SECURITY INCOME FUND /KS/, 497, 1996-01-10

SECURITY INCOME FUND /KS/
497, 1996-01-10

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SECURITY
FUNDS

PROSPECTUS

NOVEMBER 1, 1995

- - Security Income Fund

- Corporate Bond
Series

- Limited Maturity
Bond Series

- U.S. Government
Series

- Global Aggressive
Bond Series

- - Security Tax-
Exempt Fund

- - Security Cash
Fund

- - Application

[SDI LOGO]

<PAGE>

SECURITY FUNDS
PROSPECTUS

PROSPECTUS
November 1, 1995

SECURITY INCOME FUND

*Corporate Bond Series
*Limited Maturity Bond Series
*U.S. Government Series
*Global Aggressive Bond Series

SECURITY TAX-EXEMPT FUND
SECURITY CASH FUND
MEMBERS OF THE SECURITY BENEFIT GROUP OF COMPANIES, 700 S.W. HARRISON,
TOPEKA, KANSAS 66636-0001

Security Income Fund, Security Tax-Exempt Fund and Security Cash Fund are
diversified, open-end management investment companies, each of which represents
a different investment objective.

Security Income Fund consists of four diversified series, each of which has
its own identified assets, net asset values and investment objective. The
investment objective of the CORPORATE BOND SERIES ("Corporate Bond Fund") is
conservation of principal while generating interest income by investing
primarily in a diversified portfolio of upper medium to high-grade corporate
debt securities. The investment objective of the LIMITED MATURITY BOND SERIES
("Limited Maturity Bond Fund") is to seek a high level of income consistent with
moderate price fluctuation by investing primarily in short-and intermediate-term
debt securities. The investment objective of the U.S. GOVERNMENT SERIES ("U.S.
Government Fund") is to provide a high level of interest income with security of
principal by investing primarily in securities which are guaranteed or issued by
the U.S. Government, its agencies or instrumentalities. The investment objective
of the GLOBAL AGGRESSIVE BOND SERIES ("Global Aggressive Bond Fund") is to seek
high current income with capital appreciation as a secondary objective through
investment in a combination of foreign and domestic high-yield, lower rated debt
securities. THE FUND INVESTS PRIMARILY (AND MAY INVEST UP TO 100% OF ITS ASSETS)
IN LOWER RATED AND UNRATED FOREIGN DEBT SECURITIES WHOSE CREDIT QUALITY IS
GENERALLY CONSIDERED THE EQUIVALENT OF U.S. CORPORATE DEBT SECURITIES COMMONLY
KNOWN AS "JUNK BONDS." INVESTMENTS OF THIS TYPE ARE SUBJECT TO A GREATER RISK OF
A LOSS OF PRINCIPAL AND INTEREST, INCLUDING THE RISK OF DEFAULT, AND THEREFORE
SHOULD BE CONSIDERED SPECULATIVE. SEE "INVESTMENT METHODS AND RISK FACTORS" ON
PAGE 15. PURCHASERS SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH INVESTING
IN THE FUND.

The investment objective of SECURITY TAX-EXEMPT FUND ("Tax-Exempt Fund") is
to obtain as high a level of interest income exempt from federal income taxes as
is consistent with preservation of stockholders' capital by investing primarily
in debt securities which are exempt from federal income tax. Except at times
when the Fund is invested defensively, at least 80 percent of its total assets
will be invested in securities exempt from federal income taxes, including
alternative minimum tax.

The investment objective of SECURITY CASH FUND ("Cash Fund") is to earn as
high a level of current income as is consistent with preservation of capital and
liquidity through investments in money market instruments with maturities of not
longer than thirteen months. AN INVESTMENT IN CASH FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT CASH FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

This Prospectus sets forth concisely the information that a prospective
investor should know about the Funds. It should be read and retained for future
reference. A Statement of Additional Information about the Funds, dated November
1, 1995, which is incorporated by reference in this Prospectus, has been filed
with the Securities and Exchange Commission. It is available at no charge by
writing Security Distributors, Inc., 700 Harrison Street, Topeka, Kansas
66636-0001, or by calling (913) 295-3127 or (800) 888-2461.

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

AN INVESTMENT IN THE FUND INVOLVES RISK, INCLUDING LOSS OF PRINCIPAL, AND IS NOT
A DEPOSIT OR OBLIGATION OF, OR GUARANTEED BY ANY BANK. THE FUNDS ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.
- --------------------------------------------------------------------------------

<PAGE>

SECURITY FUNDS
CONTENTS

Page
Transaction and Operating Expense Table .................................. 1
Financial Highlights ..................................................... 2
Investment Objectives and Policies of the Funds .......................... 4
Security Income Fund ................................................. 4
Corporate Bond Fund ................................................ 4
Limited Maturity Bond Fund ......................................... 5
U.S. Government Fund ............................................... 6
Global Aggressive Bond Fund ........................................ 8
Security Tax-Exempt Fund ............................................. 12
Security Cash Fund ................................................... 13
Investment Methods and Risk Factors ...................................... 15
Management of the Funds .................................................. 23
Portfolio Management ................................................. 24
How to Purchase Shares ................................................... 25
Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds ............................... 25
Alternative Purchase Options ......................................... 26
Class A Shares ....................................................... 26
Security Income Fund's Class A Distribution Plan ..................... 27
Class B Shares ....................................................... 28
Class B Distribution Plan ............................................ 28
Calculation and Waiver of Contingent Deferred Sales Charges .......... 29
Arrangements with Broker-Dealers and Others .......................... 29
Cash Fund ............................................................ 30
Purchases at Net Asset Value ............................................. 31
Trading Practices and Brokerage .......................................... 31
How to Redeem Shares ..................................................... 32
Telephone Redemptions ................................................ 33
Dividends and Taxes ...................................................... 33
Determination of Net Asset Value ......................................... 35
Performance .............................................................. 36
Stockholder Services ..................................................... 37
Accumulation Plan .................................................... 37
Systematic Withdrawal Program ........................................ 37
Exchange Privilege ................................................... 38
Exchange by Telephone ................................................ 38
Retirement Plans ..................................................... 39
General Information ...................................................... 39
Organization ......................................................... 39
Stockholder Inquiries ................................................ 39
Appendix A ............................................................... 40
Appendix B ............................................................... 42
Appendix C ............................................................... 44
Security Cash Fund Application ........................................... 45

<PAGE>

SECURITY FUNDS
PROSPECTUS

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES CORPORATE BOND, LIMITED MATURITY BOND,
- -------------------------------- U.S. GOVERNMENT, GLOBAL AGGRESSIVE BOND
AND TAX-EXEMPT FUNDS CASH FUND
-------------------- ---------
CLASS A CLASS B(1)
------- ----------
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price) 4.75% None None
Maximum Sales Load Imposed on Reinvested Dividends None None None
Deferred Sales Load (as a percentage of original purchase price
or redemption proceeds, whichever is lower) None(2) 5% during the first None
year, decreasing to
decreasing to 0% in
the sixth and following
years
</TABLE>

<TABLE>
<CAPTION>
CORPORATE BOND LIMITED MATURITY U.S. GOVERNMENT GLOBAL AGGRESSIVE TAX-EXEMPT CASH
FUND BOND FUND FUND BOND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANNUAL FUND OPERATING EXPENSES CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Management Fees 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.75% 0.75% 0.50% 0.50% 0.50%
12b-1 Fees(3) 0.25% 1.00% 0.25% 1.00% 0.25% 1.00% 0.25% 1.00% None 1.00% None
Other Expenses (after expense
reimbursements)(4) 0.26% 0.35% 0.35% 0.35% 0.35% 0.35% 1.00% 1.00% 0.32% 0.50% 0.46%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total Fund Operating Expenses (5) 1.01% 1.85% 1.10% 1.85% 1.10% 1.85% 2.00% 2.75% 0.82% 2.00% 0.96%
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====

EXAMPLE
You would pay the following 1 Year $ 57 $ 69 $ 58 $ 69 $ 58 $ 66 $ 67 $ 78 $ 55 $ 70 $ 10
expenses on a $1,000 invest- 3 Years 78 88 81 88 81 86 107 115 72 93 31
ment, assuming (1) 5 percent 5 Years 101 120 105 120 105 120 91 128 53
annual return and 10 Years 166 217 175 217 175 217 144 233 118
(2) redemption at the end
of each time period(6)

EXAMPLE

You would pay the following 1 Year $ 57 $ 19 $ 58 $ 19 $ 58 $ 19 $ 67 $ 28 $ 55 $ 20 $ 10
expenses on a $1,000 invest- 3 Years 78 58 81 58 81 58 107 85 72 63 31
ment, assuming (1) 5 percent 5 Years 101 100 105 100 105 100 91 108 53
annual return and 10 Years 166 217 175 217 175 217 144 233 118
(2) no redemption
</TABLE>

(1) Class B shares convert tax-free to Class A shares automatically after eight
years.

(2) Purchases of Class A Shares in amounts of $1,000,000 or more are not subject
to an initial sales load; however, a contingent deferred sales charge of 1%
is imposed in the event of redemption within one year of purchase. See
"Class A Shares" on page 26.

(3) Long-term holders of shares that are subject to an asset-based sales charge
may pay more than the equivalent of the maximum front-end sales charge
otherwise permitted by NASD Rules.

(4) The amount of "Other Expenses" of each of the Limited Maturity Bond and
Global Aggressive Bond Funds is based on estimated amounts for the fiscal
year ending December 31, 1995.

(5) During the year ended December 31, 1994, the Investment Manager reimbursed
certain expenses of the Corporate Bond, U.S. Government and Tax-Exempt
Funds; absent such reimbursement, "Total Fund Operating Expenses" would have
been 2.00% for the Class B shares of Corporate Bond Fund, 1.20% and 2.91%
for the Class A and B shares, respectively, of U.S. Government Fund, and
2.32% for the Class B shares of Tax-Exempt Fund.

(6) This example does not reflect deduction of the contingent deferred sales
charge from Class A shares which is imposed upon redemption of Class A
shares purchased in amounts of $1,000,000 or more.

THE ABOVE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AS ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. THE
ASSUMED FIVE PERCENT ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURN. THE ACTUAL RETURN MAY BE
GREATER OR LESSER THAN THE ASSUMED AMOUNT.

The purpose of the foregoing fee table is to assist the investor in
understanding the various costs and expenses that an investor in Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond, Tax-Exempt or
Cash Funds will bear directly or indirectly. For a more detailed discussion of
the Funds' fees and expenses, see the discussion under "Management of the
Funds," page 23. Information on the Funds' 12b-1 Plans may be found under the
headings "Security Income Fund's Class A Distribution Plan" on page 27 and
"Class B Distribution Plan" on page 28. See "How to Purchase Shares," page 25,
for more information concerning the sales load. Also, see Appendix C for a
discussion of "Rights of Accumulation" and "Statement of Intention," which
options may serve to reduce the front-end sales load on purchases of Class A
Shares.

1
<PAGE>

SECURITY FUNDS
FINANCIAL HIGHLIGHTS

The following financial highlights for each of the years in the period ended
December 31, 1994, have been audited by Ernst & Young LLP. Such information for
each of the five years in the period ended December 31, 1994, should be read in
conjunction with the financial statements of the Funds and the report of Ernst &
Young LLP, the Funds' independent auditors, appearing in the December 31, 1994
Annual Report which is incorporated by reference in this prospectus. The Funds'
Annual Report also contains additional information about the performance of the
Funds and may be obtained without charge by calling Security Distributors, Inc.
at 1-800-888-2461. The information for each of the years in the period ended
December 31, 1989, is not covered by the report of Ernst & Young LLP. The
financial highlights information, including total returns, for Limited Maturity
Bond Fund, for the period January 17, 1995 (date of inception) to June 30, 1995,
and for Global Aggressive Bond Fund for the period of June 1, 1995 (date of
inception) to September 30, 1995, has been derived from the unaudited financial
statements of the Funds.

<TABLE>
<CAPTION>
Ratio of
Net Total net
asset Net gains from Divideds Distribu- Net Ratio of income
value Net (losses) on invest-(from net tions asset Net assets expenses to
Fiscal beginn- invest-securities ment invest- (from Return Total value end of to average Portfolio
year ing of ment (realized & opera- ment in- capital of distri- end of Total period average net turnover
end period income unrealized) tions come) gains) capital butions period return(a)(thousands)net assets assets rate
- ------------------------------------------------------------------------------------------------------------------------------------
CORPORATE BOND FUND (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985 $ 7.80 $ .91 $ .64 $ 1.55 $(.95) $--- $--- $ (.95) $ 8.40 21.5% $38,212 1.01% 11.36% 79%
1986 8.40 .82 .05 .87 (.95) --- --- (.95) 8.32 11.0% 49,025 1.04% 10.09% 77%
1987 8.32 .79 (.48) .31 (.85) --- --- (.85) 7.78 4.0% 44,093 1.00% 9.73% 127%
1988 7.78 .77 (.292) .478 (.778) --- --- (.778) 7.48 6.5% 52,296 1.02% 10.04% 83%
1989 7.48 .74 (.031) .709 (.739) --- --- (.739) 7.45 9.9% 56,184 1.04% 9.83% 57%
1990 7.45 .69 (.232) .458 (.688) --- --- (.688) 7.22 6.6% 65,962 1.10% 9.42% 87%
1991 7.22 .65 .458 1.108 (.648) --- --- (.648) 7.68 16.1% 85,824 1.03% 8.75% 32%
1992 7.68 .61 .044 .654 (.614) --- --- (.614) 7.72 9.0% 104,492 1.01% 7.97% 61%
1993 7.72 .52 .521 1.041 (.527) (.424) --- (.951) 7.81 13.4% 118,433 1.02% 6.46% 157%
1994(f) 7.81 .49 (1.127) (.637) (.493) --- --- (.493) 6.68 (8.3%) 90,593 1.01% 6.91% 204%

CORPORATE BOND FUND(CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993(b) $ 8.59 $ 0.11 $(.324) $(.214)$(.112) $(.424) $--- $(.536) $ 7.84 (2.5%) $ 1,022 1.88%* 5.16%* 164%*
1994(f)(e) 7.84 0.43 (1.129) (.699) (.431) --- --- (.431) 6.71 (9.0%) 3,878 1.85% 6.08% 204%

LIMITED MATURITY BOND FUND (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
a1995 $10.00 $ 0.29 $ .578 $ .868 $(.278) $--- $--- $(.278) $10.59 8.8% $ 3,062 0.53%* 6.24%* 4%*

LIMITED MATURITY BOND FUND (CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $10.00 $ 0.25 $ .576 $ .826 $(.246) $--- $--- $(.246) $10.58 8.3% $ 691 1.33%* 5.52%* 4%*

U.S. GOVERNMENT FUND (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985(c)(e) $5.00 $.22 $.22 $.44 $(.12) $ --- $ --- $(.12) $5.32 8.8% $ 1,219 0.16%* 11.31%* 3%*
1986(e) 5.32 .47 --- .47 (.50) --- --- (.50) 5.29 9.1% 2,716 1.00% 9.23% 48%
1987(e) 5.29 .45 (.265) .185 (.475) --- --- (.475) 5.00 3.7% 4,467 1.00% 8.78% 166%
1988(e) 5.00 .48 (.18) .30 (.49) --- --- (.49) 4.81 6.2% 4,229 1.00% 9.83% 107%
1989(e) 4.81 .46 .078 .538 (.458) --- --- (.458) 4.89 11.8% 4,551 1.11% 9.46% 52%
1990(e) 4.89 .42 .032 .452 (.412) --- --- (.412) 4.93 9.8% 6,017 1.11% 8.60% 22%
1991(e) 4.93 .40 .248 .648 (.404) --- (.004) (.408) 5.17 13.8% 7,319 1.11% 7.94% 41%
1992(e) 5.17 .37 (.126) .244 (.366) --- (.008) (.374) 5.04 5.0% 9,364 1.11% 7.22% 157%
1993(e) 5.04 .31 .273 .583 (.310) (.344) --- (.654) 4.97 10.9% 10,098 1.10% 5.90% 153%
1994(e)(f) 4.97 .30 (.621) (.321) (.299) --- --- (.299) 4.35 (6.5%) 8,309 1.10% 6.47% 220%

U.S. GOVERNMENT FUND (CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993(b)(e) $5.51 $ .04 $(.193) $(.153)$(.043) $(.344)$ --- $(.387) $4.97 (1.4%) $140 1.61%* 5.54%* 114%*
1994(e)(f) 4.97 .26 (.624) (.364) (.256) --- --- (.256) 4.35 (7.4%) 321 1.85% 5.76% 220%

GLOBAL AGGRESSIVE BOND FUND (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995(g) 10.00 .367 (.024) .343 .323 $--- $--- .323 10.02 3.4% 2,356 2.00%* 11.39%* 58%*

GLOBAL AGGRESSIVE BOND FUND (CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995(g) 10.00 .343 (.024) .319 .299 $--- $--- .299 10.02 3.2% 1,159 2.75%* 10.89%* 58%*
</TABLE>

SEE ACCOMPANYING NOTES.

2
<PAGE>

SECURITY FUNDS
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
Ratio of
Net Total net
asset Net gains from Divideds Distribu- Net Ratio of income
value Net (losses) on invest-(from net tions asset Net assets expenses to
Fiscal beginn- invest-securities ment invest- (from Return Total value end of to average Portfolio
year ing of ment (realized & opera- ment in- capital of distri- end of Total period average net turnover
end period income unrealized) tions come) gains) capital butions period return(a)(thousands)net assets assets rate
- ------------------------------------------------------------------------------------------------------------------------------------
TAX-EXEMPT FUND (CLASS A)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985(e) $ 9.83 $ .77 $ (.33) $ .44 $(.80) $--- $--- $ (.80) $ 9.47 5.1% $ 4,767 1.00% 9.74% 80%
1986(e) 9.47 .85 .55 1.40 (.87) --- --- (.87) 10.00 15.6% 8,901 1.00% 8.83% 35%
1987(e) 10.00 .82 .78 1.60 (.82) (.02) --- (.84) 10.76 15.5% 16,297 1.00% 7.79% 23%
1988(e) 10.76 .76 (.656) .104 (.774) (.12) --- (.894) 9.97 1.3% 17,814 1.00% 7.60% 83%
1989 9.97 .73 (.257) .473 (.723) --- --- (.723) 9.72 4.9% 19,898 .98% 7.47% 33%
1989(d) 9.72 .61 (.106) .504 (.624) --- --- (.624) 9.60 4.1% 20,426 .97%* 6.97%* 75%*
1990 9.60 .64 (.072) .568 (.638) --- --- (.638) 9.53 6.2% 20,566 .96% 6.75% 74%
1991 9.53 .63 .446 1.076 (.636) --- --- (.636) 9.97 11.7% 23,218 .89% 6.55% 38%
1992 9.97 .61 .092 .702 (.612) --- --- (.612) 10.06 7.3% 28,608 .84% 6.07% 91%
1993 10.06 .51 .702 1.212 (.514) (.388) --- (.902) 10.37 11.6% 32,115 .82% 4.92% 118%
1994(d) 10.37 .47 (1.317) (.847) (.473) --- --- (.473) 9.05 (8.3%) 24,092 .82% 4.74% 88%

TAX-EXEMPT FUND (CLASS B)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993(b) $10.88 $ .10 $(.128) $(.028) $(.094) $(.388) $--- $(.482) $10.37 (.2%) $ 106 2.89%* 2.71%* 90%*
1994(e) 10.37 .35 (1.321) (.971) (.349) --- --- (.349) 9.05 (9.5%) 760 2.00% 3.50% 88%

CASH FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985(e) $ 1.00 $ .094 $--- $ .094 $(.094) $--- $--- $(.094) $ 1.00 9.8% $54,770 1.00% 9.43% ---
1986(e) 1.00 .073 --- .073 (.073) --- --- (.073) 1.00 7.5% 47,292 1.00% 7.26% ---
1987(e) 1.00 .057 --- .057 (.057) --- --- (.057) 1.00 5.8% 37,773 1.00% 5.68% ---
1988(e) 1.00 .061 --- .061 (.061) --- --- (.061) 1.00 6.3% 43,038 1.00% 6.10% ---
1989(e) 1.00 .070 --- .070 (.070) --- --- (.070) 1.00 7.3% 46,625 1.00% 7.09% ---
1989(d)(e) 1.00 .069 --- .069 (.069) --- --- (.069) 1.00 7.1% 54,388 1.00%* 8.26%* ---
1990(e) 1.00 .073 --- .073 (.073) --- --- (.073) 1.00 7.6% 65,018 1.00% 7.31% ---
1991 1.00 .051 --- .051 (.051) --- --- (.051) 1.00 5.2% 48,843 .96% 5.21% ---
1992(e) 1.00 .028 --- .028 (.028) --- --- (.028) 1.00 2.8% 56,694 1.00% 2.75% ---
1993(e) 1.00 .023 --- .023 (.023) --- --- (.023) 1.00 2.4% 71,870 1.00% 2.28% ---
1994 1.00 .033 --- .033 (.033) --- --- (.033) 1.00 3.4% 58,102 .96% 3.24% ---
</TABLE>

(a) Total return information does not reflect deduction of any sales charge
imposed at the time of purchase for Class A shares or upon redemption for
Class B shares.

(b) Class "B" shares were initially offered on October 19, 1993. Percentage
amounts for the period, except total return, have been annualized.

(c) U.S. Government Fund became effective on August 15, 1985. Net investment
income per share has been calculated using the weighted monthly average
number of capital shares outstanding of 158,269 during the period August 15,
1985 through December 31, 1985.

(d) Effective December 31, 1989, the fiscal year ends of Tax-Exempt and Cash
Funds were changed from January 31 and February 28, respectively, to
December 31. The information presented in the table above for the fiscal
year ended December 31 represents 11 months of performance for Tax-Exempt
Fund and 10 months of performance for Cash Fund. The data for years 1985
through 1989, are for the fiscal year ended January 31 for Tax-Exempt Fund
and for the fiscal year ended February 28 for Cash Fund.

(e) Fund expenses were reduced by the Investment Manager during the fiscal year,
and expense ratios would have been higher absent such reimbursement. The
ratio of expenses to average net assets, absent expense reimbursement by the
Investment Manager, would have been as follows for Corporate Bond, U.S.
Government, Tax-Exempt and Cash Funds:

<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Corporate Bond Class A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Class B N/A N/A N/A N/A N/A N/A N/A N/A N/A 2.00%
U.S. Government Class A 0.91% 1.60% 1.80% 1.31% 1.37% 1.34% 1.24% 1.20% 1.20% 1.20%
Class B N/A N/A N/A N/A N/A N/A N/A N/A 1.75% 2.91%
Tax-Exempt Class A 3.23% 1.62% 1.16% 1.03% N/A N/A N/A N/A N/A N/A
Class B N/A N/A N/A N/A N/A N/A N/A N/A N/A 2.32%
Cash 1.10% 1.17% 1.07% 1.04% 1.13%** 1.01% N/A 1.03% 1.03% N/A
1.03%***
</TABLE>

(f) Portfolio turnover rates increased in 1994 because, as interest rates
increased, the Fund shifted from investing in lower coupon bonds to bonds
with higher coupons.

(g) For the period June 1, 1995 (date of inception) to September 30, 1995,
percentage amounts for the period, except total return, have been
annualized.

*Percentage amounts for period, except total return, have been annualized.
** This information represents the expense ratio absent reimbursements for
the period February 1, 1989 through December 31, 1989.
*** This information represents the expense ratio absent reimbursements for
the fiscal year ended February 28, 1989.

3
<PAGE>

SECURITY FUNDS
PROSPECTUS

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

Security Income, Tax-Exempt and Cash Funds are diversified open-end
management investment companies, which were organized as Kansas corporations on
September 9, 1970, July 14, 1981, and March 21, 1980, respectively. Each of the
Corporate Bond Series ("Corporate Bond Fund"), Limited Maturity Bond Series
("Limited Maturity Bond Fund"), U.S. Government Series ("U.S. Government Fund")
and Global Aggressive Bond Series ("Global Aggressive Bond Fund") of Security
Income Fund, and Security Tax-Exempt ("Tax-Exempt Fund") and Cash Funds ("Cash
Fund") (collectively,"the Funds") has its own investment objective and policies
which are described below. There, of course, can be no assurance that such
investment objectives will be achieved. While there is no present intention to
do so, the investment objective and policies of each Fund may be changed by the
Board of Directors of the Funds without the approval of stockholders. However,
stockholders will be given 30 days written notice of any such change. If a
change in investment objective is made, stockholders should consider whether the
Fund remains an appropriate investment in light of their then current financial
position and needs.

