 $69,245 $1,123,184
Aggregate gross
unrealized
depreciation -- (12,585) (4,875) (26,872) --
--------------------------------------------------------------
Net unrealized
appreciation $5,320,258 $897,052 $249,810 $42,373 $1,123,184
--------------------------------------------------------------
5. OTHER INFORMATION
Except for tax-exempt dividends, the income dividends paid by the Funds are
taxable as ordinary income on the shareholders' tax returns. None of the amount
taxable as ordinary income for Corporate Bond Series, U.S. Government Series,
Limited Maturity Bond Series, Global Aggressive Bond Series, Tax-Exempt Fund or
Cash Fund qualifies for the dividends received deduction available to corporate
shareholders in accordance with the provisions of the Internal Revenue Code.
None of the exempt-interest dividends paid by Security Tax- Exempt Fund
have been determined to be attributable to interest from specified private
activity bonds. Thus, no portion is required to be reported as a tax preference
item on Form 4626 or 6251.
In some states, the portion of ordinary income dividends attributable to
the Funds' investment in direct obligations of the U.S. Government may not be
subject to state taxation. For the year ended December 31, 1995, interest on
U.S. Government obligations was 6%, 5%, 34% and 19% of Cash Fund, Corporate Bond
Series, U.S. Government Series and Limited Maturity Series gross investment
income, respectively. Since the qualifications for such exemption vary by state,
we suggest you consult your tax advisor for applicability.
See accompanying notes.
- --------------------------------------------------------------------------------
21
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
SECURITY INCOME FUND, SECURITY TAX-EXEMPT FUND
AND SECURITY CASH FUND
We have audited the accompanying balance sheets and statements of net
assets of Security Income Fund (comprised of the Corporate Bond, U.S.
Government, Limited Maturity Bond and Global Aggressive Bond Series), Security
Tax-Exempt Fund and Security Cash Fund (the Funds) as of December 31, 1995, the
related statements of operations for the year then ended, statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended of
Security Income Fund -- Corporate Bond Series, Security Income Fund -- U.S.
Government Series, Security Tax-Exempt Fund and Security Cash Fund; the related
statements of operations, changes in net assets and financial highlights for the
period from January 17, 1995 (commencement of operations) to December 31, 1995
of Security Income Fund -- Limited Maturity Bond Series and the related
statements of operations, changes in net assets and financial highlights for the
period from June 1, 1995 (commencement of operations) to December 31, 1995 of
Security Income Fund -- Global Aggressive Bond Series. These financial
statements and the financial highlights are the responsibility of the Funds'
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
December 31, 1995, by correspondence with the custodian. As to securities
relating to uncompleted transactions, we performed other auditing procedures. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
each of the Funds (including each of the Series of Security Income Fund) at
December 31, 1995, and the results of their operations, changes in their net
assets and the financial highlights for the periods indicated above in
conformity with generally accepted accounting principles.
Kansas City, Missouri
January 26, 1996
See accompanying notes.
- --------------------------------------------------------------------------------
22
<PAGE>
THE SECURITY GROUP
OF MUTUAL FUNDS
- ---------------
SECURITY GROWTH AND INCOME FUND
SECURITY EQUITY FUND
* EQUITY SERIES
* EQUITY GLOBAL SERIES
* ASSET ALLOCATION SERIES
SECURITY ULTRA FUND
SECURITY INCOME FUND
* CORPORATE BOND SERIES
* U.S. GOVERNMENT SERIES
* LIMITED MATURITY BOND SERIES
* GLOBAL AGGRESSIVE BOND SERIES
SECURITY TAX-EXEMPT FUND
SECURITY CASH FUND
This report is submitted for the general information of the shareholders of the
Funds. The report is not authorized for distribution to prospective investors in
the Funds unless preceded or accompanied by an effective prospectus which
contains details concerning the sales charges and other pertinent information.
SECURITY FUNDS
OFFICERS AND DIRECTORS
- ----------------------
DIRECTORS
- ---------
Willis A. Anton
Donald A. Chubb, Jr.
John D. Cleland
Donald L. Hardesty
Penny A. Lumpkin
Mark L. Morris, Jr., D.V.M.
Jeffrey B. Pantages
Harold G. Worswick
OFFICERS
- --------
John D. Cleland, President
James R. Schmank, Vice President and Treasurer
Jane A. Tedder, Vice President
Mark E. Young, Vice President
Greg A. Hamilton, Assistant Vice President
Amy J. Lee, Secretary
Brenda M. Luthi, Assistant Treasurer and Assistant Secretary
[SDI LOGO}
700 SW Harrison St.
Topeka, KS 66636-0001
(913) 295-3127
(800) 888-2461
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF DECEMBER 31, 1995.
(1) (2)
NUMBER OF RECORD
TITLE OF CLASS SHAREHOLDERS
Shares of Common Stock of
$.10 par value 8,607
ITEM 27. INDEMNIFICATION.
A policy of insurance covering Security Management Company, its
subsidiaries, including Security Distributors, Inc., and all of the
registered investment companies advised by Security Management Company
insures the Registrant's directors and officers and others against
liability arising by reason of an alleged breach of duty caused by any
negligent act, error or accidental omission in the scope of their
duties.
Paragraph 30 of the Registrant's Bylaws, dated February 3, 1995,
provides as follows:
30. INDEMNIFICATION AND LIABILITY OF DIRECTORS AND OFFICERS. Each
person who is or was a Director or officer of the Corporation or
is or was serving at the request of the Corporation as a Director
or officer of another corporation (including the heirs,
executors, administrators and estate of such person) shall be
indemnified by the Corporation as of the right to the full extent
permitted or authorized by the laws of the State of Kansas, as
now in effect and as hereafter amended, against any liability,
judgment, fine, amount paid in settlement, cost and expense
(including attorneys' fees) asserted or threatened against and
incurred by such person in his/her capacity as or arising out of
his/her status as a Director or officer of the Corporation or, if
serving at the request of the Corporation, as a Director or
officer of another corporation. The indemnification provided by
this bylaw provision shall not be exclusive of any other rights
to which those indemnified may be entitled under the Articles of
Incorporation, under any other bylaw or under any agreement, vote
of stockholders or disinterested directors or otherwise, and
shall not limit in any way any right which the Corporation may
have to make different or further indemnification with respect to
the same or different persons or classes of persons.
No person shall be liable to the Corporation for any loss,
damage, liability or expense suffered by it on account of any
action taken or omitted to be taken by him/her as a Director or
officer of the Corporation or of any other corporation which
he/she serves as a Director or officer at the request of the
Corporation, if such person (a) exercised the same degree of care
and skill as a prudent man would have exercised under the
circumstances in the conduct of his/her own affairs, or (b) took
or omitted to take such action in reliance upon advice of
<PAGE>
counsel for the Corporation, or for such other corporation, or
upon statements made or information furnished by Directors,
officers, employees or agents of the Corporation, or of such
other corporation, which he/she had no reasonable grounds to
disbelieve.
In the event any provision of this section 30 shall be in
violation of the Investment Company Act of 1940, as amended, or
of the rules and regulations promulgated thereunder, such
provisions shall be void to the extent of such violations.
On May 6, 1988, the Board of Directors amended the Fund's Articles of
Incorporation by adopting the following Article Fifteenth:
"A director shall not be personally liable to the corporation or
to its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this sentence shall not
eliminate nor limit the liability of a director:
A. for any breach of his or her duty of loyalty to the
corporation or to its stockholders;
B. for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
C. for an unlawful dividend, stock purchase or redemption under
the provisions of Kansas Statutes Annotated (K.S.A.) 17-6424
and amendments thereto; or
D. for any transaction from which the director derived an
improper personal benefit."
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER
Security Management Company also acts as investment manager to SBL
Fund, Security Equity Fund, Security Income Fund, Security Growth and
Income Fund, Security Tax-Exempt Fund, and Security Ultra Fund and as
administrator to The Parkstone Advantage Fund.
<PAGE>
BUSINESS* AND OTHER CONNECTIONS
OF THE EXECUTIVE OFFICERS AND
NAME DIRECTORS OF REGISTRANT'S ADVISER
--------------------- --------------------------------------------
Jeffrey B. Pantages President, Chief Investment Officer and
Director
Security Management Company
Director
Security Cash Fund, Security Income Fund,
Security Tax-Exempt Fund, SBL Fund,
Security Growth and Income Fund, Security
Equity Fund, Security Ultra Fund
Senior Vice President and Chief Investment
Officer
Security Benefit Life Insurance Company,
Security Benefit Group, Inc.
Director
Mulvane Art Center
Mulvane Art Museum
Washburn University
17th & Jewell
Topeka, Kansas
United Way of Greater Topeka
P.O. Box 4188
Topeka, Kansas
John D. Cleland Senior Vice President and Director
Security Management Company
President and Director
Security Cash Fund, Security Income Fund,
Security Tax-Exempt Fund, SBL Fund,
Security Growth and Income Fund, Security
Equity Fund, Security Ultra Fund
Vice President and Director
Security Distributors, Inc.
Trustee and Treasurer
Mount Hope Cemetery Corporation
4700 SW 17th
Topeka, Kansas
Past President
Top of the Tower Club
1 Townsite Plaza
Topeka, Kansas
Trustee
Topeka Community Foundation
5100 SW 10th
Topeka, Kansas
<PAGE>
BUSINESS* AND OTHER CONNECTIONS
OF THE EXECUTIVE OFFICERS AND
NAME DIRECTORS OF REGISTRANT'S ADVISER
--------------------- --------------------------------------------
James W. Lammers Senior Vice President and Director
Security Management Company
National Sales Manager, Senior Vice
President and Director
Security Distributors, Inc.
