SECURITY CASH FUND
N-30D, 1997-03-10
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<PAGE>

SECURITY FUNDS

ANNUAL REPORT

DECEMBER 31, 1996

SECURITY INCOME FUND
  - CORPORATE BOND SERIES
  - U.S. GOVERNMENT SERIES
  - LIMITED MATURITY BOND SERIES
  - GLOBAL AGGRESSIVE BOND SERIES
  - HIGH YIELD BOND SERIES

SECURITY TAX-EXEMPT FUND

SECURITY CASH FUND



[SDI LOGO]

<PAGE>

PRESIDENT'S LETTER
- --------------------------------------------------------------------------------
SECURITY FUNDS

FEBRUARY 15, 1997

[PHOTO OF JOHN CLELAND]
JOHN CLELAND

Dear Shareholder:

     1996 was not a particularly good year for fixed income investors.  Interest
rates fluctuated dramatically throughout the year, with the thirty-year Treasury
bond  beginning the year at 5.94% and ending it 70 basis points higher at 6.64%.
Only in the global fixed income markets did we see attractive returns.  The U.S.
markets  continued  to be ruled by  investors'  fears about the  reemergence  of
inflationary  pressures  and  expectations  as to the  future  rate of  economic
growth.  Although growth was moderate and inflation remained well under control,
the fear, rather than the fact, dominated bond market movements.

1997 OUTLOOK FOR FIXED INCOME

     We believe the fixed income outlook for 1997 is much better. We expect that
last  year's  moderate  inflation  levels  will  remain in place for some  time.
Consumer spending,  a primary force behind rising inflation,  will be restrained
by the high  household  debt  levels  now in place.  Although  many  people  are
experiencing the "wealth effect" of strong stock markets, these individuals tend
to be savers rather than spenders and are content to watch their earnings grow.

BALANCED BUDGET PROSPECTS IMPROVING

     A strong positive for bond markets is the likelihood that a balanced budget
proposal will become  reality in 1997.  Sentiment is strong on both sides of the
congressional  aisle, and since 1997 is not an election year, the possibility of
bipartisan  agreement is greater than usual.  Should a balanced  budget  package
become a reality,  the promise of reduced Federal  spending lowers the potential
for inflation and pleases fixed income investors.

DECLINING GLOBAL INTEREST RATES 

     An  additional  plus for fixed income is the outlook for  declining  global
interest rates as inflation drops in many countries around the world, and as the
European  nations work to meet  criteria  for entry into the  European  Monetary
Union.  Many of these nations have reduced their debt levels,  allowing interest
rates to come down in the process.  They will  continue  along this track as the
January,  1998 date for selection of participants in the EMU approaches.

     In our opinion,  all of these factors  combined make an excellent  backdrop
for favorable fixed income  performance in the year ahead. As always,  we invite
your comments and questions.

Sincerely,


John Cleland
President, Security Funds

                                       1
<PAGE>

MANAGERS' COMMENTARY
- --------------------------------------------------------------------------------
SECURITY FUNDS

FEBRUARY 15, 1997

SECURITY INCOME FUND
CORPORATE BOND SERIES

At the  beginning  of 1996 the  Corporate  Bond  Series'  average  maturity  and
duration were long relative to our benchmark index,  anticipating a continuation
of the previous  year's low inflation,  moderate  economic  growth and declining
interest  rates.  At that time the yield on the  thirty-year  Treasury  bond was
5.94%.  The first major economic  release for the year,  the January  employment
figures,  shocked bond investors when it showed much higher levels of employment
than expected. This set the tone for a year of uncertainty about economic growth
and inflation. The long Treasury bond rose to a high of almost 7.20% in June and
again in July.  It  closed  the year  down from  that  level,  but at 6.64%,  it
remained well above its opening level for the year.

EARLY STEPS TO READJUST THE PORTFOLIO

In February we began  shortening  the maturity  structure of the portfolio to be
more in line with that of the benchmark  index and with our peers.  In addition,
we started purchasing issues in three  newly-approved  asset classes,  including
U.S.  dollar-denominated  foreign bonds ("Yankee"  bonds),  high yield bonds and
mortgage-backed securities. These proved to be wise moves, as the high yield and
mortgage sectors  outperformed  corporate bonds throughout the year. For most of
1996  mortgage-backed  securities  made up about 15% of the  portfolio  and high
yield issues approximately 17%.

The  exposure  to Yankee  bonds also did well,  with about 12% of the  portfolio
invested in such issues.  The largest of these holdings is Banco Santander,  one
of the  largest  banks in Spain  with  assets in excess  of $132  billion  (U.S.
dollars).  Others in the Yankee bond sector  include  Abbey  National  Bank PLC,
Malayan  Bank of New York,  Panamerican  Beverage  Company  and  Banco  Centrale
Hispanoamericano.(1)

HIGH YIELD HOLDINGS IN THE SECOND HALF OF THE YEAR

After we  realigned  the  portfolio's  maturity  structure  early  in the  year,
performance was strong in the second and third quarters as we outperformed  both
our  benchmark  index and our peer  group.  The fourth  quarter  was a different
story. Performance was negatively impacted by our investment in Marvel Holdings,
Inc. bonds,  which declined  substantially in value after the company  announced
poor earnings warning investors of liquidity problems. Another high yield issue,
Home Holdings, also lost considerable value after the company became involved in
litigation surrounding the lease on its Maiden Lane headquarters in New York.

Given the negative contribution of these two high yield bond positions,  we have
refined our strategy for using high yield issues in the portfolio.

                             CORPORATE BOND SERIES
                                    12-31-96

                 [LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]

                                        LEHMAN BROTHERS MUTUAL FUND
             CORPORATE BOND SERIES      A RATED CORPORATE INDEX

    Dec-86         10,000.00                   10,000.00
    Mar-87          9,703.81                   10,238.19
    Jun-87          9,723.63                    9,998.72
    Sep-87          9,507.70                    9,636.25
    Dec-87          9,912.07                   10,254.88
    Mar-88         10,148.80                   10,709.96
    Jun-88         10,207.11                   10,829.28
    Sep-88         10,412.20                   11,084.10
    Dec-88         10,552.90                   11,199.96
    Mar-89         10,669.88                   11,334.85
    Jun-89         11,299.14                   12,232.34
    Sep-89         11,333.50                   12,391.71
    Dec-89         11,604.98                   12,778.23
    Mar-90         11,614.62                   12,666.49
    Jun-90         12,036.94                   13,160.90
    Sep-90         11,840.35                   13,158.24
    Dec-90         12,366.74                   13,679.94
    Mar-91         12,837.14                   14,263.89
    Jun-91         13,071.20                   14,547.56
    Sep-91         13,745.07                   15,401.42
    Dec-91         14,361.26                   16,213.50
    Mar-92         14,318.75                   16,095.03
    Jun-92         14,851.65                   16,794.18
    Sep-92         15,462.72                   17,587.34
    Dec-92         15,646.32                   17,622.01
    Mar-93         16,606.87                   18,511.92
    Jun-93         17,221.42                   19,130.69
    Sep-93         17,977.33                   19,795.61
    Dec-93         17,791.61                   19,765.82
    Mar-94         16,869.03                   19,069.77
    Jun-94         16,277.95                   18,769.78
    Sep-94         16,227.66                   18,907.48
    Dec-94         16,321.15                   18,990.13
    Mar-95         17,093.77                   20,114.83
    Jun-95         18,000.28                   21,610.95
    Sep-95         18,342.75                   22,120.25
    Dec-95         19,295.99                   23,212.59
    Mar-96         18,602.69                   22,613.56
    Jun-96         18,593.95                   22,714.57
    Sep-96         18,996.48                   23,168.14
    Dec-96         19,195.17                   23,974.49

                             $10,000 OVER TEN YEARS

This chart  assumes a $10,000  investment  in Class A shares of  Corporate  Bond
Series on December 31, 1986, and reflects  deduction of the 4.75% sales load. On
December 31, 1996,  the value of your  investment  in the Series' Class A shares
(with dividends reinvested) would have grown to $19,195. By comparison, the same
$10,000  investment  would have grown to $23,974 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.

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, 1996

       CLASS A SHARES                       CLASS B SHARES
     1 Year      -5.69%                 1 Year            -6.29%
     5 Years      4.96%                 Since Inception   -0.28%
     10 Years     6.74%                 (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 FUNDS

FEBRUARY 15, 1997

In order to reduce the impact of negative  performance by any one issue,  we are
increasing the number of individual  investments in the sector while keeping our
overall sector allocation unchanged.  This has the effect of limiting the fund's
exposure to any one position to around 1% of portfolio assets.

THOUGHTS ABOUT 1997

We believe  the  outlook  for bonds in 1997 is better than at this time in 1996.
Economic growth should continue at a slow but steady pace,  restrained  somewhat
by slow consumer  spending as  individuals  concentrate  on reducing  their debt
burdens.  The Federal  Reserve Open Market  Committee will continue its vigilant
stance against inflation.  Aided by falling global inflation and interest rates,
we  believe  the  U.S.  bond  markets  should  be able  to  post a  near-average
performance year.

Greg Hamilton
Portfolio Manager

(1)  Investing  in foreign  countries  may involve  risks,  such as  non-uniform
accounting  practices and political  instability,  not associated with investing
exclusively  in the U.S.

                                       3
<PAGE>

MANAGERS' COMMENTARY
- --------------------------------------------------------------------------------
SECURITY FUNDS

FEBRUARY 15, 1997

U.S. GOVERNMENT SERIES

The U.S.  Government  securities  markets  had  mixed  results  in 1996,  as the
interest  rate on the long Treasury bond rose from 5.94% at the beginning of the
year to 6.64% at its close. Its total return for the year was -2.3%,  while over
the same period the  two-year  Treasury  note gained 5.2%.  The U.S.  Government
Series,  which contains  issues of varying  maturities,  fell in between the two
with a total return for the year of 1.26%.(1)

MORTGAGE-BACKED SECURITIES REPRESENTATION

About 30% of the portfolio was invested in mortgage-backed securities (primarily
GNMA's)  most of the year.  These issues  perform  well in bear markets  because
generally as interest rates rise fewer people  refinance  their home  mortgages.
This reduces prepayments on mortgage-backed securities and helps stabilize their
prices.  The issues we hold have coupon rates ranging from 7.5% to 8.5%,  adding
an attractive income stream to the portfolio's return.

REALIGNMENT OF MATURITY STRUCTURE

In February and March the yield on the thirty-year Treasury bond rose from 6.02%
to 6.64%,  its largest price  decline of the year.  The U.S.  Government  Series
contained a number of  long-maturity  issues at the beginning of February  which
hurt  portfolio  performance  at that time.  Part of these  issues  were sold in
March,  which helped the balance of the year, but of course could not repair the
damage done before the sales.

PLANS FOR 1997

We believe that  interest  rates in the first half of 1997 have a good chance of
declining as economic  activity slows somewhat and inflation  remains well under
control.  We may  increase  the  percentage  of the  portfolio  holdings in GNMA
mortgage-backed  security issues,  as we feel that the greatest portion of total
return in 1997 will come from the income stream provided by the securities.  The
duration of the  portfolio  will  probably  remain close to its current level of
about five  years.  Although  the year ahead may not be an  outstanding  one for
fixed  income  instruments,  we believe  it will be at least an average  one for
total returns.

Steven M. Bowser
Portfolio Manager

(1) Performance figures are based on Class A shares and do not reflect deduction
of the sales charge.


                             U.S. GOVERNMENT SERIES
                                    12-31-96

                 [LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]

                                                          LEHMAN BROTHERS
                          U.S. GOVERNMENT FUND         GOVERNMENT BOND INDEX
      Dec-86                    10,000.00                   10,000.00
      Mar-87                     9,695.19                   10,117.61
      Jun-87                     9,651.76                    9,941.33
      Sep-87                     9,536.30                    9,673.52
      Dec-87                     9,888.91                   10,219.24
      Mar-88                    10,127.06                   10,556.47
      Jun-88                    10,291.91                   10,656.38
      Sep-88                    10,454.04                   10,836.28
      Dec-88                    10,505.92                   10,938.28
      Mar-89                    10,615.66                   11,054.50
      Jun-89                    11,225.05                   11,943.56
      Sep-89                    11,372.80                   12,042.24
      Dec-89                    11,746.96                   12,495.17
      Mar-90                    11,737.54                   12,339.91
      Jun-90                    12,139.99                   12,771.22
      Sep-90                    12,296.99                   12,877.35
      Dec-90                    12,897.97                   13,585.14
      Mar-91                    13,219.23                   13,879.19
      Jun-91                    13,441.26                   14,066.86
      Sep-91                    14,080.07                   14,870.35
      Dec-91                    14,677.02                   15,667.87
      Mar-92                    14,495.80                   15,393.80
      Jun-92                    14,921.60                   16,002.98
      Sep-92                    15,248.08                   16,792.31
      Dec-92                    15,401.64                   16,799.94
      Mar-93                    16,112.26                   17,558.69
      Jun-93                    16,728.69                   18,066.80
      Sep-93                    17,281.45                   18,652.97
      Dec-93                    17,209.28                   18,590.11
      Mar-94                    16,534.56                   18,030.26
      Jun-94                    16,135.91                   17,823.48
      Sep-94                    16,015.98                   17,899.08
      Dec-94                    16,083.04                   17,963.26
      Mar-95                    16,790.08                   18,808.53
      Jun-95                    18,023.72                   19,975.47
      Sep-95                    18,538.13                   20,327.70
      Dec-95                    19,598.25                   21,256.22
      Mar-96                    18,947.54                   20,775.73
      Jun-96                    18,968.82                   20,873.51
      Sep-96                    19,346.47                   21,226.26
      Dec-96                    19,845.79                   21,845.58


                             $10,000 OVER TEN YEARS

This chart  assumes a $10,000  investment  in Class A shares of U.S.  Government
Series on December 31, 1986, and reflects  deduction of the 4.75% sales load. On
December 31, 1996,  the value of your  investment  in the Series' Class A shares
(with dividends reinvested) would have grown to $19,846. By comparison, the same
$10,000  investment  would have grown to $21,846 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, 1996

                  CLASS A SHARES               CLASS B SHARES
                1 Year       -3.59%        1 Year            -4.97%
                5 Years       5.19%        Since Inception    1.95%
                10 Years      7.10%        (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.