Each of the Funds is also subject to certain investment policy limitations,
which may not be changed without stockholder approval. Among these limitations,
some of the more important ones are that each Fund will not invest more than 5
percent of the value of its assets in any one issuer other than the U.S.
Government or its instrumentalities (for each of Cash and Global Aggressive Bond
Funds, this limitation applies only with respect to 75 percent of the value of
its total assets), purchase more than 10 percent of the outstanding voting
securities of any one issuer or invest 25 percent or more of its total assets in
any one industry. The full text of the investment policy limitations of each
Fund is set forth in the Funds' Statement of Additional Information.

Each of the Funds may borrow money from banks as a temporary measure for
emergency purposes or to facilitate redemption requests. See "Investment Methods
and Risk Factors" for a discussion of borrowing. Pending investment in
securities or to meet potential redemptions, each of the Funds may invest in
certificates of deposit, bank demand accounts, repurchase agreements and high
quality money market instruments.

SECURITY INCOME FUND
- --------------------

Security Income Fund ("Income Fund") consists of four diversified series,
each of which represents a different investment objective and has its own
identified assets and net asset values. The investment objective of each series
is described below.

CORPORATE BOND FUND

The investment objective of Corporate Bond Fund is to preserve capital while
generating interest income. The Fund seeks to achieve this investment objective
by investing primarily in a diversified portfolio of upper medium to high-grade
debt securities, primarily those issued by U.S. and Canadian corporations. In
addition, the Fund may invest in securities which are obligations of or
guaranteed by the U.S. Government or any of its agencies or instrumentalities.
Under normal circumstances, at least 65 percent of the Fund's total assets will
be invested in corporate debt securities which at the time of issuance have a
maturity greater than one year.

Other than securities issued by Canadian corporations, the Fund will not
invest in securities of foreign corporations. The Fund will not invest in
securities issued by foreign governments except that it reserves the right to
purchase securities which are obligations of, or guaranteed by, the Dominion of
Canada or provinces thereof, in an amount which is less than 25 percent of the
portfolio (exclusive of U.S. Government and government agency issues) at time of
purchase. Canadian securities will not be purchased if subject to the foreign
interest equalization tax and unless payable in U.S. currency.

- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE FUNDS, THE INVESTMENT ADVISER, OR THE DISTRIBUTOR.
- --------------------------------------------------------------------------------

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SECURITY FUNDS
PROSPECTUS

At least 90 percent of the Corporate Bond Fund's portfolio at time of
purchase will consist of U.S. Government and government agency or
instrumentality issues; U.S. or Canadian corporations' debt securities which
have a rating at the time of purchase of A or higher as determined by Moody's
Investors Service, Inc. ("Moody's"), or Standard & Poor's Corporation ("S&P");
and subject to the 25 percent limitation above, securities which are obligations
of (or guaranteed by) the Dominion of Canada or provinces thereof. Included in
such 90 percent may be convertible bonds or bonds with warrants attached which
may be purchased by the Fund if such bond issues are rated A or higher at the
time of purchase. Moody's Bond Record indicates that bonds which are rated A
possess many favorable investment attributes and are to be considered as upper
medium grade obligations. Standard & Poor's Bond Guide states that A rated bonds
have a strong capacity to pay principal and interest, although they are somewhat
more susceptible to adverse effects of changes in circumstances and economic
conditions. (See Appendix A to the Prospectus for a description of corporate
bond ratings.) Corporate Bond Fund may invest up to 10 percent of its assets in
fixed income securities rated Baa by Moody's or BBB by S&P's at the time of
purchase. Such securities may have speculative characteristics. See "Investment
Methods and Risk Factors" for a discussion of the risks associated with such
securities. If the Fund holds a security whose rating drops below Baa or BBB,
the Investment Manager will reevaluate the credit risk of the security in light
of then current market conditions and determine whether to retain or dispose of
the security. It is anticipated that securities invested in by this Fund will be
held by the Fund on an average from one and a half to three years and that the
average weighted maturity of the Fund's portfolio will range from 10 to 25 years
under normal circumstances.

LIMITED MATURITY BOND FUND

The investment objective of the Limited Maturity Bond Fund is to seek a high
level of income consistent with moderate price fluctuation by investing
primarily in short- and intermediate-term bonds. As used herein the term "short-
and intermediate-term bonds" is used to describe any debt security with a
maturity of 15 years or less. In pursuing its investment objective, the Fund
will invest in a broad range of debt securities, including those (i) issued by
U.S. and Canadian corporations, (ii) issued or guaranteed by the U.S. Government
or any of its agencies or instrumentalities, including Treasury bills,
certificates of indebtedness, notes and bonds, (iii) issued or guaranteed by,
the Dominion of Canada or provinces thereof, (iv) higher yielding, high risk
debt securities (commonly referred to as "junk bonds"), (v) certificates of
deposit issued by a U.S. branch of a foreign bank ("Yankee CDs"), (vi) mortgage
backed securities ("MBSs") and (vii) asset-backed securities. High yield debt
securities, Yankee CDs, MBSs and asset-backed securities are described in
further detail under "Investment Methods and Risk Factors." Under normal
circumstances, the Fund will invest at least 65 percent of the value of its
total assets in short- and intermediate-term bonds. It is anticipated that the
dollar weighted average maturity of the Fund's portfolio will range from 5 to 7
years; however, the dollar weighted average maturity of the Fund's portfolio
will not exceed 10 years.

Limited Maturity Bond Fund will invest primarily in debt securities rated
Baa or higher by Moody's or BBB or higher by S&P at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. See
Appendix A to this Prospectus for a description of corporate bond ratings.
Included in such securities may be convertible bonds or bonds with warrants
attached which are rated at least Baa or BBB at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager. A
"convertible bond" is a bond, debenture or preferred share which may be
exchanged, by the owner, for common stock or another security, usually of the
same company, in accordance with the terms of the issue. A "warrant" confers
upon its holder the right to purchase an amount of securities at a particular
time and price. Securities rated Baa by Moody's or BBB by S&P have speculative
characteristics as described under "Investment Methods and Risk Factors""Baa or
BBB Securities."

5
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SECURITY FUNDS
PROSPECTUS

net assets in junk bonds. This includes securities rated Ba or lower by Moody's
or BB or lower by S&P, and such securities are regarded as predominantly
speculative with respect to the ability of the issuer to meet principal and
interest payments. The Fund will not invest in junk bonds which are rated in
default at the time of purchase. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with investing in such securities.

Other than Yankee CDs and securities issued by Canadian corporations, the
Fund will not invest in securities of foreign corporations. The Fund will not
invest in securities issued by foreign governments except that it reserves the
right to purchase securities which are obligations of, or guaranteed by, the
Dominion of Canada or provinces thereof, in an amount which is less than 25
percent of the portfolio (exclusive of U.S. Government and government agency
issues) at the time of purchase. Canadian securities will not be purchased if
subject to the foreign interest equalization tax and unless payable in U.S.
currency.

The Fund may invest in Yankee CDs which are certificates of deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
United States. Yankee CDs are subject to somewhat different risks than are the
obligations of domestic banks. For a discussion of the risks associated with
foreign securities, see "Investment Methods and Risk Factors."

The Fund may invest in U.S. Government securities. U.S. Government
securities include bills, certificates of indebtedness, notes and bonds issued
by the Treasury or by agencies or instrumentalities of the U.S. Government. For
a discussion of the varying levels of guarantee associated with particular types
of U.S. Government Securities, see "Investment Methods and Risk Factors" "U.S.
Government Securities."

The Fund may invest in investment grade mortgage backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Fund will not invest in securities known as "inverse
floating obligations," "residual interest bonds," or "interest-only" (IO) and
"principal-only" (PO) bonds, as the market values of these obligations will
generally be more volatile than the market values of most MBSs. MBSs have been
referred to as "derivatives" because the performance of MBSs is dependent upon
and derived from underlying securities. The Fund will hold less than 25 percent
of its net assets in MBSs, including CMOs and mortgage pass-through securities.
For a discussion of MBSs and the risks associated with such securities, see
"Investment Methods and Risk Factors."

The Fund may also invest in investment grade "asset-backed securities."
These include secured debt instruments backed by automobile loans, credit card
loans, home equity loans, manufactured housing loans and other types of secured
loans providing the source of both principal and interest. Asset-backed
securities are subject to risks similar to those discussed with respect to MBSs.
See "Investment Methods and Risk Factors."

From time to time, Limited Maturity Bond Fund may invest part or all of its
assets in commercial notes or money market instruments.

U.S. GOVERNMENT FUND

The investment objective of the U.S. Government Fund is to provide a high
level of interest income with security of principal by investing primarily in
U.S. Government securities. U.S. Government securities include bills,
certificates of indebtedness, notes and bonds issued by the Treasury or by
agencies or instrumentalities of the U.S. Government. Under normal
circumstances, the Fund will invest at least 80 percent of the value of its
total assets in U.S. Government securities. For a discussion of the varying
levels of guarantee associated with particular types of U.S. Government
Securities, see "Investment Methods and Risk Practices" "U.S. Government
Securities."

From time to time the portfolio of the U.S. Government Fund may consist
primarily of Government National Mortgage Association ("GNMA") certificates, or
"Ginnie Maes," which are mortgage-backed securities representing part ownership
of a pool of mortgage loans on which timely payment of interest and principal is
guaranteed by GNMA and backed by the full faith and credit of the U.S.
Government. These loans, issued by lenders such as

6
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SECURITY FUNDS
PROSPECTUS

mortgage bankers, commercial banks and savings and loan associations, are either
insured by the Federal Housing Administration or guaranteed by the Veterans'
Administration. A "pool" or group of such mortgages is assembled and, after
being approved by GNMA, is offered to investors through securities dealers. Once
approved by GNMA, the timely payment of interest and principal on each mortgage
is guaranteed by GNMA and backed by the full faith and credit of the U.S.
Government. Ginnie Mae certificates differ from bonds in that principal is paid
back monthly by the borrower over the term of the loan rather than returned in a
lump sum at maturity. Ginnie Mae certificates are called "pass through"
securities because both interest and principal payments (including prepayments)
are passed through to the holder of the certificate. Upon receipt, principal
payments generally will be used to purchase additional Ginnie Mae certificates
or other U.S. Government securities. Although the Fund invests in securities
guaranteed by GNMA and backed by the U.S. Government, neither the value of the
Fund's portfolio nor the value or yield of its shares is so guaranteed. The Fund
may, for defensive purposes, temporarily invest part or all of its assets in
money market instruments, including deposits and bankers' acceptances in
depository institutions insured by the FDIC, and short-term U.S. Government and
agency securities. If the deposits in a depository institution are not fully
insured by the FDIC, the Fund will analyze the credit quality of the issuing
institution prior to making any such deposit and will retain a record of that
analysis.

The potential for appreciation in GNMAs, which might otherwise be expected
to occur as a result of a decline in interest rates, may be limited or negated
by increased principal prepayments of the underlying mortgages. Prepayments of
GNMA certificates occur with increasing frequency when mortgage rates decline
because, among other reasons, mortgagors may be able to refinance their
outstanding mortgages at lower interest rates or prepay their existing
mortgages. Such prepayments would then be reinvested by the Fund at the lower
current interest rates.

While mortgages underlying GNMA certificates have a stated maturity of up to
30 years, it has been the experience of the mortgage industry that the average
life of comparable mortgages, owing to prepayments, refinancings and payments
from foreclosures, is considerably less. Yield tables utilize a 12 year average
life assumption for GNMA pools of 26-30 year mortgages, and GNMAs continue to be
traded based on this assumption. Recently it has been observed that mortgage
pools issued at high interest rates have experienced accelerated prepayment
rates as interest rates declined, which would result in a shorter average life
than 12 years.

The Fund may invest in other mortgage backed securities (MBSs) as discussed
under "Investment Methods and Risk Factors" - "Mortgage Backed Securities and
Collateralized Mortgage Obligations." MBSs include certain securities issued by
the United States government or one of its agencies or instrumentalities, such
as GNMAs, and securities issued by private issuers. The Fund may not invest more
than 20 percent of the value of its total assets in MBSs issued by private
issuers.

The Fund will attempt to maximize the return on its portfolio by taking
advantage of market developments and yield disparities, which may include use of
the following strategies:

1. Shortening the average maturity of its portfolio in anticipation of a rise
in interest rates so as to minimize depreciation of principal;

2. Lengthening the average maturity of its portfolio in anticipation of a
decline in interest rates so as to maximize appreciation of principal;

3. Selling one type of U.S. Government obligation and buying another when
disparities arise in the relative values of each; and

4. Changing from one U.S. Government obligation to an essentially similar
U.S. Government obligation when their respective yields are distorted due
to market factors.

These strategies may result in increases or decreases in the Fund's current
income available for distribution to Fund stockholders, and the Fund may hold
obligations which sell at moderate to substantial premiums or discounts from
face value. It is anticipated that securities invested in by this Fund will be
held by the Fund on the average from one to three years.

7
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SECURITY FUNDS
PROSPECTUS

GLOBAL AGGRESSIVE BOND FUND

The Global Aggressive Bond Fund seeks to provide high current income.
Capital appreciation is a secondary objective. As used herein the term "bond" is
used to describe any type of debt security. Under normal circumstances the Fund
will invest at least 65 percent of its total assets in bonds as defined herein.
The Fund under normal circumstances seeks its investment objective of providing
a high level of current income by investing substantially all of its assets in a
portfolio of debt securities of issuers in three separate investment areas: (i)
the United States; (ii) developed foreign countries; and (iii) emerging markets.
The Fund may also invest up to 50% of its assets in certain derivative
instruments. See "Investment Methods and Risk Factors" for a discussion of the
risks associated with investing in derivative instruments. The Fund selects
particular debt securities in each sector based on their relative investment
merits. Within each area, the Fund selects debt securities from those issued by
governments, their agencies and instrumentalities; central banks; commercial
banks and other corporate entities. Debt securities in which the Fund may
invest consist of bonds, notes, debentures and other similar instruments. The
Fund may invest up to 100% of its total assets in U.S. and foreign debt
securities and other fixed income securities that, at the time of purchase, are
rated below investment grade ("high yield securities" or "junk bonds"), which
involve a high degree of risk and are predominantly speculative. The Fund may
also invest in securities that are in default as to payment of principal and/or
interest. A description of debt ratings is included as Appendix A to this
Prospectus. See "Investment Methods and Risk Factors" for a discussion of the
risks associated with investing in junk bonds. Many emerging market debt
securities are not rated by United States rating agencies such as Moody's and
S&P. The Fund's ability to achieve its investment objectives is thus more
dependent on the manager's credit analysis than would be the case if the Fund
were to invest in higher quality bonds. INVESTORS SHOULD PURCHASE SHARES ONLY AS
A SUPPLEMENT TO AN OVERALL INVESTMENT PROGRAM AND ONLY IF WILLING TO UNDERTAKE
THE RISKS INVOLVED.

EMERGING MARKETS. "Emerging markets" will consist of all countries determined by
the World Bank or the United Nations to have developing or emerging economies
and markets. Currently, investing in many of the emerging countries and emerging
markets is not feasible or may involve political risks. Accordingly, Lexington
Management Corporation, the Sub-Adviser to the Global Aggressive Bond Fund (the
"Sub-Adviser"), currently intends to consider investments only in those
countries in which it believes investing is feasible. The list of acceptable
countries will be reviewed by the Sub-Adviser and MFR Advisers, Inc. ("MFR") and
approved by the Board of Directors on a periodic basis and any additions or
deletions with respect to such list will be made in accordance with changing
economic and political circumstances involving such countries. An issuer in an
emerging market is an entity: (i) for which the principal securities trading
market is an emerging market, as defined above; (ii) that (alone or on a
consolidated basis) derives 50% or more of its total revenue from either goods
produced, sales made or services performed in emerging markets; or (iii)
organized under the laws of, and with a principal office in, an emerging market.

The Fund's investments in emerging market securities consist substantially
of high yield, lower-rated debt securities of foreign corporations, "Brady
Bonds" and other sovereign debt securities issued by emerging market
governments. The Fund may invest in debt securities of emerging market issuers
without regard to ratings. Currently, the substantial majority of emerging
market debt securities are considered to have a credit quality below investment
grade. The Fund may invest in bank loan participations and assignments, which
are fixed and floating rate loans arranged through private negotiations between
foreign entities. See the discussion of sovereign debt securities, Brady Bonds,
and loan participations and assignments below.

TEMPORARY INVESTMENTS. The Fund intends to retain the flexibility to respond
promptly to changes in market and economic conditions. Accordingly, in the
interest of preserving shareholders' capital and consistent with the Fund's
investment objectives, the Sub-Adviser and MFR

8
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SECURITY FUNDS
PROSPECTUS

may employ a temporary defensive investment strategy if they determine such a
strategy to be warranted. Pursuant to such a defensive strategy, the Fund
temporarily may hold cash (U.S. dollars, foreign currencies or multinational
currency units) and/or invest up to 100% of its assets in high quality debt
securities or money market instruments of U.S. or foreign issuers, and most or
all of the Fund's investments may be made in the United States and denominated
in U.S. dollars. For debt obligations other than commercial paper, this includes
securities rated, at the time of purchase, at least AA by S&P or Aa by Moody's,
or if unrated, determined to be of comparable quality by the Sub-Adviser or MFR.
For commercial paper, this includes securities rated, at the time of purchase,
at least A-2 by S&P or Prime-2 by Moody's, or if unrated, determined to be of
comparable quality by the Sub-Adviser or MFR. It is impossible to predict
whether, when or for how long the Fund will employ defensive strategies. To the
extent the Fund adopts a temporary defensive investment posture, it will not be
invested so as to achieve directly its investment objectives. In addition,
pending investment of proceeds from new sales of Fund shares or to meet ordinary
daily cash needs, the Fund temporarily may hold cash (U.S. dollars, foreign
currencies or multinational currency units) and may invest any portion of its
assets in high quality foreign or domestic money market instruments.

INVESTMENT TECHNIQUE. The Fund invests in debt obligations allocated among
diverse markets and denominated in various currencies, including U.S. dollars,
or in multinational currency units such as European Currency Units. The Fund may
purchase securities that are issued by the government or a company or financial
institution of one country but denominated in the currency of another country
(or a multinational currency unit). The Fund is designed for investors who wish
to accept the risks entailed in such investments, which are different from those
associated with a portfolio consisting entirely of securities of U.S. issuers
denominated in U.S. dollars. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with securities denominated in foreign
currencies.

The Sub-Adviser and MFR will seek to allocate the assets of the Fund in
securities of issuers in countries and in currency denominations where the
combination of fixed income market returns, the price appreciation potential of
fixed income securities and currency exchange rate movements will present
opportunities primarily for high current income and secondarily for capital
appreciation. In so doing, the Sub-Adviser and MFR intend to take full advantage
of the different yield, risk and return characteristics that investment in the
fixed income markets of different countries can provide for U.S. investors.
Fundamental economic strength, credit quality and currency and interest rate
trends will be the principal determinants of the emphasis given to various
country, geographic and industry sectors within the Fund. Securities held by the
Fund may be invested in without limitation as to maturity. The Sub-Adviser and
MFR evaluate currencies on the basis of fundamental economic criteria (e.g.,
relative inflation and interest rate levels and trends, growth rate forecasts,
balance of payments status and economic policies) as well as technical and
political data. If the currency in which a security is denominated appreciates
against the U.S. dollar, the dollar value of the security will increase.
Conversely, if the exchange rate of the foreign currency declines, the dollar
value of the security will decrease. The Fund may seek to protect itself against
such negative currency movements through the use of sophisticated investment
techniques although the Fund is not committed to using such techniques and may
be fully exposed to changes in currency exchange rates. See "Investment Methods
and Risk Factors" for a discussion of such techniques.

The Fund may purchase securities on a "when-issued" basis and may purchase
or sell securities on a "forward commitment" basis in order to hedge against
anticipated changes in interest rates and prices. See the discussion of
when-issued and forward commitment securities under "Investment Methods and Risk
Factors." The Fund may enter into repurchase agreements, reverse repurchase
agreements and "dollar rolls" which are discussed under "Investment Methods and
Risk Factors."

SOVEREIGN DEBT. The Global Aggressive Bond Fund may invest in sovereign debt
securities of emerging market governments, including Brady Bonds. Sovereign debt
securities are those issued by emerging market governments

9
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SECURITY FUNDS
PROSPECTUS

that are traded in the markets of developed countries or groups of developed
countries. Investments in such securities involve special risks. The issuer of
the debt or the governmental authorities that control the repayment of the debt
may be unable or unwilling to repay principal or interest when due in acc
ordance with the terms of such debt. Periods of economic uncertainty may result
in the volatility of market prices of sovereign debt, and in turn the Fund's net
asset value, to a greater extent than the volatility inherent in domestic fixed
income securities. A sovereign debtor's willingness or ability to repay
principal and pay interest in a timely manner may be affected by, among other
factors, its cash flow situation, the extent of its foreign reserves, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the
sovereign debtor's policy toward principal international lenders and the
political constraints to which a sovereign debtor may be subject. Emerging
market governments could default on their sovereign debt. Such sovereign debtors
also may be dependent on expected disbursements from foreign governments,
multilateral agencies and other entities abroad to reduce principal and interest
arrearages on their debt. The commitment on the part of these governments,
agencies and others to make such disbursements may be conditioned on a sovereign
debtor's implementation of economic reforms and/or economic performance and the
timely service of such debtor's obligations. Failure to implement such reforms,
achieve such levels of economic performance or repay principal or interest when
due, may result in the cancellation of such third parties' commitments to lend
funds to the sovereign debtor, which may further impair such debtor's ability or
willingness to timely service its debt.

The occurrence of political, social or diplomatic changes in one or more of
the countries issuing sovereign debt could adversely affect the Fund's
investments. Emerging markets are faced with social and political issues and
some of them have experienced high rates of inflation in recent years and have
extensive internal debt. Among other effects, high inflation and internal debt
service requirements may adversely affect the cost and availability of future
domestic sovereign borrowing to finance governmental programs, and may have
other adverse social, political and economic consequences. Political changes or
a deterioration of a country's domestic economy or balance of trade may affect
the willingness of countries to service their sovereign debt. Although The
Sub-Adviser and MFR intend to manage the Fund in a manner that will minimize the
exposure to such risks, there can be no assurance that adverse political changes
will not cause the Fund to suffer a loss of interest or principal on any of its
holdings.

In recent years, some of the emerging market countries in which the Fund
expects to invest have encountered difficulties in servicing their sovereign
debt obligations. Some of these countries have withheld payments of interest
and/or principal of sovereign debt. These difficulties have also led to
agreements to restructure external debt obligations in particular, commercial
bank loans, typically by rescheduling principal payments, reducing interest
rates and extending new credits to finance interest payments on existing debt.
In the future, holders of emerging market sovereign debt securities may be
requested to participate in similar rescheduling of such debt. Certain emerging
market countries are among the largest debtors to commercial banks and foreign
governments. At times certain emerging market countries have declared a
moratorium on the payment of principal and interest on external debt; such a
moratorium is currently in effect in certain emerging market countries. There is
no bankruptcy proceeding by which a creditor may collect in whole or in part
sovereign debt on which an emerging market government has defaulted.

The ability of emerging market governments to make timely payments on their
sovereign debt securities is likely to be influenced strongly by a country's
balance of trade and its access to trade and other international credits. A
country whose exports are concentrated in a few commodities could be vulnerable
to a decline in the international prices of one or more of such commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any. To the extent that a country receives payment for its
exports in currencies other than hard currencies, its ability to make

10
<PAGE>

SECURITY FUNDS
PROSPECTUS

hard currency payment could be affected.

Investors should also be aware that certain sovereign debt instruments in
which the Fund may invest involve great risk. As noted above, sovereign debt
obligations issued by emerging market governments generally are deemed to be the
equivalent in terms of quality to securities rated below investment grade by
Moody's and S&P. Such securities are regarded as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligations and involve major risk exposure to
adverse conditions. Some of such securities, with respect to which the issuer
currently may not be paying interest or may be in payment default, may be
comparable to securities rated D by S&P or C by Moody's. The Fund may have
difficulty disposing of and valuing certain sovereign debt obligations because
there may be a limited trading market for such securities. Because there is no
liquid secondary market for many of these securities, the Fund anticipates that
such securities could be sold only to a limited number of dealers or
institutional investors. Certain sovereign debt securities may be illiquid. The
investment of the Fund in illiquid securities, including soverign debt, is
limited to 15% of total net assets.

BRADY BONDS. Global Aggressive Bond Fund may invest in "Brady Bonds," which are
debt restructurings that provide for the exchange of cash and loans for newly
issued bonds. Brady Bonds are securities created through the exchange of
existing commercial bank loans to public and private entities in certain
emerging markets for new bonds in connection with debt restructuring under a
debt restructuring plan introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady. Brady Bonds recently have been issued by the governments of
Argentina, Brazil, Bulgaria, Costa Rica, Dominican Republic, Jordan, Mexico,
Nigeria, The Philippines, Uruguay, Venezuela, Ecuador and Poland and are
expected to be issued by other emerging market countries. Approximately $150
billion in principal amount of Brady Bonds has been issued to date, the largest
proportion having been issued by Mexico and Venezuela. Fund investors should
recognize that Brady Bonds have been issued only recently and, accordingly, do
not have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (primarily the U.S. dollar)
and are actively traded in the secondary market for Latin American debt. The
Salomon Brothers Brady Bond Index provides a benchmark that can be used to
compare returns of emerging market Brady Bonds with returns in other bond
markets, e.g., the U.S. bond market.