James R. Schmank Senior Vice President, Treasurer, Chief
Fiscal Officer and Director
Security Management Company
Chairman of the Board, President and Trustee
The Parkstone Advantage Fund
Vice President and Director
Security Distributors, Inc.
Vice President
Security Benefit Life Insurance Company,
Security Benefit Group, Inc.
Vice President and Treasurer
Security Growth and Income Fund, Security
Income Fund, Security Cash Fund, Security
Tax-Exempt Fund, Security Ultra Fund,
Security Equity Fund, SBL Fund
Donald E. Caum Director
Security Management Company
Senior Vice President
Security Benefit Life Insurance Company,
Security Benefit Group, Inc.
Director
YMCA Metro
421 Van Buren
Topeka, Kansas
Executive Director
Boy Scouts of America
1020 SE Monroe
Topeka, Kansas
Jayhawk Area Council BSA
1020 SE Monroe
Topeka, Kansas
Metropolitan Ballet
Topeka, Kansas
<PAGE>
BUSINESS* AND OTHER CONNECTIONS
OF THE EXECUTIVE OFFICERS AND
NAME DIRECTORS OF REGISTRANT'S ADVISER
--------------------- --------------------------------------------
James L. Woods Senior Vice President
Security Management Company, Security
Benefit Life Insurance Company, Security
Benefit Group, Inc.
Director
Midwest Superconductivity
1315 Wakarusa Drive
Lawrence, Kansas
Mark E. Young Vice President - Operations
Security Management Company
Vice President
Security Growth and Income Fund, Security
Income Fund, Security Cash Fund, Security
Tax-Exempt Fund, Security Ultra Fund,
Security Equity Fund, SBL Fund, Security
Distributors, Inc., Security Benefit
Group, Inc.
Trustee
Topeka Zoological Foundation
635 Gage Boulevard
Topeka, Kansas
Terry A. Milberger Senior Portfolio Manager and Vice President
Security Management Company
Vice President
Security Equity Fund, SBL Fund
Jane A. Tedder Vice President and Senior Portfolio Manager
Security Management Company
Vice President
Security Cash Fund, Security Income Fund,
Security Tax-Exempt Fund, SBL Fund
<PAGE>
BUSINESS* AND OTHER CONNECTIONS
OF THE EXECUTIVE OFFICERS AND
NAME DIRECTORS OF REGISTRANT'S ADVISER
--------------------- --------------------------------------------
Gregory A. Hamilton Second Vice President
Security Management Company
Assistant Vice President
Security Equity Fund, Security Income
Fund, SBL Fund
Director
Downtown Topeka, Inc.
906 South Kansas Avenue
Topeka, Kansas
Trustee
Kansas State University Foundation
Manhattan, Kansas
Amy J. Lee Second Vice President and Associate Counsel
Security Benefit Life Insurance Company,
Security Benefit Group, Inc.
Secretary
Security Management Company, Security
Distributors, Inc., Security Cash Fund,
Security Equity Fund, Security Tax Exempt
Fund, Security Ultra Fund, SBL Fund,
Security Growth and Income Fund, Security
Income Fund
Vice President, Assistant Secretary and
Assistant Treasurer
The Parkstone Advantage Fund
Director
Everywoman's Resource Center
1002 SW Garfield Avenue
Topeka, Kansas
Brenda M. Luthi Assistant Vice President, Assistant
Treasurer and Assistant Secretary
Security Management Company
Assistant Treasurer and Assistant Secretary
Security Equity Fund, Security Ultra
Fund, Security Growth and Income Fund,
Security Income Fund, Security Cash Fund,
SBL Fund, Security Tax-Exempt Fund
Treasurer
Security Distributors, Inc.
Trustee, Vice President, Treasurer and
Secretary
The Parkstone Advantage Fund
<PAGE>
BUSINESS* AND OTHER CONNECTIONS
OF THE EXECUTIVE OFFICERS AND
NAME DIRECTORS OF REGISTRANT'S ADVISER
--------------------- --------------------------------------------
Steven M. Bowser Assistant Vice President and Portfolio
Manager
Security Management Company
Assistant Vice President
Security Benefit Life Insurance Company,
Security Benefit Group, Inc.
Thomas A. Swank Second Vice President and Portfolio Manager
Security Management Company
Second Vice President
Security Benefit Life Insurance Company,
Security Benefit Group, Inc.
Barbara J. Davison Assistant Vice President and Portfolio
Manager
Security Management Company
Assistant Vice President
Security Benefit Life Insurance Company,
Security Benefit Group, Inc.
President
Topeka Chapter International Institute
of Internal Auditors
Topeka, Kansas
Executive Mentor
ASSIST Catholic Social Services
Topeka, Kansas
Cindy L. Shields Assistant Vice President and Portfolio
Manager
Security Management Company
Assistant Vice President
Security Ultra Fund, SBL Fund
Larry L. Valencia Assistant Vice President and Senior
Research Analyst
Security Management Company
James P. Schier Assistant Vice President and Senior
Research Analyst
Security Management Company
*Located at 700 Harrison, Topeka, Kansas 66636-0001
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Certain accounts, books and other documents required to be maintained
by Section 31(a) of the 1940 Act and the rules promulgated thereunder
are maintained by Security Management Company, 700 Harrison, Topeka,
Kansas 66636-0001. Records relating to the duties of the Registrant's
custodian are maintained by UMB Bank, n.a., 928 Grand Avenue, Kansas
City, Missouri 64106.
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(b) Not applicable.
(c) Registrant hereby undertakes to furnish each person, to whom a
prospectus is delivered, a copy of the Registrant's latest report
to shareholders upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Topeka, and State of Kansas on the 2nd day of February, 1996.
SECURITY CASH FUND
(The Registrant)
By: John D. Cleland
------------------------------------------
John D. Cleland, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
Date: February 2, 1996
----------------------------------------
Willis A. Anton, Jr. Director
- -----------------------------------------
Willis A. Anton, Jr.
Donald A. Chubb, Jr. Director
- -----------------------------------------
Donald A. Chubb, Jr.
John D. Cleland President and Director
- -----------------------------------------
John D. Cleland
Donald L. Hardesty Director
- -----------------------------------------
Donald L. Hardesty
Penny A. Lumpkin Director
- -----------------------------------------
Penny A. Lumpkin
Mark L. Morris, Jr. Director
- -----------------------------------------
Mark L. Morris, Jr.
Jeffrey B. Pantages Director
- -----------------------------------------
Jeffrey B. Pantages
<PAGE>
EXHIBIT INDEX
(1) None
(2) Bylaws
(3) None
(4) None
(5) None
(6) None
(7) None
(8) None
(9) Administrative Services and Transfer Agency Agreement
(10) None
(11) Consent of Independent Auditors
(12) None
(13) None
(14) None
(15) None
(16) Schedule of Computation of Performance
(17) Financial Data Schedules
(18) Not applicable
<PAGE>
BYLAWS
OF
SECURITY CASH FUND
OFFICES
-------
1. REGISTERED OFFICE AND REGISTERED AGENT. The location of the registered
office and the name of the registered agent of the Corporation in the
State of Kansas shall be as stated in the Articles of Incorporation or
as shall be determined from time the time by the Board of Directors and
on file in the appropriate public offices of the State of Kansas
pursuant to applicable provisions of law.
2. CORPORATE OFFICES. The Corporation may have such other corporate offices
and places of business anywhere within or without the State of Kansas as
the Board of Directors may from time to time designate or the business
of the Corporation may require.
3. CORPORATE RECORDS. The books and records of the Corporation may be kept
at any one or more offices of the Corporation within or without the
State of Kansas, except that the original or duplicate stock ledger
containing the names and addresses of the stockholders, and the number
of shares held by them, respectively, shall be kept at the registered
office of the Corporation in the State of Kansas.
4. STOCKHOLDERS' RIGHT OF INSPECTION. A stockholder of record, upon written
demand to inspect the records of the Corporation pursuant to any
statutory or other legal right, shall be privileged to inspect such
records only during the usual and customary hours of business and in
such manner will not unduly interfere with the regular conduct of the
business of the Corporation. A stockholder may delegate his/her right of
inspection to a certified or public accountant on the condition, to be
enforced at the option of the Corporation, that the stockholder and
accountant agree with the Corporation to furnish to the Corporation
promptly a true and correct copy of each report with respect to such
inspection made by such accountant. No stockholder shall use, permit to
be used or acquiesce in the use by others of any information so obtained
to the detriment competitively of the Corporation, nor shall he/she
furnish or permit to be furnished any information so obtained to any
competitor or prospective competitor of the Corporation. The Corporation
as a condition precedent to any stockholder's inspection of the records
of the Corporation may require the stockholder to indemnify the
Corporation, in such manner and for such amount as may be determined by
the Board of Directors, against any loss or damage which may be suffered
by it arising out of or resulting from any unauthorized disclosure made
or permitted to be made by such stockholder of information obtained in
the course of such inspection.
<PAGE>
SEAL
----
5. SEAL. The Corporation shall have a corporate seal inscribed with the
name of the Corporation and the words "Corporate Seal - Kansas". The
form of the seal may be altered at pleasure and shall be used by causing
it or a facsimile thereof to be impressed, affixed, reproduced or
otherwise used.