                                       4
<PAGE>

MANAGERS' COMMENTARY
- --------------------------------------------------------------------------------
SECURITY FUNDS

FEBRUARY 15, 1997

LIMITED MATURITY BOND SERIES

In its second year of existence  the Limited  Maturity Bond Series is doing what
it was designed to do--provide  lower  volatility and downside  protection  than
longer-maturity  funds in periods of rising  interest  rates. In a year in which
the thirty-year Treasury bond had a total return of -2.3%, the portfolio's total
return of 2.09% looked quite good.(1)

USE OF MORTGAGE-BACKED SECURITIES IN THE PORTFOLIO

One way to reduce  volatility  without  sacrificing the income stream is through
the use of certain  mortgage-backed  securities,  which make up just over 20% of
the portfolio.  Our strategy in this portion of the Limited  Maturity  portfolio
has been to combine  seasoned premium  mortgage-backed  issues having coupons in
the 8% to 9% range with other  lower-coupon  discounted issues which we consider
to be  undervalued.  The  combination of these two provides both defensive price
movement  characteristics  in periods of modest interest rate  fluctuations  and
yields generally 1/2 to 1% higher than Treasury bonds.

CORPORATE HOLDINGS IN THE FUND

In the  investment  grade  corporate  bond portion of the portfolio we are using
fewer "Yankee" bonds  (dollar-denominated  issues of foreign  companies) than in
the other fixed income funds, and buying more domestic industrial issues.  These
bonds,  issued by companies  such as Aluminum  Company of America and Ford Motor
Company, have historically shown less price volatility than bonds in the finance
and utility sectors of the market.

The high yield portion,  currently about 18% of the fund, will generally provide
a substantial  income stream to enhance the total return.  In the fourth quarter
of 1996, however,  performance was hurt by our Marvel Holdings, Inc. bonds which
declined  substantially  in value  after the company  announced  much lower than
expected earnings,  coupled with liquidity problems.  We sold the bonds in early
December and the company subsequently filed for bankruptcy  protection.  Another
high yield issue, Home Holdings,  also lost considerable  value and hurt overall
performance.  The significant  performance  drag created by these two issues has
led us to take steps to lessen the impact of any future events in the high yield
sector by limiting  each holding to 1% or less of the total  portfolio.  We will
continue to  concentrate  on the  upper-tier  rating  brackets of the high yield
market.

OUTLOOK FOR 1997

We believe that in 1997  interest  rates will  continue to  fluctuate,  although
probably not as widely as in 1996.  We plan to continue the  volatility-reducing
strategies  outlined above,  possibly selling some of the longer maturity issues
in the  portfolio as well. If 1997 turns out to have total returns in an average
range of 5% to 7%, the strong income component will contribute a greater part of
the return than will price appreciation.

Greg Hamilton, Portfolio Manager

(1) Performance figures are based on Class A shares and do not reflect deduction
of the sales charge.

                          LIMITED MATURITY BOND SERIES
                                    12-31-96

                 [LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]

                      LIMITED MATURITY           LEHMAN BROTHERS
                        BOND SERIES            INTERMEDIATE TERM
                                              CORPORATE BOND INDEX

                         10,000.00                  10,000.00
      Jan-95              9,552.38                  10,192.00
      Feb-95              9,748.77                  10,464.13
      Mar-95              9,798.38                  10,533.19
      Apr-95              9,932.95                  10,695.40
      May-95             10,300.75                  11,103.97
      Jun-95             10,358.89                  11,193.91
      Jul-95             10,309.05                  11,180.47
      Aug-95             10,403.62                  11,319.11
      Sep-95             10,487.92                  11,424.38
      Oct-95             10,523.63                  11,559.19
      Nov-95             10,658.84                  11,752.23
      Dec-95             10,762.43                  11,901.48
      Jan-96             10,898.96                  12,012.16
      Feb-96             10,777.01                  11,819.97
      Mar-96             10,705.57                  11,734.86
      Apr-96             10,650.01                  11,667.98
      May-96             10,642.59                  11,649.31
      Jun-96             10,742.60                  11,792.59
      Jul-96             10,772.03                  11,822.08
      Aug-96             10,771.66                  11,817.35
      Sep-96             10,964.75                  12,022.97
      Oct-96             11,017.89                  12,288.68
      Nov-96             11,056.54                  12,497.58
      Dec-96             10,987.43                  12,375.11


                      $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, 1996, the value of your  investment in the
Series' Class A shares (with dividends  reinvested) would have grown to $10,987.
By comparison,  the same $10,000 investment would have grown to $12,375 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.

               LIMITED MATURITY BOND SERIES
               AVERAGE ANNUAL TOTAL RETURN
                 AS OF DECEMBER 31, 1996

       CLASS A SHARES
       One Year                           -2.74%
       Since Inception 1-17-95             4.94%

       CLASS B SHARES
       One Year                           -3.95%
       Since Inception 1-17-95             4.68%

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.

                                       5
<PAGE>

MANAGERS' COMMENTARY
- --------------------------------------------------------------------------------
SECURITY FUNDS

FEBRUARY 15, 1997

GLOBAL AGGRESSIVE BOND SERIES

1996 was a very rewarding  year for our  shareholders,  particularly  during the
second half.  While the first six months  provided a total return of 2.58%,  the
last six months' strong performance brought the total return of the fund for the
year up to 11.56%.(1)  This compares  favorably with the Lehman  Brothers Global
Bond Index  return of 5.37% for the year,  a 0.2%  return  for a  ten-year  U.S.
Treasury note, and 10.4% average for the Lipper peer group.

INTERNATIONAL STRENGTH IN THE SECOND HALF

The second half of 1996 saw an acceleration of the trends which began earlier in
the year.  Yields in peripheral  European  countries such as Spain,  Italy,  and
Portugal,  which had  fallen  approximately  1% in the  first  half of the year,
declined a further 2% in the second half.  Restrictive  fiscal policies by these
governments  brought  about by their  desire not to be left out of the  European
Monetary  Union  process  combined with rapidly  declining  inflation to produce
these dramatic  declines in yields.  While there is still room for this trend to
continue,  we believe  the  majority of this  convergence  of yields with "core"
Europe is coming to an end.

Emerging  market debt also  continued its good  performance.  With the strongest
concentration  of  economic  growth in the  world,  the  credit  quality of many
emerging  market  countries and companies is increasing  and should  continue on
that path in 1997.

DOLLAR BLOC PERFORMANCE

One of the  differences in the second half of 1996 versus the first half is that
the dollar bloc which  includes  Australia,  Canada,  New Zealand and the United
States also performed very well.  Interest  rates,  which had increased in these
countries in the first half on the back of a poor U.S.  market,  reversed  their
upward trend.  While longer term rates in the U.S. managed to decline  slightly,
yields in the rest of the dollar bloc fell substantially,  on the order of 1% to
1.5%. Recognition of the continued trend of low inflation in these countries was
the main contributing factor to the decline in yields.

OUTLOOK FOR 1997

Looking ahead to 1997, we believe that the most  rewarding  investments  will be
those that seek out improving credit quality situations, both on the country and
company  level.  In  particular,  the return of strong  growth to Latin  America
should provide fertile ground for many of these  opportunities.  We look forward
to the challenges of the new year.

Maria Fiorini Ramirez and Denis P. Jamison
Portfolio Managers

(1) Performance figures are based on Class A shares and do not reflect deduction
of the sales charge.

Investing in foreign countries may involve risks, such as currency  fluctuations
and political instability, not associated with investing exclusively in the U.S.

             [MFR LOGO]                           [LEXINGTON LOGO]

                         GLOBAL AGGRESSIVE BOND SERIES
                                    12-31-96

                 [LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]

                   GLOBAL AGGRESSIVE          LEHMAN BROTHERS
                      BOND SERIES            GLOBAL BOND INDEX

                       10,000.00                10,000.00
      Jun-95            9,485.71                10,069.00
      Jul-95            9,619.05                10,140.49
      Aug-95            9,609.52                 9,907.26
      Sep-95            9,851.18                10,131.16
      Oct-95            9,920.00                10,257.80
      Nov-95            9,969.16                10,367.56
      Dec-95           10,220.30                10,521.00
      Jan-96           10,401.55                10,427.36
      Feb-96           10,169.96                10,358.54
      Mar-96           10,217.42                10,338.86
      Apr-96           10,258.45                10,293.37
      May-96           10,350.78                10,318.07
      Jun-96           10,484.82                10,428.48
      Jul-96           10,684.03                10,613.06
      Aug-96           10,851.78                10,651.27
      Sep-96           10,978.22                10,731.15
      Oct-96           11,127.87                10,964.02
      Nov-96           11,384.42                11,128.48
      Dec-96           11,403.45                11,086.19


                      $10,000 OVER THE LIFE OF THE SERIES

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,  1996,  the value of your  investment  in the
Series' Class A shares (with dividends  reinvested) would have grown to $11,403.
By comparison,  the same $10,000 investment would have grown to $11,086 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.

The Lehman  Brothers  Global  Bond  Index  includes  local  currency-denominated
sovereign debt of 19 countries plus European  Currency  Units-denominated  debt.
Investment cannot directly be made in an index.


                 GLOBAL AGGRESSIVE BOND SERIES
                  AVERAGE ANNUAL TOTAL RETURN
                    AS OF DECEMBER 31, 1996

               CLASS A SHARES
               One Year                  6.24%
               Since Inception (6-1-95)  8.63%

               CLASS B SHARES
               One Year                  5.67%
               Since Inception (6-1-95)  8.78%

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.

                                       6
<PAGE>

MANAGERS' COMMENTARY
- --------------------------------------------------------------------------------
SECURITY FUNDS

FEBRUARY 15, 1997

HIGH YIELD SERIES

The High Yield Series began operations  August 5, 1996 with a primary  objective
of  seeking  high  current   income  with  a  secondary   objective  of  capital
appreciation.  Although  the  Series  may  invest in debt  issues in any  rating
category below  investment  grade, our current focus is on issues rated BB or B,
in the upper  tier of the  noninvestment  grade  range.  Given the length of the
current economic  expansion in the United States,  the possibility is increasing
that we may  experience a slowdown in the months to come. If this  happens,  the
higher-rated  high  yield  issues  are likely to  outperform  their  lower-rated
counterparts   because  of  their  stronger  balance   sheets.

LARGEST INDUSTRY REPRESENTATIONS

The largest industry  concentration in the portfolio is in consumer goods,  both
cyclical  and  noncyclical.  Many  of  the  issuers  will  be  familiar  to  our
shareholders,  including  cyclical  ones such as sheet  and  towel  manufacturer
Westpoint-Stevens,  Inc., cable providers Rogers  Cablesystems  Ltd. and Century
Communications, and gaming company Showboat, Inc. Others may be less familiar by
name, but their  services are  well-known:  one example is K-III  Communications
Corporation,  publishers  of  Weekly  Reader,  Seventeen  magazine,  and  Funk &
Wagnalls  dictionaries,  among other  products.

Among the consumer  noncyclical  companies in the portfolio is AMF Group,  Inc.,
provider of bowling  centers  and  equipment.  AMF is  currently  designing  new
bowling center  packages for  construction  in emerging  market  countries where
industry penetration is low or nonexistent.  Other consumer noncyclicals include
Carrols  Corporation,  the largest operator of Burger King franchises,  and Cott
Corporation, which manufactures private-label soft drinks.

OTHER SECTORS IN THE PORTFOLIO

The  portfolio at this time is  underweighted  in basic  industries,  especially
those whose  assets are subject to commodity  pricings,  such as steel and paper
companies.  The energy sector,  where exploration and production  companies have
excellent  cash flows,  is  overweighted  in the portfolio  versus the benchmark
Lehman Brothers High Yield Index, as are nonbank financial services companies.