The Global Aggressive Bond Fund may invest in either collateralized or
uncollateralized Brady Bonds in various currencies. U.S. dollar-denominated,
collateralized Brady Bonds, which may be fixed rate par bonds or floating rate
discount bonds, are collateralized in full as to principal by U.S. Treasury zero
coupon bonds having the same maturity as the bonds. Interest payments on such
bonds generally are collateralized by cash or securities in an amount that, in
the case of fixed rate bonds, is equal to at least one year of rolling interest
payments or, in the case of floating rate bonds, initially is equal to at least
one year's rolling interest payments based on the applicable interest rate at
the time and is adjusted at regular intervals thereafter.

LOAN PARTICIPATIONS AND ASSIGNMENTS. The Global Aggressive Bond Fund may invest
in fixed and floating rate loans ("Loans") arranged through private negotiations
between a foreign entity and one or more financial institutions ("Lenders"). The
majority of the Fund's investments in Loans in emerging markets is expected to
be in the form of participations in Loans ("Participations") and assignments of
portions of Loans from third parties ("Assignments"). Participations typically
will result in the Fund having a contractual relationship only with the Lender,
not with the borrower government. The Global Aggressive Bond Fund will have the
right to receive payments of principal, interest and any fees to which it is
entitled only from the Lender selling the Participation and only upon receipt by
the Lender of the payments from the borrower. In connection with purchasing
Participations, the Fund generally will have no right to enforce compliance by
the borrower with the terms of the loan agreement relating to the Loan ("Loan
Agreement"), nor any rights of set-off against the borrower, and the Fund may
not directly benefit from any collateral supporting the Loan in which it has
purchased the Participation. As a result, the Fund will

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SECURITY FUNDS
PROSPECTUS

assume the credit risk of both the borrower and the Lender that is selling the
Participation.

In the event of the insolvency of the Lender selling a Participation, the
Fund may be treated as a general creditor of the Lender and may not benefit from
any set-off between the Lender and the borrower. The Fund will acquire
Participations only if the Lender interpositioned between the Fund and the
borrower is determined by the Sub-Adviser and MFR to be creditworthy. When the
Fund purchases Assignments from Lenders, the Fund will acquire direct rights
against the borrower on the Loan. However, since Assignments are arranged
through private negotiations between potential assignees and assignors, the
rights and obligations acquired by the Fund as the purchaser of an Assignment
may differ from, and be more limited than, those held by the assigning Lender.

The Fund may have difficulty disposing of Assignments and Participations.
The liquidity of such securities is limited and the Fund anticipates that such
securities could be sold only to a limited number of institutional investors.
The lack of a liquid secondary market could have an adverse impact on the value
of such securities and on the Fund's ability to dispose of particular
Assignments or Participations when necessary to meet the Fund's liquidity needs
or in response to a specific economic event, such as a deterioration in the
creditworthiness of the borrower. The lack of a liquid secondary market for
Assignments and Participations also may make it more difficult for the fund to
assign a value to those securities for purposes of valuing the Fund's portfolio
and calculating its net asset value. The investment of the Fund in illiquid
securities, including Assignments and Participations, is limited to 15% of total
net assets.

SECURITY TAX-EXEMPT FUND
- ------------------------

The investment objective of Tax-Exempt Fund is to obtain as high a level of
interest income exempt from federal income taxes as is consistent with
preservation of stockholders' capital. Tax-Exempt Fund attempts to achieve its
objective by investing primarily in debt securities, the interest on which is
exempt from federal income taxes, including the alternative minimum tax. Under
normal circumstances, at least 80 percent of the Fund's net assets will be
invested in such tax-exempt securities.

The securities in which the Fund invests include debt obligations issued by
or on behalf of the states, territories and possessions of the United States,
the District of Columbia, and their political subdivisions, agencies,
authorities and instrumentalities, including multi-state agencies or authorities
(and may include certain private activity bonds the interest on which is subject
to the alternative minimum tax). These securities are referred to as "municipal
securities" and are described in more detail in the Funds' Statement of
Additional Information.

The Fund's investments in municipal securities are limited to securities of
"investment grade" quality, that is, securities rated within the four highest
rating categories of Moody's (Aaa, Aa, A, Baa) or S&P (AAA, AA, A, BBB), except
that the Fund may purchase unrated municipal securities (i) where the securities
are guaranteed as to principal and interest by the full faith and credit of the
U.S. Government or are short-term municipal securities (those having a maturity
of less than one year) of issuers having outstanding at the time of purchase an
issue of municipal bonds having one of the four highest ratings, or (ii) where,
in the opinion of the Investment Manager, the unrated municipal securities are
comparable in quality to those within the four highest ratings. However,
Tax-Exempt Fund will not purchase an unrated municipal security (other than a
security described in (i) above) if, after such purchase, more than 20 percent
of the Fund's total assets would be invested in such unrated municipal
securities.

With respect to rated securities, there is no percentage limitation on the
amount of the Fund's assets which may be invested in securities within any
particular rating classification, but the Fund anticipates that it will invest
no more than 25 percent of its total assets in securities rated Baa by Moody's
or BBB by Standard & Poor's. A description of the ratings is contained in
Appendix B to this Prospectus. Such securities have speculative characteristics
as discussed under "Investment Methods and Risk Factors."

If the Fund holds a security whose rating drops below Baa or BBB, the
Investment Manager will reevaluate the credit risk presented by the security in
light of current market conditions and determine whether to retain or dispose of
such security. The Fund will not retain securities rated below Baa or BBB in an
amount that exceeds 5 percent of its net assets.

Tax-Exempt Fund invests primarily in municipal bonds with

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SECURITY FUNDS
PROSPECTUS

maturities greater than one year. It is expected that the Fund's average
portfolio maturity under normal circumstances will be in the 15- to 25-year
range. Tax-Exempt Fund also will invest for various purposes in short-term
(maturity equal to or less than one year) securities which, to the extent
practicable will be short-term municipal securities. Short-term investments may
be made, pending investment of funds in municipal bonds, in order to maintain
liquidity, to meet redemption requests, or to maintain a temporary "defensive"
investment position when, in the opinion of the Investment Manager, it is
advisable to do so on account of current or anticipated market conditions.
Except when in a temporary defensive position, investments in short-term
municipal securities will represent less than 20 percent of the Fund's total
assets.

From time to time, on a temporary basis, Tax-Exempt Fund may invest in fixed
income obligations on which the interest is subject to federal income tax.
Except when the Fund is in a temporary "defensive" investment position, it will
not purchase a taxable security if, as a result, more than 20 percent of its
total assets would be invested in taxable securities. This limitation is a
fundamental policy of Tax-Exempt Fund, and may not be changed without a majority
vote of the Fund's outstanding shares. Temporary taxable investments of the Fund
may consist of obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, commercial paper rated A-1 by S&P or Prime-1 by
Moody's, corporate obligations rated AAA or AA by S&P or Aaa or Aa by Moody's,
certificates of deposit or bankers' acceptances of domestic banks or thrifts
with at least $2 billion in assets, or repurchase agreements with such banks or
with broker/dealers.

Tax-exempt interest on private activity bonds and exempt-interest dividends
attributable to private activity bonds generally are treated as tax preference
items for purposes of the alternative minimum tax. The Fund may purchase private
activity bonds, such as industrial development bonds, when other bonds are not
available and when the yield differential between private activity bonds and
other municipal bonds justifies their purchase.

From time to time, Tax-Exempt Fund may purchase municipal securities on a
when-issued or delayed delivery basis. The Fund does not believe that its net
asset value or income will be adversely affected by its purchase of municipal
securities on a when-issued or delayed delivery basis. For further information
regarding when-issued purchases, see "Investment Methods and Risk Factors" and
the Funds' Statement of Additional Information.

Tax-Exempt Fund may also purchase from banks or broker/dealers, municipal
securities together with the right to resell the securities to the seller at an
agreed-upon price or yield within a specified period prior to the maturity date
of the securities. Such a right to resell is commonly known as a "put" and is
also referred to as a "stand-by commitment" on the part of the seller. The price
which Tax-Exempt Fund pays for the municipal securities with puts generally is
higher than the price which otherwise would be paid for the municipal securities
alone. The Fund uses puts for liquidity purposes in order to permit it to remain
more fully invested in municipal securities than would otherwise be the case by
providing a ready market for certain municipal securities in its portfolio at an
acceptable price. The put generally is for a shorter term than the maturity of
the municipal security and does not restrict in any way the Fund's ability to
dispose of (or retain) the municipal security. In order to ensure that the
interest on municipal securities subject to puts is tax-exempt to the Fund, it
will limit its use of puts in accordance with current interpretations or rulings
of the Internal Revenue Service. Because it is difficult to evaluate the
likelihood of exercise or the potential benefit of a put, puts will be
determined to have a "value" of zero, regardless of whether any direct or
indirect consideration was paid. There is a risk that the seller of the put may
not be able to repurchase the security upon exercise of the put by Tax-Exempt
Fund. For further information regarding puts and stand-by commitments, see the
Funds' Statement of Additional Information.

SECURITY CASH FUND
- ------------------

The investment objective of Cash Fund is to seek as high a level of current
income as is consistent with preservation of capital and liquidity. Cash Fund
will attempt to achieve its objective by investing at least 95 percent of its
total assets, measured at the time of investment, in a diversified portfolio of
highest quality money market instruments. Cash Fund may also invest up to 5
percent of its total assets,

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SECURITY FUNDS
PROSPECTUS

measured at the time of investment, in money market instruments that are in the
second-highest rating category for short-term debt obligations. Money market
instruments in which the Fund may invest consist of the following:

U.S. Government Securities--Obligations issued or guaranteed (as to
principal or interest) by the United States Government or its agencies (such as
the Small Business Administration and Government National Mortgage Association)
or instrumentalities (such as Federal Home Loan Banks and Federal Land Banks)
and instruments fully collateralized with such obligations.

Bank Obligations--Obligations of banks or savings and loan associations that
are members of the Federal Deposit Insurance Corporation and instruments fully
collateralized with such obligations.

Corporate Obligations--Commercial paper issued by corporations and rated
Prime-1 or Prime-2 by Moody's or A-1 or A-2 by S&P, or other corporate debt
instruments rated Aaa or Aa or better by Moody's or AAA or AA or better by S&P,
subject to the limitations on investment in instruments in the second-highest
rating category, discussed below.

Cash Fund may invest only in U.S. dollar denominated money market
instruments that present minimal credit risk and, with respect to 95 percent of
its total assets, measured at the time of investment, that are of the highest
quality. The Investment Manager will determine whether a security presents
minimal credit risk under procedures adopted by Cash Fund's Board of Directors.
A security will be considered to be highest quality (1) if rated in the highest
category, (e.g., Aaa or Prime-1 by Moody's or AAA or A-1 by S&P) by (i) any two
nationally recognized statistical rating organizations ("NRSROs") or, (ii) if
rated by only one NRSRO, by that NRSRO, and whose acquisition is approved or
ratified by the Board of Directors; (2) if issued by an issuer that has
short-term debt obligations of comparable maturity, priority, and security and
that are rated in the highest rating category by (i) any two NRSROs or, (ii) if
rated by only one NRSRO, by that NRSRO, and whose acquisition is approved or
ratified by the Board of Directors; or (3) an unrated security that is of
comparable quality to a security in the highest rating category as determined by
the Investment Manager and whose acquisition is approved or ratified by the
Board of Directors. With respect to 5 percent of its total assets, measured at
the time of investment, Cash Fund may also invest in money market instruments
that are in the second-highest rating category for short-term debt obligations
(e.g., rated Aa or Prime-2 by Moody's or AA or A-2 by S&P). A money market
instrument will be considered to be in the second-highest rating category under
the criteria described above with respect to investments considered highest
quality, as applied to instruments in the second-highest rating category. See
Appendix A to this Prospectus for a description of the principal types of
securities and instruments in which Cash Fund will invest as well as a
description of the above mentioned ratings.

Cash Fund may not invest more than 5 percent of its total assets, measured
at the time of investment, in the securities of any one issuer that are of the
highest quality or more than the greater of 1 percent of its total assets or
$1,000,000, measured at the time of investment, in securities of any one issuer
that are in the second-highest rating category, except that these limitations
shall not apply to U.S. Government securities. The Fund may exceed the 5 percent
limitation for up to three business days after the purchase of the securities of
any one issuer that are of the highest quality, provided that the Fund has
outstanding at any time not more than one such investment. In the event that an
instrument acquired by Cash Fund ceases to be of the quality that is eligible
for the Fund, the Fund shall promptly dispose of the instrument in an orderly
manner unless the Board of Directors determines that this would not be in the
best interests of the Fund.

Cash Fund will invest in money market instruments of varying maturities (but
no longer than thirteen months) in an effort to earn as high a level of current
income as is consistent with preservation of capital and liquidity. Cash Fund
intends to maintain a dollar-weighted average maturity in its portfolio of not
more than 90 days. The Fund seeks to maintain a stable net asset value of $1.00
per share, although there can be no assurance that it will be able to do so.

Cash Fund may acquire one or more of the types of securities listed above
subject to repurchase agreement. Not more than 10 percent of the Fund's total
assets may be invested in illiquid assets, which include repurchase agreements
with maturities of over seven days.

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SECURITY FUNDS
PROSPECTUS

Cash Fund may invest in instruments having rates of interest that are
adjusted periodically according to a specified market rate for such investments
("Variable Rate Instruments"). The interest rate on a Variable Rate Instrument
is ordinarily determined by reference to, or is a percentage of, an objective
standard such as a bank's prime rate or the 91-day U.S. Treasury Bill rate.
Generally, the changes in the interest rate on Variable Rate Instruments reduce
the fluctuation in the market value of such securities . Accordingly, as
interest rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Cash Fund determines the
maturity of Variable Rate Instruments in accordance with Rule 2a-7 under the
Investment Company Act of 1940 which allows the Fund to consider the maturity
date of such instruments to be the period remaining until the next readjustment
of the interest rate rather than the maturity date on the face of the
instrument.

Cash Fund may acquire certain securities that are restricted as to
disposition under the federal securities laws, provided that such securities are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933, and subject the Fund's policy that not more
than 10 percent of the Fund's total assets will be invested in illiquid assets.
See "Investment Methods and Risk Factors" for a discussion of Rule 144A
Securities.

INVESTMENT METHODS AND RISK FACTORS

Some of the risk factors related to certain securities, instruments and
techniques that may be used by one or more of the Funds are described in the
"Investment Objectives and Policies" section of this Prospectus and in the
"Investment Objectives and Policies" and "Investment Policy Limitations"
sections of the Funds' Statement of Additional Information. The following is a
description of certain additional risk factors related to various securities,
instruments and techniques. The risks so described only apply to those Funds
which may invest in such securities and instruments or use such techniques. Also
included is a general description of some of the investment instruments,
techniques and methods which may be used by one or more of the Funds. The
methods described only apply to those Funds which may use such methods.

INVESTMENT VEHICLES
- -------------------

BAA OR BBB SECURITIES--Certain of the Funds may invest in medium grade debt
securities (debt securities rated Baa by Moody's or BBB by S&P at the time of
purchase, or if unrated, of equivalent quality as determined by the Investment
Manager). Baa securities are considered to be "medium grade" obligations by
Moody's and BBB is the lowest classification which is still considered an
"investment grade" rating by S&P. Bonds rated Baa by Moody's or BBB by S&P have
speculative characteristics and may be more susceptible than higher grade bonds
to adverse economic conditions or other adverse circumstances which may result
in a weakened capacity to make principal and interest payments. Limited Maturity
Bond and Global Aggressive Bond Funds may invest in higher yield debt securities
in the lower rating (higher risk) categories of the recognized rating services
(commonly referred to as "junk bonds"). See Appendix A to this Prospectus for a
complete description of corporate bond ratings and see "Risks Associated with
High Yield Investments."

U.S. GOVERNMENT SECURITIES--Each of the Funds may invest in U.S. Government
securities which include obligations issued or guaranteed (as to principal and
interest) by the United States Government or its agencies (such as the Small
Business Administration, the Federal Housing Administration, and Government
National Mortgage Association), or instrumentalities (such as Federal Home Loan
Banks and Federal Land Banks), and instruments fully collateralized with such
obligations such as repurchase agreements. Some U.S. Government securities, such
as Treasury bills and bonds, are supported by the full faith and credit of the
U.S. Treasury; others are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S. Government
to purchase the agency's obligations; still others, such as those of the Student
Loan Marketing Association, are supported only by the credit of the
instrumentality. Government National Mortg age Association (GNMA) certificates
are mortgage-backed securities representing part ownership of a pool of mortgage
loans on

15
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SECURITY FUNDS
PROSPECTUS

which timely payment of interest and principal is guaranteed by the full faith
and credit of the U.S. Government. Although U.S. Government securities are
guaranteed by the U.S. Government, its agencies or instrumentalities, shares of
the Funds are not so guaranteed in any way.

CONVERTIBLE SECURITIES AND WARRANTS--Certain of the Funds may invest in debt or
preferred equity securities convertible into or exchangeable for equity
securities. Traditionally, convertible securities have paid dividends or
interest at rates higher than common stocks but lower than non-convertible
securities. They generally participate in the appreciation or depreciation of
the underlying stock into which they are convertible, but to a lesser degree. In
recent years, convertibles have been developed which combine higher or lower
current income with options and other features. Warrants are options to buy a
stated number of shares of common stock at a specified price any time during the
life of the warrants (generally two or more years).

MORTGAGE BACKED SECURITIES AND COLLATERALIZED MORTGAGE OBLIGATIONS--Certain of
the Funds may invest in investment grade mortgage backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). MBSs include certain securities issued or guaranteed by the
United States government or one of its agencies or instrumentalities, such as
the Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), or Federal Home Loan Mortgage Corporation (FHLMC);
securities issued by private issuers that repres ent an interest in or are
collateralized by mortgage-backed securities issued or guaranteed by the U.S.
government or one of its agencies or instrumentalities; and securities issued by
private issuers that represent an interest in or are collateralized by mortgage
loans. A mortgage pass-through security is a pro rata interest in a pool of
mortgages where the cash flow generated from the mortgage collateral is passed
through to the security holder. CMOs are obligations fully collateralized by a
portfolio of mortgages or mortgage-related securities.

Investment in MBSs poses several risks, including prepayment, market and
credit risks. PREPAYMENT RISK reflects the chance that borrowers may prepay
their mortgages faster than expected, thereby affecting the investment's average
life and perhaps its yield. Borrowers are most likely to exercise their
prepayment options at a time when it is least advantageous to investors,
generally prepaying mortgages as interest rates fall, and slowing payments as
interest rates rise. Certain classes of CMOs may have priority over others with
respect to the receipt of prepayments on the mortgages and the Fund may invest
in CMOs which are subject to greater risk of prepayment. MARKET RISK reflects
the chance that the price of the security may fluctuate over time. The price of
MBSs may be particularly sensitive to prevailing interest rates, the length of
time the security is expected to be outstanding and the liquidity of the issue.
In a period of unstable interest rates, there may be decreased demand for
certain types of MBSs, and a fund invested in such securities wishing to sell
them may find it difficult to find a buyer, which may in turn decrease the price
at which they may be sold. CREDIT RISK reflects the chance that the Fund may not
receive all or part of its principal because the issuer or credit enhancer has
defaulted on its obligations. Obligations issued by U.S. Government-related
entities are guaranteed by the agency or instrumentality, and some, such as GNMA
certificates, are supported by the full faith and credit of the U.S. Treasury;
others are supported by the right of the issuer to borrow from the Treasury;
others, such as those of the FNMA, are supported by the discretionary authority
of the U.S. Government to purchase the agency's obligations; still others, are
supported only by the credit of the instrumentality. Although securities issued
by U.S. Government-related agencies are guaranteed by the U.S. Government, its
agencies or instrumentalities, shares of the Fund are not so guaranteed in any
way. The performance of private label MBSs, issued by private institutions, is
based on the financial health of those institutions.

ASSET-BACKED SECURITIES--Certain of the Funds may also invest in investment
grade "asset-backed securities." These include secured debt instruments backed
by automobile loans, credit card loans, home equity loans, manufactured housing
loans and other types of secured loans providing the source of both principal
and interest. Asset-backed securities are subject to risks similar to those
discussed above with respect to MBSs.

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SECURITY FUNDS
PROSPECTUS

WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES -- Certain of the Funds may
purchase securities on a "when-issued" basis and may purchase or sell securities
on a "forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. The price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. When-issued securities and forward
commitments may be sold prior to the settlement date, but the Funds will enter
into when-issued and forward commitments only with the intention of actually
receiving or delivering the securities, as the case may be. No income accrues on
securities which have been purchased pursuant to a forward commitment or on a
when-issued basis prior to delivery of the securities. If a Fund disposes of the
right to acquire a when-issued security prior to its acquisition or disposes of
its right to deliver or receive against a forward commitment, it may incur a
gain or loss. At the time a Fund enters into a transaction on a when-issued or
forward commitment basis, a segregated account consisting of cash or high grade
liquid debt securities equal to the value of the when-issued or forward
commitment securities will be established and maintained with its custodian and
will be marked to market daily. There is a risk that the securities may not be
delivered and that the Fund may incur a loss.

RESTRICTED SECURITIES (RULE 144A SECURITIES) -- Certain of the Funds may invest
in restricted securities which are securities that are restricted as to
disposition under the federal securities laws, provided that such securities are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933.

The Global Aggressive Bond Fund may purchase restricted securities,
including securities that are not eligible for resale pursuant to Rule 144A.
Global Aggressive Bond Fund may acquire such securities through private
placement transactions, directly from the issuer or from security holders,
generally at higher yields or on terms more favorable to investors than
comparable publicly traded securities. However, the restrictions on resale of
such securities may make it difficult for the Fund to dispose of such securities
at the time considered most advantageous, and/or may involve expenses that would
not be incurred in the sale of securities that were freely marketable. Risks
associated with restricted securities include the potential obligation to pay
all or part of the registration expenses in order to sell certain restricted
securities. A considerable period of time may elapse between the time of the
decision to sell a security and the time the Fund may be permitted to sell it
under an effective registration statement. If, during a period, adverse
conditions were to develop, the Fund might obtain a less favorable price than
prevailing when it decided to sell.

The Funds' Board of Directors is responsible for developing and establishing
guidelines and procedures for determining the liquidity of Rule 144A securities.
As permitted by Rule 144A, the Board of Directors has delegated this
responsibility to the Investment Manager. In making the determination regarding
the liquidity of Rule 144A securities, the Investment Manager will consider
trading markets for the specific security taking into account the unregistered
nature of a Rule 144A security. In addition, the Investment Manager may
consider: 1) the frequency of trades and quotes; 2) the number of dealers and
potential purchasers; 3) dealer undertakings to make a market; and 4) the nature
of the security and of the market place trades (e.g. the time needed to dispose
of the security, the method of soliciting offers and the mechanics of transfer).
Investing in Rule 144A securities could have the effect of increasing the amount
of a Fund's assets invested in illiquid securities to the extent that qualified
institutional buyers become uninterested, for a time, in purchasing these
securities.

ZERO COUPON SECURITIES -- The Global Aggressive Bond Fund may invest in certain
zero coupon securities that are "stripped" U.S. Treasury notes and bonds. The
Fund also may invest in zero coupon and other deep discount securities issued by
foreign governments and domestic and foreign corporations, including certain
Brady Bonds and other foreign debt and payment-in-kind securities. Zero coupon
securities pay no interest to holders prior to maturity, and payment-in-kind
securities pay interest in the form of additional securities. However, a portion
of the original issue discount on zero coupon securities and the "interest" on
payment-in-kind securities will be included in

17
<PAGE>

SECURITY FUNDS
PROSPECTUS

the investing Fund's income. Accordingly, for the Fund to qualify for tax
treatment as a regulated investment company and to avoid certain taxes (see
"Taxes" in the Statement of Additional Information), the Fund may be required to
distribute an amount that is greater than the total amount of cash it actually
receives. These distributions must be made from the Fund's cash assets or, if
necessary, from the proceeds of sales of portfolio securities. The Fund will not
be able to purchase additional income-producing securities with cash used to
make such distributions and its current income ultimately may be reduced as a
result. Zero coupon and payment-in-kind securities usually trade at a deep
discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities that make current distributions of interest
in cash. The Fund will not invest more than 5% of its total assets in zero
coupon securities.