STOCKHOLDERS' MEETINGS
----------------------
6. PLACE OF MEETINGS. Meetings of the stockholders may be held at any place
within or without the State of Kansas, as shall be determined from time
to time by the Board of Directors. All meetings of the stockholders for
the election of Directors shall be held at the principal office of the
Corporation in Kansas. Meetings of the stockholders for any purpose
other than the election of Directors may be held at such place as shall
be specified in the notice thereof.
7. ANNUAL MEETING. No annual meeting of stockholders is required to be held
for the purpose of electing directors or any other reason, except when
specifically and expressly required under state or federal law. When an
annual meeting is held for the purpose of electing directors, such
directors shall hold office until the next annual meeting at which
directors are to be elected and until their successors are elected and
qualified, or until their earlier resignation or removal herein.
8. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by statute, may be called by
the President, or a Vice President, by the Board of Directors or by the
holders of not less than 10% of all outstanding shares of stock entitled
to vote at any annual meeting; and shall be called by any officer
directed to do so by the Board of Directors.
The "call" and the "notice" of any such meeting shall be deemed to be
synonymous.
9. NOTICE OF MEETINGS. Written or printed notice of each meeting of the
stockholders, whether annual or special, stating the place, date and
time thereof and in case of a special meeting, the purpose or purposes
thereof shall be delivered or mailed to each stockholder entitled to
vote thereat, not less than ten (10) days nor more than fifty (50) days
prior to the meeting. unless as to a particular matter, other or further
notice is required by law, in which case such other or further notice
shall be given. The Board of Directors may fix in advance a date, which
shall not be more than sixty (60) days nor less than ten (10) days
preceding the date of any meeting of the stockholders, as a record date
for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof; provided,
however, that the Board of Directors may fix a new record date for any
adjourned meeting. Any notice of a stockholders' meeting sent by mail
shall be deemed to be delivered when deposited in the United States mail
with postage prepaid thereon, addressed to the stockholder at his/her
address as it appears on the books of the Corporation.
<PAGE>
10. REGISTERED STOCKHOLDERS - EXCEPTIONS - STOCK OWNERSHIP PRESUMED. The
Corporation shall be entitled to treat the holders of the shares of
stock of the Corporation, as recorded on the stock record or transfer
books of the Corporation, as the holders of record and as the holders
and owners in fact thereof and, accordingly, the Corporation shall not
be required to recognize any equitable or other claim to or interest in
any such shares on the part of any other person or other claim to or
interest in any such shares on the part of any other person, firm,
partnership, corporation or association, whether or not the Corporation
shall have express or other notice thereof, except as is otherwise
expressly required by law, and the term "stockholder" as used in these
Bylaws means one who is a holder of record of shares of the Corporation;
provided, however, that if permitted by law,
(a) shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such corporation may
determine;
(b) shares held by a person in a fiduciary capacity may be voted by
such person; and,
(c) a stockholder whose shares are pledged shall be entitled to vote
such shares, unless in the transfer of the shares by the pledgor
on the books of the Corporation, he/she shall have expressly
empowered the pledgee to vote thereon, in which case only the
pledgee or his/her proxy may represent said stock and vote
thereon.
11. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. To the extent, if any, and
in the manner permitted by statute and unless otherwise provided in the
Articles of Incorporation, any action required to be taken at any annual
or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken by written consent without a meeting.
12. WAIVER OF NOTICE. Whenever any notice is required to be given under the
provisions of these Bylaws, the Articles of Incorporation of the
Corporation, or of any law, a waiver thereof, if not expressly
prohibited by law, in writing signed by the person or persons entitled
to notice shall, whether before or after the time stated therein, be
deemed the equivalent to the giving of such notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,
except when a person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
13. QUORUM. Except as otherwise may be provided by law, by the Articles of
Incorporation of the Corporation or by these Bylaws, the holders of a
majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall be required
for and shall constitute a quorum at all meetings of the stockholders
for the transaction of any business. Every decision of a majority in
amount of shares of such
<PAGE>
quorum shall be valid as a corporate act, except in those specific
instances in which a larger vote is required by law or by the Articles
of Incorporation or by these Bylaws.
If a quorum be not present at any meeting, the stockholders entitled to
vote thereat, present in person or by proxy, shall have power to adjourn
the meeting from time to time without notice other than announcement at
the meeting, until the requisite amount of voting stock shall be
present. If the adjournment is for more than thirty (30) days, or if
after adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting. At any subsequent session of the
meeting at which a quorum is present in person or by proxy any business
may be transacted which could have been transacted at the initial
session of the meeting if a quorum had been present.
14. PROXIES. At any meeting of the stockholders, every stockholder having
the right to vote shall be entitled to vote in person or by proxy
executed by an instrument in writing subscribed by such a stockholder
and bearing a date not more than three (3) years prior to said meeting
unless said instrument provides that it shall be valid for a longer
period.
15. VOTING. Each stockholder shall have one vote for each share of stock
having voting power registered in his/her name on the books of the
Corporation and except where the transfer books of the Corporation shall
have been closed or a date shall have been fixed as a record date for
the determination of its stockholders entitled to vote, no share of
stock shall be voted at any election for directors which shall have been
transferred on the books of the Corporation within twenty (20) days next
preceding such election of Directors. At all elections of Directors,
cumulative voting shall prevail, so that each stockholder shall be
entitled to as many votes as shall equal the number of his/her shares of
stock multiplied by the number of Directors to be elected, and he/she
may cast all of such votes for a single Director or may distribute them
among the number to be voted for, or any two or more as he/she sees fit.
Voting shall be ballot for the election of Directors and on such matters
as may be required by law, provided that voting by ballot on any matter
may be waived by the unanimous consent of those stockholders entitled to
vote present at the meeting. A stockholder holding stock in a fiduciary
capacity shall be entitled to vote the shares so held, and a stockholder
whose stock is pledged shall be entitled to vote unless, in the transfer
by the pledgor on the books of the Corporation, (s)he shall have
expressly empowered the pledgee to vote thereon, in which case only the
pledgee or his/her proxy may represent said stock and vote thereon.
16. STOCKHOLDERS' LISTS. A complete list of the stockholders entitled to
vote at every election of Directors, arranged in alphabetical order,
with the address of and the number of voting shares held by each
stockholder, shall be prepared by the officer having charge of the stock
books of the Corporation and for at least ten (10) days prior to the
date of the election shall be open at the place where the election is to
be held, during the usual hours for business, to the examination of any
stockholder and shall be produced and kept open at the place of the
election during the whole time thereof for the inspection of any
stockholder present. The original or duplicate stock ledger shall be the
only evidence as to who are stockholders
<PAGE>
entitled to examine such lists, or the books of the Corporation, or to
vote in person or by proxy, at such election. Failure to comply with the
foregoing shall not affect the validity or any action taken at any such
meeting.
17. PRESIDING OFFICIALS. Every meeting of the stockholders, for whatever
object, shall be convened by the President, or by the officer or person
who called the meeting by notice as above provided, but it shall be
presided over by the officers specified in paragraphs 37 and 38 of these
Bylaws; provided, however, that the stockholders at any meeting, by a
majority vote in amount of shares represented thereat, and
notwithstanding anything to the contrary contained elsewhere in these
Bylaws, may select any persons of their choosing to act as Chairman and
Secretary of such meeting or any session thereof.
BOARD OF DIRECTORS
------------------
18. OFFICES. The Directors may have one or more offices, and keep the books
of the Corporation (except the original or duplicated stock ledgers, and
such other books and records as may by law be required to be kept at a
particular place) at such place or places within or without the State of
Kansas as the Board of Directors may from time to time determine.
19. MANAGEMENT. The management of all affairs, property and business of the
corporation shall be vested in a Board of Directors, consisting of a
minimum of six (6) and a maximum of nine (9) directors. Unless required
by the Articles of Incorporation, Directors need not be stockholders.
Each person who shall serve on the Board of Directors and who shall be
recommended and nominated for election or reelection as a director shall
be a person who is in good standing in his/her community and who shall
not, at the time of election or reelection, have attained his/her 70th
birthday. In addition to the power and authorities by these Bylaws and
the Articles of Incorporation expressly conferred upon it, the Board of
Directors may exercise all such powers of the Corporation, and do all
such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or
done by the stockholders.
20. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and newly created
directorships resulting from any increase in the authorized number of
Directors may be filled by a majority of the Directors then in office,
though less than a quorum, or by a sole remaining Director, unless it is
otherwise provided in the Articles of Incorporation or these Bylaws, and
the Directors so chosen shall hold office until the next annual election
and until their successors are duly elected and qualified, or until
their earlier resignation or removal. If there are no Directors in
office, then an election of Directors may be held in the manner provided
by statute.
21. MEETINGS OF THE NEWLY ELECTED BOARD -- NOTICE. The first meeting of the
members of each newly elected Board of Directors shall be held (a) at
such time and place either within or without the State of Kansas as
shall be suggested or provided by resolution of the stockholders at the
meeting at which such newly elected Board was elected, and no notice
<PAGE>
of such meeting shall be necessary to the newly elected Directors in
order legally to constitute the meeting, provided a quorum shall be
present, or (b) if not so suggested or provided for by resolution of the
stockholders or if a quorum shall not be present, at such time and place
as shall be consented to in writing by a majority of the newly elected
Directors, provided that written or printed notice of such meeting shall
be given to each of the other Directors in the same manner as provided
in section 23 of these Bylaws with respect to the giving of notice for
special meetings of the Board except that it shall not be necessary to
state the purpose of the meeting in such notice, or (c) regardless of
whether or not the time and place of such meeting shall be suggested or
provided for by resolution of the stockholders, at such time and place
as shall be consented to in writing by all of the newly elected
Directors.