The  High  Yield  Series  has  gained  a  respectable  5.20%  since  its  August
inception.(1)  The  performance was held back somewhat by our position in Marvel
Holdings,  Inc. bonds,  which declined  substantially  in value when the company
announced that they were experiencing  liquidity  problems.  The bonds were sold
out of the portfolio in November, and have dropped considerably further in price
since then.

THE HIGH YIELD OUTLOOK IN 1997

As discussed  earlier,  our portfolio is higher in quality than many in our high
yield  peer  group.  A  number  of the  peer  funds  use  common  stock in their
portfolios, as well. In a bull market like we experienced in 1995 and 1996 those
portfolios may perform better,  but with the likelihood of an economic  slowdown
in the  not-too-distant  future,  higher-rated  issues  should  hold their value
better.  We believe  that the high yield bond  markets are likely to have a good
year in 1997  relative to other fixed income asset  classes,  drawing a sizeable
part of their total return from their higher coupons.

Tom Swank
Portfolio Manager

(1) Performance figures are based on Class A shares and do not reflect deduction
of the sales charge.

Investors should remember that while high yield bonds provide potentially higher
yields than many other types of bonds, they also present greater credit risk.

                                       7
<PAGE>

MANAGERS' COMMENTARY
- --------------------------------------------------------------------------------
SECURITY FUNDS

FEBRUARY 15, 1997

SECURITY TAX-EXEMPT FUND

Despite a year in which  presidential  candidates  spoke frequently of tax cuts,
the  tax-exempt  market  actually  fared better than its Treasury and  corporate
counterparts.  Municipal  bond  investors may be realizing that in a time when a
balanced federal budget is receiving  serious  consideration,  the likelihood of
relevant tax cuts is diminished.

MATURITY RESTRUCTURING EARLY IN 1996

At the  beginning  of 1996 the  average  duration  of the bonds in the  Security
Tax-Exempt  Fund was quite long, at about 9.5 years.  This hurt  performance  in
January  and  February  as  interest  rates  rose  rapidly.   We  shortened  the
portfolio's average maturity and duration over that time, and for the balance of
the year, it performed well in line with the benchmark index.

In order to lower the volatility of the portfolio, we have reduced the number of
issues that are subject to call risk.  Callable bonds are ones which the issuers
can buy back when interest rates decline, replacing them with lower-coupon bonds
and lowering their interest expense.  These issues can fluctuate widely in price
as  general  market  levels  move  above or below  the call  price,  alternately
reducing or increasing the likelihood that they will be called.  Because of this
risk,  callable bonds can often be purchased at a higher yield than  noncallable
issues.

CREDIT RATINGS IN THE PORTFOLIO

To replace this higher yield,  we have opted to take a slightly  greater  credit
risk, purchasing some issues rated in the low-A to high BBB range. Some of these
include  bonds issued by colleges and  universities,  such as dormitory  revenue
bonds.  We plan to buy smaller  block sizes when we purchase  these  lower-rated
issues, to minimize the impact should any issue experience  credit problems.  We
plan to keep the average  credit  rating of the portfolio  slightly  higher than
that of our peer funds. We believe that as Congress moves to balance the federal
budget, many costs will be pushed down to the state and local government levels,
straining  those  municipalities'  budgets.  A higher average credit rating will
afford some degree of protection  against  unforseen  problems.

CONGRESS AND TAX CUTS

As mentioned earlier,  the likelihood of significant tax cuts for individuals in
1997 has been reduced by the perception  that Congress is intent on presenting a
proposal that will balance the budget in the next five years.  It will be easier
in a  nonelection  year to take  politically  unpopular  steps  such as  cutting
entitlement      programs      without      granting     an      offsetting--and
electorate-pleasing--favor  such as reduced  taxes.  A climate in which tax rate
uncertainty  is  diminished  is  one  which  is  favorable  for  performance  of
tax-exempt bonds.

Greg Hamilton
Portfolio Manager


                                TAX-EXEMPT FUND
                                    12-31-96

                 [LINE GRAPH WITH FOLLOWING INFORMATION CHARTED]

                                                  LEHMAN BROTHERS
                        TAX-EXEMPT FUND         MUNICIPAL BOND INDEX

                           10,000.00                 10,000.00
      Mar-87                9,784.70                 10,241.75
      Jun-87                9,321.86                  9,963.54
      Sep-87                9,211.03                  9,716.06
      Dec-87                9,400.74                 10,150.62
      Mar-88                9,679.13                 10,499.11
      Jun-88                9,910.13                 10,702.23
      Sep-88               10,104.58                 10,975.54
      Dec-88               10,364.69                 11,179.96
      Mar-89               10,184.40                 11,254.22
      Jun-89               10,568.45                 11,920.52
      Sep-89               10,562.68                 11,928.33
      Dec-89               10,821.70                 12,387.11
      Mar-90               10,834.43                 12,442.35
      Jun-90               11,076.16                 12,733.13
      Sep-90               11,097.60                 12,740.60
      Dec-90               11,491.95                 13,290.13
      Mar-91               11,733.40                 13,589.47
      Jun-91               11,941.86                 13,880.24
      Sep-91               12,393.61                 14,420.09
      Dec-91               12,840.77                 14,904.31
      Mar-92               12,845.06                 14,949.05
      Jun-92               13,284.31                 15,516.43
      Sep-92               13,567.12                 15,929.78
      Dec-92               13,776.37                 16,219.78
      Mar-93               14,187.82                 16,821.68
      Jun-93               14,729.87                 17,372.08
      Sep-93               15,257.64                 17,958.90
      Dec-93               15,475.16                 18,210.99
      Mar-94               14,359.07                 17,211.33
      Jun-94               14,465.14                 17,401.84
      Sep-94               14,449.36                 17,520.91
      Dec-94               14,193.57                 17,269.30
      Mar-95               15,150.39                 18,490.34
      Jun-95               15,301.79                 18,936.88
      Sep-95               15,642.34                 19,481.53
      Dec-95               16,390.67                 20,284.98
      Mar-96               15,978.97                 20,040.31
      Jun-96               16,050.42                 20,193.95
      Sep-96               16,396.42                 20,656.82
      Dec-96               16,802.00                 21,183.19


                             $10,000 OVER TEN YEARS

This chart assumes a $10,000  investment in Class A shares of Tax-Exempt Fund on
December 31, 1986,  and reflects  deduction of the 4.75% sales load. On December
31,  1996,  the value of your  investment  in the  Fund's  Class A shares  (with
dividends  reinvested)  would have grown to  $16,802.  By  comparison,  the same
$10,000  investment  would have grown to $21,183 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.


                                TAX-EXEMPT FUND
                          AVERAGE ANNUAL TOTAL RETURN
                            AS OF DECEMBER 31, 1996

           CLASS A SHARES                         CLASS B SHARES
        1 Year         -2.40%               1 Year             -3.76%
        5 Years         4.50%               Since Inception     0.27%
        10 Years        5.33%               (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.

                                       8
<PAGE>

MANAGERS' COMMENTARY
- --------------------------------------------------------------------------------
SECURITY FUNDS

FEBRUARY 15, 1997

SECURITY CASH FUND

Money  market  funds in 1996 became  attractive  alternatives  for  fixed-income
investors,  outperforming  many sectors of the bond market.  Security  Cash Fund
returned  4.63% over the year,  approximating  its Lipper peer group  average of
4.80%.

AVERAGE MATURITY TARGET RANGE

One of our objectives  throughout  the year was to keep the average  maturity of
the  portfolio  holdings  within  ten  days  of  that  published  weekly  in the
IBC/Donoghue  Money Fund  Report.  We avoid the  practice of skewing the average
maturity strongly, either shorter or longer than the benchmark average, in order
to try to outguess the Federal  Reserve Bank and their interest rate  movements.
We believe that a more conservative  approach is appropriate in our money market
funds.

SECTOR REPRESENTATION IN THE PORTFOLIO

We have been adding blocks of Small Business  Administration mortgage pools with
interest rates which reset monthly or quarterly  based on the prime rate.  These
AAA-rated issues provide better yields than commercial  paper, and they are U.S.
Government securities, so there is no additional credit risk in buying them. The
greatest risk with these  instruments is that the mortgages will be prepaid at a
faster-than-anticipated  rate.  For this  reason we  choose  to only buy  issues
priced  at par,  so that no  premium  will  be lost in the  event  of  escalated
prepayments.  Our SBA holdings now make up about 13% of the  portfolio.  

We have also increased our holdings of government  agency issues such as Federal
Farm  Credit  Banks,  Federal  Home Loan  Banks and  Federal  National  Mortgage
Association  securities.  These  issues,  with  maturities  of one year or less,
provide  diversification  from the larger  position in  commercial  paper in the
portfolio.  The IBC/Donoghue  average portfolio  position in commercial paper is
about 60%; we have  reduced  ours from almost 80% to the current 60% in order to
be more in line with that average.

LOOKING AHEAD TO 1997

In 1996 we  established  an overnight  funds  account with the Federal Home Loan
Bank in order to maximize  our earnings on cash  balances.  We continue to study
various  investment  alternatives  for the portfolio  assets in order to provide
competitive interest rates in the fund.

We expect interest rates on short term fixed income investments to stay within a
narrow band in 1997. When inflation has been modest,  as it has for the last two
years,  hints of escalating  economic  growth cause greater  fluctuations in the
longer  maturities  of the bond markets  than in the short ones.  We continue to
strive to provide a high  quality  portfolio  with a  competitive  yield for our
shareholders.


Barbara Davison
Fixed Income Team

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.

                                       9
<PAGE>

STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996

                              SECURITY INCOME FUND
                             CORPORATE BOND SERIES

PRINCIPAL                                                               MARKET
 AMOUNT     CORPORATE BONDS                                             VALUE
- --------------------------------------------------------------------------------

            AIR TRANSPORTATION - 4.6%
$2,000,000  Southwest Airlines Company, 7.875% - 2007 ..........    $2,117,500
 1,200,000  United Airlines, 11.21% - 2014 .....................     1,557,000
                                                                    ----------
                                                                     3,674,500

            BANKS - 14.1%
            ABN AMRO Bank NV,
 1,000,000    7.55% - 2006 .....................................     1,036,250
 1,500,000    7.30% - 2026 .....................................     1,428,750
 1,250,000  Abbey National PLC, 6.69% - 2005 ...................     1,226,563
 1,000,000  BCH Cayman Islands, Ltd., 7.70% - 2006 .............     1,032,500
 1,500,000  Bank of New York, Inc., 6.50% - 2003 ...............     1,473,750
 2,000,000  Bankers Trust of New York Corporation, 7.125% - 2006     1,997,500
 1,000,000  Maylayan Banking Berhad New York, 7.125% - 2005 ....       993,750
 2,150,000  Santander Financial Issuances, Ltd., 7.00% - 2006 ..     2,136,563
                                                                    ----------
                                                                    11,325,626

            BROKERS, DEALERS & SERVICES - 6.6%
 4,000,000  Bear Stearns Companies, Inc., 5.75% - 2001 .........     3,860,000
 1,450,000  Lehman Brothers, Inc., 7.25% - 2003 ................     1,457,250
                                                                    ----------
                                                                     5,317,250

            CABLE SYSTEMS - 4.5%
 1,750,000  Rogers Cablesystems, Ltd., 9.625% - 2002 ...........     1,833,125
 2,000,000  TCI, 7.875% - 2013 .................................     1,825,000
                                                                    ----------
                                                                     3,658,125

            CONSUMER GOODS & SERVICES - 2.6%
 1,000,000  Semi-Tech Corporation, 0% - 2003(4) ................       657,500
 1,500,000  Nike, Inc.,  6.375% - 2003 .........................     1,471,875
                                                                    ----------
                                                                     2,129,375

            ELECTRONICS - 1.9%
 1,500,000  Pioneer Standards Electronics, Inc., 8.50% - 2006 ..     1,526,250

            ENTERTAINMENT - 5.4%
 1,650,000  Harrah's Operating Company, Inc., 8.75% - 2000 .....     1,685,063
   750,000  Showboat, Inc., 13.50% - 2003 ......................       826,875
 1,800,000  Station Casinos, Inc., 10.125% - 2006 ..............     1,804,500
                                                                    ----------
                                                                     4,316,438

            FINANCE - 1.2%
$1,000,000  Countrywide Capital, 8.00% - 2026 ..................      $987,500

            FOOD & BEVERAGES - 4.2%
 1,250,000  Chiquita Brands International, Inc., 10.25% - 2006 .     1,331,250
 1,000,000  Coca-Cola Enterprises Inc., 6.70% - 2036(5) ........     1,010,000
 1,000,000  Panamerican Beverages, Inc., 8.125% - 2003 .........     1,025,000
                                                                    ----------
                                                                     3,366,250