REPURCHASE AGREEMENTS, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS --
Each of the Funds may enter into repurchase agreements. Repurchase agreements
are transactions in which the purchaser buys a debt security from a bank or
recognized securities dealer and simultaneously commits to resell that security
to the bank or dealer at an agreed upon price, date and market rate of interest
unrelated to the coupon rate or maturity of the purchased security. Repurchase
agreements are considered to be loans which must be fully collateralized
including interest earned thereon during the entire term of the agreement. If
the institution defaults on the repurchase agreement, the Fund will retain
possession of the underlying securities. If bankruptcy proceedings are commenced
with respect to the seller, realization on the collateral by the Fund may be
delayed or limited and the Fund may incur additional costs. In such case, the
Fund will be subject to risks associated with changes in market value of the
collateral securities. The Fund intends to enter into repurchase agreements only
with banks and broker/dealers believed to present minimal credit risks.

The Global Aggressive Bond Fund may also enter into reverse repurchase
agreements with the same parties with whom it may enter into repurchase
agreements. Under a reverse repurchase agreement, a Fund would sell securities
and agree to repurchase them at a particular price at a future date. Reverse
repurchase agreements involve the risk that the market value of the securities
retained in lieu of sale by a Fund may decline below the price of the securities
the Fund has sold but is obligated to repurchase. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, such buyer or its trustee or receiver may receive an extension of
time to determine whether to enforce the Fund's obligation to repurchase the
securities, and the Fund's use of the proceeds of the reverse repurchase
agreement may effectively be restricted pending such decision.

The Global Aggressive Bond Fund also may enter into "dollar rolls," in which
the Fund sells fixed income securities for delivery in the current month and
simultaneously contracts to repurchase substantially similar (same type, coupon
and maturity) securities on a specified future date. During the roll period, the
Global Aggressive Bond Fund would forego principal and interest paid on such
securities. The Fund would be compensated by the difference between the current
sales price and the forward price for the future purchase, as well as by the
interest earned on the cash proceeds of the initial sale. See "Investment
Objectives and Policies" in the Statement of Additional Information.

INVESTMENT METHODS
- ------------------

BORROWING -- Each of the Funds may borrow money from banks as a temporary
measure for emergency purposes, or to facilitate redemption requests.

18
<PAGE>

SECURITY FUNDS
PROSPECTUS

exaggerate the effect on net asset value of any increase or decrease in the
market value of a Fund's portfolio. Money borrowed for leveraging will be
subject to interest costs that may or may not be recovered by appreciation of
the securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased. A Fund also may be required to maintain
minimum average balances in connection with such borrowing or to pay a
commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest rate.
It is not expected that Cash Fund would purchase securities while it had
borrowings outstanding.

OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS -- The Global Aggressive Bond
Fund may invest in options, futures and forward currency transactions. In
seeking to protect against currency exchange rate or interest rate changes that
are adverse to its present or prospective positions, the Fund may employ certain
risk management practices involving the use of forward currency contracts and
options contracts, futures contracts and options on futures contracts on U.S.
and foreign government securities and currencies. The Global Aggressive Bond
Fund also may enter into interest rate, currency and index swaps and purchase or
sell related caps, floors and collars. No more than 50% of the Fund's assets
will be invested in derivative securities. The Fund's investment in derivative
securities will be utilized for hedging purposes and not for speculation. See
"Swaps, Caps, Floors and Collars" below. See also "Derivative Instruments:
Options, Futures and Forward Currency Strategies" in the Statement of Additional
Information. There can be no assurance that the Fund's risk management practices
will succeed. Only a limited market, if any, currently exists for forward
currency contracts and options and futures instruments relating to currencies of
most emerging markets, to securities denominated in such currencies or to
securities of issuers domiciled or principally engaged in business in such
emerging markets. To the extent that such a market does not exist, the Fund may
not be able to effectively hedge its investment in such emerging markets.

To attempt to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward currency contracts for the purchase
or sale of a specified currency at a specified future date. Such contracts may
involve the purchase or sale of a foreign currency against the U.S. dollar or
may involve two foreign currencies. The Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to the
Fund's portfolio positions. For example, when the Fund anticipates making a
purchase or sale of a security, it may enter into a forward currency contract in
order to set the rate (either relative to the U.S. dollar or another currency)
at which a currency exchange transaction related to the purchase or sale will be
made. Further, when the Sub-Adviser or MFR believes that a particular currency
may decline compared to the U.S. dollar or another currency, the Fund may enter
into a forward contract to sell the currency the Sub-Adviser or MFR expects to
decline in an amount up to the value of the portfolio securities held by the
Fund denominated in a foreign currency

In addition, the Global Aggressive Bond Fund may purchase put and call
options and write such options on a "covered" basis on securities that are
traded on recognized securities exchanges and over-the-counter ("OTC") markets.
The Fund will cause its custodian to segregate cash, U.S. Government securities
or other high grade liquid debt obligations having a value sufficient to meet
the Fund's obligations under the option. It also may enter into interest rate
futures contracts and purchase and write options to buy and sell such futures
contracts, to the extent permitted under regulations of the Commodities Futures
Trading Commission ("CFTC"). The Fund will not employ these practices for
speculation; however, these practices may result in the loss of principal under
certain conditions. In addition, certain provisions of the Internal Revenue Code
of 1986, as amended ("Code"), limit the extent to which the Fund may enter into
forward contracts or futures contracts or engage in options transactions. See
"Taxes" in the Statement of Additional Information. The Fund also may purchase
put or call options or futures contracts on currencies for the same purposes as
it may use forward currency contracts.

The Global Aggressive Bond Fund's use of forward

19
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SECURITY FUNDS
PROSPECTUS

currency contracts or options and futures transactions would involve certain
investment risks and transaction costs to which it might not otherwise be
subject. These risks include: dependence on the Sub-Adviser and MFR's ability to
predict movements in exchange rates; imperfect correlation between movements in
exchange rates and movements in the currency hedged; and the fact that the
skills needed to effectively hedge against the Fund's currency risks are
different from those needed to select the securities in which a Fund invests.
The Fund also may conduct its foreign currency exchange transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market.

SWAPS, CAPS, FLOORS AND COLLARS -- The Global Aggressive Bond Fund may enter
into interest rate, currency and index swaps, and the purchase or sale of
related caps, floors and collars. The Fund expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or portion of its portfolio, to protect against currency fluctuations, as a
technique for managing the portfolio's duration (i.e., the price sensitivity to
changes in interest rates) or to protect against any increase in the price of
securities the Fund anticipates purchasing at a later date. The Fund intends to
use these transactions as hedges and not as speculative investments, and will
not sell interest rate caps or floors if it does not own securities or other
instruments providing the income the Fund may be obligated to pay.

Interest rate swaps involve the exchange by the Fund with another party of
their respective commitments to pay or receive interest (for example, an
exchange of floating rate payments for fixed rate payments) with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount based on changes in the values of the reference
indices.

The purchase of a cap entitles the purchaser to receive payments on a
notional principal amount from the party selling the cap to the extent that a
specified index exceeds a predetermined interest rate. The purchase of an
interest rate floor entitles the purchaser to receive payments on a notional
principal amount from the party selling the floor to the extent that a specified
index falls below a predetermined interest rate or amount. A collar is a
combination of a cap and a floor that preserves a certain return within a
predetermined range of interest rates or values.

RISK FACTORS
- ------------

GENERAL RISK FACTORS -- Each Fund's net asset value will fluctuate, reflecting
fluctuations in the market value of its portfolio positions and, if applicable,
its net currency exposure. The value of fixed income securities held by the
Funds generally fluctuates inversely with interest rate movements. In other
words, bond prices generally fall as interest rates rise and generally rise as
interest rates fall. Longer term bonds held by the Funds are subject to greater
interest rate risk. There is no assurance that any Fund will achieve its
investment objective.

FOREIGN INVESTMENT RISK -- Investment in foreign securities involves risks and
considerations not present in domestic investments. Foreign companies generally
are not subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to U.S.
companies. The securities of non-U.S. issuers generally are not registered with
the SEC, nor are the issuers thereof usually subject to the SEC's reporting
requirements. Accordingly, there may be less publicly available information
about foreign securities and issuers than is available with respect to U.S.
securities and issuers. A Fund's income and gains from foreign issuers may be
subject to non-U.S. withholding or other taxes, thereby reducing their income
and gains. In addition, with respect to some foreign countries, there is the
increased possibility of expropriation or confiscatory taxation, limitations on
the removal of funds or other assets of the Fund, political or social
instability, or diplomatic developments which could affect the investments of
the Fund in those countries. Moreover, individual foreign economies may differ
favorably or unfavorably from the U.S. economy in such respects as growth of
gross national product, rate of inflation, rate of savings and capital
reinvestment, resource self-sufficiency and balance of payments positions.

CURRENCY RISK -- Since the Global Aggressive Bond Fund normally invests
substantially in securities denominated in currencies other than the U.S.
dollar, and since it may hold foreign currencies, the value of such securities
will be affected favorably or unfavorably by exchange control regulations or
changes in the exchange rates between such currencies and the U.S. dollar.
Changes in currency

20
<PAGE>

SECURITY FUNDS
PROSPECTUS

exchange rates will influence the value of the Fund's shares, and also may
affect the value of dividends and interest earned by the Fund and gains and
losses realized by the Fund. Currencies generally are evaluated on the basis of
fundamental economic criteria (e.g., relative inflation and interest rate levels
and trends, growth rate forecasts, balance of payments status and economic
policies) as well as technical and political data. The exchange rates between
the U.S. dollar and other currencies are determined by supply and demand in the
currency exchange markets, the international balance of payments, governmental
intervention, speculation and other economic and political conditions.

If the currency in which a security is denominated appreciates against the
U.S. dollar, the dollar value of the security will increase. Conversely, a
decline in the exchange rate of the currency would adversely affect the value of
the security expressed in U.S. dollars.

RISKS ASSOCIATED WITH INVESTMENT IN EMERGING MARKETS -- Global Aggressive Bond
Fund may invest in emerging markets. Because of the special risks associated
with investing in emerging markets, an investment in the Global Aggressive Bond
Fund should be considered speculative. Investors are strongly advised to
consider carefully the special risks involved in emerging markets, which are in
addition to the usual risks of investing in developed foreign markets around the
world. Investing in emerging markets involves risks relating to potential
political economic instability within such markets and the risks of
expropriation, nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investment and on repatriation of capital
invested. In the event of such expropriation, nationalization or other
confiscation in any emerging market, the Fund could lose its entire investment
in that market. Many emerging market countries have experienced substantial, and
in some periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have negative
effects on the economies and securities markets of certain emerging market
countries. Economies in emerging markets generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been and may continue
to be affected adversely by economic conditions in the countries with which they
trade.

The securities markets of emerging countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the United States and
other major markets. There also may be a lower level of monitoring and
regulation of emerging securities markets and the activities of investors in
such markets, and enforcement of existing regulations has been extremely
limited. The Fund may invest in former communist countries. There is a
possibility that these countries may revert to communism. In addition, brokerage
commissions, custodial services and other costs relating to investment in
foreign markets generally are more expensive than in the United States,
particularly with respect to emerging markets. Such markets have different
settlement and clearance procedures. In certain markets there have been times
when settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. The inability of
the Fund to make intended securities purchases due to settlement problems could
cause the Fund to forego attractive investment opportunities. Inability to
dispose of a portfolio security caused by settlement problems could result
either in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.

The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Fund's portfolio securities in such
markets may not be readily available. Section 22(e) of the 1940 Act permits a
registered investment company to suspend redemption of its shares for any period
during which an emergency exists, as determined by the SEC.

21
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SECURITY FUNDS
PROSPECTUS

Accordingly, when the Fund believes that appropriate circumstances warrant, it
will promptly apply to the SEC for a determination that an emergency exists
within the meaning of Section 22(e) of the 1940 Act. During the period
commencing from the Fund's identification of such conditions until the date of
SEC action, the portfolio securities of the Fund in the affected markets will be
valued at fair value as determined in good faith by or under the direction of
the Fund's Board of Directors.

RISKS ASSOCIATED WITH LOWER-RATED DEBT SECURITIES (JUNK BONDS) -- Certain of the
Funds may invest in higher yielding debt securities in the lower rating (higher
risk) categories of the recognized rating services (commonly referred to as
"junk bonds"). Debt rated BB, B, CCC, CC and C by S&P and rated Ba, B, Caa, Ca
and C by Moody's, is regarded, on balance, as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. For S&P, BB indicates the lowest
degree of speculation and C the highest degree of speculation. For Moody's, Ba
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Similarly, debt rated Ba or BB and below is
regarded by the relevant rating agency as speculative. Debt rated C by Moody's
or S&P is the lowest quality debt that is not in default as to principal or
interest and such issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing. Such securities are
also generally considered to be subject to greater risk than higher quality
securities with regard to a deteri oration of general economic conditions. As
noted above, the Global Aggressive Bond Fund may invest in debt securities rated
below C, which are in default as to principal and/or interest. Ratings of debt
securities represent the rating agency's opinion regarding their quality and are
not a guarantee of quality. Rating agencies attempt to evaluate the safety of
principal and interest payments and do not evaluate the risks of fluctuations in
market value. Also, rating agencies may fail to make timely changes in credit
quality in response to subsequent events, so that an issuer's current financial
condition may be better or worse than a rating indicates.

The market value of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. Similarly, certain emerging market governments that issue lower
quality debt securities are among the largest debtors to commercial banks,
foreign governments and supranational organizations such as the World Bank and
may not be able or willing to make principal and/or interest repayments as they
come due. The risk of loss due to default by the issuer is significantly greater
for the holders of lower quality securities because such securities are
generally unsecured and are often subordinated to other creditors of the issuer.

Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Fund. If an issuer exercises these provisions in a declining
interest rate market, the Fund may have to replace the security with a lower
yielding security, resulting in a decreased return for investors. In addition,
the Fund may have difficulty disposing of lower quality securities because there
may be a thin trading market for such securities. There may be no established
retail secondary market for many of these securities, and the Fund anticipates
that such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may make it more
difficult for the Fund to obtain accurate market quotations for purposes of
valuing the securities in the portfolio of the Fund.

22
<PAGE>

SECURITY FUNDS
PROSPECTUS

Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may also decrease the values and liquidity of lower
quality securities, especially in a thinly traded market. The Global Aggressive
Bond Fund also may acquire lower quality debt securities during an initial
underwriting or may acquire lower quality debt securities which are sold without
registration under applicable securities laws. Such securities involve special
considerations and risks.

Factors having an adverse effect on the market value of lower rated
securities or their equivalents purchased by the Fund will adversely impact net
asset value of the Fund. See "Risk Factors" in the Statement of Additional
Information. In addition to the foregoing, such factors may include: (i)
potential adverse publicity; (ii) heightened sensitivity to general economic or
political conditions; and (iii) the likely adverse impact of a major economic
recession. The Fund also may incur additional expenses to the extent it is
required to seek recovery upon a default in the payment of principal or interest
on its portfolio holdings, and the Fund may have limited legal recourse in the
event of a default. Debt securities issued by governments in emerging markets
can differ from debt obligations issued by private entities in that remedies
from defaults generally must be pursued in the courts of the defaulting
government, and legal recourse is therefore somewhat diminished. Political
conditions, in terms of a government's willingness to meet the terms of its debt
obligations, also are of considerable significance. There can be no assurance
that the holders of comme rcial bank debt may not contest payments to the
holders of debt securities issued by governments in emerging markets in the
event of default by the governments under commercial bank loan agreements.

The Investment Manager and, with respect to the Global Aggressive Bond Fund,
the Sub-Adviser and MFR, will attempt to minimize the speculative risks
associated with investments in lower quality securities through credit analyses
and by carefully monitoring current trends in interest rates, political
developments and other factors. Nonetheless, investors should carefully review
the investment objectives and policies of the Funds and consider their ability
to assume the investment risks involved before making an investment in the
Funds.

MANAGEMENT OF THE FUNDS

The management of the Funds' business and affairs is the responsibility of
the Board of Directors. Security Management Company (the "Investment Manager"),
700 Harrison Street, Topeka, Kansas, is responsible for selection and management
of the Funds' portfolio investments. The Investment Manager is a wholly-owned
subsidiary of Security Benefit Life Insurance Company, a mutual life insurance
company with over $13 billion of insurance in force. The Investment Manager also
acts as investment adviser to Security Equity, Growth and Income, and Ultra
Funds and SBL Fund. The Investment Manager currently manages approximately $2.1
billion in assets.

The Investment Manager has engaged Lexington Management Corporation (the
"Sub-Adviser"), Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663, to
provide certain investment advisory services to Global Aggressive Bond Fund. The
Sub-Adviser is a wholly-owned subsidiary of Piedmont Management Company Inc., a
diversified financial services holding company which is organized as a Delaware
corporation, the majority of the common stock of which is owned by descendants
of Lunsford Richardson, Sr., their spouses, trusts and other related entities.
The Sub-Adviser was established in 1938 and currently manages over $3.8 billion
in assets.

The Sub-Adviser has entered into a sub-advisory contract with MFR Advisors,
Inc., ("MFR"), One World Financial Center, 200 Liberty Street, New York, New
York 10281, under which MFR will provide the Global Aggressive Bond Fund with
investment and economic research services. MFR currently acts as Sub-Adviser to
the Lexington Ramirez Global Income Fund and also serves as an institutional
manager for private clients. MFR is a subsidiary of Maria Fiorini Ramirez, Inc.
("Ramirez"), which was established in August of 1992 to provide global economic
consulting, investment advisory and broker-dealer services. Ramirez is the
successor firm to Maria Ramirez Capital Consultants, Inc. ("MRCC"). MRCC was
formed in April 1990 as a subsidiary of John Hancock Freedom Securities
Corporation and offered in-depth economic consulting services to clients.

Subject to the supervision and direction of the Funds'

23
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SECURITY FUNDS
PROSPECTUS

Board of Directors, the Investment Manager, and, with respect to Global
Aggressive Bond Fund, the Sub-Adviser and MFR, manage the Fund portfolios in
accordance with each Fund's stated investment objective and policies and make
all investment decisions. The Investment Manager has agreed that total annual
expenses of the respective Funds (including for any fiscal year, the management
fee, but excluding interest, taxes, brokerage commissions, extraordinary
expenses and Class B distribution fees) shall not for the Corporate Bond,
Limited Maturity Bond, U.S. Government and Global Aggressive Bond Funds exceed
the level of expenses which the Funds are permitted to bear under the most
restrictive expense limitation imposed by any state in which shares of the Fund
are then qualified for sale and shall not for Tax-Exempt and Cash Funds exceed
one percent of each Fund's average net assets for the year. The Investment
Manager will contribute such funds to the Funds or waive such portion of its
compensation as may be necessary to insure that such total annual expenses do
not exceed any such limitation. As compensation for its management services, the
Investment Manager receives on an annual basis, .5 percent of the average daily
net assets of Corporate Bond, Limited Maturity Bond, U.S. Government, Tax-Exempt
and Cash Funds and .75 percent of the average daily net assets of Global
Aggressive Bond Fund, computed on a daily basis and payable monthly. As
compensation for the services provided to the Global Aggressive Bond Fund, the
Investment Manager pays the Sub-Adviser, on an annual basis, a fee equal to .35
percent of the average daily net assets of such Fund, calculated daily and
payable monthly. For the services provided by MFR, MFR receives from the
Sub-Adviser, on an annual basis, a fee equal to .15 percent of the average daily
net assets of the Global Aggressive Bond Fund, calculated daily and payable
monthly.

The Investment Manager also acts as the administrative agent for the Funds,
and as such performs administrative functions, and the bookkeeping, accounting
and pricing functions for the Funds. For this service the Investment Manager
receives on an annual basis, a fee of .09 percent of the average daily net
assets of Corporate Bond, Limited Maturity Bond, U.S. Government, and Tax-Exempt
Funds and .045 percent of the average daily net assets of Cash and Global
Aggressive Bond Funds, calculated daily and payable monthly. For the identified
administrative services the Investment Manager also receives, with respect to
the Global Aggressive Bond Fund, an annual fee equal to the greater of .10
percent of its average net assets or (i) $30,000 in the year ending April 29,
1996; (ii) $45,000 in the year ending April 29, 1997; and (iii) $60,000
thereafter. The Investment Manager also acts as the transfer agent and dividend
disbursing agent for the Funds. The Investment Manager has arranged for the
Sub-Adviser to provide certain administrative services to Global Aggressive Bond
Fund including performing certain accounting and pricing functions. The Funds'
expenses include fees paid to the Investment Manager as well as expenses of
brokerage commissions, interest, taxes, Class B distribution fees and
extraordinary expenses approved by the Board of Directors of the Funds.

For the year ended December 31, 1994, the total expenses, as a percentage of
average net assets, were 1.01 percent for Class A and 1.85 percent for Class B
shares of Corporate Bond Fund; 1.10 percent for Class A and 1.85 percent for
Class B shares of U.S. Government Fund; .82 percent for Class A shares and 2.00
percent for Class B shares of Tax-Exempt Fund; and .96 percent for Cash Fund.
For the period January 17, 1995 (date of inception) to June 30, 1995 and the
period June 1, 1995 (date of inception) to September 30, 1995, the total
expenses were .53% for Class A shares and 1.33% for Class B shares of Limited
Maturity Bond Fund and 2.00% for Class A shares and 2.75% for Class B shares of
Global Aggressive Bond Fund, respectively.

PORTFOLIO MANAGEMENT
- --------------------

Corporate Bond, Limited Maturity Bond, U.S. Government, Tax-Exempt and Cash
Funds will be managed by the Fixed Income Team of the Investment Manager
consisting of John Cleland, Chief Investment Strategist, Jane Tedder, Tom Swank,
Steve Bowser and Elaine Miller. Jane A. Tedder, Vice President and Senior
Portfolio Manager of the Investment Manager has day-to-day responsibility for
managing Corporate Bond, Limited Maturity Bond and Tax-Exempt Funds. Steve
Bowser, Assistant Vice President and Portfolio Manager of the Investment
Manager, has day-to-day responsibility for managing U.S. Government Fund.

24
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SECURITY FUNDS
PROSPECTUS

Ms. Tedder has 20 years of experience in the investment field and has
managed the Corporate Bond and Tax-Exempt Funds since 1983 and the Limited
Maturity Bond Fund since its inception in 1995. Prior to joining the Investment
Manager in 1983, she served as Vice President and Trust Officer of Douglas
County Bank in Kansas. Ms. Tedder earned a bachelor's degree in education from
Oklahoma State University and advanced diplomas from National Graduate Trust
School, Northwestern University, and Stonier Graduate School of Banking, Rutgers
University. She is a Chartered Financial Analyst. Her investment strategy is to
manage portfolios to provide attractive long-term total return, the greatest
part of which will be provided by a consistent income stream.

Mr. Bowser joined the Investment Manager in 1992 and has managed the U.S.
Government Fund since 1995. Prior to joining the Investment Manager, he was
Assistant Vice President and Portfolio Manager with the Federal Home Loan Bank
of Topeka from 1989 to 1992. He was employed at the Federal Reserve Bank of
Kansas City in 1988 and began his career with the Farm Credit System from 1982
to 1987, serving as a Senior Financial Analyst and Assistant controller. He
graduated with a Bachelor of Science degree from Kansas State University in
1982.

Global Aggressive Bond Fund is managed by an investment management team of
the Sub-Adviser and MFR. Denis P. Jamison and Maria Fiorini Ramirez are the lead
managers.

Denis P. Jamison, C.F.A., Senior Vice President, Director Fixed Income
Strategy of the Sub-Adviser, is responsible for fixed-income portfolio
management. He is a member of the New York Society of Security Analysts. Mr.
Jamison has more than 20 years investment experience. Prior to joining the
Sub-Adviser in 1981, Mr. Jamison spent nine years at Arnold Bernhard & Company,
an investment counseling and financial services organization. At Bernhard, he
was a Vice President supervising the security analyst staff and managing
investment portfolios. He is a specialist in government, corporate and municipal
bonds. Mr. Jamison is a graduate of the City College of New York with a B.A. in
Economics.

Maria Fiorini Ramirez, President and Chief Executive Officer of MFR, began
her career as a credit analyst with American Express International Banking
Corporation in 1968. In 1972, she moved to Banco Nazionale De Lavoro in New
York. The following year, she started a ten year association with Merrill Lynch,
serving as Vice President and Senior Money Market Economist. She joined Becker
Paribas in 1984 as Vice President and Senior Money Market Economist before
joining Drexel Burnham Lambert that same year as First Vice President and Money
Market Economist. She was promoted to Managing Director of Drexel in 1986. From
April 1990 to August 1992, Ms. Ramirez was the President and Chief Executive
Officer of Maria Ramirez Capital Consultants, Inc., a subsidiary of John Hancock
Freedom Securities Corporation. Ms. Ramirez established MFR in August 1992. She
is known in international financial, banking and economic circles for her
assessment of the interaction between global economic policy and political
trends and their effect on investments. Ms. Ramirez holds a B.A. in Business
Administration/ Economics from Pace University.