Every Director of the Corporation, upon his/her election, shall qualify
by accepting the office of the Director, and his/her attendance at, or
his/her written approval of the minutes of, any meeting of the Board
subsequent to his/her election shall constitute his/her acceptance of
such office; or he/she may execute such acceptance by a separate
writing, which shall be placed in the minute book.
22. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held
without notice at such times and places either within or without the
State of Kansas as shall from time to time be fixed by resolution
adopted by the full Board of Directors. Any business may be transacted
at a regular meeting.
23. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board, the President, and Vice
President or the Secretary, or by any two (2) or more of the Directors.
The place may be within or without the State of Kansas as designated in
the notice.
24. NOTICE OF SPECIAL MEETINGS. Written or printed notice of each special
meeting of the Board, stating the place, day and hour of the meeting and
the purpose or purposes thereof, shall be mailed to each Director
addressed to him/her at his/her residence or usual place of business at
least three (3) days before the day on which the meeting is to be held,
or shall be sent to him/her by telegram, or delivered to him/her
personally, at least two (2) days before the day on which the meeting is
to be held. If mailed, such notice shall be deemed to be delivered when
it is deposited in the United States mail with postage thereon addressed
to the Director at his/her residence or usual place of business. If
given by telegraph, such notice shall be deemed to be delivered when it
is delivered to the telegraph company. The notice may be given by any
officer having authority to call the meeting. "Notice" and "call" with
respect to such meetings shall be deemed to be synonymous. Any meeting
of the Board of Directors shall be a legal meeting without any notice
thereof having been given if all Directors shall be present.
25. MEETINGS BY CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT.
Unless otherwise restricted by law, the Articles of Incorporation or
these Bylaws, members of the Board of Directors of the Corporation, or
any committee designated by the board, may
<PAGE>
participate in a meeting of the board or committee by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant hereto shall constitute presence in
person at such meeting.
26. QUORUM. Unless otherwise required by law, the Articles of Incorporation
or these Bylaws, a majority of the total number of Directors shall be
necessary at all meetings to constitute a quorum for the transaction of
business, and except as may be otherwise provided by law, the Articles
of Incorporation or these Bylaws, the act of a majority of the Directors
present at any meeting at which there is a quorum shall be the act of
the Board of Directors.
If at least two (2) Directors or one-third (1/3) of the whole Board of
Directors, whichever is greater, is present at any meeting at which a
quorum is not present, a majority of the Directors present at such
meeting shall have power successively to adjourn the meeting from time
to time to a subsequent date, without notice to any Directors other than
announcement at the meeting. At such adjourned meeting at which a quorum
is present, any business may be transacted which might have been
transacted at the original meeting with was adjourned.
27. STANDING OR TEMPORARY COMMITTEES. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board,
designate one (1) or more committees, each committee to consist of one
(1) or more Directors of the Corporation. The Board may designate one
(1) or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of
the Board of Directors or in these Bylaws, shall have and may exercise
all of the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power of authority
of the Board of Directors with respect to amending the Articles of
Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of
a dissolution, or amending the Bylaws of the Corporation; and, unless
the resolution, these Bylaws or the Articles of Incorporation expressly
so provide, no such committee shall have power or authority to declare a
dividend or to authorize the issuance of stock.
Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors. All committees so appointed shall, unless otherwise provided
by the Board of Directors, keep regular minutes of the transactions at
their meetings and shall cause them to be recorded in books kept for
that
<PAGE>
purpose in the office of the Corporation and shall report the same to
the Board of Directors at its next meeting. The Secretary or an
Assistant Secretary of the Corporation may act as Secretary of the
committee if the committee so requests.
28. COMPENSATION. Unless otherwise restricted by the Articles of
Incorporation, the Board of Directors may, by resolution, fix the
compensation to be paid Directors for serving as Directors of the
Corporation and may, by resolution, fix a sum which shall be allowed and
paid for attendance at each meeting of the Board of Directors and may
provide for reimbursement of expenses incurred by Directors in attending
each meeting; provided that nothing herein contained shall be construed
to preclude any Director from serving the Corporation in any other
capacity and receiving his/her regular compensation therefor. Members of
special or standing committees may be allowed similar compensation for
attending committee meetings. Nothing herein contained shall be
construed to preclude any Director or committee member from serving the
Corporation in any other capacity and receiving compensation therefor.
29. RESIGNATIONS. Any Director may resign at any time upon written notice to
the Corporation. Such resignation shall take effect at the time
specified therein or shall take effect upon receipt thereof by the
Corporation if no time is specified therein, and unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
30. INDEMNIFICATION AND LIABILITY OF DIRECTORS AND OFFICERS. Each person who
is or was a Director or officer of the Corporation or is or was serving
at the request of the Corporation as a Director or officer of another
corporation (including the heirs, executors, administrators and estate
of such person) shall be indemnified by the Corporation as of right to
the full extent permitted or authorized by the laws of the State of
Kansas, as now in effect and is hereafter amended, against any
liability, judgment, fine, amount paid in settlement, cost and expense
(including attorneys' fees) asserted or threatened against and incurred
by such person in his/her capacity as or arising out of his/her status
as a Director or officer of the Corporation or, if serving at the
request of the Corporation, as a Director or officer of another
corporation. The indemnification provided by this bylaw provision shall
not be exclusive of any other rights to which those indemnified may be
entitled under the Articles of Incorporation, under any other bylaw or
under any agreement, vote of stockholders or disinterested directors or
otherwise, and shall not limit in any way any right which the
Corporation may have to make different or further indemnification with
respect to the same or different persons or classes of persons.
No person shall be liable to the Corporation for any loss, damage,
liability or expense suffered by it on account of any action taken or
omitted to be taken by him/her as a Director or officer of the
Corporation or of any other corporation which he/she serves as a
Director or officer at the request of the Corporation, if such person
(a) exercised the same degree of care and skill as a prudent man would
have exercised under the circumstances in the conduct of his/her own
affairs, or (b) took or omitted to take such action in reliance upon
advice of counsel for the Corporation, or for such other corporation, or
upon
<PAGE>
statement made or information furnished by Directors, officers,
employees or agents of the Corporation, or of such other corporation,
which he/she had no reasonable grounds to disbelieve.
In the event any provision of this section 30 shall be in violation of
the Investment Company Act of 1940, as amended, or of the rules and
regulations promulgated thereunder, such provisions shall be void to the
extent of such violations.
31. ACTION WITHOUT A MEETING. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if written consent thereto is signed by
all members of the Board of Directors or of such committee, as the case
may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.
32. NUMBERS AND POWERS OF THE BOARD. The property and business of this
Corporation shall be managed by a Board of Directors, and the number of
Directors to constitute the Board shall be not less than six (6) nor
more than nine (9). Directors need not be stockholders. In addition to
the powers and authorities by these Bylaws expressly conferred upon the
Board of Directors, the Board may exercise all such powers of the
corporation and do or cause to be done all such lawful acts and things
as are not by statute or by the Articles of Incorporation or by these
Bylaws prohibited, or required to be exercised or done by the
stockholders only.
33. TERM OF OFFICE. The first Board of Directors shall be elected at the
first duly held meeting of the incorporators and thereafter they shall
be elected at the annual meetings of the stockholders. Except as may
otherwise be provided by law, the Articles of Incorporation or these
Bylaws, each Director shall hold office until the next annual election
and until a successor shall be duly elected and qualified, or until
his/her written resignation shall have been filed with the Secretary of
the Corporation. Each Director, upon his/her election, shall qualify by
accepting the office of Director by executing and filing with the
Corporation a written acceptance of his/her election which shall be
placed in the minute book.
34. WAIVER. Any notice provided or required to be given to the Directors may
be waived in writing by any of them. Attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting except where
he/she attends for the express purpose of objecting to the transaction
of any business thereat because the meeting is not lawfully called or
convened.
OFFICERS
--------
35. (a) OFFICERS -- WHO SHALL CONSTITUTE. The officers of the
Corporation shall be a Chairman of the Board, a President, one or
more Vice Presidents, a Secretary, a Treasurer, one or more
Assistant Secretaries and one or more Assistant Treasurers. The
Board shall
<PAGE>
elect a President, a Secretary and a Treasurer at its first
meeting after each annual meeting of the stockholders. The Board
then, or from time to time, may elect one or more of the other
prescribed officers as it may deem advisable, but need not elect
any officers other than a President, a Secretary and a Treasurer.
The Board may, if it desires, elect or appoint additional officers
and may further identify or describe any one or more of the
officers of the Corporation. In the discretion of the Board of
Directors, the office of Chairman of the Board of Directors may
remain unfilled. The Chairman of the Board of Directors, if any,
shall at all times be, and other officers may be, members of the
Board of Directors.
Officers of the Corporation need not be members of the Board of
Directors. Any two (2) or more offices may be held by the same
person.
An officer shall be deemed qualified when he/she enters upon the
duties of the office to which he/she has been elected or appointed
and furnishes any bond required by the Board; but the Board may
also require his/her written acceptance and promise faithfully to
discharge the duties of such office.
(b) TERM OF OFFICE. Each officer of the Corporation shall hold his/her
office at the pleasure of the Board of Directors or for such other
period as the Board may specify at the time of his/her election or
appointment, or until his/her death, resignation or removal by the
Board, whichever first occurs. In any event, each officer of the
Corporation who is not reelected or reappointed at the annual
election of officers by the Board next succeeding his/her election
or appointment shall be deemed to have been removed by the Board,
unless the Board provides otherwise at the time of his/her
election or appointment.