            FUNERAL HOMES - 2.2%
 1,750,000  Loewen Group International, Inc., 8.25% - 2003 .....     1,771,875

            INSURANCE - 4.0%
 1,250,000  American RE Corporation, 7.45% - 2026 ..............     1,248,438
 2,200,000  Home Holdings, Inc., 7.75% - 1998 ..................       968,000
 1,050,000  Travelers Capital Trust, 7.75% - 2036 ..............     1,018,500
                                                                    ----------
                                                                     3,234,938

            MEDIA - 3.8%
 1,750,000  Time Warner, Inc., 9.125% - 2013 ...................     1,883,438
 1,250,000  Viacom, Inc., 8.00% - 2006 .........................     1,215,625
                                                                    ----------
                                                                     3,099,063

            MISCELLANEOUS - 7.5%
 3,575,527  Bear Stearns Mortgage Securities, Inc.,
              7.75% - 2024 CMO .................................     3,460,719
 1,322,553  GE Capital Mortgage Services, Inc., 8.30% - 2023 CMO     1,345,113
 1,250,000  Securitized Asset Sales, Inc., 7.50% - 2025 CMO ....     1,250,110
                                                                    ----------
                                                                     6,055,942

            MOTOR VEHICLES - 5.0%
 2,000,000  Chrysler-Auburn Hills Trust, 12.00% - 2020 .........     3,017,500
 1,000,000  Ford Motor Company, 7.25% - 2008 ...................     1,010,000
                                                                    ----------
                                                                     4,027,500

            NATURAL GAS COMPANIES - 1.2%
 1,000,000  El Paso Natural Gas Company, 6.75% - 2003 ..........       992,500

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       10
<PAGE>

STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996

                              SECURITY INCOME FUND
                        CORPORATE BOND SERIES (CONTINUED)

PRINCIPAL                                                               MARKET
 AMOUNT     CORPORATE BONDS (CONTINUED)                                 VALUE
- --------------------------------------------------------------------------------

            OIL & GAS COMPANIES - 2.6%
$1,000,000  Seagull Energy Corporation, 8.625% - 2005 ..........    $1,037,500
 1,000,000  Union Pacific Resources, 7.50% - 2026 ..............     1,017,500
                                                                    ----------
                                                                     2,055,000

            PAPER & LUMBER PRODUCTS - 1.7%
 1,250,000  Domtar, Inc., 9.50% - 2016 .........................     1,371,875

            PUBLISHING & PRINTING - 2.6%
   375,000  Golden Books Publishing, Inc., 7.65% - 2002 ........       338,438
 1,700,000  Valassis Inserts, Inc., 9.375% - 1999 ..............     1,751,000
                                                                    ----------
                                                                     2,089,438

            REAL ESTATE - 1.9%
   820,000  Chelsea GCA Realty, Inc., 7.75% - 2001 .............       837,425
   750,000  Simon DeBartolo Group, Ltd., 6.875% - 2006 .........       729,375
                                                                    ----------
                                                                     1,566,800

            WASTE MANAGEMENT - 1.3%
 1,000,000  Waste Management, 7.10% - 2026(5) ..................     1,030,000

            STEEL & METAL PRODUCTS - 1.0%
   750,000  AK Steel Corporation, 10.75% - 2004 ................       817,500

            TELECOMMUNICATION EQUIPMENT - 3.9%
 3,000,000  Comsat Corporation, 8.125% - 2004 ..................     3,168,750
                                                                    ----------

            Total corporate bonds--Corporate
              Bond Series - 83.8% ..............................    67,582,495

            GOVERNMENT & GOVERNMENT AGENCY SECURITIES
            -----------------------------------------
            U.S. Government Agencies - 8.8%
            Federal Home Loan Mortgage Corporation,
 1,500,000    7.974% - 2005 ....................................     1,508,940
   751,931    8.80% - 2020 CMO .................................       768,652
   750,000    9.00% - 2020 CMO .................................       763,009
   750,000    6.50% - 2021 CMO .................................       683,749
   929,897    7.00% - 2021 CMO .................................       854,822
            Federal National Mortgage Association,
 1,500,000    0% - 2004(4) .....................................     1,472,085
   989,433    9.30% - 2019 CMO .................................     1,011,628
                                                                    ----------
                                                                     7,062,885

PRINCIPAL
AMOUNT OR
NUMBER OF   GOVERNMENT & GOVERNMENT                                     MARKET
 SHARES     AGENCY SECURITIES                                           VALUE
- --------------------------------------------------------------------------------

            U.S. TREASURY NOTES - 1.2%
$1,000,000    5.625% - 1998 ....................................      $995,390
                                                                    ----------
            Total government & government agency securities -
              Corporate Bond Series - 10.0% ....................     8,058,275

            PREFERRED STOCK
            ------------------------------------------

            ELECTRIC COMPANIES - 0.1%
     3,100  Georgia Power Capital Trust, $1.9375 ...............        77,500
                                                                    ----------

            Total preferred stock--Corporate Bond Series - 0.1%.        77,500
                                                                    ----------
            Total investments - Corporate Bond Series - 93.9% ..    75,718,270

            Cash and other assets, less liabilities - 6.1% .....     4,945,375
                                                                    ----------
            Total net assets - Corporate Bond Series - 100.0% ..   $80,663,645
                                                                    ==========

                              SECURITY INCOME FUND
                             U.S. GOVERNMENT SERIES

            U.S. GOVERNMENT & GOVERNMENT AGENCY SECURITIES
            ----------------------------------------------------

            FEDERAL HOME LOAN MORTGAGE CORPORATION - 8.2%
  $700,000    7.125% - 2001 ....................................      $710,731

            FEDERAL NATIONAL MORTGAGE ASSOCIATION - 32.3%
  $600,000    7.40% - 2004 .....................................       630,168
  $500,000    6.69% - 2011 .....................................       477,420
$1,000,000    8.10% - 2019 .....................................     1,121,370
  $500,000    8.28% - 2025 .....................................       578,175
                                                                    ----------
                                                                     2,807,133

            GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 34.9%
  $680,151    8.50% - 2024 .....................................       707,105
  $694,219    7.75% - 2025 .....................................       701,371
  $819,474    8.00% - 2026 .....................................       832,013
  $264,386    8.25% - 2026 .....................................       271,822
  $522,929    7.50% - 2034 .....................................       520,494
                                                                    ----------
                                                                     3,032,805

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       11
<PAGE>

STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996

                              SECURITY INCOME FUND
                       U.S. GOVERNMENT SERIES (CONTINUED)

PRINCIPAL   U.S. GOVERNMENT & GOVERNMENT                                MARKET
 AMOUNT     AGENCY SECURITIES (CONTINUED)                               VALUE
- --------------------------------------------------------------------------------

            U.S. TREASURY NOTES - 15.0%
  $810,000    7.25% - 1998 .....................................      $823,090
   460,000    8.00% - 1999 .....................................       481,717
                                                                    ----------
                                                                     1,304,807

            U.S. TREASURY BONDS - 7.7%
   600,000    8.75% - 2008 .....................................       674,448
                                                                    ----------
            Total investments - U.S. Government Series - 98.1% .     8,529,924
            Cash and other assets, less liabilities - 1.9% .....       167,475
                                                                    ----------
            Total net assets - U.S. Government Series - 100.0% .    $8,697,399
                                                                    ==========

                              SECURITY INCOME FUND
                          LIMITED MATURITY BOND SERIES

            CORPORATE BONDS
            ------------------------------------------
            ALUMINUM - 2.7%
  $148,000  Alcan Aluminum, Ltd., 9.20% - 2001 .................      $152,810

            AUTOMOBILE REPAIR - 2.8%
   150,000  Speedy Muffler King, Inc., 10.875% - 2006 ..........       160,500

            BANKS - 2.1%
   110,000  First Union Corporation, 8.125% - 2002 .............       117,563

            CABLE - 5.0%
   125,000  Paging Network, 10.00% - 2008 ......................       126,406
   150,000  Rogers Cablesystems, Ltd., 9.625% - 2002 ...........       157,125
                                                                    ----------
                                                                       283,531

            CONSUMER GOODS - 2.2%
   125,000  Cole National Group, Inc., 9.875% - 2006 ...........       128,750

            ELECTRIC COMPANIES - 2.6%
   150,000  Consolidated Edison Company of New York,
              6.625% - 2002 ....................................       150,000

            ELECTRIC & GAS COMPANIES - 2.8%
   150,000  Public Service Electric & Gas Company, 8.75% - 1999.       157,875

            ELECTRONICS - 3.6%
   200,000  Pioneer Standard Electronics, Inc., 8.50% - 2006 ...       203,500

            FINANCE - 10.9%
  $150,000  Ford Motor Credit Company, 8.375% - 2000 ...........      $157,688
   150,000  Household Finance Corporation, 8.00% - 2004 ........       159,750
   150,000  International Lease Finance Corporation,
              8.25% - 2000 .....................................       157,125
   150,000  MCN Investment Corporation, 6.32% - 2003 ...........       147,000
                                                                    ----------
                                                                       621,563

            FOOD & BEVERAGE TRADE - 1.8%
   100,000  FEMSA Fomento Economico Mexicano SA, 9.50% - 1997 ..       101,375

            INSURANCE - 3.3%
   100,000  Home Holdings, Inc., 7.75% - 1998 ..................        44,000
   150,000  Travelers Capital Trust, 7.75% - 2036 ..............       145,500
                                                                    ----------
                                                                       189,500

            MISCELLANEOUS - 4.0%
   122,860  GE Capital Mortgage Services, Inc., 8.30% - 2023 CMO       124,956
   100,000  Sears Mortgage Securities Corporation,
              8.50% - 2022 CMO .................................       102,959
                                                                    ----------
                                                                       227,915

            NATURAL GAS COMPANIES - 6.3%
   200,000  El Paso Natural Gas Company, 6.75% - 2003 ..........       198,500
   150,000  Vastar Resources, Inc., 8.75% - 2005 ...............       162,938
                                                                    ----------
                                                                       361,438

            OIL & GAS COMPANIES - 2.7%
   150,000  Seagull Energy Corporation, 8.625% - 2005 ..........       155,625

            PUBLISHING & PRINTING - 1.8%
   100,000  Valassis Inserts, Inc., 9.375% - 1999 ..............       103,000

            RETAIL TRADE - 2.7%
   150,000  Wal-Mart Stores, Inc., 7.50% - 2004 ................       156,563

            SANITARY SERVICES - 2.8%
   150,000  WMX Technologies, Inc., 8.25% - 1999 ...............       157,313

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       12
<PAGE>

STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996

                              SECURITY INCOME FUND
                    LIMITED MATURITY BOND SERIES (CONTINUED)

PRINCIPAL                                                               MARKET
 AMOUNT     CORPORATE BONDS (CONTINUED)                                 VALUE
- --------------------------------------------------------------------------------

            TOBACCO PRODUCTS - 2.8%
  $150,000  Dimon, Inc., 8.875% - 2006 .........................      $156,938
                                                                    ----------
            Total corporate bonds - Limited Maturity
              Bond Series - 62.9% ..............................     3,585,759

            GOVERNMENT & GOVERNMENT AGENCY SECURITIES
            ------------------------------------------

            CANADIAN GOVERNMENT AGENCIES - 2.9%
   150,000  Province of Quebec, 8.625% - 2005 ..................       164,813

            U.S. GOVERNMENT AGENCIES - 24.0%
            Federal Home Loan Mortgage Corporation,
   200,000    8.00% - 2020 CMO .................................       203,089
    44,000    8.50% - 2020 CMO .................................        45,408
   186,000    8.00% - 2024 .....................................       189,348

            Federal National Mortgage Association,
   200,000    0% - 2004(4) .....................................       196,278
   150,000    8.50% - 2005 .....................................       157,602
   126,040    5.70% - 2008 CMO .................................       120,672
   118,000    7.50% - 2019 CMO .................................       118,563
   100,000    7.00% - 2020 CMO .................................        98,389
   100,000    6.75% - 2021 CMO .................................        98,703
   160,487    6.50% - 2023 CMO .................................       138,012
                                                                    ----------
                                                                     1,366,064
                                                                    ----------

            Total government & government agency securities -
              Limited Maturity Bond Series - 26.9% .............     1,530,877
                                                                    ----------

            Total investments - Limited Maturity
              Bond Series - 89.8% ..............................     5,116,636

            Cash and other assets, less liabilities - 10.2% ....       582,273
                                                                    ----------

            Total net assets - Limited Maturity
              Bond Series - 100.0% .............................    $5,698,909
                                                                    ==========

                              SECURITY INCOME FUND
                         GLOBAL AGGRESSIVE BOND SERIES

PRINCIPAL                                                               MARKET
 AMOUNT     GOVERNMENT OBLIGATIONS                                      VALUE
- --------------------------------------------------------------------------------

            ARGENTINA - 4.5%
  $225,000  Republic of Argentina, 9.25% - 2001 ................      $229,219