HOW TO PURCHASE SHARES

As discussed below, shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds may be purchased with
either a front-end or contingent deferred sales charge. Shares of Cash Fund are
offered by the Fund without a sales charge. Each of the Funds reserves the right
to withdraw all or any part of the offering made by this prospectus and to
reject purchase orders.

As a convenience to investors and to save operating expenses, the Funds do
not issue certificates for Fund shares except upon written request by the
stockholder.

CORPORATE BOND, LIMITED MATURITY BOND,
U.S. GOVERNMENT, GLOBAL AGGRESSIVE BOND
AND TAX-EXEMPT FUNDS

Security Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary
of the Investment Manager, is principal underwriter for Corporate Bond, Limited
Maturity Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt Funds.
Shares of these Funds may be purchased through authorized investment dealers. In
addition, banks and other financial institutions that have an agreement with the

25
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SECURITY FUNDS
PROSPECTUS

Distributor may make shares of these Funds available to their customers. The
minimum initial purchase must be $100 and subsequent purchases must be $100
unless made through an Accumulation Plan which allows subsequent purchases of
$20.

Orders for the purchase of shares of Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond and Tax-Exempt Funds will be confirmed
at an offering price equal to the net asset value per share next determined
after receipt of the order in proper form by the Distributor (generally as of
the close of the Exchange on that day) plus the sales charge in the case of
Class A shares. Orders received by dealers or other firms prior to the close of
the Exchange and received by the Distributor prior to the close of its business
day will be confirmed at the offering price effective as of the close of the
Exchange on that day.

Orders for shares received by broker/dealers prior to that day's close of
trading on the New York Stock Exchange and transmitted to the Fund prior to its
close of business that day will receive the offering price equal to the net
asset value per share computed at the close of trading on the Exchange on the
same day plus, in the case of Class A shares, the sales charge. Orders received
by broker/dealers after that day's close of trading on the Exchange and
transmitted to the Fund prior to the close of business on the next business day
will receive the next business day's offering price.

ALTERNATIVE PURCHASE OPTIONS
- ----------------------------

Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive
Bond and Tax-Exempt Funds offer two classes of shares:

CLASS A SHARES - FRONT-END LOAD OPTION. Class A shares are sold with a sales
charge at the time of purchase. Class A shares are not subject to a sales charge
when they are redeemed (except that shares sold in an amount of $1,000,000 or
more without a front-end sales charge will be subject to a contingent deferred
sales charge for one year.) See Appendix C on page 44 for a discussion of
possible reductions in the front-end sales charge.

CLASS B SHARES - BACK-END LOAD OPTION. Class B shares are sold without a sales
charge at the time of purchase, but are subject to a deferred sales charge if
they are redeemed within five years of the date of purchase. Class B shares will
automatically convert tax-free to Class A shares at the end of eight years after
purchase.

The decision as to which class is more beneficial to an investor depends on
the amount and intended length of the investment. Investors who would rather pay
the entire cost of distribution at the time of investment, rather than spreading
such cost over time, might consider Class A shares. Other investors might
consider Class B shares, in which case 100 percent of the purchase price is
invested immediately, depending on the amount of the purchase and the intended
length of investment. The Funds will not normally accept any purchase of Class B
shares in the amount of $250,000 or more.

Dealers or others may receive different levels of compensation depending on
which class of shares they sell.

CLASS A SHARES
- --------------

Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are offered at net asset value plus
an initial sales charge as follows:

SALES CHARGE
AMOUNT OF APPLICABLE PERCENTAGE OF PERCENTAGE
PURCHASE AT PERCENTAGE OF NET AMOUNT REALLOWABLE
OFFERING PRICE OFFERING PRICE INVESTED TO DEALER
- --------------------------------------------------------------------------------
Less than $50,000 4.75% 4.99% 4.00%
$50,000 but less than
$100,000 3.75% 3.90% 3.00%
$100,000 but less than
$250,000 2.75% 2.83% 2.20%
$250,000 but less than
$1,000,000 1.75% 1.78% 1.40%
$1,000,000 and over None None (See below)
- --------------------------------------------------------------------------------

Purchases of Class A shares of the Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond and Tax-Exempt Funds in amounts of
$1,000,000 or more are made at net asset value (without a sales charge), but are
subject to a contingent deferred sales charge of one percent in the event of
redemption within one year following purchase. For a discussion of the
contingent deferred sales charge, see

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SECURITY FUNDS
PROSPECTUS

"Calculation and Waiver of Contingent Deferred Sales Charges" on page 29.

The Distributor will pay a commission to dealers on such purchases of
$1,000,000 or more as follows: 1.00 percent on sales up to $5,000,000, plus .50
percent on sales of $5,000,000 or more up to $10,000,000 and .10 percent on any
amount of $10,000,000 or more.

The Investment Manager may, at its expense, pay a service fee to dealers who
satisfy certain criteria established by the Investment Manager from time to time
relating to the volume of their sales of Class A shares of Tax-Exempt Fund and
certain other Security Funds during prior periods and certain other factors,
including providing certain services to their clients who are stockholders of
such Funds. Such services include assisting stockholders in changing account
options or enrolling in specific plans, and providing stockholders with
information regarding the Funds and related developments.

Currently, service fees are paid on the aggregate value of accounts opened
after July 31, 1990, in Security Tax-Exempt, Equity, Ultra and Growth and Income
Funds at the following annual rates: .25 percent of aggregate net asset value
for amounts of $100,000 but less than $5 million and .30 percent for amounts of
$5,000,000 or more.

SECURITY INCOME FUND'S
CLASS A DISTRIBUTION PLAN
- -------------------------

In addition to the sales charge deducted from Class A shares at the time of
purchase, each of Corporate Bond, Limited Maturity Bond, U.S. Government and
Global Aggressive Bond Funds is authorized, under a Distribution Plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Class A
Distribution Plan"), to use its assets to finance certain activities relating to
the distribution of its shares to investors. This Plan permits payments to be
made by these Funds to the Distributor, to finance various activities relating
to the distribution of their Class A shares to investors, including, but not
limited to, the payment of compensation (including incentive compensation to
securities dealers and other financial institutions and organizations) to obtain
various distribution-related and/or administrative services for the Funds.

Under the Class A Distribution Plan, a monthly payment is made to the
Distributor in an amount computed at an annual rate of .25 percent of the
average daily net asset value of Corporate Bond, Limited Maturity Bond, U.S.
Government and Global Aggressive Bond Funds' Class A shares. The distribution
fee is charged to each Fund in proportion to the relative net assets of their
Class A shares. The distribution fees collected may be used by Corporate Bond,
Limited Maturity Bond, U.S. Government and Global Aggressive Bond Funds to
finance joint distribution activities, for example joint advertisements, and the
costs of such joint activities will be allocated between the Funds based on the
relative net assets of their Class A shares.

The Class A Distribution Plan authorizes payment by the Class A shares of
these Funds of the cost of preparing, printing and distributing prospectuses and
Statements of Additional Information to prospective investors and of
implementing and operating the Plan.

In addition, compensation to securities dealers and others is paid from
distribution fees at an annual rate of .25 percent of the average daily net
asset value of Class A shares sold by such dealers and remaining outstanding on
the Fund's books to obtain certain administrative services for the Funds' Class
A stockholders. The services include, among other things, processing new
stockholder account applications and serving as the primary source of
information to customers in answering questions concerning the Funds and their
transactions with the Funds. The Distributor is also authorized to engage in
advertising, the preparation and distribution of sales literature and other
promotional activities on behalf of Corporate Bond, Limited Maturity Bond, U.S.
Government and Global Aggressive Bond Funds.Other promotional activities which
may be financed pursuant to the Plan include (i) informational meetings
concerning these Funds for registered representatives interested in selling
shares of the Funds and (ii) bonuses or incentives offered to all or specified
dealers on the basis of sales of a specified minimum dollar amount of Class A
shares of these Funds by the registered representatives employed by such
dealer(s). The expenses associated with the foregoing activities will include
travel expenses, including lodging. Additional information may be obtained by
referring to the Funds' Statement of Additional Information.

Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds' Class A

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SECURITY FUNDS
PROSPECTUS

Distribution Plan may be terminated at any time by vote of the directors of
Income Fund, who are not interested persons of the Fund as defined in the 1940
Act or by vote of a majority of the outstanding Class A shares. In the event the
Class A Distribution Plan is terminated by the Funds' Class A stockholders or
the Board of Directors, the payments made to the Distributor pursuant to the
Plan up to that time would be retained by the Distributor. Any expenses incurred
by the Distributor in excess of those payments would be absorbed by the
Distributor.

CLASS B SHARES
- --------------

Class B shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are offered at net asset value,
without an initial sales charge. With certain exceptions, these Funds may impose
a deferred sales charge on Class B shares redeemed within five years of the date
of purchase. No deferred sales charge is imposed on amounts redeemed thereafter.
If imposed, the deferred sales charge is deducted from the redemption proceeds
otherwise payable. The deferred sales charge is retained by the Distributor.

Whether a contingent deferred sales charge is imposed and the amount of the
charge will depend on the number of years since the stockholder made a purchase
payment from which an amount is being redeemed, according to the following
schedule:

YEAR SINCE CONTINGENT DEFERRED
PURCHASE WAS MADE SALES CHARGE

First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth and following 0%

Class B shares (except shares purchased through the reinvestment of
dividends and other distributions paid with respect to Class B shares) will
automatically convert on the eighth anniversary of the date such shares were
purchased to Class A shares which are subject to a lower distribution fee. This
automatic conversion of Class B shares will take place without imposition of a
front-end sales charge or exchange fee. (Conversion of Class B shares
represented by stock certificates will require the return of the stock
certificates to the Investment Manager.) All shares purchased through
reinvestment of dividends and other distributions paid with respect to Class B
shares ("reinvestment shares") will be considered to be held in a separate
subaccount. Each time any Class B shares (other than those held in the
subaccount) convert to Class A shares, a pro rata portion of the reinvestment
shares held in the subaccount will also convert to Class A shares. Class B
shares so converted will no longer be subject to the higher expenses borne by
Class B shares. Because the net asset value per share of the Class A shares may
be higher or lower than that of the Class B shares at the time of conversion,
although the dollar value will be the same, a stockholder may receive more or
less Class A shares than the number of Class B shares converted. Under current
law, it is the Funds' opinion that such a conversion will not constitute a
taxable event under federal income tax law. In the event that this ceases to be
the case, the Board of Directors will consider what action, if any, is
appropriate and in the best interests of the Class B stockholders.

CLASS B DISTRIBUTION PLAN
- -------------------------

Each of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds bears some of the costs of selling its
Class B shares under a Distribution Plan adopted with respect to its Class B
shares ("Class B Distribution Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act"). Each Fund's Plan provides for payments at an
annual rate of 1.00 percent of the average daily net asset value of its Class B
shares. Amounts paid by the Funds are currently used to pay dealers and other
firms that make Class B shares available to their customers (1) a commission at
the time of purchase normally equal to 4.00 percent of the value of each share
sold and (2) a service fee payable for the first year, initially, and for each
year thereafter, quarterly, in an amount equal to .25 percent annually of the
average daily net asset value of Class B shares sold by such dealers and other
firms and remaining outstanding on the books of the Funds.

NASD Rules limit the aggregate amount that each of the Funds may pay
annually in distribution costs for the sale of its Class B shares to 6.25
percent of gross sales of Class B shares since the inception of the Distribution
Plan, plus interest at the prime rate plus one percent on such amount (less any

28
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SECURITY FUNDS
PROSPECTUS

contingent deferred sales charges paid by Class B stockholders to the
Distributor). The Distributor intends, but is not obligated, to continue to
apply or accrue distribution charges incurred in connection with the Class B
Distribution Plan which exceed current annual payments permitted to be received
by the Distributor from the Funds. The Distributor intends to seek full payment
of such charges from the Fund (together with annual interest thereon at the
prime rate plus one percent) at such time in the future as, and to the extent
that, payment thereof by the Funds would be within permitted limits.

Each Fund's Class B Distribution Plan may be terminated at any time by vote
of its directors who are not interested persons of the Fund as defined in the
1940 Act or by vote of a majority of the outstanding Class B shares. In the
event the Class B Distribution Plan is terminated by the Class B stockholders or
the Funds' Board of Directors, the payments made to the Distributor pursuant to
the Plan up to that time would be retained by the Distributor. Any expenses
incurred by the Distributor in excess of those payments would be absorbed by the
Distributor. The Funds make no payments in connection with the sale of their
Class B shares other than the distribution fee paid to the Distributor.

CALCULATION AND WAIVER OF
CONTINGENT DEFERRED SALES CHARGES
- ---------------------------------

Any contingent deferred sales charge imposed upon redemption of Class A
shares (purchased in an amount of $1,000,000 or more) and Class B shares is a
percentage of the lesser of (1) the net asset value of the shares redeemed or
(2) the net cost of such shares. No contingent deferred sales charge is imposed
upon redemption of amounts derived from (1) increases in the value above the net
cost of such shares due to increases in the net asset value per share of the
Fund; (2) shares acquired through reinvestment of income dividends and capital
gain distributions; or (3) Class A shares (purchased in an amount of $1,000,000
or more) held for more than one year or Class B shares held for more than five
years. Upon request for redemption, shares not subject to the contingent
deferred sales charge will be redeemed first. Thereafter, shares held the
longest will be the first to be redeemed.

The contingent deferred sales charge is waived: (1) following the death of a
stockholder if redemption is made within one year after death; (2) upon the
disability (as defined in Section 72(m)(7) of the Internal Revenue Code) of a
stockholder prior to age 65 if redemption is made within one year after the
disability, provided such disability occurred after the stockholder opened the
account; (3) in connection with required minimum distributions in the case of an
IRA, SAR-SEP or Keogh or any other retirement plan qualified under section
401(a), 401(k) or 403(b) of the Code; and (4) in the case of distributions from
retirement plans qualified under section 401(a) or 401(k) of the Internal
Revenue Code due to (i) returns of excess contributions to the plan, (ii)
retirement of a participant in the plan, (iii) a loan from the plan (repayment
of loans, however, will constitute new sales for purposes of assessing the
CDSC), (iv) "financial hardship" of a participant in the plan, as that term is
defined in Treasury Regulation section 1.401(k)-1(d)(2), as amended from time to
time, (v) termination of employment of a participant in the plan, (vi) any other
permissible withdrawal under the terms of the plan. The contingent deferred
sales charge will also be waived in the case of redemptions of Class B shares of
the Funds pursuant to a systematic withdrawal program. See "Systematic
Withdrawal Program," page 37 for details.

ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS
- -------------------------------------------

The Distributor, from time to time, will provide promotional incentives or
pay a bonus, including reallowance of up to the entire sales charge, to certain
dealers whose representatives have sold or are expected to sell significant
amounts of the Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds and/or certain other Funds managed by the
Investment Manager. Such promotional incentives will include payment for
attendance (including travel and lodging expenses) by qualifying registered
representatives (and members of their families) at sales seminars at luxury
resorts within or without the United States. The Distributor may also provide
financial assistance to dealers in connection with advertising. No compensation
will be offered to the extent it is prohibited by the laws of any state or
self-regulatory agency, such as the National Association of Securities Dealers,
Inc. ("NASD"). A Dealer to whom substantially the entire sales charge on Class A
shares is reallowed may be deemed to be an "underwriter" under federal
securities laws.

The Distributor also may pay banks and other financial

29
<PAGE>

SECURITY FUNDS
PROSPECTUS

services firms that facilitate transactions in shares of the Funds for their
clients a transaction fee up to the level of the payments made allowable to
dealers for the sale of such shares as described above. Banks currently are
prohibited under the Glass-Steagall Act from providing certain underwriting or
distribution services. If banking firms were prohibited from acting in any
capacity or providing any of the described services, the Funds' Board of
Directors would consider what action, if any, would be appropriate.

In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

The Investment Manager or Distributor also may pay a marketing allowance to
dealers who meet certain eligibility criteria. This allowance is paid with
reference to new sales of shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds in a calendar year. To
be eligible for this allowance in any given year, the dealer must sell a minimum
of $5,000,000 of such shares during that year. The marketing allowance ranges
from .15 percent to .60 percent of aggregate new sales depending upon the volume
of shares sold and the level of services provided by the Distributor to the
dealer.

CASH FUND
- ---------

Shares of Cash Fund are offered at net asset value next determined after an
order is accepted. There is no sales charge or load. The minimum initial
investment in Cash Fund is $100 for each account. Subsequent investments may be
made in any amount of $20 or more. Cash Fund purchases may be made in any of the
following ways:

1. BY MAIL

(a) A check or negotiable bank draft should be sent to:

Security Cash Fund
P.O. Box 2548
Topeka, Kansas 66601

(b) Make check or draft payable to "SECURITY CASH FUND."

2. BY WIRE

(a) Call the Fund to advise of the investment. The Fund will supply an
account number at the time of the initial investment and provide
instructions for having your bank wire federal funds.

(b) Wire federal funds to:

Bank IV of Topeka
Security Distributors, Inc.
Topeka, Kansas 66603

Include investor's name and the Cash Fund account number.

3. THROUGH BROKER/DEALERS

Investors may, if they wish, invest in Cash Fund by purchasing shares
through registered broker/dealers. Such broker/dealers who process orders on
behalf of their customers may charge a fee for their services. Investments made
directly without the assistance of a broker/dealer are without charge.

Since Cash Fund invests in money market securities which require immediate
payment in federal funds, monies received from the sales of its shares must be
monies held by a commercial bank and be on deposit at one of the Federal Reserve
Banks. A record date for each stockholder's investment is established each
business day and used to distribute the following day's dividend. If federal
funds are received prior to 2:00 p.m. (Central time) the investment will be made
on that day and the investor will receive the following day's dividend. Federal
funds received after 2:00 p.m. on any business day will not be invested until
the following business day. The Fund will not be responsible for any delays in
the wire transfer system. All checks are accepted subject to collection at full
face value in United States funds and must be drawn in United States dollars on
a United States bank.

The Investment Manager may, at its expense, pay a service fee to dealers who
satisfy certain criteria established by the Investment Manager from time to time
relating to the volume of their sales of Cash Fund during prior periods and
certain other factors, including providing certain services to their clients who
are stockholders of the Fund. Currently, service fees are paid on the aggregate
value of Cash Fund accounts opened after July 31, 1990, at the following annual
rate: .25 percent of aggregate net asset value for amounts of $1,000,000 or
more.

30
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SECURITY FUNDS
PROSPECTUS

PURCHASES AT NET ASSET VALUE

Class A shares of Corporate Bond, Limited Maturity Bond Fund, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds may be purchased at net
asset value by (1) directors, officers and employees of the Funds, the Funds'
Investment Manager or Distributor; directors, officers and employees of Security
Benefit Life Insurance Company and its subsidiaries; agents licensed with
Security Benefit Life Insurance Company; spouses or minor children of any such
agents; as well as the following relatives of any such directors, officers and
employees (and their spouses): spouses, grandparents, parents, children,
grandchildren, siblings, nieces and nephews; (2) any trust, pension, profit
sharing or other benefit plan established by any of the foregoing corporations
for persons described above; (3) retirement plans where third party
administrators of such plans have entered into certain arrangements with the
Distributor or its affiliates provided that no commission is paid to dealers;
and (4) officers, directors, partners or registered representatives (and their
spouses and minor children) of broker/dealers who have a selling agreement with
the Distributor. Such sales are made upon the written assurance of the purchaser
that the purchase is made for investment purposes and that the securities will
not be transferred or resold except through redemption or repurchase by or on
behalf of the Funds.

Life agents and associated personnel of broker/dealers must obtain a special
application from their employer or from the Distributor, in order to qualify for
such purchases.

Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds may also be purchased at net asset
value when the purchase is made on the recommendation of a (i) a registered
investment adviser, trustee or financial intermediary who has authority to make
investment decisions on behalf of the investor; or (ii) a certified financial
planner or registered broker-dealer who either charges periodic fees to its
customers for financial planning, investment advisory or asset management
services, or provides such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" is imposed. The
Distributor must be notified when a purchase is made that qualifies under this
provision.

TRADING PRACTICES AND BROKERAGE

The portfolio turnover rate for the Corporate Bond, U.S. Government and
Tax-Exempt Funds, respectively, for the fiscal year ended December 31,1994, was
as follows: Corporate Bond, Class A-204 percent, Class B-204 percent; U.S.
Government, Class A-220 percent, Class B-220 percent; and Tax-Exempt, Class A-88
percent, Class B-88 percent. The annualized portfolio turnover rate for the
Limited Maturity Bond Fund for the period January 17, 1995 (date of inception)
to June 30, 1995 and the Global Aggressive Bond Fund for the period June 1, 1995
(date of inception) to September 30, 1995, was as follows: Limited Maturity
Bond, Class A-4 percent, Class B-4 percent; and Global Aggressive Bond, Class
A-58 percent, Class B-58 percent. The Corporate Bond and Limited Maturity Bond
Funds' portfolio turnover rate generally is expected to be less than 100
percent, and that of the U.S. Government and Global Aggressive Bond Funds may
exceed 100 percent, but is not expected to do so. Higher portfolio turnover
subjects a fund to increased brokerage costs and may, in some cases, have
adverse tax effects on a fund or its stockholders.

Cash Fund is expected to have a high portfolio turnover rate due to the
short maturities of its portfolio securities; this should not, however, affect
the Fund's income or net asset value since brokerage commissions are not
normally paid in connection with the purchase or sale of money market
instruments.

Transactions in portfolio securities are effected in the manner deemed to be
in the best interests of each Fund. In selecting a broker or dealer to execute a
specific transaction, all relevant factors will be considered. Portfolio
transactions may be directed to brokers who furnish investment information or
research services to the Investment Manager or who sell shares of the Funds. The
Investment Manager may, consistent with the NASD Rules of Fair Practice,
consider sales of shares of the Fund in the selection of a broker.

Securities held by the Funds may also be held by other investment advisory
clients of the Investment Manager, including other investment companies, and by
the Investment Manager's parent company, Security Benefit Life Insurance Company
("SBL"). Purchases or sales of the same security occurring on the same day
(which may include

31
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SECURITY FUNDS
PROSPECTUS

orders from SBL) may be aggregated and executed as a single transaction.
Aggregated purchases or sales are generally effected at an average price and on
a pro rata basis in proportion to the amounts desired to be purchased or sold.
See the Funds' Statement of Additional Information for a more detailed
description of aggregated transactions.

HOW TO REDEEM SHARES

A stockholder may redeem shares at the net asset value next determined after
the time when such shares are tendered for redemption.

Shares will be redeemed on request of the stockholder in proper order to the
Funds' Investment Manager, Security Management Company, which serves as the
Funds' transfer agent. A request is made in proper order by submitting the
following items to the Investment Manager: (1) a written request for redemption
signed by all registered owners exactly as the account is registered, including
fiduciary titles, if any, and specifying the account number and the dollar
amount or number of shares to be redeemed; (2) a guarantee of all signatures on
the written request or on the share certificate or accompanying stock power; (3)
any share certificates issued for any of the shares to be redeemed; and (4) any
additional documents which may be required by the Investment Manager for
redemption by corporations or other organizations, executors, administrators,
trustees, custodians or the like. Transfers of shares are subject to the same
requirements. The signature guarantee must be provided by an eligible guarantor
institution, such as a bank, broker, credit union, national securities exchange
or savings association. A signature guarantee is not required for redemptions of
$10,000 or less, requested by and payable to all stockholders of record for an
account, to be sent to the address of record. The Investment Manager reserves
the right to reject any signature guarantee pursuant to its written procedures
which may be revised in the future. To avoid delay in redemption or transfer,
stockholders having questions should contact the Investment Manager by calling
1-800-888-2461, extension 3127.

The redemption price will be the net asset value of the shares next computed
after the redemption request in proper order is received by the Investment
Manager. In addition, stockholders of Cash Fund will receive any undistributed
dividends, including any dividend declared on the day of the redemption. Payment
of the amount due on redemption, less any applicable deferred sales charge, will
be made by check, or by wire at the sole discretion of the Investment Manager,
within seven days after receipt of the redemption request in proper order. If a
wire transfer is requested, the Investment Manager must be provided with the
name and address of the stockholder's bank as well as the account number to
which payment is to be wired. Checks will be mailed to the stockholder's
registered address (or as otherwise directed).Remittance by wire (to a
commercial bank account in the same name(s) as the shares are registered), by
certified or cashier's check, or by express mail, if requested, will be at a
charge of $15, which will be deducted from the redemption proceeds.