(c) OTHER AGENTS. The Board from time to time may also appoint such
other agents for the Corporation as it shall deem necessary or
advisable, each of whom shall serve at the pleasure of the Board
or for such period as the Board may specify, and shall exercise
such powers, have such titles and perform such duties as shall be
determined from time to time by the Board or by an officer
empowered by the Board to make such determinations.
36. CHAIRMAN OF THE BOARD. If a Chairman of the Board be elected, he/she
shall preside at all meetings of the stockholders and Directors at which
he/she may be present and shall have such other duties, powers and
authority as any be prescribed elsewhere in these Bylaws. The Board of
Directors may delegate such other authority and assign such additional
duties to the Chairman of the Board, other than those conferred by law
exclusively upon the President, as it may from time to time determine,
and, to the extent permissible by law, the Board may designate the
Chairman of the Board as the Chief Executive Officer of the Corporation
with all of the powers otherwise conferred upon the President of the
Corporation under paragraph 37 of these Bylaws, or it may, from time to
time, divide the responsibilities, duties and authority for the general
control and management of the Corporation's business and affairs between
the Chairman of the Board and the President.
<PAGE>
37. THE PRESIDENT. Unless the Board otherwise provides, the President shall
be the Chief Executive Officer of the Corporation with such general
executive powers and duties of supervision and management as are usually
vested in the office of the Chief Executive Officer of a corporation,
and he/she shall carry into effect all directions and resolutions of the
Board. The President, in the absence of the Chairman of the Board or if
there be no Chairman of the Board, shall preside at all meetings of the
stockholders and Directors.
The President may execute all bonds, notes, debentures, mortgages and
other instruments for and in the name of the Corporation, may cause the
corporate seal to be affixed thereto, and may execute all other
instruments for and in the name of the Corporation.
Unless the Board otherwise provides, the President, or any person
designated in writing by him/her, shall have full power and authority on
behalf of this Corporation (a) to attend and vote or take action at any
meeting of the holders of securities of corporations in which this
Corporation may hold securities, and at such meetings shall possess and
may exercise any and all rights and powers incident to being a holder of
such securities, and (b) to execute and deliver waivers of notice and
proxies for and in the name of the Corporation with respect to any
securities held by this Corporation.
He/she shall, unless the Board otherwise provides, be ex officio a
member of all standing committees.
He/she shall have such other or further duties and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the Board
of Directors.
If a Chairman of the Board be elected or appointed and designated as the
Chief Executive Officer of the Corporation, as provided in paragraph 36
of these Bylaws, the President shall perform such duties as may be
specifically delegated to him/her by the Board of Directors or are
conferred by law exclusively upon him/her, and in the absence,
disability, or inability or refusal to act of the Chairman of the Board,
the President shall perform the duties and exercise the powers of the
Chairman of the Board.
38. VICE PRESIDENT. In the absence of the President or in the event of
his/her disability or inability or refusal to act, any Vice President
may perform the duties and exercise the powers of the President until
the Board otherwise provides. Vice Presidents shall perform such other
duties as the Board may from time to time prescribe.
39. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend all
sessions of the Board and all meetings of the stockholders, shall
prepare minutes of all proceedings at such meetings and shall preserve
them in a minute book of the Corporation. He/she shall perform similar
duties for the executive and other standing committees when requested by
the Board or any such committee.
<PAGE>
It shall be the principal responsibility of the Secretary to give, or
cause to be given, notice of all meetings of the stockholders and of the
Board of Directors, but this shall not lessen the authority of others to
give such notice as is authorized elsewhere in these Bylaws.
The Secretary shall see that all books, records, lists and information,
or duplicates, required to be maintained in Kansas, or elsewhere, are so
maintained.
The Secretary shall keep in safe custody the seal of the Corporation,
and shall have authority to affix the seal to any instrument requiring a
corporate seal and, when so affixed, he/she shall attest the seal by
his/her signature. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his/her signature.
The Secretary shall have the general duties, responsibilities and
authorities of a Secretary of a Corporation and shall perform such other
duties and have such other responsibility and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the Board
of Directors or the Chief Executive Officer of the Corporation, under
whose direct supervision (s)he shall be.
In the absence of the Secretary or in the event of his/her disability,
or inability or refusal to act, any Assistant Secretary may perform the
duties and exercise the powers of the Secretary until the Board
otherwise provides. Assistant Secretaries shall perform such other
duties as the Board of Directors may from time to time prescribe.
40. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have
responsibility for the safekeeping of the funds and securities of the
Corporation, shall keep or cause to be kept full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and
shall keep, or cause to be kept, all other books of account and
accounting records of the Corporation. He/she shall deposit or cause to
be deposited all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated
by the Board of Directors or by any officer of the Corporation to whom
such authority has been granted by the Board.
He/she shall disburse, or permit to be disbursed, the funds of the
Corporation as may be ordered, or authorized generally, by the Board,
and shall render to the Chief Executive Officer of the Corporation and
the Directors whenever they may require it, an account of all his/her
transactions as Treasurer and of those under his/her jurisdiction, and
of the financial condition of the Corporation.
He/she shall perform such other duties and shall have such other
responsibility and authority as may be prescribed elsewhere in these
Bylaws or from time to time by the Board of Directors.
<PAGE>
He/she shall have the general duties, powers and responsibility of a
Treasurer of a corporation and shall, unless otherwise provided by the
Board, be the Chief Financial and Accounting Officer of the Corporation.
If required by the Board, he/she shall give the Corporation a bond in a
sum and with one or more sureties satisfactory to the Board, for the
faithful performance of the duties of his/her office and for the
restoration to the Corporation, in the case of his/her death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his/her
possession or under his/her control which belong to the Corporation.
In the absence of the Treasurer or in the event of his/her disability,
or inability or refusal to act, any Assistant Treasurer may perform the
duties and exercise the powers of the Treasurer until the Board
otherwise provides. Assistant Treasurers shall perform such other duties
and have such other authority as the Board of Directors may from time to
time prescribe.
41. DUTIES OF OFFICERS MAY BE DELEGATED. If any officer of the Corporation
be absent or unable to act, or for any other reason that the Board may
deem sufficient, the Board may delegate, for the time being, some or all
of the functions, duties, powers and responsibilities of any officer to
any other officer, or to any other agent or employee of the Corporation
or other responsible person, provided a majority of the whole Board
concurs.
42. REMOVAL. Any officer or agent elected or appointed by the Board of
Directors, and any employee, may be removed or discharged by the Board
whenever in its judgment the best interests of the Corporation would be
served thereby, but such removal or discharge shall be without prejudice
to the contract rights, if any, of the person so removed or discharged.
43. SALARIES AND COMPENSATION. Salaries and compensation of all elected
officers of the Corporation shall be fixed, increased or decreased by
the Board of Directors, but this power, except as to the salary or
compensation of the Chairman of the Board and the President, may, unless
prohibited by law, be delegated by the Board to the Chairman of the
Board or the President, or may be delegated to a committee. Salaries and
compensation of all appointed officer, agents, and employees of the
Corporation may be fixed, increased or decreased by the Board of
Directors, but until action is taken with respect thereto by the Board
of Directors the same fixed, increased or decreased by the Chairman of
the Board, the President or such other officer or officers as may be
empowered by the Board of Directors to do so.
44. DELEGATION OF AUTHORITY TO HIRE, DISCHARGE AND DESIGNATE DUTIES. The
Board from time to time may delegate to the Chairman of the Board, the
President or other officer or executive employee of the Corporation,
authority to hire, discharge and fix and modify the duties, salary or
other compensation of employees of the Corporation under their
jurisdiction, and the Board may delegate to such officer or executive
employee similar authority with respect
<PAGE>
to obtaining and retaining for the Corporation the services of
attorneys, accountants and other experts.
STOCK
-----
45. CERTIFICATES FOR SHARES OF STOCK. Certificates for shares of stock shall
be issued in numerical order, and each stockholder shall be entitled to
a certificate signed by, or in the name of the Corporation by, the
Chairman of the Board or the President or a Vice President, and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, certifying the number of shares owned by him/her. To the
extent permitted by statute, any of or all of the signatures on such
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as if
such officer, transfer agent or registrar who signed such certificate,
or whose facsimile signature shall have been used thereon, had not
ceased to be such officer, transfer agent or registrar of the
Corporation.
46. TRANSFERS OF STOCK. Transfers of stock shall be made only upon the
transfer books of the Corporation, kept at the office of the Corporation
or of the transfer agent designated to transfer the class of stock, and
before a new certificate is issued the old certificate shall be
surrendered for cancellation. Until and unless the Board appoints some
other person, firm or corporation as its transfer agent (and upon the
revocation of any such appointment, thereafter, until a new appointment
is similarly made) the Secretary of the Corporation shall be the
transfer agent of the Corporation without the necessity of any formal
action of the Board, and the Secretary, or any person designated by
him/her, shall perform all of the duties thereof.
47. REGISTERED STOCKHOLDERS. Only registered stockholders shall be entitled
to be treated by the Corporation as the holders and owner in fact of the
shares standing in their respective names, and the Corporation shall not
be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as expressly provided by
the laws of Kansas.
48. LOST CERTIFICATES. The Board of Directors may authorize the Secretary to
direct that a new certificate or certificates be issued in place of any
certificate or certificates theretofore issued by the Corporation,
alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of the fact by the person claiming the certificate or
certificates to be lost, stolen or destroyed. When authorizing such
issue of a replacement certificate or certificates, the Secretary may,
as a condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate or certificates, or his/her
legal representative, to give the Corporation and its transfer agents
and registrars, if any, a bond in such sum as it may direct to indemnify
it against any claim that may be made against it with respect to the
certificate or certificates alleged to have been lost, stolen or
destroyed, or with respect to the issuance of such new certificate or
certificates.