            AUSTRALIA - 8.6%
   250,000  Commonwealth of Australia, 9.00% - 2004(3) .........       218,275
   290,000  New South Wales Treasury Corporation,
              6.50% - 2006(3) ..................................       213,347
                                                                    ----------
                                                                       431,622

            BRAZIL - 4.0%
  $275,342  Government of Brazil C, 4.50% - 2014 ...............       203,496

            COSTA RICA - 4.7%
  $300,000  Banco Costa Rica, 6.25% - 2010 .....................       238,500

            DOMINICAN REPUBLIC - 3.8%
  $250,000  Central Bank of Dominican Republic, 6.375% - 2024 ..       190,625

            GREECE - 4.1%
50,000,000  Hellenic Republic, 14.00% - 2003(3) ................       205,525

            HUNGARY - 3.8%
30,000,000  Government of Hungary, 21.00% - 1999(3) ............       189,372

            JORDAN - 2.9%
  $250,000  Kingdom of Jordan, 4.00% - 2023 ....................       148,125

            NEW ZEALAND - 4.1%
   300,000  New Zealand Government, 6.50% - 2000(3) ............       208,929

            POLAND - 7.3%
 1,120,000  Government of Poland, 16.00% - 1998(3) .............       369,024

            PORTUGAL - 8.8%
            Obrig Do Tes Medio Prazo,
20,000,000    11.875% - 2000(3) ................................       149,895
35,000,000    11.875% - 2005(3) ................................       295,546
                                                                    ----------
                                                                       445,441

            SOUTH AFRICA - 3.5%
 1,000,000  Republic of South Africa, 12.00% - 2005(3) .........       174,846

            SPAIN - 3.7%
20,000,000  Bonos Y Oblig Del Estado, 10.15% - 2006(3) .........       187,661
                                                                    ----------

            Total government obligations - Global Aggresive
              Bond Series - 63.8% ..............................     3,222,385

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       13
<PAGE>

STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996

                              SECURITY INCOME FUND
                    GLOBAL AGGRESSIVE BOND SERIES (CONTINUED)

PRINCIPAL                                                               MARKET
 AMOUNT     CORPORATE BONDS                                             VALUE
- --------------------------------------------------------------------------------

            CANADA - 9.8%
  $237,000  CHC Helicopter, 11.50% - 2002 ......................      $242,925
   100,000  Roger's Communication, Inc., 10.50% - 2006(3) ......        76,161
   200,000  Stelco, Inc., 10.40% - 2009(3) .....................       172,465
                                                                    ----------
                                                                       491,551

            CZECH REPUBLIC - 4.4%
 2,500,000  CEZ, A.S., 11.30% - 2005(3) ........................        92,809
 3,500,000  Skofin, S.R.O., A.S., 11.625% - 1998(3) ............       129,187
                                                                    ----------
                                                                       221,996

            DENMARK - 6.3%
 1,000,000  Nykredit, 7.00% - 2026(3) ..........................       159,606
 1,000,000  Realkredit Danmark, 7.00% - 2026(3) ................       158,894
                                                                    ----------
                                                                       318,500

            THAILAND - 4.3%
 5,200,000  Italian-Thai Development Company, 12.50% - 2005(3) .       218,374
                                                                    ----------
            Total corporate bonds - Global Aggressive
              Bond Series - 24.8% ..............................     1,250,421

            SHORT-TERM INVESTMENTS
            ------------------------------------------

            INDONESIA - 6.1%

500,000,000 Asia Pulp & Paper, 0% - 4-29-97(3) .................       201,594
250,000,000 Chase Manhattan Bank Time Deposit,
              14.00% - 1-16-97(3) ..............................       105,820
                                                                    ----------
                                                                       307,414
                                                                    ----------

            Total short term investments - Global
              Aggressive Bond Series - 6.1% ....................       307,414
                                                                    ----------
            Total investments - Global Aggressive
              Bond Series - 94.7% ..............................     4,780,220

            WRITTEN OPTIONS - (0.1%)
  $275,342  Call Option on Government of Brazil
              C Bond, strike price 72.75 USD, 1-97
              (premium $3,050) .................................        (5,979)

            Cash and other assets, less liabilities - 5.4% .....       273,007
                                                                    ----------
            Total net assets - Global Aggressive
              Bond Series - 100.0% .............................    $5,047,248
                                                                    ==========

                              SECURITY INCOME FUND
                             HIGH YIELD BOND SERIES

PRINCIPAL                                                               MARKET
 AMOUNT     CORPORATE BONDS                                             VALUE
- --------------------------------------------------------------------------------

            APPAREL - 3.0%
  $150,000  Tultex Corporation, 10.625% - 2005 .................      $163,312

            AUTOMOBILES - 3.2%
   170,000  Exide Corporation, 10.00% - 2005 ...................       177,225

            BANKS & CREDIT - 1.9%
   100,000  B.F. Saul Reit, 11.625% - 2002 .....................       107,500

            BEVERAGES - 3.7%
   100,000  Cott Corporation, 9.375% - 2005 ....................       103,000
   100,000  Delta Beverage Group, 9.75% - 2003 .................       102,250
                                                                    ----------
                                                                       205,250

            BROADCAST MEDIA - 4.4%
   135,000  Allbritton Communications Company, 11.50% - 2004 ...       143,100
   100,000  Heritage Media Corporation, 8.75% - 2006 ...........        96,500
                                                                    ----------
                                                                       239,600

            CHEMICALS - 3.3%
   170,000  Envirodyne Industries, Inc., 12.00% - 2000 .........       180,837

            CABLE SYSTEMS - 9.5%
   100,000  Cablevision Systems Corporation, 10.75% - 2004 .....       104,000
   100,000  Century Communications, 9.50% - 2005 ...............       102,500
   135,000  Comcast Corporation, 9.125% - 2006 .................       138,037
   170,000  Rogers Cablesystems, Ltd., 9.625% - 2002 ...........       178,075
                                                                    ----------
                                                                       522,612

            CONSUMER GOODS - 1.2%
   100,000  Semi-Tech Corporation, 0% - 2003(4) ................        65,750

            ELECTRIC UTILITIES - 5.5%
   135,000  AES Corporation, 10.25% - 2006 .....................       145,800
   150,000  Cal Energy Company Inc., 9.50% - 2006 ..............       154,500
                                                                    ----------
                                                                       300,300

            ENTERTAINMENT - 5.0%
   180,000  Showboat, Inc., 9.25% - 2008 .......................       177,075
   100,000  Station Casinos, Inc., 10.125% - 2006 ..............       100,250
                                                                    ----------
                                                                       277,325

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       14
<PAGE>

STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996

                              SECURITY INCOME FUND
                       HIGH YIELD BOND SERIES (CONTINUED)

PRINCIPAL                                                               MARKET
 AMOUNT     CORPORATE BONDS (CONTINUED)                                 VALUE
- --------------------------------------------------------------------------------

            FINANCIAL SERVICES - 1.9%
  $100,000  Dollar Financial Group, 10.875% - 2006 .............      $103,000

            FOOD PROCESSING - 2.6%
   135,000  TLC Beatrice International Holdings, 11.50% - 2005 .       143,100

            HEALTH CARE SERVICES - 1.8%
   100,000  Regency Health Services, 9.875% - 2002 .............       101,250

            MANUFACTURING - 3.8%
   100,000  Sequa Corporation, 9.375% - 2003 ...................       101,000
   100,000  Shop Vac Corporation, 10.625% - 2003 ...............       105,250
                                                                    ----------
                                                                       206,250

            MEDICAL - 1.9%
   100,000  Maxxim Medical, 10.50% - 2006 ......................       104,500

            MISCELLANEOUS - 1.8%
   100,000  Jordan Industries, 10.375% - 2003 ..................        98,750

            OIL & GAS COMPANIES - 5.3%
   135,000  Maxus Energy, 9.50% - 2003 .........................       136,688
   150,000  Seagull Energy Corporation, 8.625% - 2005 ..........       155,625
                                                                    ----------
                                                                       292,313

            PACKAGING & CONTAINERS - 1.9%
   100,000  Plastic Containers, Inc., 10.00% - 2006 ............       103,250

            PETROLEUM - 1.9%
   100,000  Crown Central Petroleum, 10.875% - 2005 ............       102,125

            PUBLISHING & PRINTING - 6.2%
   170,000  Golden Books Publishing, Inc., 7.65% - 2002 ........       153,425
   180,000  KIII Communications Corporation, 10.625% - 2002 ....       189,000
                                                                    ----------
                                                                       342,425

            RECREATION - 1.9%
   100,000  AMF Group, Inc., 10.875% - 2006 ....................       105,500

            RESTAURANTS - 2.6%
   135,000  Carrols Corporation, 11.50% - 2003 .................       143,438

            STEEL & METAL PRODUCTS- 0.9%
    50,000  AK Steel Corporation, 9.125% - 2006 ................        51,375

            TEXTILES - 4.4%
  $100,000  Pillowtex Corporation, 10.00% - 2006 ...............      $104,000
  $135,000  Westpoint Stevens, Inc., 9.375% - 2005 .............       138,713
                                                                    ----------
                                                                       242,713

            TOBACCO PRODUCTS - 2.6%
  $135,000  Dimon, Inc., 8.875% - 2006 .........................       141,244

            TRANSPORTATION - 6.0%
  $135,000  Teekay Shipping Corporation, 8.32% - 2003 ..........       135,000
  $175,000  Atlas Air, Inc., 12.25% - 2002 .....................       194,031
                                                                    ----------
                                                                       329,031
                                                                    ----------

            Total corporate bonds- High Yield
              Bond Series - 88.2% ..............................     4,849,975

            PREFERRED STOCK
            ------------------------------------------

            BANKING & CREDIT - 3.6%
     1,750  First Nationwide Bank ..............................       200,375
                                                                    ----------

            Total preferred stock - High Yield
              Bond Series 3.6% .................................       200,375
                                                                    ----------
            Total investments - High Yield Bond Series - 91.8% .     5,050,350
            Cash and other assets, less liabilities - 8.2% .....       448,756
                                                                    ----------
            Total net assets - High Yield Bond Series - 100.0% .    $5,499,106
                                                                    ==========

                            SECURITY TAX-EXEMPT FUND

            MUNICIPAL BONDS
            ------------------------------------------

            CIVIC CENTER DEVELOPMENT REVENUE - 1.0%
  $250,000  District of Columbia Redevelopment Washington D.C.
              Sports Arena, 5.40% - 2000 .......................      $251,250

            EDUCATION REVENUE - 22.7%
$1,000,000  Illinois Chicago School, Series A, 4.90% - 2005 ....       993,750
  $480,000  Iowa Higher Education St. Ambrose, 5.75% - 2011 ....       463,200
$1,000,000  Island County Washington School District
              South Whidbey, 6.75% - 2007 ......................     1,148,750

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       15
<PAGE>

STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996

                      SECURITY TAX-EXEMPT FUND (CONTINUED)

PRINCIPAL                                                               MARKET
 AMOUNT     MUNICIPAL BONDS (CONTINUED)                                 VALUE
- --------------------------------------------------------------------------------

            EDUCATION REVENUE, CONTINUED

$1,000,000  Federal Way, Washington School District,
              4.80% - 2007 .....................................      $967,500

   500,000  Mukwanago, Wisconsin School District, 5.00% - 2004 .       506,250

 1,000,000  North Brunswick Township, New Jersey Board
              of Education, 6.30% - 2013 .......................     1,066,250

   500,000  Northfield, Minnesota School District #659,
              4.80% - 2007 .....................................       490,000
                                                                    ----------
                                                                     5,635,700

            ELECTRIC UTILITY REVENUE - 17.5%
 1,000,000  Georgia Municipal Electric Authority, 5.25% - 2025 .       941,250
 1,200,000  Massachusetts Municipal Wholesale Electric Company
              Power Supply System, Series B, 6.625% - 2004 .....     1,299,000
 1,000,000  Nebraska Public Power District Revenue,
              Series A, 6.25% - 2022 ...........................     1,032,500
 1,000,000  Washington Public Power Supply System Revenue
              Nuclear Project #2, 6.30% - 2012 .................     1,068,750
                                                                    ----------
                                                                     4,341,500

            GENERAL OBLIGATION - 16.7%
 1,000,000  Clark County, Nevada School District, Series A,
              5.50% - 2016 .....................................       986,250
 1,000,000  Dade County Florida, 5.75% - 2001 ..................     1,050,000
 1,000,000  State of Illinois, 6.10% - 2003 ....................     1,073,750
 1,000,000  Tulsa, Oklahoma, 5.125% - 2000 .....................     1,021,250
                                                                    ----------
                                                                     4,131,250

            HIGHWAY REVENUE - 5.9%
 1,400,000  Harris County, Texas, Series A, Toll Road & Tax,
              6.125% - 2020 ....................................     1,475,250

            POLLUTION CONTROL - 4.1%
 1,000,000  Kansas City, Kansas General Motors Corporation
              Project, 5.45% - 2006 ............................     1,012,500