Cash Fund offers redemption by check and Corporate Bond, Limited Maturity
Bond, U.S. Government and Tax-Exempt Funds offer redemption by check on Class A
shares only. Global Aggressive Bond Fund does not offer checkwriting privileges.
If blank checks are requested on the Checking Privilege Request Form, the Fund
will make a supply available. Such checks for Corporate Bond, Limited Maturity
Bond, U.S. Government and Tax-Exempt Funds may be drawn payable to the order of
any payee (not to cash) in any amount of $250 or more, if the account value is
$1,000 or more. Such checks for Cash Fund may be drawn in any amount of $100 or
more. When a check is presented to the Fund for payment, it will redeem
sufficient full and fractional shares to cover the check. Such shares will be
redeemed at the price next calculated following receipt of any check which does
not exceed the value of the account. The price of Fund shares fluctuates from
day-to-day and the price at the time of redemption, by check or otherwise, may
be less than the amount invested. Redemption by check is not available if any
shares are held in certificate form or if shares being redeemed have not been on
the Fund's books for at least 15 days. The availability of checkwriting
privileges may encourage multiple redemptions on an account. Whenever multiple
redemptions occur, the difficulty of monitoring the shareholder's cost basis in
his or her investment increases.

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PROSPECTUS

In addition to the foregoing redemption procedure, the Funds repurchase
shares from broker/dealers at the price determined as of the close of business
on the day such offer is confirmed. Dealers may charge a commission on the
repurchase of shares.

At various times, requests may be made to redeem shares for which good
payment has not yet been received. Accordingly, payment of redemption proceeds
may be delayed until such time as good payment has been collected for the
purchase of the shares in question, which may take up to 15 days from the
purchase date.

Requests may also be made to redeem shares in an account for which the
stockholder's tax identification number has not been provided. To the extent
permitted by law, the redemption proceeds from such an account will be reduced
by $50 to reimburse for the penalty imposed by the Internal Revenue Service for
failure to report the tax identification number.

TELEPHONE REDEMPTIONS
- ---------------------

Stockholders may redeem uncertificated shares in amounts up to $10,000 by
telephone request, provided that the stockholder has completed the Telephone
Redemption section of the application or a Telephone Redemption form which may
be obtained from the Investment Manager. The proceeds of a telephone redemption
will be sent to the stockholder at his or her address as set forth in the
application or in a subsequent written authorization with a signature guarantee.
Once authorization has been received by the Investment Manager, a stockholder
may redeem shares by calling the Funds at (800) 888-2461, extension 3127, on
weekdays (except holidays) between the hours of 8:00 a.m. and 5:00 p.m. Central
time. Redemption requests received by telephone after the close of the New York
Stock Exchange (normally 3 p.m. Central time) will be treated as if received on
the next business day. A stockholder who authorizes telephone redemptions
authorizes the Investment Manager to act upon the instructions of any person
identifying themselves as the owner of an account or the owner's broker. The
Investment Manager has established procedures to confirm that instructions
communicated by telephone are genuine and will be liable for any losses due to
fraudulent or unauthorized instructions if it fails to comply with its
procedures. The Investment Manager's procedures require that any person
requesting a telephone redemption provide the account registration and number
and the owner's tax identification number, and such instructions must be
received on a recorded line. Neither the Fund, the Investment Manager, nor the
Distributor shall be liable for any loss, liability, cost or expense arising out
of any redemption request, provided the Investment Manager complied with its
procedures. Thus, a stockholder who authorizes telephone redemptions may bear
the risk of loss from a fraudulent or unauthorized request. The telephone
redemption privilege may be changed or discontinued at any time by the
Investment Manager or the Funds.

During periods of severe market or economic conditions, telephone
redemptions may be difficult to implement and stockholders should make
redemptions by mail as described in "How to Redeem Shares" on page 31.

DIVIDENDS AND TAXES

It is the policy of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds to pay dividends from net investment
income monthly and to distribute realized capital gains (if any) in excess of
any capital losses and capital loss carryovers, at least once a year. Because
Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds bear most of the costs of distribution of
such shares through payment of a front-end sales charge, while Class B shares of
these Funds bear such costs through a higher distribution fee, expenses
attributable to Class B shares, generally, will be higher and as a result,
income distributions paid by these Funds with respect to Class B shares
generally will be lower than those paid with respect to Class A shares. Any such
dividend payment or capital gains distribution will result in a decrease of the
net asset value of the shares in an amount equal to the payment or distribution.
All dividends and distributions are automatically reinvested on the payable date
in shares of the Funds at net asset value as of the record date (reduced by an
amount equal to the amount of the dividend or distribution) unless the
Investment Manager is previously notified in writing by the stockholder that
such dividends or distributions are to be received in cash. A

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SECURITY FUNDS
PROSPECTUS

stockholder may also request that such dividends or distributions be directly
deposited to the stockholder's bank account. Dividends or distributions paid
with respect to Class A shares and received in cash may, within 30 days of the
payment date, be reinvested without a sales charge.

Each of Corporate Bond, Limited Maturity Bond, U.S. Government and Global
Aggressive Bond Funds (series of Income Fund), is to be treated separately in
determining the amounts of income and capital gains distributions. For this
purpose, each series will reflect only the income and gains, net of losses, of
that series.

Certain requirements relating to the qualification of a Fund as a regulated
investment company may limit the extent to which a Fund will be able to engage
in certain investment practices, including transactions in options, futures
contracts, forwards, swaps and other types of derivative securities
transactions. In addition, if a Fund were unable to dispose of portfolio
securities due to settlement problems relating to foreign investments or due to
the holding of illiquid securities, the Fund's ability to qualify as a regulated
investment company might be affected.

Cash Fund's policy is to declare daily dividends of all of its net income
each day the Fund is open for business, increased or decreased by any realized
capital gains or losses. Such dividends are automatically credited to
stockholder accounts. Unless stockholders elect to receive cash, they will
receive such dividends in additional shares on the last business day of each
month at the net asset value on that date. If cash payment of dividends is
desired, investors may so indicate in the appropriate section of the Cash Fund
application and checks will be mailed within five business days after the
beginning of the month. Confirmation of Cash Fund dividends will be sent
quarterly, and confirmations of purchases and redemptions will be sent monthly.
The amount of dividends may fluctuate from day to day. If on any day net
realized or unrealized losses on portfolio securities exceed Cash Fund's income
for that day and results in a decline of net asset value per share below $1.00,
the dividend for that day will be omitted until the net asset value per share
subsequently returns to $1.00 per share.

The Funds will not pay dividends or distributions of less than $25 in cash
but will automatically reinvest them.

Each of the Funds intends to qualify as a "regulated investment company"
under the Internal Revenue Code. Such qualification generally removes the
liability for federal income taxes from the Fund, and makes federal income tax
upon income and capital gains generated by a Fund's investments, the sole
responsibility of its stockholders provided the Fund continues to so qualify and
distributes all of its net investment income and net realized capital gain to
its stockholders. Furthermore, the Funds generally will not be subject to excise
taxes imposed on certain regulated investment companies provided that each Fund
distributes 98 percent of its ordinary income and 98 percent of its net capital
gain income each year.

Tax-Exempt Fund intends to qualify to pay "exempt interest dividends" to its
stockholders. Tax-Exempt Fund will be so qualified if, at the close of each
quarter of its taxable year, at least 50 percent of the value of its total
assets consists of securities on which the interest payments are exempt from
federal tax. To the extent that Tax-Exempt Fund's dividends distributed to
stockholders are derived from earnings on interest income exempt from federal
tax and are designated as "exempt-interest dividends" by the Fund, they will be
excludable from a stockholder's gross income for federal income tax purposes.
The Fund will inform stockholders annually as to the portion of that year's
distributions from the Fund which constituted "exempt-interest dividends."

To the extent that Tax-Exempt Fund's dividends are derived from interest on
its temporary taxable investments or from an excess of net short-term capital
gain over net long-term capital loss, they are considered taxable ordinary
income for federal income tax purposes. Such dividends do not qualify for the
dividends-received deduction for corporations. Distributions by Tax-Exempt Fund,
if any, of net long-term capital gains in excess of net short-term capital
losses from the sale of securities are taxable to stockholders as long-term
capital gain regardless of the length of time the stockholder has owned Fund
shares. Furthermore, a loss realized by a stockholder on the redemption, sale or
exchange of shares of Tax-Exempt Fund with respect to which exempt-interest
dividends have been paid will be disallowed to the extent of the amount of such
exempt-interest dividends if such shares have been held by the stockholder for
six months or less.

34
<PAGE>

SECURITY FUNDS
PROSPECTUS

Distributions of net investment income and realized net short-term capital
gain by Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Cash Funds are taxable to stockholders as ordinary income
whether received in cash or reinvested in additional shares. Distributions
(designated by Corporate Bond, Limited Maturity Bond, U.S. Government and Global
Aggressive Bond Funds as "capital gain dividends") of the excess, if any, of net
long-term capital gains over net short-term capital losses are taxable to
stockholders as long-term capital gain regardless of how long a stockholder has
held the Fund's shares and regardless of whether received in cash or reinvested
in additional shares. Since Cash Fund normally will not invest in securities
having a maturity of more than one year, it should not realize any long-term
capital gains or losses.

At December 31, 1994, Corporate Bond, U.S. Government and Tax-Exempt Funds,
respectively, had accumulated net realized losses on sales of investments in the
following amounts:$13,842,177, $1,184,124 and $1,836,112.

Certain dividends declared in October, November or December of a calendar
year are taxable to stockholders as though received on December 31 of that year
if paid to stockholders during January of the following calendar year.

Advice as to each year's taxable dividends and distributions, if applicable,
will be mailed on or before January 31 of the following year. Stockholders
should consult their tax adviser to determine the effect of federal, state and
local tax consequences to them from an investment in the Funds.

The Funds are required by law to withhold 31 percent of taxable dividends
and distributions (including redemption proceeds) to stockholders who do not
furnish their correct taxpayer identification numbers, or are otherwise subject
to the backup withholding provisions of the Internal Revenue Code.

FOREIGN TAXES
- -------------

Investment income and gains received from sources within foreign countries
may be subject to foreign income and other taxes. In this regard, withholding
tax rates in countries with which the United States does not have a tax treaty
are often as high as 30 percent or more. The United States has entered into tax
treaties with many foreign countries which entitle certain investors to a
reduced tax rate (generally ten to fifteen percent) or to exemptions from tax.
If applicable, the Funds will operate so as to qualify for such reduced tax
rates or tax exemptions whenever possible. While stockholders of the Funds will
indirectly bear the cost of any foreign tax withholding, they will not be able
to claim foreign tax credit or deduction for taxes paid by the Funds.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Fund is determined as of the close of
regular trading hours on the New York Stock Exchange (normally 3 p.m. Central
time) on each day that the Exchange is open for trading. The determination is
made by dividing the value of the portfolio securities of each Fund plus any
cash or other assets, less all liabilities, by the number of shares outstanding
of the Fund.

Securities which are listed or traded on a national securities exchange are
valued at the last sale price or, if there has been no sale that day, at the
mean between the bid and the asked prices. If a mean cannot be determined, then
the securities are valued at the best available current bid price. All other
securities for which market quotations are readily available are valued on the
basis of the last current bid price. If there is no bid price or if the bid
price is deemed to be unsatisfactory by the Board of Directors or by the
Investment Manager, then the securities are valued in good faith by such method
as the Board of Directors determines will reflect the fair market value.

Valuations of Tax-Exempt Fund's municipal securities are supplied by a
pricing service approved by the Board of Directors. Valuations furnished by the
pricing service are based upon appraisals from recognized municipal securities
dealers derived from information concerning market transactions and quotations.
Securities for which market quotations are not readily available (which are
expected to constitute the majority of Tax-Exempt Fund's portfolio securities)
are valued by the pricing service considering such factors as yields or prices
of municipal bonds of comparable quality, type of issue, coupon, maturity and
rating, indications as to value from dealers, and general

35
<PAGE>

SECURITY FUNDS
PROSPECTUS

market conditions. The Fund's officers, under the general supervision of its
Board of Directors, will regularly review procedures used by, and valuations
provided by, the pricing service.

U.S. Government Fund values U.S. Government securities at market value, if
available. If market quotations are not available, the Fund will value
securities, other than securities with 60 days or less to maturity as discussed
below, at fair prices based on market quotations for securities of similar type,
yield, quality and duration.

The securities held by Cash Fund are valued on the basis of the amortized
cost valuation technique which does not take into account unrealized gains or
losses. The amortized cost valuation technique involves valuing an instrument at
its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument. A similar procedure may be used for valuing
securities held by the U.S. Government and Tax-Exempt Funds having 60 days or
less remaining to maturity, with the value of the security on the 61st day being
used rather than cost.

Because the expenses of distribution are borne by Class A shares of
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond
and Tax-Exempt Funds through a front-end sales charge and by Class B shares of
such Funds through an ongoing distribution fee, the expenses attributable to
each class of shares will differ, resulting in different net asset values. The
net asset value of Class B shares will generally be lower than the net asset
value of Class A shares as a result of the distribution fee charged to Class B
shares. It is expected, however, that the net asset value per share will tend to
converge immediately after the payment of dividends which will differ in amount
for Class A and B shares by approximately the amount of the different
distribution expenses attributable to Class A and B shares.

PERFORMANCE

The Funds may, from time to time, include performance data in advertisements
or reports to stockholders or prospective investors. Such performance data may
include quotations of "yield" for each of the Funds, "effective yield" for Cash
Fund, "taxable-equivalent yield" for Tax-Exempt Fund and "average annual total
return" and "aggregate total return" for Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond and Tax-Exempt Funds.

For Cash Fund, yield is calculated by measuring the income generated by a
hypothetical investment in the Fund over a seven-day period. This income is then
annualized by assuming that the amount of income generated over the seven-day
period is generated each week over a 52-week period and is shown as a percentage
of the investment.

Cash Fund's effective yield will be calculated similarly but, when
annualized, income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

With respect to Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds, yield is based on the investment
income per share earned during a particular 30-day period (including dividends
and interest), less expenses accrued during the period ("net investment
income"), and will be computed by dividing net investment income per share by
the maximum public offering price per share on the last day of the period.

Tax-Exempt Fund's taxable-equivalent yield begins with that portion of the
Fund's yield which is tax-exempt (determined using the same general formula used
to calculate yield), which is then adjusted by an amount necessary to give the
taxable yield equivalent to the tax-exempt yield at a stated income tax rate,
and added to that portion of the Fund's yield, if any, which is not tax-exempt.

Average annual total return will be expressed in terms of the average annual
compounded rate of return of a hypothetical investment in Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond or Tax-Exempt
Fund over periods of 1, 5 and 10 years (up to the life of the Fund). Such
average annual total return figures will reflect the deduction of the maximum
sales charge and a proportional share of Fund expenses on an annual basis, and
will assume that all dividends and distributions are reinvested when paid.

Aggregate total return will be calculated for any specified period by
assuming a hypothetical investment in Corporate Bond, Limited Maturity Bond,
U.S. Government, Global Aggressive Bond or Tax-Exempt Fund on the date of the

36
<PAGE>

SECURITY FUNDS
PROSPECTUS

commencement of the period and assuming that all dividends and distributions are
reinvested when paid. The net increase or decrease in the value of the
investment over the period will be divided by its beginning value to arrive at
aggregate total return.

In addition, total return may also be calculated for several consecutive
one-year periods, expressing the total return as a percentage increase or
decrease in the value of the investment for each year relative to the ending
value for the previous year. Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds may from time to time
quote total return that does not reflect deduction of any applicable sales
charge, which charges, if reflected, would reduce the total return quoted.

Quotations of performance reflect only the performance of a hypothetical
investment in a Fund during the particular time period on which the calculations
are based. Such quotations for the Funds will vary based on changes in market
conditions and the level of the Fund's expenses, and no reported performance
figure should be considered an indication of performance which may be expected
in the future.

In connection with communicating performance to current or prospective
stockholders, the Funds also may compare these figures to the performance of
other mutual funds tracked by mutual fund rating services or other unmanaged
indexes which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs and expenses. Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt
Funds will include performance data for both Class A and Class B shares of the
Funds in any advertisement or report including performance data of the Fund.

For a more detailed description of the methods used to calculate
performance, see the Funds' Statement of Additional Information.

STOCKHOLDER SERVICES

ACCUMULATION PLAN
- -----------------

An investor in Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond or Tax-Exempt Fund may choose to begin a voluntary
Accumulation Plan. This allows for an initial investment of $100 minimum and
subsequent investments of $20 minimum at any time. An Accumulation Plan involves
no obligation to make periodic investments and is terminable at will.

Payments are made by sending a check to the Distributor who (acting as an
agent for the dealer) will purchase whole and fractional Fund shares as of the
close of business on such day as the payment is received. The investor will
receive a confirmation and statement after each investment. Investors may choose
to use "Secur-O-Matic" (automatic bank draft) to make their Fund purchases.
There is no additional charge for choosing to use Secur-O-Matic. An application
may be obtained by writing Security Distributors, Inc., 700 SW Harrison Street,
Topeka, Kansas 66636-0001 or by calling (913) 295-3127 or (800) 888-2461,
extension 3127.

SYSTEMATIC WITHDRAWAL PROGRAM
- -----------------------------

Stockholders who wish to receive regular payments of $25 or more may
establish a Systematic Withdrawal Program. Liquidation in this manner will only
be allowed if shares with a current offering price of $5,000 or more are
deposited with the Investment Manager, which will act as agent for the
stockholder under the program. Payments are available on a monthly, quarterly,
semiannual or annual basis. Shares are liquidated at net asset value. The
stockholder will receive a confirmation following each transaction. The program
may be terminated on written notice, or it will terminate automatically if all
shares are liquidated or withdrawn from the account.

A stockholder may establish a Systematic Withdrawal Program with respect to
Class B shares without the imposition of any applicable contingent deferred
sales charge, provided that such withdrawals do not in any 12-month period,
beginning on the date the Program is established, exceed 10 percent of the value
of the account on that date ("Free Systematic Withdrawals"). Free Systematic
Withdrawals are not available if a Program established with respect to Class B
shares provides for withdrawals in excess of 10 percent of the value of the
account in any Program year and, as a result, all withdrawals under such a
Program would be subject to any applicable contingent deferred sales charge.
Free Systematic Withdrawals will be made first by redeeming those shares that
are not subject to the contingent deferred sales charge and then by redeeming
shares held the longest. The contingent deferred sales charge applicable to a
redemption

37
<PAGE>

SECURITY FUNDS
PROSPECTUS

of Class B shares requested while Free Systematic Withdrawals are being made
will be calculated as described under "Calculation and Waiver of Contingent
Deferred Sales Charges," page 29. A Systematic Withdrawal form may be obtained
from the Funds.

EXCHANGE PRIVILEGE
- ------------------

Stockholders who own shares of the Funds may exchange those shares for
shares of another of the Funds, Security Growth and Income, Equity or Ultra
Funds. Exchanges may be made only in those states where shares of the fund into
which an exchange is to be made are qualified for sale. No service fee is
presently imposed on such an exchange. Class A and Class B shares of the Funds
may be exchanged for Class A and Class B shares, respectively, of another fund
or for shares of Cash Fund, which offers a single class of shares. Any
applicable contingent deferred sales charge will be calculated from the date of
the initial purchase without regard to the time shares were held in Cash Fund.

For tax purposes, an exchange is a sale of shares which may result in a
taxable gain or loss. Special rules may apply to determine the amount of gain or
loss on an exchange occurring within ninety days after the exchanged shares were
acquired.

Exchanges of Class A shares from Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds are made at net asset
value without a front-end sales charge if (1) the shares have been owned for not
less than 90 consecutive days prior to the exchange, (2) the shares were
acquired pursuant to a prior exchange from a Security Fund which assessed a
sales charge on the original purchase, or (3) the shares were acquired as a
result of the reinvestment of dividends or capital gains distributions.
Exchanges of Class A shares from Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds, other than those
described above, are made at net asset value plus the sales charge described in
the prospectus of the other Security Fund being acquired, less the sales charge
paid on the shares of these Funds at the time of original purchase.

Because Cash Fund does not impose a sales charge or commission in connection
with sales of its shares, any exchange of Cash Fund shares acquired through
direct purchase or reinvestment of dividends will be based on the respective net
asset values of the shares involved and a sales charge will be imposed equal to
the sales charge that would be charged such stockholder if he or she were
purchasing for cash.

Stockholders should contact the Fund before requesting an exchange in order
to ascertain whether any sales charges are applicable to the shares to be
exchanged. In effecting the exchanges of Fund shares, the Investment Manager
will first cause to be exchanged those shares which would not be subject to any
sales charges.

Exchanges are made upon receipt of a properly completed Exchange
Authorization form. This privilege may be changed or discontinued at any time at
the discretion of the management of the Funds upon 60 days' notice to
stockholders. A current prospectus of the fund into which an exchange is made
will be given to each stockholder exercising this privilege.

EXCHANGE BY TELEPHONE
- ---------------------

To exchange shares by telephone, a stockholder must hold shares in
non-certificate form and must either have completed the Telephone Exchange
section of the application or a Telephone Transfer Authorization form which may
be obtained from the Investment Manager. Once authorization has been received by
the Investment Manager, a stockholder may exchange shares by telephone by
calling the Funds at (800) 888-2461, extension 3127, on weekdays (except
holidays) between the hours of 8:00 a.m. and 5:00 p.m. Central time. Exchange
requests received by telephone after the close of the New York Stock Exchange
(normally 3 p.m. Central time) will be treated as if received on the next
business day.

A stockholder who authorizes telephone exchanges authorizes the Investment
Manager to act upon the instructions of any person by telephone to exchange
shares between any identically registered accounts with the Funds listed above.
The Investment Manager has established procedures to confirm that instructions
communicated by telephone are genuine and will be liable for any losses due to
fraudulent or unauthorized instructions if it fails to comply with its
procedures. The Investment Manager's procedures require that any person
requesting an exchange by telephone provide the account registration and number
and the owner's tax identification number and such instructions must be received
on a recorded line. Neither the Fund, the Investment Manager nor the Distributor
will be liable for any loss, liability, cost or expense arising out of any
request, including any fraudulent request, provided the Investment Manager
complied with its procedures. Thus, a stockholder who authorizes telephone
exchanges may bear the risk of loss from a fraudulent or unauthorized request.

In periods of severe market or economic conditions, the

38
<PAGE>

SECURITY FUNDS
PROSPECTUS

telephone exchange of shares may be difficult to implement and stockholders
should make exchanges by writing to Security Distributors, Inc., 700 Harrison
Street, Topeka, Kansas 66636-0001. The telephone exchange privilege may be
changed or discontinued at any time at the discretion of the management of the
Funds.

RETIREMENT PLANS
- ----------------

The Funds have available tax-qualified retirement plans for individuals,
prototype plans for the self-employed, pension and profit sharing plans for
corporations and custodial accounts for employees of public school systems and
organizations meeting the requirements of Section 501(c)(3) of the Internal
Revenue Code. Further information concerning these plans is contained in the
Funds' Statement of Additional Information.

GENERAL INFORMATION

ORGANIZATION
- ------------

The Articles of Incorporation of Income and Tax-Exempt Funds provide for the
issuance of shares of common stock in one or more classes or series, and the
Articles of Incorporation of Cash Fund provide for the issuance of common stock
in one or more series.

Income Fund has authorized capital stock of 1,000,000,000 shares of $1.00
par value. Its shares are currently issued in four series, Corporate Bond Fund,
Limited Maturity Bond Fund, Global Aggressive Bond Fund, and U.S. Government
Fund, each of which has authority to issue such shares as follows: Corporate
Bond Fund-400,000,000 shares, Limited Maturity Bond Fund-200,000,000 shares,
U.S. Government Fund-200,000,000 shares and Global Aggressive Bond
Fund-200,000,000 shares. The shares of each series represent a pro rata
beneficial interest in that series' net assets and in the earnings and profits
or losses derived from the investment of such assets.

Tax-Exempt and Cash Funds have authorized capital stock of 1,000,000,000
shares and 5,000,000,000 shares, respectively, of $0.10 par value per share.

Each of the Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds currently issues two classes of shares
which participate proportionately based on their relative net asset values in
dividends and distributions and have equal voting, liquidation and other rights
except that (i) expenses related to the distribution of each class of shares or
other expenses that the Board of Directors may designate as class expenses from
time to time, are borne solely by each class; (ii) each class of shares has
exclusive voting rights with respect to any Distribution Plan adopted for that
class; (iii) each class has different exchange privileges; and (iv) each class
has a different designation.

When issued and paid for, each Fund's shares will be fully paid and
nonassessable by the Funds. Shares may be exchanged as described above under
"Exchange Privilege," but will have no other preference, conversion, exchange or
preemptive rights. Shares are transferable, redeemable and assignable and
have cumulative voting privileges for the election of directors.

On certain matters, such as the election of directors, all shares of each
series of Income Fund vote together, with each share having one vote. On other
matters affecting a particular series, such as the Investment Advisory Contract
or the fundamental investment policies, only shares of that series are entitled
to vote, and a majority vote of the shares of that series is required for
approval of the proposal.