<PAGE>
49. REGULATIONS. The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning
the issue, transfer, conversion and registration of certificates for
shares of stock of the Corporation, not inconsistent with the laws of
the State of Kansas, the Articles of Incorporation of the Corporation
and these Bylaws.
50. FIXING RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the
Board of Directors may fix, in advance, a record date, which shall not
be more than sixty (60) days not less than ten (10) days before the date
of such meeting, nor more than sixty (60) days prior to any other
action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
DIVIDENDS AND FINANCE
---------------------
51. DIVIDENDS. Dividends upon the outstanding shares of stock of the
Corporation, subject to the provisions of the Articles of Incorporation
and of any applicable law and of these Bylaws, may be declared by the
Board of Directors at any meeting. Subject to such provisions, dividends
may be paid in cash, in property, or in shares of stock of the
Corporation.
52. CREATION OF RESERVES. The Directors may set apart out of any of the
funds of the Corporation available for dividends a reserve or reserves
for any proper purpose or may abolish any such reserve in the manner in
which it was created.
53. DEPOSITORIES. The moneys of the Corporation shall be deposited in the
name of the Corporation in such bank or banks or other depositories as
the Board of Directors shall designate, and shall be drawn out only by
check signed by persons designated by resolution adopted by the Board of
Directors, except that the Board of Directors may delegate said powers
in the manner hereinafter provided in this bylaw 53. The Board of
Directors may by resolution authorize an officer or officers of the
Corporation to designate any bank or banks or other depositories in
which moneys of the Corporation may be deposited, and to designate the
persons who may sign checks drawn on any particular account or accounts
of the Corporation, whether created by direct designation of the Board
of Directors or by authorized officer or officers as aforesaid.
54. FISCAL YEAR. The Board of Directors shall have power to fix and from
time to time change the fiscal year of the Corporation. In the absence
of action by the Board of Directors, the fiscal year of the Corporation
shall end each year on the date which the Corporation treated
<PAGE>
as the close of its first fiscal year, until such time, if any, as the
fiscal year shall be changed by the Board of Directors.
55. DIRECTORS' STATEMENT. The Board of Directors may present at each annual
meeting of the stockholders, and when called for by vote of the
stockholders shall present to any annual or special meeting of the
stockholders, a full and clear statement of the business and condition
of the Corporation.
56. FIXING OF CAPITAL, TRANSFERS OF SURPLUS. Except as may be specifically
otherwise provided in the Articles of Incorporation, the Board of
Directors is expressly empowered to exercise all authority conferred
upon it or the Corporation by any law or statute, and in conformity
therewith, relative to:
(a) the determination of what part of the consideration received for
shares of the Corporation shall be capital;
(b) increasing or reducing capital;
(c) transferring surplus to capital or capital to surplus;
(d) all similar or related matters;
provided that any concurrent action or consent by or of the Corporation
and its stockholders required to be taken or given pursuant to law shall
be duly taken or given in connection therewith.
57. LOANS TO OFFICERS AND DIRECTORS PROHIBITED. The Corporation shall not
loan money to any officer or director of the Corporation.
58. BOOKS, ACCOUNTS AND RECORDS. The books, accounts and records of the
Corporation, except as may be otherwise required by the laws of the
State of Kansas, may be kept outside the State of Kansas, at such place
or places as the Board of Directors may from time to time determine. The
Board of Directors shall determine whether, to what extent and the
conditions upon which the book, accounts and records of the Corporation,
or any of them, shall be open to the inspection of the stockholders, and
no stockholder shall have any right to inspect any book, account or
record of the Corporation, except as conferred by law or by resolution
of the stockholders or Directors.
INVESTMENT AND MANAGEMENT POLICIES
----------------------------------
59. CUSTODY OF SECURITIES. Without limitation as to any restriction imposed
by the Articles of Incorporation of the Corporation or by operation of
law on the conduct of the Corporation's investment company business, the
custody of the Corporation's securities shall be subject to the
following requirements:
<PAGE>
(a) The securities of the Corporation shall be placed in the custody
and care of a custodian which shall be a bank or trust company
having not less than $2,000,000 aggregate capital, surplus and
undivided profits.
(b) Upon the resignation or inability to serve of the custodian, the
officers and directors shall be required to use their best efforts
to locate a successor, to whom all cash and securities must be
delivered directly, and in the event that no successor can be
found, to submit to stockholders the question of whether the
corporation should be liquidated or shall function without a
custodian.
(c) Any agreement with the custodian shall require it to deliver
securities owned by the Corporation only (1) upon sale of such
securities for the account of the Corporation and receipt of
payment; (2) to the broker or dealer selling the securities in
accordance with "street delivery" custom; (3) on redemption,
retirement of maturity; (4) on conversion or exchange into other
securities pursuant to a conversion or exchange privilege, or plan
of merger, consolidation, reorganization, recapitalization,
readjustment, share split-up, change of par value, deposit in or
withdrawal from a voting trust, or similar transaction or event
affecting the issuer; or (5) pursuant to the redemption in kind of
any securities of the Corporation.
(d) Any agreement with the custodian shall require it to deliver funds
of the Corporation only (1) upon the purchase of securities for
the portfolio of the Corporation and delivery of such securities
to the custodian, or (2) for the redemption of shares by the
Corporation, the payment of interest, dividend disbursements,
taxes, management fees, the making of payments in connection with
the conversion, exchange or surrender of securities owned by the
Corporation and the payment of operating expenses of the
Corporation.
60. RESTRICTIONS ON THE INVESTMENT OF FUNDS. Without limitation as to any
restrictions imposed by the Articles of Incorporation of the Corporation
or by operation of law on the conduct of the Corporation's investment
company business, the officers and Directors of the Corporation shall
not permit the Corporation to take any action not permitted by its
fundamental investment policies, as amended, set forth in the
Corporation's registration statement.
61. DISTRIBUTION OF EARNINGS.
A. The Directors by appropriate resolution shall from time to time
distribute the net earnings of the Corporation to its shareholders
pro-rata by mailing checks to the shareholders at the address
shown on the books of the Company.
B. In addition to paying all current expenses, it shall be the duty
of the officers and Directors to set up adequate reserves to cover
taxes, auditors' fees, and any and all necessary expenses that can
be anticipated but are not currently payable, and same shall be
deducted from gross earnings before net earnings may be
distributed.
<PAGE>
C. If any of the net earnings of this Corporation is profit from sale
of its securities or from any source that would be considered as
capital gains, this information shall be clearly revealed to the
stockholders and the basis of calculation of such gains set forth.
D. The officers and Directors shall distribute not less than that
amount of net earnings of this Corporation to its shareholders as
may be required or advisable under applicable law and special
distribution of net earnings may be made at the discretion of the
Directors at any time to meet this requirement or for any other
reason.
62. UNDERWRITING OR PRINCIPAL BROKER AGREEMENT.
A. The officers and Directors of this Corporation shall not enter
into an agreement or contract with any person or corporation to
act as underwriter or principal broker for the sale and/or
distribution of its shares, unless said person or corporation is
fully qualified as a broker and has net all the requirements of
the Kansas Corporation Commission and United States Securities and
Exchange Commission and is currently in good standing with said
Commissions.
B. No commission, sales load or discount from the offering price of
said shares shall be greater than that which is permitted under
the Investment Company Act of 1940 and the rules, regulations and
orders promulgated thereunder.
C. Any such contract so made shall not endure for a period of more
than on year, unless such extension has been duly ratified and
approved by a majority vote of the Directors of the Corporation,
and such contract shall contain a provision that it may be
terminated for cause upon sixty days written notice by either
party.
MISCELLANEOUS
-------------
63. WAIVER OF NOTICE. Whenever any notice is required to be given under the
provisions of the statutes of Kansas, or of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, Directors or
members of a committee of directors need be specified in any written
waiver of notice unless so required by the Articles of Incorporation of
these Bylaws.
64. CONTRACTS. The Board of Directors may authorize any officer or officers,
or agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and
<PAGE>
on behalf of the Corporation, and such authority may be general or
confined to specific instances.
65. AMENDMENTS. These Bylaws may be altered, amended or repealed, or new
Bylaws may be adopted, in any of the following ways: (i) by the holders
of a majority of the outstanding shares of stock of the Corporation
entitled to vote, or (ii) by a majority of the full Board of Directors
and any change so made by the stockholders may thereafter be further
changed by a majority of the directors; provided, however, that the
power of the Board of Directors to alter, amend or repeal the Bylaws, or
to adopt new Bylaws, may be denied as to any Bylaws or portion thereof
as the stockholders shall so expressly provide.
CERTIFICATE
-----------
The undersigned Secretary of Security Cash Fund, a Kansas Corporation,
hereby certifies that the foregoing Bylaws are the amended/restated Bylaws of
said Corporation adopted by the Directors of the Corporation.
Dated: February 3, 1995
Amy J. Lee
-----------------------------------
Amy J. Lee
Secretary
<PAGE>
ADMINISTRATIVE SERVICES AND
---------------------------
TRANSFER AGENCY AGREEMENT
-------------------------
This Agreement, made and entered into this 1st day of April, 1987, by and
between Security Cash Fund, a Kansas corporation ("Fund"), and Security
Management Company, a Kansas corporation, ("SMC").