            PORTS & HARBORS - 2.1%
   500,000  Kansas City, Missouri Port Authority
              Riverfront Park, 5.75% - 2005 ....................       513,125

            SALES TAX REVENUE - 5.2%
 1,300,000  Los Angeles, California, 5.625% - 2018 .............     1,293,500

            SEWER REVENUE - 17.1%
$1,000,000  DuPage County, Illinois Stormwater
              Project Refunding, 5.60% - 2021 ..................    $1,017,500
 1,000,000  Houston, Texas Water & Sewer System
              Revenue Series A, 6.20% - 2020 ...................     1,046,250
 1,000,000  King County Washington Sewer
              Revenue Series A, 6.25% - 2034 ...................     1,050,000
 1,100,000  Los Angeles, CA Wastewater System
              Revenue, 6.00% - 2014 ............................     1,139,875
                                                                    ----------
                                                                     4,253,625

            VARIOUS PURPOSE REVENUE - 4.0%
 1,000,000  Denver Metropolitan Major League Baseball Stadium
              Project, 4.00% - 1999 ............................       988,750
                                                                    ----------

            Total investments - Tax-Exempt Fund - 96.3% ........    23,896,450

            Cash and other assets, less liabilities - 3.7% .....       918,053
                                                                    ----------
            Total net assets - Tax-Exempt Fund - 100.0% ........   $24,814,503
                                                                    ==========

                               SECURITY CASH FUND

            COMMERCIAL PAPER
            ------------------------------------------
            BROKERAGE - 2.8%
$1,277,000  Merrill Lynch & Company, Inc.,
              5.34%, 1-15-97 ...................................       $99,792
              5.33%, 1-22-97 ...................................       722,746
              5.35%, 2-4-97 ....................................        99,494
              5.35%, 2-6-97 ....................................       350,117
                                                                    ----------
                                                                     1,272,149

            COMBINATION GAS & ELECTRIC - 4.7%
   440,000  Baltimore Gas & Electric Company, 5.35%, 1-17-97 ...       438,954
   700,000  Central Illinois Light Company, 5.85%, 1-13-97 .....       698,635
 1,000,000  Madison Gas & Electric Company, 5.40%, 1-15-97 .....       997,900
                                                                    ----------
                                                                     2,135,489

            COMPUTER SYSTEMS - 4.0%
 1,800,000  International Business Machines Corporation,
              5.39%, 1-8-97 ....................................       998,952
              5.31%, 2-24-97 ...................................       793,628
                                                                    ----------
                                                                     1,792,580

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       16
<PAGE>

STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996

                         SECURITY CASH FUND (CONTINUED)

PRINCIPAL                                                               MARKET
 AMOUNT     COMMERCIAL PAPER (CONTINUED)                                VALUE
- --------------------------------------------------------------------------------

            ELECTRIC UTILITIES - 11.0%
  $100,000  Idaho Power Company, 6.15%, 1-16-97 ................       $99,744
 1,611,000  Interstate Power Company,
              5.37%, 1-14-97 ...................................       210,591
              5.40%, 1-15-97 ...................................       399,160
              5.55%, 2-19-97 ...................................       992,446
 1,301,000  Massachusetts Electric Company,
              6.05%, 1-2-97 ....................................       550,907
              6.00%, 1-3-97 ....................................       749,750
 2,000,000  Southern California Edison Company, 5.35%, 1-13-97 .     1,996,433
                                                                    ----------
                                                                     4,999,031

            ELECTRONICS - 4.4%
 2,000,000  Avnet, Inc., 5.42%, 1-6-97 .........................     1,998,494

            ENGINEERING - 4.9%
 2,250,000  Fluor Corporation, 5.37%, 1-29-97 ..................     2,240,603

            FOOD PROCESSING - 1.5%
   700,000  McCormick & Company, Inc., 5.31%, 1-10-97 ..........       699,071

            INDUSTRIAL SERVICES - 2.7%
 1,250,000  PPG Industries, Inc., 5.32%, 2-10-97 ...............     1,242,611

            LEASING - 3.1%
 1,400,000  International Lease Finance Corporation,
              5.30%, 1-23-97 ...................................     1,395,466

            NATURAL GAS - 1.9%
   800,000  Bay State Gas Company, 5.35%, 1-24-97 ..............       797,266

            POLLUTION CONTROL - 4.4%
 2,000,000  Engelhard Corporation, 5.32%, 2-14-97 ..............     1,986,996

            RETAIL--GROCERY - 4.5%
 2,050,000  Winn-Dixie Stores, 5.38%, 1-28-97 ..................     2,041,728

            TOBACCO - 4.4%
 2,000,000  B.A.T. Capital Corporation, 5.38%, 1-17-97 .........     1,995,218

            WASTE - 5.9%
 2,700,000  WMX Technologies, Inc., 5.40%, 1-24-97 .............     2,690,685
                                                                    ----------
            Total commercial paper - Cash Fund - 60.2% .........    27,287,387

PRINCIPAL   U.S.GOVERNMENT & GOVERNMENT                                 MARKET
 AMOUNT     AGENCY SECURITIES                                           VALUE
- --------------------------------------------------------------------------------

            FEDERAL FARM CREDIT BANKS - 2.2%
$1,000,000    4.95%, 3-3-97 ....................................      $997,031

            FEDERAL HOME LOAN BANK - 4.4%
 2,000,000    5.63%, 12-17-97 ..................................     2,000,000

            FEDERAL NATIONAL MORTGAGE ASSOCIATION - 6.6%
 3,000,000    4.97%, 3-10-97 ...................................     2,998,077

            SBA POOLS - 13.1%
 1,853,960    6.50% - 2017(1) ..................................     1,871,455
 1,129,571    5.875% - 2018(2) .................................     1,133,807
   944,512    5.875% - 2020(2) .................................       944,512
   989,217    5.75% - 2021(2) ..................................       989,836
   976,265    5.75% - 2021(2) ..................................       976,875
                                                                    ----------
                                                                     5,916,485
                                                                    ----------
            Total U.S. government & government agency
              securities - Cash Fund - 26.3% ...................    11,911,593
                                                                    ----------
            Total investments - Cash Fund - 86.5% ..............    39,198,980
            Cash and other assets, less liabilities - 13.5% ....     6,131,744
                                                                    ----------
            Total net assets - Cash Fund - 100.0% ..............   $45,330,724
                                                                    ==========

The identified cost of investments  owned at December 31, 1996, was the same for
federal income tax and book  purposes,  except for the Corporate Bond Series for
which the identified cost for federal income tax purposes was $75,921,420.

CMO - (Collateralized Mortgage Obligation)
1    Variable rate security which may be reset the first of each month.
2    Variable rate security which may be reset the first of each quarter.
3    Principal  amount on foreign  bonds is reflected in local  currency  (e.g.,
     Danish krone) while market value is reflected in U.S. dollars.
4    Deferred interest obligation;  currently zero coupon under terms of initial
     offering.
5    Put bond - a type of  specialty  bond that  gives the  holder  the right to
     redeem to the issuer at certain specified times before maturity.

                             SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       17
<PAGE>

BALANCE SHEETS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                  SECURITY INCOME FUND
                                       ----------------------------------------------------------------
                                       CORPORATE       U.S.       LIMITED       GLOBAL         HIGH       SECURITY       SECURITY
                                         BOND       GOVERNMENT    MATURITY    AGGRESSIVE       YIELD     TAX-EXEMPT        CASH
                                        SERIES        SERIES     BOND SERIES  BOND SERIES   BOND SERIES     FUND           FUND
                                       ---------------------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>          <C>           <C>           <C>           <C>
ASSETS
Investments, at value (identified 
  cost $75,920,997, $8,368,335,
  $5,053,086, $4,636,461, $4,903,283,
  $23,444,597 and $11,911,593,
  respectively) .....................  $75,718,270  $8,529,924   $5,116,636   $4,780,220    $5,050,350    $23,896,450   $11,911,593
Commercial paper, at amortized cost
  which approximates market value ...           --          --           --           --            --             --    27,287,387
Cash ................................    3,819,126      19,657      480,863       10,832       335,499        470,572            --
Receivables:
  Fund shares sold ..................        3,058       2,955        4,664          176           323            226     6,253,739
  Securities sold ...................       30,883          --        1,724      110,392            --             --        65,162
  Interest ..........................    1,376,532     150,717      109,306      162,365       116,259        459,712       136,935
  Security Management Company .......        1,370         427          715          104           158             --            --
Prepaid expense .....................        2,573       3,798        2,809           --            --          9,129        13,303
Forward foreign exchange contracts ..           --          --           --        4,917            --             --            --
                                      ------------ -----------  -----------   ----------   -----------   ------------  ------------
       Total assets .................  $80,951,812  $8,707,478   $5,716,717   $5,069,006    $5,502,589    $24,836,089   $45,668,119
                                      ============ ===========  ===========   ==========   ===========   ============  ============

LIABILITIES AND NET ASSETS
Liabilities:
  Payable for fund shares redeemed ..     $201,806         $--       $9,800          $--           $--            $--       $70,126
  Dividends payable to shareholders .           --          --           --        1,460            --             --       163,788
  Written call options outstanding ..           --          --           --        5,979            --             --            --
  Cash overdraft ....................           --          --           --           --            --             --        41,507
  Other liabilities:                                                                                                               
    Management fees .................       35,769          --           --           --            --         10,762        24,897
    12b-1 distribution plan fees ....       22,667       2,591        1,694        2,033         2,972          1,180            --
    Custodian and transfer agent fees       10,725       4,304        3,165        3,316            80          1,353        11,529
    Administration fees .............        6,438         786          426          188           431          1,937         1,725
    Professional fees ...............        4,502       1,094        2,427          942            --          2,530         5,003
    Miscellaneous ...................        6,260       1,304          296        7,840            --          3,824        18,820
                                        ----------  ----------   ----------  -----------   -----------     ----------   ------------
       Total liabilities ............      288,167      10,079       17,808       21,758         3,483         21,586       337,395

Net Assets:
Paid in capital .....................   93,223,300   9,514,029    5,704,923    4,885,064     5,387,903     25,834,978    45,330,724
Undistributed net investment
  income (loss) .....................           --         158           --      117,348           721          5,559            --
Accumulated undistributed net realized
  loss on sale of investments and
  foreign currency transactions .....  (12,356,928)   (978,377)     (69,564)     (99,652)      (36,585)    (1,477,887)           --
Net unrealized appreciation
  (depreciation) in value of investments
  and translation of assets and
  liabilities in foreign currency ...     (202,727)    161,589       63,550      144,488       147,067        451,853            --
                                      ------------  ----------  -----------  -----------  ------------   ------------  ------------
    Net assets ......................   80,663,645   8,697,399    5,698,909    5,047,248     5,499,106     24,814,503    45,330,724
                                      ------------  ----------  -----------  -----------  ------------   ------------  ------------
       Total liabilities and
         net assets .................  $80,951,812  $8,707,478   $5,716,717   $5,069,006    $5,502,589    $24,836,089   $45,668,119
                                      ============  ==========  ===========  ===========  ============   ============  ============

CLASS "A" SHARES
Capital shares outstanding ..........   10,681,022   1,704,844      486,912      338,604       181,468      2,397,740    45,330,724
Net assets ..........................  $73,360,359  $8,036,075   $4,937,697   $3,506,595    $2,780,234    $23,304,115   $45,330,724
Net asset value per share (net assets
  divided by shares outstanding) ....        $6.87       $4.71       $10.14       $10.36        $15.32          $9.72         $1.00
Add: Selling commission
  (4.75% of offering price)
  (excluding Cash Fund) .............         0.34        0.23         0.51          .52           .76           0.48            --
                                      ------------ ----------- ------------ ------------  ------------   ------------  ------------
Offering price per share
  (net asset value
  divided by 95.25%) ................        $7.21       $4.94       $10.65       $10.88        $16.08         $10.20         $1.00
                                      ============ =========== ============ ============  ============   ============  ============
CLASS "B" SHARES
Capital shares outstanding ..........    1,057,722     140,328       75,091      148,027       177,479        155,270            --
Net assets ..........................   $7,303,286    $661,324     $761,212   $1,540,653    $2,718,872     $1,510,388            --
Net asset value per share
  (net assets divided
  by shares outstanding) ............        $6.90       $4.71       $10.14       $10.41        $15.32          $9.73            --
                                      ============ =========== ============ ============  ============   ============  ============
</TABLE>

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       18
<PAGE>

STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                  SECURITY INCOME FUND
                                       ----------------------------------------------------------------
                                       CORPORATE       U.S.       LIMITED       GLOBAL         HIGH       SECURITY       SECURITY
                                         BOND       GOVERNMENT    MATURITY    AGGRESSIVE       YIELD     TAX-EXEMPT        CASH
                                        SERIES        SERIES     BOND SERIES  BOND SERIES   BOND SERIES*    FUND           FUND
                                       ---------------------------------------------------------------------------------------------