WHEREAS, the Fund is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940; and
WHEREAS, Security Management Company is willing to provide general
administrative, fund accounting, transfer agency, and dividend disbursing
services to the Fund under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties agree as follows:
1. EMPLOYMENT OF SECURITY MANAGEMENT COMPANY
SMC will provide the Fund with general administrative, fund accounting,
transfer agency, and dividend disbursing services described and set
forth in Schedule A attached hereto and made a part of this agreement
by reference. SMC agrees to maintain sufficient trained personnel and
equipment and supplies to perform such services in conformity with the
current prospectus of the Fund and such other reasonable standards of
performance as the Fund may from time to time specify, and otherwise in
an accurate, timely, and efficient manner.
2. COMPENSATION
As consideration for the services described in Section I, the Fund
agrees to pay SMC a fee as described and set forth in Schedule B
attached hereto and made a part of this agreement by reference, as it
may be amended from time to time, such fee to be calculated and accrued
daily and payable monthly.
3. EXPENSES
A. EXPENSES OF SMC. SMC shall pay all of the expenses incurred in
providing Fund the services and facilities described in this
agreement, whether or not such expenses are billed to SMC or the
fund, except as otherwise provided herein.
B. DIRECT EXPENSES. Anything in this agreement to the contrary
notwithstanding, the Fund shall pay, or reimburse SMC for the
payment of, the following described expenses of the Fund
(hereinafter called "direct expenses") whether or not billed to
the Fund, SMC or any related entity:
<PAGE>
1. Fees and expenses of its independent directors and the
meetings thereof;
2. Fees and costs of investment advisory services;
3. Fees and costs of independent auditors and income tax
preparation;
4. Fees and costs of outside legal counsel and any legal counsel
directly employed by the Fund or its Board of Directors;
5. Custodian and banking services, fees and costs;
6. Costs of printing and mailing prospectuses to existing
shareholders, proxy statements and other reports to
shareholders, where such costs are incurred through the use of
unaffiliated vendors or mail services.
7. Fees and costs for the registration of its securities with the
Securities and Exchange Commission and the jurisdictions in
which it qualifies its share for sale, including the fees and
costs of registering and bonding brokers, dealers and salesmen
as required;
8. Dues and expenses associated with membership in the Investment
Company Institute;
9. Expenses of fidelity and liability insurance and bonding
covering Fund;
10. Organizational costs.
4. INSURANCE
The Fund and SMC agree to procure and maintain, separately or as joint
insureds with themselves, their directors, employees, agents and
others, and other investment companies for which SMC acts as investment
advisor and transfer agent, a policy or policies of insurance against
loss arising from breaches of trust, errors and omissions, and a
fidelity bond meeting the requirements of the Investment Company Act of
1940, in the amounts and with such deductibles as may be agreed upon
from time to time, and to pay such portions of the premiums therefor as
amount of the coverage attributable to each party is to the aggregate
amount of the coverage for all parties.
5. REGISTRATION AND COMPLIANCE
A. SMC represents that as of the date of this agreement it is
registered as a transfer agent with the Securities and Exchange
Commission ("SEC") pursuant to Subsection 17A of the Securities
and Exchange Act of 1934 and the rules and regulations thereunder,
and agrees to maintain said registration and comply with all
<PAGE>
of the requirements of said Act, rules and regulations so long as
this agreement remains in force.
B. The Fund represents that it is a diversified management investment
company registered with the SEC in accordance with the Investment
Company Act of 1940 and the rules and regulations thereunder, and
authorized to sell its shares pursuant to said Act, the Securities
Act of 1933 and the rules and regulations thereunder.
6. LIABILITIES AND INDEMNIFICATION
SMC shall be liable for any actual losses, claims, damages or expenses
(including any reasonable counsel fees and expenses) resulting from
SMC's bad faith, willful misfeasance, reckless disregard of its
obligations and duties, negligence or failure to properly perform any
of its responsibilities or duties under this agreement. SMC shall not
be liable and shall be indemnified and held harmless by the Fund, for
any claim, demand or action brought against it arising out of, or in
connection with:
A. Bad faith, willful misfeasance, reckless disregard of its duties
or negligence of the Board of Directors of the Fund, or SMC's
acting upon any instructions properly executed and authorized by
the Board of Directors of the Fund;
B. SMC acting in reliance upon advice given by independent counsel
retained by the Board of Directors of the Fund.
In the event that SMC requests the Fund to indemnify or hold it
harmless hereunder, SMC shall use its best efforts to inform the Fund
of the relevant facts concerning the matter in question. SMC shall use
reasonable care to identify and promptly notify the Fund concerning any
matter which presents, or appears likely to present, a claim for
indemnification against the Fund.
The Fund shall have the election of defending SMC against any claim
which may be the subject of indemnification hereunder. In the event the
Fund so elects, it will so notify SMC and thereupon the Fund shall take
over defenses of the claim, and (if so requested by the Fund, SMC shall
incur no further legal or other claims related thereto for which it
would be entitled to indemnity hereunder provided, however, that
nothing herein contained shall prevent SMC from retaining, at its own
expense, counsel to defend any claim. Except with the Fund's prior
consent, SMC shall in no event confess any claim or make any compromise
in any matter in which the Fund will be asked to indemnify or hold SMC
harmless hereunder.
PUNITIVE DAMAGES. SMC shall not be liable to the Fund, or any
third party, for punitive, exemplary, indirect, special or
consequential damages (even if SMC has been advised of the
possibility of such damages) arising from its obligations and the
services provided under this agreement, including but not limited
to loss of profits,
<PAGE>
loss of use of the shareholder accounting system, cost of capital
and expenses of substitute facilities, programs or services.
FORCE MAJEURE. Anything in this agreement to the contrary
notwithstanding, SMC shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including
but not limited to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, earthquake,
acts of God, insurrection, war, riot, failure of communication or
interruption.
7. DELEGATION OF DUTIES
SMC may, at its discretion, delegate, assign or subcontract any of the
duties, responsibilities and services governed by this agreement, to
its parent company, Security Benefit Group, Inc., whether or not by
formal written agreement. SMC shall, however, retain ultimate
responsibility to the Fund, and shall implement such reasonable
procedures as may be necessary, for assuring that any duties,
responsibilities or services so assigned, subcontracted or delegated
are performed in conformity with the terms and conditions of this
agreement.
8. AMENDMENT
This agreement and the schedules forming a part hereof may be amended
at any time, without shareholder approval, by a writing signed by each
of the parties hereto. Any change in the Fund's registration statements
or other documents of compliance or in the forms relating to any plan,
program or service offered by its current prospectus which would
require a change in SMC's obligations hereunder shall be subject to
SMC's approval, which shall not be unreasonably withheld.
9. TERMINATION
This agreement may be terminated by either party without cause upon 120
days' written notice to the other, and at any time for cause in the
event that such cause remains unremedied for more than 30 days after
receipt by the other party of written specification of such cause.
In the event Fund designates a successor to any of SMC's obligations
hereunder, SMC shall, at the expense and pursuant to the direction of
the Fund, transfer to such successor all relevant books, records and
other data of Fund in the possession or under the control of SMC.
10. SEVERABILITY
If any clause or provision of this agreement is determined to be
illegal, invalid or unenforceable under present or future laws
effective during the term hereof, then such
<PAGE>
clause or provision shall be considered severed herefrom and the
remainder of this agreement shall continue in full force and effect.
11. TERM
This agreement initially shall become effective upon its approval by a
majority vote of the Board of Directors of the Fund, including a
majority vote of the Directors who are not "interested persons" of Fund
or SMC, as defined in the Investment Company Act of 1940, and shall
continue until terminated pursuant to its provisions.
12. APPLICABLE LAW
This agreement shall be subject to and construed in accordance with the
laws of the State of Kansas.
SECURITY MANAGEMENT COMPANY
BY: EVERETT S. GILLE, PRESIDENT
---------------------------
ATTEST:
Barbara W. Rankin, Secretary
SECURITY CASH FUND
BY: EVERETT S. GILLE, PRESIDENT
---------------------------
ATTEST:
Barbara W. Rankin, Secretary
<PAGE>
SCHEDULE A
ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT
Schedule of Administrative and Fund Accounting
Facilities and Services
Security Management Company agrees to provide the Fund the following
Administrative facilities and services:
1. FUND AND PORTFOLIO ACCOUNTING
A. Maintenance of Fund General Ledger and Journal.
B. Preparing and recording disbursements for direct fund expenses.
C. Preparing daily money transfers.
D. Reconciliation of all Fund bank and custodian accounts.
E. Assisting Fund independent auditors as appropriate.
F. Prepare daily projection of available cash balances.
G. Record trading activity for purposes of determining net asset values
and daily dividend.
H. Prepare daily portfolio evaluation report to value portfolio
securities and determine daily accrued income.
I. Determine the daily net asset value per share.
J. Determine the daily, monthly, quarterly, semiannual or annual
dividend per share.
K. Prepare monthly, quarterly, semiannual and annual financial
statements.
L. Provide financial information for reports to the securities and
exchange commission in compliance with the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, the
Internal Revenue Service and other regulatory agencies as required.
M. Provide financial, yield, net asset value, etc. information to NASD
and other survey and statistical agencies as instructed by the Fund.
<PAGE>
N. Report to the Audit Committee of the Board of Directors, if
applicable.
2. LEGAL
A. Provide registration and other administrative services necessary to
qualify the shares of the Fund for sale in those jurisdictions
determined from time to time by the Fund's Board of Directors
(commonly known as "Blue Sky Registration").
B. Provide registration with and reports to the Securities and Exchange
Commission in compliance with the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933.