<S>                                     <C>           <C>          <C>          <C>           <C>          <C>           <C>
INVESTMENT INCOME:
  Interest ..........................   $6,648,760    $761,589     $403,999     $575,957      $192,134     $1,362,359    $2,640,745

EXPENSES
  Management fees ...................      440,214      55,727       26,161       34,900        12,264        120,946       247,304
  Transfer/maintenance fees .........      106,615      18,012        3,875        1,269           274         16,538       130,682
  12b-1 distribution plan fees ......      263,503      31,385       19,017       22,956        13,262         12,756            --
  Administration fees ...............       79,239       9,690        4,638       41,952         1,920         22,530        21,721
  Custodian fees ....................       12,146       4,600        4,478       10,519           462          1,345         8,824
  Directors' fees ...................        8,940       1,122          520          385            --         11,241        11,766
  Professional fees .................        1,746          --        7,514        9,739         3,000             --         3,131
  Registration fees .................       23,243      16,374       15,016       19,296        20,855         23,076        45,264
  Other expenses ....................       14,200       1,267        1,105        1,444           709          4,092        16,556
                                      ------------ ----------- ------------  -----------  ------------   ------------  ------------
                                           949,846     138,177       82,324      142,460        52,746        212,524       485,248

  Less: Earnings credits applied ....       (2,590)     (1,365)      (1,687)          --            --         (1,345)       (2,633)
    Reimbursement of expenses .......      (10,663)    (60,974)     (27,868)     (38,590)      (12,264)        (2,358)           --
                                      ------------ ----------- ------------  -----------  ------------   ------------  ------------

       Total expenses ...............      936,593      75,838       52,769      103,870        40,482        208,821       482,615
                                      ------------ ----------- ------------  ------------ ------------   ------------  ------------
         Net investment income ......    5,712,167     685,751      351,230      472,087       151,652      1,153,538     2,158,130

NET REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss)
    during the period on:
    Investments .....................   (1,347,012)    182,946      (46,509)     133,869       (36,585)        56,324            --
    Foreign currency transactions ...           --          --           --     (174,582)           --             --            --
                                      ------------ ----------- ------------  ----------- -------------   ------------  ------------
      Net realized gain (loss) ......   (1,347,012)    182,946      (46,509)     (40,713)      (36,585)        56,324            --

  Net change in unrealized
    appreciation (depreciation)
    during the period on:
      Investments ...................   (5,522,985)   (735,463)    (186,260)      71,369       147,067       (671,331)           --
      Translation of assets and
        liabilities in foreign
        currencies ..................           --          --           --        3,699            --             --            --
                                      ------------ -----------  -----------   ----------  ------------   ------------  ------------

    Net unrealized appreciation
      (depreciation) ................   (5,522,985)   (735,463)    (186,260)      75,068       147,067       (671,331)           --
                                      ------------ -----------  -----------   ----------  ------------   ------------  ------------

    Net gain (loss) .................   (6,869,997)   (552,517)    (232,769)      34,355       110,482       (615,007)           --
                                      ------------ -----------  -----------   ----------  ------------   ------------  ------------
      Net increase (decrease)
        in net assets resulting
        from operations .............  ($1,157,830)   $133,234     $118,461     $506,442      $262,134       $538,531    $2,158,130
                                      ============ ===========  ===========   ==========  ============   ============  ============
</TABLE>

*Period August 5, 1996 (inception) through December 31, 1996.

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       19
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                  SECURITY INCOME FUND
                                       ----------------------------------------------------------------
                                       CORPORATE       U.S.       LIMITED       GLOBAL         HIGH       SECURITY       SECURITY
                                         BOND       GOVERNMENT    MATURITY    AGGRESSIVE       YIELD     TAX-EXEMPT        CASH
                                        SERIES        SERIES     BOND SERIES  BOND SERIES   BOND SERIES*    FUND           FUND
                                       ---------------------------------------------------------------------------------------------
<S>                                     <C>           <C>          <C>          <C>           <C>          <C>           <C>
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS
  Net investment income .............   $5,712,167    $685,751     $351,230     $472,087      $151,652     $1,153,538    $2,158,130
  Net realized gain (loss) ..........   (1,347,012)    182,946      (46,509)     (40,713)      (36,585)        56,324            --
  Unrealized appreciation
    (depreciation) during the period    (5,522,985)   (735,463)    (186,260)      75,068       147,067       (671,331)           --
                                       -----------   ---------   ----------   ----------    ----------    -----------    ----------
     Net increase (decrease) in
       net assets resulting
       from operations ..............   (1,157,830)    133,234      118,461      506,442       262,134        538,531     2,158,130

DISTRIBUTIONS TO 
SHAREHOLDERS FROM:
  Net investment income
    Class A .........................   (5,393,982)   (655,579)    (304,962)    (210,236)      (79,996)    (1,107,445)   (2,158,130)
    Class B .........................     (343,417)    (32,686)     (47,156)     (85,158)      (70,935)       (44,319)           --
  In excess of net realized gain
    Class A .........................           --          --           --      (74,660)           --             --            --
    Class B .........................           --          --           --      (32,900)           --             --            --
  Tax return of capital
    Class A .........................           --          --       (5,684)          --            --             --            --
    Class B .........................           --          --         (879)          --            --             --            --
                                       -----------   ---------   ----------   ----------    ----------    -----------    ----------
      Total distributions to 
        shareholders ................   (5,737,399)   (688,265)    (358,681)    (402,954)     (150,931)    (1,151,764)   (2,158,130)

CAPITAL SHARE TRANSACTIONS (A):
  Proceeds from sale of shares
    Class A .........................    8,731,109   1,930,782    2,444,146      255,854     2,644,208      1,613,431   310,586,017
    Class B .........................    3,464,361     375,419      269,401       79,004     2,611,381        579,929            --
  Dividends reinvested
    Class A .........................    4,241,649     543,532      284,749      283,688        79,998        626,193     1,969,086
    Class B .........................      304,987      26,151       47,452      110,636        70,935         31,495            --
  Cost of shares redeemed
    Class A .........................  (26,834,054) (3,998,800)    (913,142)     (66,489)          (48)    (3,379,177) (305,382,279)
    Class B .........................   (1,793,517)   (286,899)    (267,281)    (127,192)      (18,571)      (260,053)           --
                                       -----------   ---------   ----------   ----------    ----------    -----------    ----------
      Net increase (decrease) from
        capital share transactions ..  (11,885,465) (1,409,815)   1,865,325      535,501     5,387,903       (788,182)    7,172,824
                                       -----------   ---------   ----------   ----------    ----------    -----------    ----------
         Total increase (decrease) 
           in net assets ............  (18,780,694) (1,964,846)   1,625,105      638,989     5,499,106     (1,401,415)    7,172,824

NET ASSETS:
  Beginning of period ...............   99,444,339  10,662,245    4,073,804    4,408,259            --     26,215,918    38,157,900
                                       -----------  ----------   ----------   ----------    ----------    -----------   -----------
  End of period .....................  $80,663,645  $8,697,399   $5,698,909   $5,047,248    $5,499,106    $24,814,503   $45,330,724
                                       ===========  ==========   ==========   ==========    ==========    ===========   ===========

  Undistributed net investment
    income ..........................          $--        $158          $--     $117,348          $721         $5,559           $--
                                       ===========  ==========   ==========   ==========    ==========    ===========   ===========

    (a) Shares issued and redeemed:
        Shares sold
          Class A ...................    1,257,439     408,653      236,285       24,675       176,201        167,132   310,586,017
          Class B ...................      497,238      79,022       25,885        7,907       174,028         59,521            --
        Dividends reinvested
          Class A ...................      608,432     115,124       27,590       27,930         5,270         65,031     1,969,086
          Class B ...................       43,584       5,533        4,593       10,901         4,677          3,268            --
        Shares redeemed
          Class A ...................   (3,860,010)   (845,356)     (88,496)      (6,449)           (3)      (350,952) (305,382,279)
          Class B ...................     (256,329)    (61,304)     (25,864)     (12,357)       (1,226)       (27,117)           --

        Net increase (decrease) .....   (1,709,646)   (298,328)     179,993       52,607       358,947        (83,117)    7,172,824
                                       ===========  ==========   ==========   ==========    ==========    ===========   ===========
</TABLE>

*Period August 5, 1996 (inception) through December 31, 1996.

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       20
<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.
- --------------------------------------------------------------------------------
                                       21
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
SELECTED DATA FOR EACH SHARE OF CAPITAL
STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
                                                                                                                Ratio
                                                                                                                of     Ratio
                           Net                 Divi-                                                            expen- of
         Net               gain      Total     dends                                  Net             Net       ses    net
Fiscal   asset             (loss)    from      (from     Distri                       asset           assets    to     income  Port-
period   value    Net      (real-    invest-   net       butions                      value           end of    aver-  to      folio
ended    begin-   invest-  ized &    ment      invest-   (from     Return   Total     end     Total   period    age    average turn-
Decem-   ning of  ment     unreal-   opera-    ment      capital   of       distri-   of      return  (thou-    net    net     over
ber 31   period   income   ized)     tions     income)   gains)    capital  butions   period  (a)     sands)    assets assets  rate
- ------------------------------------------------------------------------------------------------------------------------------------

                                                 CORPORATE BOND SERIES (CLASS A)
<S>      <C>     <C>       <C>       <C>      <C>        <C>      <C>      <C>        <C>    <C>    <C>        <C>     <C>    <C>
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)(g) 6.68    0.47      0.708     1.178    (0.468)     --       --      (0.468)    7.39  18.2%    93,701   1.02%   6.62%  200%
1996(d)(g) 7.39    0.47     (0.517)   (0.047)   (0.473)     --       --      (0.473)    6.87  (0.5%)   73,360   1.01%   6.54%  292%

                                                 CORPORATE BOND SERIES (CLASS B)

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)(g)     6.71    0.40      0.725     1.125    (0.405)     --       --      (0.405)   7.43   17.3%     5,743   1.85%   5.80%  200%
1996(c)                                                                                                                            
(d)(g)     7.43    0.40     (0.517)   (0.117)   (0.413)     --       --      (0.413)   6.90   (1.4%)    7,303   1.85%   5.70%  292%

                                                U.S. GOVERNMENT SERIES (CLASS A)

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)(g)     4.35    0.30      0.620    0.92      (0.30)      --       --      (0.30)     4.97  21.9%    10,080   1.11%   6.41%   81%
1996(c)
(d)(g)     4.97    0.31     (0.256)   0.054     (0.314)     --       --      (0.314)    4.71   1.3%     8,036   0.65%   6.44%   75%

                                               U.S. GOVERNMENT SERIES (CLASS A)

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)(g)     4.35    0.30      0.620     0.92     (0.30)      --       --      (0.30)     4.97  21.9%    10,080   1.11%   6.41%   81%
1996(c)
(d)(g)     4.97    0.31     (0.256)    0.054    (0.314)     --       --      (0.314)    4.71   1.3%     8,036   0.65%   6.44%   75%

                                               U.S. GOVERNMENT SERIES (CLASS B)

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)(g)     4.35    0.26      0.625     0.885    (0.265)     --       --      (0.265)   4.97   20.9%        582  1.87%   5.69%   81%
1996(c)
(d)(g)     4.97    0.25     (0.254)   (0.004)   (0.256)     --       --      (0.256)   4.71   (0.02%)      661  1.86%   5.23%   75%

                                             LIMITED MATURITY BOND SERIES (CLASS A)

1995(c)
(d)(e)(g)$10.00   $0.62     $0.652    $1.272   $(0.612)    $--      $--     $(0.612)  $10.66  13.0%    $3,322   0.84%   5.97%    4%
1996(c)
(d)(g)    10.66    0.72     (0.507)    0.213    (0.720)     --     (0.013)   (0.733)   10.14   2.1%     4,938   0.90%   6.97%  105%

                                             LIMITED MATURITY BOND SERIES (CLASS B)

1995(c)(d)
(e)(g)   $10.00   $0.53     $0.664    $1.194   $(0.524)    $--      $--     $(0.524)  $10.67  12.2%      $752   1.71%   5.12%    4%
1996(c)
(d)(g)    10.67    0.63     (0.524)    0.106    (0.624)     --     (0.012)   (0.636)  $10.14   1.1%       761   1.88%   5.99%  105%

                                             GLOBAL AGGRESSIVE BOND SERIES (CLASS A)

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%
1996(c)(d)10.15    1.06      0.064     1.124    (0.687)   (0.227)    --      (0.914)   10.36  11.6%     3,507   1.98%  10.39%   96%

                                             GLOBAL AGGRESSIVE BOND SERIES (CLASS B)

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%
1996(c)(d)10.17    0.98      0.06      1.04     (0.573)   (0.227)    --      (0.80)    10.41  10.7%     1,541   2.75%   9.64%   96%

                                                  HIGH YIELD BOND SERIES (CLASS A)

1996(c)(d)
(h)(g)   $15.00   $0.45     $0.32     $0.77    $(0.45)     $--      $--     $(0.45)   $15.32   5.2%    $2,780   1.54%   7.47%  168%

                                                  HIGH YIELD BOND SERIES (CLASS B)

1996(c)(d)
(h)(g)   $15.00   $0.41     $0.32     $0.73    $(0.41)     $--      $--     $(0.41)   $15.32   4.9%    $2,719   2.26%   6.74%  168%
</TABLE>

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       22
<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
SELECTED DATA FOR EACH SHARE OF CAPITAL
STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
                                                                                                                Ratio
                                                                                                                of     Ratio
                           Net                 Divi-                                                            expen- of
         Net               gain      Total     dends                                  Net             Net       ses    net
Fiscal   asset             (loss)    from      (from     Distri                       asset           assets    to     income  Port-
period   value    Net      (real-    invest-   net       butions                      value           end of    aver-  to      folio
ended    begin-   invest-  ized &    ment      invest-   (from     Return   Total     end     Total   period    age    average turn-
Decem-   ning of  ment     unreal-   opera-    ment      capital   of       distri-   of      return  (thou-    net    net     over
ber 31   period   income   ized)     tions     income)   gains)    capital  butions   period  (a)     sands)    assets assets  rate
- ------------------------------------------------------------------------------------------------------------------------------------

                                                  SECURITY TAX-EXEMPT FUND (CLASS A)
<S>      <C>     <C>       <C>       <C>      <C>        <C>      <C>      <C>       <C>     <C>    <C>        <C>     <C>    <C>
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       9.05    0.48      0.891     1.371    (0.481)     --       --      (0.481)    9.94  15.5%    25,026   0.86%   5.02%  103%
(c)(d)(g)
1996       9.94    0.45     (0.215)    0.235    (0.455)     --       --      (0.455)    9.72   2.5%    23,304   0.78%   4.67%   54%
(c)(d)(g)

                                                  SECURITY TAX-EXEMPT FUND (CLASS B)

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       9.05    0.37      0.902     1.272    (0.372)     --       --      (0.372)    9.95  14.3%      1,190  2.00%   3.90%  103%
(c)(d)(g)
1996       9.95    0.33     (0.215)    0.115    (0.335)     --       --      (0.335)    9.73   1.2%      1,510  2.01%   3.44%   54%
(c)(d)(g)

                                                           SECURITY CASH FUND

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       1.00    0.049     --        0.049    (0.049)     --       --      (0.049)    1.00   5.0%    38,158   1.00%   5.00%   --
(c)(d)(g)
1996       1.00    0.045     --        0.045    (0.045)     --       --      (0.045)    1.00   4.6%    45,331   1.01%   4.47%   --
(c)(d)(g)
</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    1996
                                 -----  -----   -----   -----   -----   -----
    Corporate Bond    Class B       --     --      --   2.00%    2.19%   2.05%
    U.S. Government   Class A    1.24%  1.20%   1.20%   1.20%    1.22%   1.17%
                      Class B       --     --   1.75%   2.91%    3.70%   3.26%
    Limited Maturity  Class A       --     --      --      --    1.04%   1.40%
      Bond            Class B       --     --      --      --    2.12%   2.60%
    Global Aggressive Class A       --     --      --      --    2.42%   2.73%
      Bond            Class B       --     --      --      --    3.93%   3.75%
    High Yield        Class A       --     --      --      --       --   2.11%
                      Class B       --     --      --      --       --   2.83%
    Tax-Exempt        Class A       --     --      --      --    0.86%   0.78%
                      Class B       --     --      --   2.32%    2.45%   2.19%
    Cash                            --  1.03%   1.03%      --    1.04%   1.01%

(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  including  reimbursements,  were  calculated  without  the
     reduction for custodian fees earnings credits  beginning  February 1, 1995.
     Expense ratios with such reductions would have been as follows:

                                             1995        1996
                                             -----       -----
     Corporate Bond             Class A      1.02%       1.01%
                                Class B      1.85%       1.85%
     U.S. Government            Class A      1.10%       0.64%
                                Class B      1.85%       1.85%
     Limited Maturity Bond      Class A      0.81%       0.87%
                                Class B      1.65%       1.85%
     Tax-Exempt                 Class A      0.85%       0.77%
                                Class B      2.00%       2.00%
     Cash Fund                               1.00%       1.00%

(h)  Security  High Yield Bond  Series was  initially  capitalized  on August 5,
     1996, with a net asset value of $15 per share.  Percentage  amounts for the
     period have been annualized, except for total return.

                            SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       23
<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1996


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 five Series,  the Corporate Bond Series, the
U.S.  Government Series, the Limited Maturity Bond Series, the Global Aggressive
Bond  Series  and the High  Yield  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.  These policies are in conformity with generally accepted accounting
principles.

     A. SECURITY  VALUATION -- Valuations of Income Fund's and Tax-Exempt Fund's
securities are supplied by pricing services  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 last 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.  If  there  is no  bid  price  or if  the  bid  price  is  deemed  to be
unsatisfactory  by the Board of Directors or by the Fund's  investment  manager,
then the  securities  are  valued in good  faith by such  method as the Board of
Directors determines will reflect the fair value. 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. OPTIONS - The Global  Aggressive  Bond Series and High Yield Bond Series
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 markets. Call and put options on securities give the holder the
right to purchase or sell,  respectively  (and the writer the obligation to sell
or purchase),  a security at a specified  price, on or until a certain date. The
primary  risks  associate  with the use of options are an imperfect  correlation
between the change in market value of the securities  held by the Series and the
price of the option, the possibility of an illiquid market, and the inability of
the counter-party to meet the terms of the contract.

     The premium received for a written option is recorded as an asset,  with an
equal  liability  which is marked to market based on the  option's  quoted daily
settlement price.  Fluctuation in  the value of such instruments are recorded as
unrealized appreciation  (depreciation) until terminated, at which time realized
gains and losses are recognized. The Global Aggressive Bond Series wrote covered
call options during the year in which the Series received $7,179 in premiums.

     E. 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.

     F.  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.

     G. 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.

     H. EARNINGS CREDITS - Under the fee schedule with the custodian,  the Funds
earn  credits  based on  overnight  custody  cash  balances.  These  credits are
utilized to reduce related custodial  expenses.  The custodian fees disclosed in
the  statement of  operations  do 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, LLC (SMC) under
investment  advisory contracts at an annual rate of .50 of 1% of the average net
assets of each fund, except for Global Aggressive Bond Series and the High Yield
Bond Series  whose fees are .75 of 1% and .60 of 1% of the average net assets of
each Series,  respectively.  The  investment  advisory  contract for Income Fund
provides  that the total annual  expenses

                                       24
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------


of each Series of the Fund (including  management fees and custodian fees net of
earnings  credits,  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
period  ended  December  31,  1996,  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 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 and the High Yield 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 U.S.  Government  Series,
Limited Maturity Bond Series,  Global  Aggressive Bond Series and the High Yield
Bond Series until  December  31,  1996.  The  investment  advisory  contract for
Tax-Exempt and Cash Funds  provides that the total annual  expenses of the Funds
net of  custodian  fee  earnings  credits  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,  U.S.
Government  Series,  Limited Maturity Bond Series,  High Yield Bond 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) $45,000 in the year ending  April 29,  1997;  and (ii)
$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.  LMC  agreed  to  waive  its
sub-advisory  fee until  December 31, 1996. 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 Security
Benefit  Group,  Inc.,  a  financial  services  holding  company,   is  national
distributor  for Income a nd  Tax-Exempt  Funds.  SDI received net  underwriting
commissions on sales of Class A shares and contingent  deferred sales charges on
redemptions  occurring within 5 years of the date of purchase of Class B shares,
after  allowances to brokers and dealers for the period ended December 31, 1996,
in the amounts presented below:


                                    NET UNDERWRITING    BROKER/DEALER
                                       COMMISSION         ALLOWANCES
     -----------------------------------------------------------------
     Corporate Bond Series             $23,873            $54,353
     U.S. Government Series             10,849             21,835
     Limited Maturity
       Bond Series                        (377)             7,971
     Global Aggressive
       Bond Series                       4,824              3,686
     High Yield Series                     283              5,491
     Tax-Exempt Fund                    13,059             42,066

     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, 1996, (excluding
overnight investments and short-term debt securities) were as follows:


                                      PURCHASES      PROCEEDS FROM SALES
     -------------------------------------------------------------------
     Corporate Bond Series          $247,769,817        $261,981,460
     U.S. Government Series            7,252,295           8,350,616
     Limited Maturity
       Bond Series                     6,582,167           5,034,918
     Global Aggressive
       Bond Series                     3,601,246           3,337,996
     High Yield Series                 8,153,564           3,220,588
     Tax-Exempt Fund                  13,361,690          14,342,980

     4. FEDERAL INCOME TAX MATTERS

     The amounts of unrealized  appreciation  (depreciation)  as of December 31,
1996, were as follows:

                           AGGREGATE GROSS   AGGREGATE GROSS   NET UNREALIZED
                             UNREALIZED        UNREALIZED       APPRECIATION
                            APPRECIATION      DEPRECIATION     (DEPRECIATION)
- -------------------------------------------------------------------------------
Corporate Bond Series        $1,185,689       ($1,388,839)      ($203,150)
U.S. Government Series          184,874           (23,285)        161,589
Limited Maturity
  Bond Series                   115,348           (51,798)         63,550
Global Aggressive
  Bond Series                   240,819           (96,331)        144,488
High Yield Series               147,567              (500)        147,067
Tax-Exempt Fund                 544,263           (92,410)        451,853

     At December 31, 1996,  the  following  Funds had  accumulated  net realized
capital loss carryovers as shown:

                                     CAPITAL LOSS            EXPIRATION
                                      CARRYOVER                 YEAR

     Corporate Bond Series           $11,009,916                2002
                                       1,347,012                2004
     U.S. Government Series              978,377                2002
     Limited Maturity Bond Series         23,055                2003
                                          46,509                2004
     Global Aggressive Bond Series        48,004                2004
     High Yield Series                    36,585                2004
     Tax-Exempt Fund                   1,477,887                2002

     5. FORWARD FOREIGN EXCHANGE CONTACTS

     At December 31, 1996,  Global Aggressive Bond Series had the following open
forward foreign exchange contracts to sell currency  (excluding foreign currency
contracts used for purchase and sale settlements):

                                       25
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------


                   SETTLEMENT    CONTRACT    CONTRACT   CURRENT    UNREALIZED
CURRENCY              DATE        AMOUNT       RATE      RATE         GAIN

Canadian
  Dollar            1/31/97      $224,215     1.3380     1.368       $4,917


     6. TAX STATUS OF DIVIDENDS

     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 the Funds  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, as appropriate.

     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, 1996,  interest on
U.S. Government obligations as a percentage of gross investment income was: Cash
Fund, 5%;  Corporate  Bond Series,  6%; U.S.  Government  Series,  28%;  Limited
Maturity  Bond Series,  6%; and Global  Aggressive  Bond  Series,  1%. Since the
qualifications  for such exemption  vary state by state,  we suggest you consult
your tax advisor for applicability.



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,  including the statements
of net assets of Security Income Fund (comprising,  respectively,  the Corporate
Bond, U.S.  Government,  Limited Maturity Bond,  Global Aggressive Bond and High
Yield Bond Series),  Security Tax-Exempt Fund and Security Cash Fund (the Funds)
as of December 31, 1996, the related  statements of  operations,  changes in net
assets and the financial  highlights for the periods  indicated  therein.  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 have 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 and financial  highlights.  Our procedures  included  confirmation of
investments owned as of December 31, 1996, by correspondence with the custodian.
As to securities relating to uncompleted transactions,  we performed other audit
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,  1996,  and the results of their  operations,  changes in their net
assets  and the  financial  highlights  for the  periods  indicated  therein  in
conformity with generally accepted accounting principles.

                                                               ERNST & YOUNG LLP

Kansas City, Missouri
January 31, 1997

                                       26
<PAGE>

THE SECURITY GROUP
OF MUTUAL FUNDS
- -------------------

Security Growth and Income Fund
Security Equity Fund
  - Equity Series
  - Equity Global Series
  - Asset Allocation Series
  - Social Awareness Series
Security Ultra Fund
Security Income Fund
  - Corporate Bond Series
  - U.S. Government Series
  - Limited Maturity Bond Series
  - Global Aggressive Bond Series
  - High Yield 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
Jack H. Hamilton
Donald L. Hardesty
Penny A. Lumpkin
Mark L. Morris, Jr., D.V.M.
Jeffrey B. Pantages
Hugh L. Thompson, Ph.D.


OFFICERS

John D. Cleland, President
James R. Schmank, Vice President and Treasurer
Jane A. Tedder, Vice President
Mark E. Young, Vice President
Steven M. Bowser, Assistant Vice President
Barbara J. Davison, Assistant Vice President
Greg A. Hamilton, Assistant Vice President
Amy J. Lee, Secretary
Brenda M. Harwood, Assistant Treasurer and Assistant Secretary
Christopher D. Swickard, Assistant Secretary




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