C. Prepare and review Fund prospectus and Statement of Additional
Information.
D. Prepare proxy statements and oversee proxy tabulation for annual
meetings.
E. Prepare Board materials and maintain minutes of Board meetings.
F. Draft, review and maintain contractual agreements between Fund and
Investment Advisor, Custodian, Distributor and Transfer Agent.
G. Oversee printing of proxy statements, financial reports to
shareholders, prospectuses and Statements of Additional Information.
H. Provide legal advice and oversight regarding shareholder
transactions, administrative services, compliance with contractual
agreements and the provisions of the 1940 and 1933 Acts.
(Notwithstanding the above, outside counsel for the Funds may provide the
services listed above as a direct Fund expense or at the option of the
Funds, the Funds may employ their own counsel to perform any of these
services.)
<PAGE>
SCHEDULE OF SHARE TRANSFER AND DIVIDEND DISBURSING SERVICES
Security Management Company agrees to provide the Fund the following transfer
agency and dividend disbursing services:
1. Maintenance of shareholder accounts, including processing of new accounts.
2. Posting address changes and other file maintenance for shareholder
accounts.
3. Posting all transactions to the shareholder file, including:
A. Direct purchases
B. Wire order purchases
C. Direct redemptions
D. Wire order redemptions
E. Draft redemptions
F. Direct exchanges
G. Transfers
H. Certificate issuances
I. Certificate deposits
4. Monitor fiduciary processing, insuring accuracy and deduction of fees.
5. Prepare daily reconciliations of shareholder processing to money movement
instructions.
6. Handle bounced check collections. Immediately liquidate shares purchased
and return to the shareholder the check and confirmation of the
transaction.
7. Issuing all checks and stopping and replacing lost checks.
8. Draft clearing services.
A. Maintenance of signature cards and appropriate corporate resolutions.
B. Comparison of the signature on the check to the signatures on the
signature card for the purpose of paying the face amount of the check
only.
<PAGE>
C. Receiving checks presented for payment and liquidating shares after
verifying account balance.
D. Ordering checks in quantity specified by the Fund for the
shareholder.
9. Mailing confirmations, checks and/or certificates resulting from
transaction requests to shareholders.
10. Performing all of the Fund's other mailings, including:
A. Dividend and capital gain distributions.
B. Semiannual and annual reports.
C. 1099/year-end shareholder reporting.
D. Systematic withdrawal plan payments.
E. Daily confirmations.
11. Answering all service related telephone inquiries from shareholders and
others, including:
A. General and policy inquiries (research and resolve problems).
B. Fund yield inquiries.
C. Taking shareholder processing requests and account maintenance
changes by telephone as described above.
D. Submit pending requests to correspondence.
E. Monitor online statistical performance of unit.
F. Develop reports on telephone activity.
12. Respond to written inquiries (research and resolve problems), including:
A. Initiate shareholder account reconciliation proceeding when
appropriate.
B. Notify shareholder of bounced investment checks.
C. Respond to financial institutions regarding verification of deposit.
D. Initiate proceedings regarding lost certificates.
<PAGE>
E. Respond to complaints and log activities.
F. Correspondence control.
13. Maintaining and retrieving all required past history for shareholders and
provide research capabilities as follows:
A. Daily monitoring of all processing activity to verify back-up
documentation.
B. Provide exception reports.
C. Microfilming.
D. Storage, retrieval and archive.
14. Prepare materials for annual meetings.
A. Address and mail annual proxy and related material.
B. Prepare and submit to Fund and affidavit of mailing.
C. Furnish certified list of shareholders (hard copy or microfilm) and
inspectors of election.
15. Report and remit as necessary for state escheat requirements.
Approved: Fund SMC EVERETTE S. GILLE
-------------------------- -------------------------
<PAGE>
- --------------------------------------------------------------------------------
MODEL:
MAINTENANCE FEE............................. $8.00
TRANSACTIONS................................ $1.00
DIVIDENDS................................... $0.50
ADMINISTRATION FEE.......................... 0.00050
(BASED ON DAILY NET ASSET VALUE)
- --------------------------------------------------------------------------------
MASTER WORKSHEET CASH FUND
--------------------------
1986:
TRANSACTIONS - 33,766
DIVIDENDS - 83,416
SHAREHOLDER ACCTS - 6,396
AVERAGE NET ASSETS - 50,061,977.38
INCOME - 3,319,777.00
EXPENSES - 494,762.00
SERVICE FEES - 151,359.00
1986 1986
SERVICE TRANSFER & EXPENSE EXPENSE
FEES ADMINISTRATION RATIO RATIO
ACTUAL MODEL DIFFERENCE ACTUAL MODEL
---------------------------------------------------------------------
CASH FUND 151,359.00 151,672.99 313.99 0.988% 0.989%
<PAGE>
AMENDMENT TO ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT
WHEREAS, Security Cash Fund (hereinafter referred to as the "Fund") and Security
Management Company (hereinafter referred to as "SMC") are parties to an
Administrative Services and Transfer Agency Agreement dated April 1, 1987, as
amended May 5, 1989, (the "Administrative Services Agreement") under which SMC
agrees to provide general administrative, fund accounting, transfer agency, and
dividend disbursing services to the Fund in return for the compensation
specified in the Administrative Services Agreement; and
WHEREAS, on July 27, 1990, the Board of Directors of the Fund voted to amend the
Administrative Services Agreement to provide for payment by the Fund of the fees
of only those directors who are not "interested persons" of the Fund;
NOW THEREFORE, the Fund and SMC hereby amend the Administrative Services
Agreement, dated April 1, 1987, effective July 27, 1990, as follows:
Paragraph 3.B.1. shall be deleted in its entirety and the following
paragraph inserted in lieu thereof:
3. EXPENSES
B. DIRECT EXPENSES
1. Fees and expenses of its directors (except the fees of
those directors who are deemed to be "interested
persons" of the Fund as that term is defined in the
Investment Company Act of 1940) and the meetings
thereof;
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Services Agreement this 27th day of July, 1990.
SECURITY CASH FUND
By: MICHAEL J. PROVINES, PRESIDENT
------------------------------
Attest:
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY
By: MICHAEL J. PROVINES, PRESIDENT
------------------------------
Attest:
Amy J. Lee, Secretary
<PAGE>
AMENDMENT TO ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT
WHEREAS, Security Cash Fund (hereinafter referred to as the "Fund") and Security
Management Company (hereinafter referred to as "SMC") are parties to an
Administrative Services and Transfer Agency Agreement dated April 1, 1987, as
amended, (the "Administrative Agreement"), under which SMC provides general
administrative, fund accounting, transfer agency and dividend disbursing
services to the Fund in return for the compensation specified in the
Administrative Agreement;
WHEREAS, on February 2, 1996, the Board of Directors of the Fund voted to amend
the Administrative Agreement to provide for payment by the Fund for costs
associated with preparing and transmitting electronic filings to the Securities
and Exchange Commission or any other regulating authority;
NOW THEREFORE, the Fund and SMC hereby amend paragraph 3B of the Administrative
Agreement, effective February 2, 1996, by adding the following language at the
end of paragraph 3B:
11. Costs associated with the preparation and transmission of
any electronic filings to the Securities and Exchange
Commission or any other regulating authority.
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Agreement this 2nd day of February, 1996.
SECURITY CASH FUND
By: John D. Cleland
-------------------------------
John D. Cleland, President
ATTEST:
Amy J. Lee
- --------------------------------------
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY
By: Jeffrey B. Pantages
-------------------------------
Jeffrey B. Pantages, President
ATTEST:
Amy J. Lee
- --------------------------------------
Amy J. Lee, Secretary
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors" in the Registration Statement (Form N-1A)
and related prospectus of Security Cash Fund and to the incorporation by
reference of our report dated January 26, 1996, with respect to the financial
statements of Security Cash Fund included in its Annual Report to Shareholders
for the year ended December 31, 1995.
Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
February 29, 1996
<PAGE>
Item 24.b. Exhibit (16)
SECURITY CASH FUND
CASH FUND YIELD FIGURES AS OF DECEMBER 31, 1995
CURRENT 7-DAY YIELD
- -------------------
(.00097493) (365)
------------- ---
( 1 ) ( 7 ) = .0508 = 5.08%
Determined by computing the net change in the value of a hypothetical account
having a balance of one share at the beginning of the period and dividing the
change by the value of the account at the beginning of the period to obtain a
return, and multiplying the return by 365/7.
[(1.00097493 365/7))] - 1 = .050835 = 5.08%
Determined by computing the net change in the value of a hypothetical account
having a balance of one share at the beginning of the 7-day period and
compounding the return by adding 1, raising the sum to a power equal to 365/7
and subtracting 1 from the result.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000317977
<NAME> SECURITY CASH FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 39,346
<INVESTMENTS-AT-VALUE> 39,346
<RECEIVABLES> 799
<ASSETS-OTHER> 458
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 40,603
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,445
<TOTAL-LIABILITIES> 2,445
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,158
<SHARES-COMMON-STOCK> 38,158
<SHARES-COMMON-PRIOR> 58,101
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 38,158
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,020
<OTHER-INCOME> 0
<EXPENSES-NET> 503
<NET-INVESTMENT-INCOME> 2,517
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 2,517
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 347,493
<DISTRIBUTIONS-OTHER> (369,916)
<NUMBER-OF-SHARES-SOLD> 2,480
<NUMBER-OF-SHARES-REDEEMED> (19,944)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 254
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 521
<AVERAGE-NET-ASSETS> 50,828
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .049
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .049
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