The Funds do not generally hold annual meetings of stockholders and will do
so only when required by law. Stockholders may remove directors from office by
votes cast in person or by proxy at a meeting of stockholders. Such a meeting
will be called at the written request of the holders of 10% of a Fund's
outstanding shares.

Although each Fund offers only its own shares, it is possible one Fund might
become liable for any misstatement, inaccuracy or incomplete disclosure in this
prospectus relating to another of the Funds. The Board of Directors of the Funds
has considered this risk and has approved the use of a combined prospectus.

STOCKHOLDER INQUIRIES
- ---------------------

Stockholders who have questions concerning their account or wish to obtain
additional information may write to the Security Funds at 700 SW Harrison,
Topeka, Kansas 66636-0001, or call (913) 295-3127 or 1-800-888-2461, extension
3127.

39
<PAGE>

SECURITY FUNDS APPENDIX A
PROSPECTUS

APPENDIX A
DESCRIPTION OF SHORT-TERM INSTRUMENTS

The types of instruments that will form the major part of Cash Fund's
investments are described below:

U.S. GOVERNMENT SECURITIES. Federal agency securities are debt obligations
which principally result from lending programs of the U.S. Government. Housing
and agriculture have traditionally been the principal beneficiaries of federal
credit programs, and agencies involved in providing credit to agriculture and
housing account for the bulk of the outstanding agency securities.

Some U.S. Government securities, such as Treasury bills and bonds, are
supported by the full faith and credit of the U.S. Treasury; others are
supported by the right of the issuer to borrow from the Treasury; others, such
as those of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality.

U.S. Treasury bills are issued with maturities of any period up to one year.
Three-month bills are currently offered by the Treasury on a 13-week cycle and
are auctioned each week by the Treasury. Bills are issued in bearer form only
and are sold only on a discount basis, and the difference between the purchase
price and the maturity value (or the resale price if they are sold before
maturity) constitutes the interest income for the investor.

CERTIFICATES OF DEPOSIT. A certificate of deposit is a negotiable receipt
issued by a bank or savings and loan association in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited plus interest to the bearer
of the receipt on the date specified on the certificate.

COMMERCIAL PAPER. Commercial paper is generally defined as unsecured
short-term notes issued in bearer form by large well-known corporations and
finance companies. Maturities on commercial paper range from a few days to nine
months. Commercial paper is also sold on a discount basis.

BANKER'S ACCEPTANCES. A banker's acceptance generally arises from a
short-term credit arrangement designed to enable businesses to obtain funds to
finance commercial transactions. Generally, an acceptance is a time draft drawn
on a bank by an exporter or an importer to obtain a stated amount of funds to
pay for specific merchandise. The draft is then "accepted" by a bank that, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

A Prime rating is the highest commercial paper rating assigned by Moody's
Investors Service, Inc. ("Moody's"). Issuers rated Prime are further referred to
by use of numbers 1, 2 and 3 to denote relative strength within this highest
classification. Among the factors considered by Moody's in assigning ratings are
the following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations.

Commercial paper rated "A" by Standard & Poor's Corporation ("S&P") has the
highest rating and is regarded as having the greatest capacity for timely
payment. Commercial paper rated A-1 by S&P has the following characteristics:
(1) liquidity ratios are adequate to meet cash requirements; (2) long-term
senior debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1, A-2 or A-3.

40
<PAGE>

SECURITY FUNDS APPENDIX A
PROSPECTUS (CONTINUED)

DESCRIPTION OF CORPORATE BOND RATINGS
MOODY'S INVESTORS SERVICE, INC.

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other market
shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

NOTE: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B. The modifier 1 indicates that the security
ranks in the higher end of its generic rating category. The modifier 2 indicates
a mid-range ranking, and modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.

STANDARD & POOR'S CORPORATION

AAA--Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is extremely
strong.

AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

A--Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.

BB, B, CCC, CC--Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of obligations. BB indicates
the lowest degree of speculation and CC the

41
<PAGE>

SECURITY FUNDS APPENDIX A
PROSPECTUS (CONTINUED)

highest degree of speculation. While such bonds will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

C--The rating C is reserved for income bonds in which no interest is being
paid.

D--Debt rated D is in default and payment of interest and/or repayment of
principal is in arrears.

NOTE: Standard & Poor's ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
categories.

APPENDIX B

DESCRIPTION OF MUNICIPAL BOND RATINGS

The following are summaries of the ratings used by Moody's and Standard &
Poor's applicable to permitted investments of Tax-Exempt Fund:

MOODY'S INVESTORS SERVICE, INC.*

Aaa--Municipal bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa--Municipal bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A--Municipal bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

NOTE: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond ratings. Although
Industrial Revenue Bonds and Environmental Control Revenue Bonds are tax-exempt
issues, they are included in the corporate bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category. The modifier 2 indicates a mid-range ranking, and modifier 3 indicates
that the issue ranks in the lower end of its generic rating category. Moody's
does not apply numerical modifiers other than Aa1, A1 and Baa1 in its municipal
bond rating system, which offer the maximum security within the Aa, A and Baa
groups, respectively.

STANDARD & POOR'S CORPORATION**

AAA--Municipal bonds rated AAA are highest grade obligations. They possess
the ultimate degree of protection as to principal and interest.

AA--Municipal bonds rated AA also qualify as high grade obligations, and in
the majority of instances differ from AAA issues only in small degree.

A--Municipal bonds rated A are regarded as upper medium grade. They have
considerable investment strength but are not entirely free from adverse effects
of changes in economic and trade conditions. Interest and principal are regarded
as safe.

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

NOTE: Standard & Poor's ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
categories.

42
<PAGE>

SECURITY FUNDS APPENDIX B
PROSPECTUS

RATINGS OF SHORT-TERM SECURITIES

MOODY'S INVESTORS SERVICE

The following ratings apply to short-term municipal notes and loans:

MIG 1--Loans bearing this designation are of the best quality, enjoying
strong protection from established cash flows for their servicing or from
established and broadbased access to the market for refinancing, or both.

MIG 2--Loans bearing this designation are of high quality with margins of
protection ample although not so large as in the preceding group.

The following ratings apply to both commercial paper and municipal paper:

PRIME-1: Issuers receiving this rating have a superior capacity for
repayment of short-term promissory obligations.

PRIME-2: Issuers receiving this rating have a strong capacity for repayment
of short-term promissory obligations.

STANDARD & POOR'S CORPORATION

The following ratings apply to short-term municipal notes:

AAA: This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to repay principal and pay interest.

AA: Notes rated AA have a very strong capacity to repay principal and pay
interest and differ from AAA issues only in small degree.

The following ratings apply both to commercial paper and municipal paper:

A-1: This designation indicates that the degree of safety regarding timely
payment is very strong.

A-2: Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as overwhelming as for issues
designated A-1.

* Moody's Investors Service, Inc. rates bonds of issuers which have $600,000 or
more of debt, except bonds of educational institutions, projects under
construction, enterprises without established earnings records and situations
where current financial data is unavailable.

** Standard & Poor's Corporation rates all governmental bodies having $1,000,000
or more of debt outstanding unless adequate information is not available.

43
<PAGE>

SECURITY FUNDS APPENDIX C
PROSPECTUS

REDUCED SALES CHARGES

CLASS A SHARES
- --------------

Initial sales charges may be reduced or eliminated for persons or
organizations purchasing Class A shares of the Corporate Bond, Limited Maturity
Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt Funds alone or in
combination with Class A shares of certain other Security Funds.

For purposes of qualifying for reduced sales charges on purchases made
pursuant to Rights of Accumulation or a Statement of Intention (also referred to
as a "Letter of Intent"), the term "Purchaser" includes the following persons:
an individual; an individual, his or her spouse and children under the age of
21; a trustee or other fiduciary of a single trust estate or single fiduciary
account established for their benefit; an organization exempt from federal
income tax under Section 501(c)(3) or (13) of the Internal Revenue Code; or a
pension, profit-sharing or other employee benefit plan whether or not qualified
under Section 401 of the Internal Revenue Code.

RIGHTS OF ACCUMULATION
- ----------------------

To reduce sales charges on purchases of Class A shares of Corporate Bond,
Limited Maturity Bond, U.S.Government, Global Aggressive Bond or Tax-Exempt
Fund, a Purchaser may combine all previous purchases of the Fund with a
contemplated current purchase and receive the reduced applicable front end sales
charge. The Distributor must be notified when a sale takes place which might
qualify for the reduced charge on the basis of previous purchases.

Rights of accumulation also apply to purchases representing a combination of
the Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond, Tax-Exempt, Growth and Income, Equity or Ultra Fund in
those states where shares of the Fund being purchased are qualified for sale.

STATEMENT OF INTENTION
- ----------------------

A Purchaser of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond or Tax-Exempt Fund may choose to sign a Statement of
Intention within 90 days after the first purchase to be included thereunder,
which will cover future purchases of Class A shares of those Funds, Security
Equity, Growth and Income or Ultra Fund. The amount of these future purchases
shall be specified and must be made within a 13-month period (or 36-month period
for purchases of $1 million or more) to become eligible for the reduced
front-end sales charge applicable to the actual amount purchased under the
statement. Five percent (5%) of the amount specified in the Statement of
Intention will be held in escrow shares until the Statement is completed or
terminated. These shares may be redeemed by the Fund if the Purchaser is
required to pay additional sales charges. Any dividends paid by the Fund will be
payable with respect to escrow shares. The Purchaser bears the risk that the
escrow shares may decrease in value.

A Statement of Intention may be revised during the 13-month period.
Additional shares received from reinvestment of income dividends and capital
gains distributions are included in the total amount used to determine reduced
sales charges.

REINSTATEMENT PRIVILEGE
- -----------------------

Stockholders who redeem their Class A shares of Corporate Bond, Limited
Maturity Bond, U.S. Government, Global Aggressive Bond or Tax-Exempt Fund have a
one-time privilege (1) to reinstate their accounts by purchasing shares without
a sales charge up to the dollar amount of the redemption proceeds; or (2) to the
extent the redeemed shares would have been eligible for the exchange privilege,
to purchase shares of another of the Funds, Security Growth and Income, Equity,
or Ultra Fund, without a sales charge up to the dollar amount of the redemption
proceeds. To exercise this privilege, a stockholder must provide written notice
and the amount to be reinvested to the Fund within 30 days after the redemption
request.

The reinstatement or exchange will be made at the net asset value next
determined after the reinvestment is received by the Fund.

44
<PAGE>

SECURITY FUNDS
SECURITY CASH FUND APPLICATION

For IRA/KEOGH/Corporate Plans, complete this Application along with other plan
documents.
MAIL APPLICATION TO: Security Cash Fund, P.O. Box 2548, Topeka, KS 66601
- --------------------------------------------------------------------------------
INITIAL INVESTMENT
(CHECK ONE BOX)
[ ] Enclosed is my check for $ made payable to Security Cash Fund.
--------------
[ ] On I/we wired $ through
--------------- --------------- ---------------------
Date Name of Bank

MINIMUM
$100
for Fund account number
- ----------------------------- -------------------------
City State

SUBSEQUENT
INVESTMENTS OF $20
CAN BE MADE
AT ANY TIME

When investing by wire, call the Fund to advise of the investment. The Fund will
supply a control number for initial investment. Wire federal funds to Bank IV of
Topeka, Trust Department, Topeka, Kansas.
Attn:
----------------------------------------------------------
(Include investor's name and account number)
- --------------------------------------------------------------------------------
DIVIDENDS
(CHECK ONE BOX)
[ ] Reinvest automatically all daily dividends and other distributions.
[ ] Cash payment of all dividends each month and send proceeds to investor.
- --------------------------------------------------------------------------------
CHECKING
ACCOUNT PRIVILEGE
[ ] Please send a supply of checks permitting me/us to redeem shares in this
account by writing checks for $100 or more made payable to any person.
COMPLETE SIGNATURE CARD ON REVERSE SIDE. Allow three weeks for delivery of
check supply.
- --------------------------------------------------------------------------------
SPECIAL
OPTIONS
(CHECK APPLICABLE BOXES)
[ ] Telephone
Exchange
[ ] Telephone
Redemption
By checking the applicable boxes and signing this Application, Applicant
authorizes the Investment Manager to honor any telephone request for the
exchange and/or redemption of Fund shares (maximum telephone redemption is
$10,000), subject to the terms of the Fund's prospectus. The Investment Manager
has established reasonable procedures to confirm that instructions communicated
by telephone are genuine and may be liable for any losses due to fraudulent or
unauthorized instructions if it fails to comply with its procedures. The
procedures require that any person requesting a telephone redemption or exchange
provide the account registration and number and owner's tax identification
number and such request must be received on a recorded line.

THE AUTHORIZATION ON REVERSE SIDE FOR CORPORATION, PARTNERSHIP, TRUST, ETC.,
MUST BE COMPLETED AND RETURNED WITH THIS FORM.
- --------------------------------------------------------------------------------
[ ] Systematic Withdrawal Program (Minimum account $5,000)
Beginning , 19 , you are hereby authorized and
----------------------- -------
instructed to send a check for $
-----------------------
(minimum $25) drawn on approximately
[] 11th day [] 26th day of the month. Draw payment []monthly []quarterly
[]semianually []annually
- --------------------------------------------------------------------------------
[ ] Individual
[ ] Corporate
[ ] Non-Profit
[ ] Profit-
Sharing

- ---------------------------------------------- --------------------------------
First Middle Last Owner's Taxpayer Identification
No. or Social Security No.
- ----------------------------------------------
First Middle Last
ACCOUNT
REGISTRATION
(PLEASE PRINT)
Industry Type
- ---------------------------------------------- ------------------
Name of Corporation, Trust, Partnership, etc. (Farming, Mgf., Sales, etc.)
Telephone
Business ( )
- ---------------------------------------------- -----------------
Street Address

Home ( )
- ---------------------------------------------- -----------------
City State Zip
If address is outside U.S. please indicate if U.S. Citizen [ ] Yes [ ] No
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION CERTIFICATION: Under the penalties of perjury, I (1)
certify that the number provided on this form is my correct taxpayer
identification number and (2),* that I am not subject to backup withholding
either because I have not been notified that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or the Internal
Revenue Service has notified me that I am no longer subject to backup
withholding.

TAX
WITHHOLDING

*The owner must strike out the language certifying that they are not subject to
backup withholding due to notified underreporting IF THE INTERNAL REVENUE
SERVICE NOTIFIED THEM THAT THEY ARE SUBJECT TO BACKUP WITHHOLDING, and they have
not received notice from the service advising that backup withholding has
terminated.
- --------------------------------------------------------------------------------

- ------------------------------------------- -----------------------------------
Owner Joint Owner
SIGNATURE
OF APPLICANTS

- ------------------------------------------- -----------------------------------
Corporate Officer, Trustee, etc. Title
Date In case of joint ownership, both
--------------------------------------- must sign. If no form of ownership
is designated, then it will be
assumed the ownership is "as
joint tenants, with right of
survivorship, and not as tenants in
common."
INVESTMENT
DEALER

- -------------------------------------------
Name of Firm

- ------------------------------------------- -----------------------------------
Street Dealer Authorized

- ------------------------------------------- -----------------------------------
City State Zip Account Representative

45
<PAGE>

SECURITY FUNDS
SECURITY CASH FUND APPLICATION (CONTINUED)

Checking Account Privilege - If you have elected this option, the following card
must be completed. This card is similar to one which must be signed when opening
any checking account. All joint owners named in the account registration must
sign this card. Names must be signed exactly as they appear in the account
registration. All persons eligible to sign checks for corporate accounts,
partnerships, trusts, etc. must sign this card.
- --------------------------------------------------------------------------------
The payment of funds on the conditions set forth below and on the reverse side
is authorized by the signature(s) appearing on the signature card. Security
Management Company, the Fund's Transfer Agent, is hereby appointed agent by the
person(s) signing this card and will cause the Fund to redeem a sufficient
number of shares from the account to cover checks presented for payment without
requiring signature guarantees. The Fund and its agents will not be liable for
any loss, expense or cost arising out of check redemptions or checks returned
without payment. SHARES OUTSTANDING IN THE ACCOUNT FOR LESS THAN 15 DAYS WILL
NOT BE LIQUIDATED TO PAY CHECKS PRESENTED UNLESS THE TRANSFER AGENT IS ASSURED
THAT GOOD PAYMENT HAS BEEN COLLECTED THROUGH NORMAL BANKING CHANNELS. The
Transfer Agent has the right not to honor checks that are for less than $100 or
checks in an amount exceeding the value of the account at the time the check is
presented for payment. This privilege is subject to the provisions of the
current prospectus of the Fund as amended from time to time. This agreement may
be modified or terminated at any time by the Fund or the Transfer Agent upon
notification mailed to the shareholder's address of record.
- --------------------------------------------------------------------------------
SECURITY CASH FUND SIGNATURE CARD
- --------------------------------------------------------------------------------

-------------------------------------------
Account Number
Authorized Signatures:

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ ] Check here if two signatures are required on checks
[ ] Check here if only one signature required on checks.

In signing this card each signatory agrees to be subject to the customary rules
and regulations governing checking accounts and to the conditions set forth on
the reverse side. If the Checking Account Privilege is established after the
opening of the account, or if any change is made in the above information, all
signatures will have to be guaranteed.
- --------------------------------------------------------------------------------

AUTHORIZATION FOR REDEMPTION

CORPORATE RESOLUTION

I, , duly elected and acting Secretary of
--------------------------------
, a corporation
- ----------------------------------------------------------------
organized and existing under the laws of
--------------------------------------,
certify that the following resolution is a true and correct copy of the
resolution adopted by the Board of Directors at its regular meeting held on
, which resolution is currently in
- --------------------------------------------
full force and effect:

RESOLVED, That the below named individual(s) of this corporation are hereby
authorized to give notice, instructions, complete necessary forms, execute
withdrawals, and to transact any other business necessary on this corporation's
account invested in shares of Security Cash Fund. FURTHER RESOLVED, That this
corporation assumes entire responsibility for, and agrees to indemnify and hold
harmless Security Cash Fund and/or its agents against any and all claims,
liabilities, damages, actions, charges and expense sustained by action of the
below named individual(s).

- --------------------------------------- ---------------------------------------
(Print or type) Name and Title Signature(s)

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

- --------------------------------------------------------------------------------
IN WITNESS WHEREOF, I hereunto set my
hand and the seal of this
corporation this day of
----------
, 19 .
- -------------------- -----
(CORPORATE SEAL) SECRETARY
-----------------------------
- --------------------------------------------------------------------------------
AUTHORIZATION FOR PARTNERSHIP, TRUST, OR RETIREMENT PLAN

We, the undersigned, being the principal partners or the trustees of the

- --------------------------------------------------------------------------------
(Partnership or Trust/Plan)
hereby state that we are authorized to invest the assets of the partnership or
trust/plan in Security Cash Fund. We also agree that

- --------------------------------------------------------------------------------
or -----------------------------------------------------------------------------
have individual authority to purchase, sell, assign, and transfer securities and
to sign checks issuable by the partnership or the trust/plan redeeming shares of
the Fund. We further state that this individual authority shall continue to be
honored until revoked by written notice from either of us and is received by the
Transfer Agent (Security Management Company). By signing this authorization, we
agree that Security Cash Fund, Security Management Company, and Security
Distributors, Inc., shall be indemnified and held harmless from any loss,
damage, cost or claim that may arise from any authorized or unauthorized use of
the assets or checks of the partnership or trust/plan in connection with the
holdings of the Fund.

- --------------------------------------- ---------------------------------------
Print or type name Signature(s)
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEED BY

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

46
<PAGE>

[SDI LOGO]
700 SW HARRISON ST.
TOPEKA, KANSAS 66636-0001
(913) 295-3127
(800) 888-2461

<PAGE>

SECURITY INCOME FUND

o Corporate Bond Series

o Limited Maturity Bond Series

o U.S. Government Series

o Global Aggressive Bond Series

SECURITY TAX-EXEMPT FUND

SECURITY CASH FUND

Statement of Additional Information
November 1, 1995
RELATING TO THE PROSPECTUS DATED NOVEMBER 1, 1995
(913) 295-3127
(800) 888-2461

INVESTMENT MANAGER
Security Management Company
700 SW Harrison Street
Topeka, Kansas 66636-0001

DISTRIBUTOR
Security Distributors, Inc.
700 SW Harrison Street
Topeka, Kansas 66636-0001

CUSTODIAN
UMB Bank, N.A.
928 Grand Avenue
Kansas City, Missouri 64106

Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
Brooklyn, New York 11245

INDEPENDENT AUDITORS
Ernst & Young LLP
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2143

<PAGE>

Security Income Fund
Security Tax-Exempt Fund
Security Cash Fund

Members of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001

Statement of
Additional Information
November 1, 1995
(RELATING TO THE PROSPECTUS DATED NOVEMBER 1, 1995)

This Statement of Additional Information is not a Prospectus. It should be
read in conjunction with the Prospectus dated November 1, 1995. A Prospectus may
be obtained by writing or calling Security Distributors, Inc., 700 SW Harrison,
Topeka, Kansas 66636-0001, or by calling (913) 295-3127 or (800) 888-2461, ext.
3127.

TABLE OF CONTENTS

Page

General Information..................................... 1
Investment Objectives and Policies of the Funds......... 2
Security Income Fund................................. 2
Corporate Bond Fund................................ 2
Limited Maturity Bond Fund......................... 3
U.S. Government Fund............................... 5
Global Aggressive Bond Fund........................ 6
Security Tax-Exempt Fund.............................17
Security Cash Fund...................................21
Investment Methods and Risk Factors.....................23
Investment Policy Limitations...........................24
Income Fund's Fundamental Policies...................24
Tax-Exempt Fund's Fundamental Policies...............26
Cash Fund's Fundamental Policies.....................27
Officers and Directors..................................28
Remuneration of Directors and Others....................29
How to Purchase Shares..................................30
Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and
Tax-Exempt Funds...................................30
Alternative Purchase Options.........................30
Class A Shares.......................................31
Security Income Fund's Class A Distribution Plan.....31
Class B Shares.......................................32
Class B Distribution Plan............................33
Calculation and Waiver of Contingent Deferred
Sales Charges......................................34
Arrangements With Broker/Dealers and Others........34
Cash Fund..........................................35
Purchases at Net Asset Value............................35
Accumulation Plan.......................................36
Systematic Withdrawal Program...........................36
Investment Management...................................37
Portfolio Management.................................39
Code of Ethics.......................................40
Distributor.............................................41
Allocation of Portfolio Brokerage.......................41
Determination of Net Asset Value........................42
How to Redeem Shares....................................43
Telephone Redemptions................................45
How to Exchange Shares..................................45
Exchange by Telephone................................46
Dividends and Taxes.....................................47
Organization............................................51
Custodian, Transfer Agent and Dividend-Paying Agent.....51
Independent Auditors....................................52
Performance Information.................................52
Retirement Plans........................................54
Individual Retirement Accounts (IRAs)...................54
Pension and Profit-Sharing Plans........................55
403(b) Retirement Plans.................................55
Simplified Employee Pension Plans (SEPPs)...............55
Financial Statements....................................55
Tax-Exempt vs. Taxable Income...........................55
Appendix A..............................................57

<PAGE>

GENERAL INFORMATION

Security Income Fund, Security Tax-Exempt Fund and Security Cash Fund,
which were organized as Kansas corporations on April 20, 1965, July 14, 1981 and
March 21, 1980, respectively, are registered with the Securities and Exchange
Commission as investment companies. Such registration does not involve
supervision by the Securities and Exchange Commission of the management or
policies of the Funds. The Funds are diversified, open-end management investment
companies that, upon the demand of the investor, must redeem their shares and
pay the investor the current net asset value thereof. ( See "How to Redeem
Shares," page 43.)

Each of the Corporate Bond Series ("Corporate Bond Fund"), Limited Maturity
Bond Series ("Limited Maturity Bond Fund"), U.S. Government Series ("U.S.
Government Fund") and Global Aggressive Bond Series ("Global Aggressive Bond
Fund") of Security Income Fund, Security Tax-Exempt Fund ("Tax-Exempt Fund"),
and Security Cash Fund ("Cash Fund") (the "Funds") has its own investment
objective and policies which are described below. While there is no present
intention to do so, the investment objective and policies of each Fund, unless
otherwise noted, may be changed by its Board of Directors without the approval
of stockholders. Each of the Funds is also required to operate within
limitations imposed by its fundamental investment policies which may not be
changed without stockholder approval. These limitations are set forth below
under "Investment Policy Limitations," page 24. An investment in one of the
Funds does not constitute a complete investment program.

The value of the shares of each Fund fluctuates with the value of the
portfolio securities. Each Fund may realize losses or gains when it sells
portfolio securities and will earn income to the extent that it receives
dividends or interest from its investments. (See "Dividends and Taxes," page
47.)

The shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are sold to the public at net asset
value, plus a sales commission which is divided between the principal
distributor and dealers who sell the shares ("Class A shares"), or at net asset
value with a contingent deferred sales charge (Class B shares). The shares of
Cash Fund are sold to the public at net asset value. There is no sales charge or
load when purchasing shares of Cash Fund. (See "How to Purchase Shares," page
30.)

The Funds receive investment advisory, administrative, accounting, and
transfer agency services from Security Management Company (the "Investment
Manager") for a fee. The Investment Manager has guaranteed that the aggregate
annual expenses (including the management compensation but excluding brokerage
commissions, interest, taxes, extraordinary expenses and Class B distribution
fees) shall not for Corporate Bond, Limited Maturity Bond, U.S. Government and
Global Aggressive Bond Funds exceed any expense limitation imposed by any state
and shall not for Tax-Exempt and Cash Funds exceed 1% of the average net assets
of the Fund for the year. (See page 37 for a discussion of the Investment
Manager and the Investment Advisory Contract.)

Each Fund will pay all its expenses not assumed by the Investment Manager
or Security Distributors, Inc. (the "Distributor") including organization
expenses; directors' fees; fees of custodian; taxes and governmental fees;
interest charges; any membership dues; brokerage commissions; expenses of
preparing and distributing reports to stockholders; costs of stockholder and
other meetings; and legal, auditing and accounting expenses. Each Fund will also
pay for the preparation and distribution of the prospectus to its stockholders
and all expenses in connection with its registration under the Investment
Company Act of 1940 and the registration of its capital stock under federal and
state securities laws. Each Fund will pay nonrecurring expenses as may arise,
including litigation expenses affecting it.

Under a Distribution Plan adopted with respect to the Class A shares of
Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"), these Funds are authorized to pay to the Distributor, an annual fee
of .25% of the average daily net assets of the Class A shares of the Corporate
Bond, Limited Maturity Bond, U.S. Government and Global Aggressive Bond Funds to
finance various distribution-related activities. (See "Security Income Fund's
Class A Distribution Plan, " page 31.)

Under Distribution Plans adopted with respect to the Class B shares of
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond
and Tax-Exempt Funds pursuant to Rule 12b-1 under the 1940 Act, each Fund is
authorized to pay to the Distributor, an annual fee of 1.00% of the average
daily net assets of the Class B Shares of the respective Funds to finance
various distribution-related activities. (See "Class B Distribution Plan," page
33.)

1
<PAGE>

The Funds may utilize short-term trading to a limited extent in order to
take advantage of differentials in bond yields consistent with their respective
investment objectives. The portfolio turnover rate for Class A and B shares of
Corporate Bond, U.S. Government and Tax-Exempt Funds for the fiscal year ended
December 31, 1994, was: Corporate Bond - 204%; U.S. Government - 220%; and
Tax-Exempt - 88%. The portfolio turnover rate for the Funds' Class A shares for
the fiscal year ended December 31, 1993 was: Corporate Bond - 157%; U.S.
Government - 153%; and Tax-Exempt - 118%. The annualized portfolio turnover rate
for the Funds' Class B shares for the period October 19, 1993 (date of Class B
shares' inception) to December 31, 1993 was: Corporate Bond - 164%; U.S.
Government - 114%; and Tax-Exempt - 90%. The annualized portfolio turnover rate
for the Limited Maturity Bond Fund for the period January 17, 1995 (date of
inception) to June 30, 1995 and the Global Aggressive Bond Fund for the period
June 1, 1995 (date of inception) to September 30, 1995 was: Limited Maturity
Bond - 4%; and Global Aggressive Bond - 58%. Portfolio turnover is the
percentage of the lower of security sales or purchases to the average portfolio
value and would be 100% if all securities in the Fund were replaced within a
period of one year.

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

Security Income Fund

Security Income Fund ("Income Fund") consists of four diversified Series
(Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds), each of which represents a different investment objective and which
has its own identified assets and net asset values. The investment objective of
each Series is described below. There are risks inherent in the ownership of any
security and there can be no assurance that such investment objectives will be
achieved. Some of the risks are described below.

Corporate Bond, Limited Maturity Bond and U.S. Government Funds will
purchase solely debt securities and will not invest in securities which are not
publicly traded or marketable. Short-term obligations may be purchased in any
amount as the Investment Manager deems appropriate for defensive or liquidity
purposes. Each Fund's portfolio may include a significant amount of debt
securities which sell at discounts from their face amount as a result of current
market conditions. For example, debt securities with fixed-rate coupons are
generally sold at a discount from their face amount during periods of rising
interest rates.

Income Fund makes no representation that the stated investment objective of
any Series will be achieved. Although there is no present intention to do so,
the investment objective of any Series of the Fund may be altered by the board
of directors without the approval of stockholders of the Series.

Corporate Bond Fund

The investment objective of the Corporate Bond Fund is to conserve capital
while generating interest income. The Fund will attempt to achieve this
investment objective by investing primarily in a diversified portfolio of upper
medium to high-grade debt securities, primarily those issued by U.S. and
Canadian corporations. In addition, the Fund may invest in securities which are
obligations of or guaranteed by the U.S. Government or any of its agencies or
instrumentalities.

Corporate Bond Fund may invest in repurchase agreements on an overnight
basis. See the discussion of repurchase agreements under "Investment Methods and
Risk Factors." The Fund may borrow money from banks as a temporary measure for
emergency purposes or to facilitate redemption requests. Borrowing is discussed
in more detail under "Investment Methods and Risk Factors." Pending investment
in securities or to meet potential redemptions, the Fund may invest in
certificates of deposit, bank demand accounts and high quality money market
instruments.

Other than securities issued by Canadian corporations, the Fund will not
invest in securities of foreign corporations. The Fund will also not invest in
securities issued by foreign governments except that it reserves the right to
purchase securities which are obligations of, or guaranteed by, the Dominion of
Canada or provinces thereof, in an amount not to exceed 25% of the portfolio
(exclusive of U.S. Government and government agency or instrumentality issues)
at the time of purchase. Canadian securities would not be purchased if subject
to the foreign interest equalization tax and unless payable in U.S. currency.

At least 90% of the Fund portfolio at time of purchase will consist of U.S.
Government and government agency issues; U.S. or Canadian corporations' debt
securities which have a rating at the time of purchase of A or higher as
determined by Moody's Investors Service, Inc. or Standard & Poor's Corporation;
and, subject to the 25%

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<PAGE>

limitation above, securities which are obligations of (or guaranteed by) the
Dominion of Canada or provinces thereof. Included in such 90% may be convertible
bonds or bonds with warrants attached which may be purchased by the Fund if such
bond issues are rated A or higher at the time of purchase. Moody's Bond Record
indicates that bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Standard
& Poor's Bond Guide states that A rated bonds have a strong capacity to pay
principal and interest, although they are somewhat more susceptible to adverse
effects of changes in circumstances and economic conditions. The Fund may invest
up to 10% of its assets in fixed income securities rated Baa by Moody's or BBB
by Standard & Poor's at the time of purchase, and the Fund may continue to hold
such a security whose rating drops below Baa or BBB, although such holdings
shall at no time exceed 5% of the net assets of this Fund. It is anticipated
that securities invested in by this Fund will be held by the Fund on an average
from one and a half to three years.

Limited Maturity Bond Fund

The investment objective of the Limited Maturity Bond Fund is to seek a
high level of income consistent with moderate price fluctuation by investing in
short- and intermediate-term bonds. As used herein the term "short- and
intermediate-term bonds" is used to describe any debt security with a maturity
of 15 years or less. Under normal circumstances, the Fund will invest at least
65% of the value of its total assets in short-and intermediate-term bonds. It is
anticipated that the Fund's dollar weighted average maturity will fall within
the 5-7 year range; however, the Fund's dollar weighted average maturity will
never exceed 10 years.

Limited Maturity Bond Fund will invest primarily in debt securities rated
Baa or higher by Moody's or BBB or higher by Standard & Poor's at the time of
purchase, or if unrated, of equivalent quality as determined by the Investment
Manager. Baa securities are considered to be "medium grade" obligations by
Moody's and BBB is the lowest classification which is still considered an
"investment grade" rating by Standard & Poor's. Included in such securities may
be convertible bonds or bonds with warrants attached which are rated at least
Baa or BBB at the time of purchase, or if unrated, of equivalent quality as
determined by the Investment Manager. A "convertible bond" is a bond, debenture
or preferred share which may be exchanged, by the owner, for common stock or
another security, usually of the same company, in accordance with the terms of
the issue. A "warrant" confers upon its holder the right to purchase an amount
of securities at a particular time and price. Bonds rated Baa by Moody's or BBB
by Standard & Poor's have speculative characteristics and may be more
susceptible than higher grade bonds to adverse economic conditions or other
adverse circumstances which may result in a weakened capacity to make principal
and interest payments. See Appendix A to the Prospectus for a description of
corporate bond ratings.

The Fund may invest in higher yielding debt securities in the lower rating
(higher risk) categories of the recognized rating services (commonly referred to
as "junk bonds"); however, the Fund will never hold more than 25% of its net
assets in junk bonds. This includes securities rated Ba or lower by Moody's or
BB or lower by Standard & Poor's and are regarded as predominantly speculative
with respect to the ability of the issuer to meet principal and interest
payments. The Fund will not invest in junk bonds which are in default at the
time of purchase. However, the Investment Manager will not rely principally on
the ratings assigned by the rating services. Because the Fund may invest in
lower rated or unrated securities of comparable quality, the achievement of the
Fund's investment objective may be more dependent on the Investment Manager's
own credit analysis than would be true if investing in higher rated securities.

Other than Yankee CDs and securities issued by Canadian corporations, the
Fund will not invest in securities of foreign corporations. The Fund will not
invest in securities issued by foreign governments except that it reserves the
right to purchase securities which are obligations of, or guaranteed by, the
Dominion of Canada or provinces thereof, in an amount which is less than 25% of
the portfolio (exclusive of U.S. Government and government agency issues) at the
time of purchase. Canadian securities will not be purchased if subject to the
foreign interest equalization tax and unless payable in U.S. currency.

The Fund may invest in Yankee CDs which are Certificates of Deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
United States. Yankee CDs are subject to somewhat different risks than are the
obligations of domestic banks. Investment in securities of foreign issuers
presents certain risks, including future political and economic developments and
the possible imposition of foreign governmental laws and restrictions, reduced
availability of public information concerning issuers, and the fact that foreign
issuers are

3
<PAGE>

not generally subject to uniform accounting, auditing and financial reporting
standards or to other regulatory practices and requirements comparable to those
applicable to domestic issuers.

The Fund may invest in U.S. Government securities. Some U.S. Government
securities, such as Treasury bills and bonds, are supported by the full faith
and credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; still others such as those of
the Student Loan Marketing Association, are supported only by the credit of the
instrumentality. U.S. Government securities include bills, certificates of
indebtedness, notes and bonds issued by the Treasury or by agencies or
instrumentalities of the U.S. Government.

The Fund may invest in investment grade mortgage backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). MBSs include certain securities issued or guaranteed by the
United States government or one of its agencies or instrumentalities, such as
the Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), or Federal Home Loan Mortgage Corporation (FHLMC);
securities issued by private issuers that represent an interest in or are
collateralized by mortgage-backed securities issued or guaranteed by the U.S.
government or one of its agencies or instrumentalities; and securities issued by
private issuers that represent an interest in or are collateralized by mortgage
loans. A mortgage pass-through security is a pro rata interest in a pool of
mortgages where the cash flow generated from the mortgage collateral is passed
through to the security holder. CMOs are obligations fully collateralized by a
portfolio of mortgages or mortgage-related securities. MBSs have been referred
to as "derivatives" because the performance of MBSs is dependent upon and
derived from underlying securities. The Fund will hold less than 25% of its net
assets in MBSs, including CMOs and mortgage pass-through securities.

CMOs may be issued in a variety of classes. The Fund may invest in several
CMO classes, including, but not limited to Floaters, Planned Amortization
Classes (PACs), Scheduled Classes (SCHs), Sequential Pay Classes (SEQs), Support
Classes (SUPs), Target Amortization Classes (TACs) and Accrual Classes (Z
Classes). CMO classes vary in the rate and time at which they receive principal
and interest payments. SEQs, also called plain vanilla, clean pay, or current
pay classes, sequentially receive principal payments from underlying mortgage
securities when the principal on a previous class has been completely paid off.
During the months prior to their receipt of principal payments, SEQs receive
interest payments at the coupon rate on their principal. PACs are designed to
produce a stable cash flow of principal payments over a predetermined period of
time. PACs guard against a certain level of prepayment risk by distributing
prepayments to SUPs, also called companion classes. TACs pay a targeted
principal payment schedule, as long as prepayments are not made at a rate slower
than an expected constant prepayment speed. If prepayments increase, the excess
over the target is paid to SUPs. SEQs may have a less stable cash flow than PACs
and TACs and, consequently, have a greater potential yield. PACs generally pay a
lower yield than TACs because of PACs' lower risk. Because SUPs are directly
affected by the rate of prepayment of underlying mortgages, SUPs may experience
volatile cash flow behavior. When prepayment speeds fluctuate, the average life
of a SUP will vary. SUPs, therefore, are priced at a higher yield than less
volatile classes of CMOs. Z Classes do not receive payments, including interest
payments, until certain other classes are paid off. At that time, the Z Class
begins to receive the accumulated interest and principal payments. A Floater has
a coupon rate that adjusts periodically (usually monthly) by adding a spread to
a benchmark index subject to a lifetime maximum cap. The yield of a Floater is
sensitive to prepayment rates and the level of the benchmark index.

Limited Maturity Bond Fund may purchase securities on a "when issued" or
"delayed delivery" basis in excess of customary settlement periods for the type
of security involved. Securities purchased on a when issued basis are subject to
market fluctuations and no interest or dividends accrue to the Fund prior to the
settlement date. The Fund will establish a segregated account with its custodian
bank in which it will maintain cash, U.S. Government securities, or other
appropriate high grade liquid debt obligations equal in value to commitments for
such when issued securities.

Limited Maturity Bond Fund may invest in repurchase agreements on an
overnight basis. See the discussion of repurchase agreements under "Investment
Methods and Risk Factors." The Fund may borrow money from banks as a temporary
measure for emergency purposes or to facilitate redemption requests. Borrowing
is discussed in more detail under "Investment Methods and Risk Factors." Pending
investment in securities or to

4
<PAGE>

meet potential redemptions, the Fund may invest in certificates of deposit, bank
demand accounts and high quality money market instruments.

From time to time, Limited Maturity Bond Fund may invest part or all of its
assets in commercial notes or money market instruments.

U.S. Government Fund

The investment objective of the U.S. Government Fund is to provide a high
level of interest income with security of principal by investing primarily in
U.S. Government securities. U.S. Government securities are obligations of, or
guaranteed (as to principal and interest) by, the U.S. Government, its agencies
(such as the Federal Housing Administration and Government National Mortgage
Association) or instrumentalities (such as Federal Home Loan Banks and Federal
Land Banks), and instruments fully collateralized with such obligations such as
repurchase agreements. U.S. Government securities include bills, Certificates of
Indebtedness, notes and bonds issued by the Treasury or by agencies or
instrumentalities of the U.S. Government. The Fund may, for defensive purposes,
temporarily invest part or all of its assets in money market instruments
including deposits and bankers acceptances in depository institutions insured by
the FDIC, and short-term U.S. Government and agency securities. If the deposits
of the Fund in a depository institution are not fully insured by the FDIC, the
Fund will analyze the credit quality of the issuing institution prior to making
any such deposit and will retain a record of that analysis.

Some U.S. Government securities, such as treasury bills and bonds, are
supported by the full faith and credit of the U.S. Treasury, others are
supported by the right of the issuer to borrow from the Treasury, others, such
as those of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. Under
normal circumstances, the Fund will invest at least 80% of the value of its
total assets in U.S. Government securities.

U.S. Government Fund may invest in repurchase agreements on an overnight
basis. See the discussion of repurchase agreements under "Investment Methods and
Risk Factors." The Fund may borrow money from banks as a temporary measure for
emergency purposes or to facilitate redemption requests. Borrowing is discussed
in more detail under "Investment Methods and Risk Factors." Pending investment
in securities or to meet potential redemptions, the Fund may invest in
certificates of deposit, bank demand accounts and high quality money market
instruments.

From time to time the portfolio of the U.S. Government Fund may consist
primarily of Government National Mortgage Association (GNMA) certificates. GNMA
certificates are mortgage-backed securities representing part ownership of a
pool of mortgage loans. These loans, issued by lenders such as mortgage bankers,
commercial banks and savings and loan associations, are either issued by the
Federal Housing Administration or guaranteed by the Veterans Administration. A
"pool" or group of such mortgages is assembled and, after being approved by
GNMA, is offered to investors through securities dealers. Once approved by GNMA,
the timely payment of interest and principal on each mortgage is guaranteed by
GNMA and backed by the full faith and credit of the U.S. Government. GNMA
certificates differ from bonds in that principal is paid back monthly by the
borrower over the term of the loan rather than returned in a lump sum at
maturity. GNMA certificates are called "pass through" securities because both
interest and principal payments (including prepayments) are passed through to
the holder of the certificate.

The Fund may invest in other mortgage backed securities (MBSs) as discussed
under "Investment Methods and Risk Factors - Mortgage Backed Securities and
Collateralized Mortgage Obligations" in the Prospectus. MBSs include certain
securities issued by the United States government or one of its agencies or
instrumentalities, such as GNMAs, or securities issued by private issuers. The
Fund may not invest more than 20% of the value of its total assets in MBSs
issued by private issuers. The Fund will not invest in any stripped mortgage
backed securities.

The Fund will attempt to maximize the return on its portfolio by taking
advantage of market developments and yield disparities, which may include use of
the following strategies:

1. Shortening the average maturity of its portfolio in anticipation of a rise
in interest rates so as to minimize depreciation of principal;

5
<PAGE>

2. Lengthening the average maturity of its portfolio in anticipation of a
decline in interest rates so as to maximize appreciation of principal;

3. Selling one type of U.S. Government obligation and buying another when
disparities arise in the relative values of each; and

4. Changing from one U.S. Government obligation to an essentially similar U.S.
Government obligation when their respective yields are distorted due to
market factors.

These strategies may result in increases or decreases in the Fund's current
income available for distribution to Fund shareholders, and the Fund may hold
obligations which sell at moderate to substantial premiums or discounts from
face value. Moreover, if the Fund's expectations of changes in interest rates or
its evaluation of the normal yield relationship between two obligations proves
to be incorrect, the Fund's income, net asset value per share and potential
capital gain may be decreased or its potential capital loss may be increased. It
is anticipated that securities invested in by this Fund will be held by the Fund
on an average from three to five years.

While there is minimal credit risk involved in the purchase of U.S.
Government securities, as with any fixed income security the market value is
generally affected by changes in the level of interest rates. An increase in
interest rates will tend to reduce the market value of fixed income investments,
and a decline in interest rates will tend to increase their value. In addition,
while debt securities with longer maturities normally produce higher yields,
they are subject to potentially greater capital changes in market value than
obligations with shorter maturities.

The potential for appreciation in GNMAs and other MBSs, which might
otherwise be expected to occur as a result of a decline in interest rates, may
be limited or negated by increased principal prepayments of the underlying
mortgages. Prepayments of MBSs occur with increasing frequency when mortgage
rates decline because, among other reasons, mortgagors may be able to refinance
their outstanding mortgages at lower interest rates or prepay their existing
mortgages. Such prepayments would then be reinvested by the Fund at the lower
current interest rates.

While mortgages underlying GNMA certificates have a stated maturity of up
to 30 years, it has been the experience of the mortgage industry that the
average life of comparable mortgages, owing to prepayments, refinancings and
payments from foreclosures, is considerably less. Yield tables, published in
1981, utilize a 12-year average life assumption for GNMA pools of 26-30 year
mortgages, and GNMA certificates continue to be traded based on this assumption.
Recently it has been observed that mortgage pools issued at high interest rates
have experienced accelerated prepayment rates as interest rates decline, which
would result in a shorter average life than 12 years.

Global Aggressive Bond Fund

The investment objective of the Global Aggressive Bond Fund is to seek high
current income. Capital appreciation is a secondary objective. The Fund, under
normal circumstances, invests substantially all of its assets in debt securities
of issuers in the United States, developed foreign countries and emerging
markets. For purposes of its investment objective, Global Aggressive Bond Fund
considers an emerging country to be any country whose economy and market the
World Bank or United Nations considers to be emerging or developing. The Fund
may also invest in debt securities traded in any market, of companies that
derive 50% or more of their total revenue from either goods or services produced
in such emerging countries and emerging markets or sales made in such countries.
Determinations as to eligibility will be made by Lexington Management
Corporation, (the "Sub-Adviser") and MFR Advisors, Inc. ("MFR"), based on
publicly available information and inquiries made to the companies. It is
possible in the future that sufficient numbers of emerging country or emerging
market debt securities would be traded on securities markets in industrialized
countries so that a major portion, if not all, of the Fund's assets would be
invested in securities traded on such markets, although such a situation is
unlikely at present.

Currently, investing in many of the emerging countries and emerging markets
is not feasible or may involve political risks. Accordingly, the Sub-Adviser
currently intends to consider investments only in those countries in which it
believes investing is feasible. The list of acceptable countries will be
reviewed by the Sub-Adviser and MFR and approved by the Board of Directors of
Income Fund on a periodic basis and any additions or deletions with respect to
such list will be made in accordance with changing economic and political
circumstances involving such countries.

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<PAGE>

Selection of Debt Investments. In determining the appropriate distribution
of investments among various countries and geographic regions for the Global
Aggressive Bond Fund, the Sub-Adviser and MFR ordinarily consider the following
factors: prospects for relative economic growth among the different countries in
which the Fund may invest; expected levels of inflation; government policies
influencing business conditions; the outlook for currency relationships; and the
range of the individual investment opportunities available to international
investors.

Although Global Aggressive Bond Fund values assets daily in terms of U.S.
dollars, the Fund does not intend to convert holdings of foreign currencies into
U.S. dollars on a daily basis. Global Aggressive Bond Fund will do so from time
to time, and investors should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference ("spread") between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to sell
a foreign currency to the Global Aggressive Bond Fund at one rate, while
offering a lesser rate of exchange should the Fund desire to sell that currency
to the dealer.

Global Aggressive Bond Fund may invest in the following types of money
market instruments (i.e., debt instruments with less than 12 months remaining
until maturity) denominated in U.S. dollars or other currencies: (a) obligations
issued or guaranteed by the U.S. or foreign governments, their agencies,
instrumentalities or municipalities; (b) obligations of international
organizations designed or supported by multiple foreign governmental entities to
promote economic reconstruction or development; (c) finance company obligations,
corporate commercial paper and other short-term commercial obligations; (d) bank
obligations (including certificates of deposit, time deposits, demand deposits
and bankers' acceptances), subject to the restriction that the Fund may not
invest 25% or more of its total assets in bank securities; (e) repurchase
agreements with respect to the foregoing; and (f) other substantially similar
short-term debt securities with comparable characteristics.

Samurai and Yankee Bonds. Subject to its fundamental investment
restrictions, Global Aggressive Bond Fund may invest in yen-denominated bonds
sold in Japan by non-Japanese issuers ("Samurai bonds"), and may invest in
dollar-denominated bonds sold in the United States by non-U.S. issuers ("Yankee
bonds"). It is the policy of Global Aggressive Bond Fund to invest in Samurai or
Yankee bond issues only after taking into account considerations of quality and
liquidity, as well as yield.

Commercial Bank Obligations. For the purposes of Global Aggressive Bond
Fund's investment policies with respect to bank obligations, obligations of
foreign branches of U.S. banks and of foreign banks are obligations of the
issuing bank and may be general obligations of the parent bank. Such
obligations, however, may be limited by the terms of a specific obligation and
by government regulation. As with investment in non-U.S. securities in general,
investments in the obligations of foreign branches of U.S. banks and of foreign
banks may subject Global Aggressive Bond Fund to investment risks that are
different in some respect from those of investments in obligations of domestic
issuers. Although Global Aggressive Bond Fund typically will acquire obligations
issued and supported by the credit of U.S. or foreign banks having total assets
at the time of purchase in excess of $1 billion, this $1 billion figure is not a
fundamental investment policy or restriction of the Fund. For the purposes of
calculation with respect to the $1 billion figure, the assets of a bank will be
deemed to include the assets of its U.S. and non-U.S. branches.

Repurchase Agreements, Reverse Repurchase Agreements and Roll Transactions.
Global Aggressive Bond Fund may invest in repurchase agreements which are
agreements by which a purchaser acquires a security and simultaneously commits
to resell that security to the seller (a bank or broker/dealer) at an agreed
upon price on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. Global Aggressive Bond Fund will not enter
into a repurchase agreement with a maturity of more than seven days if, as a
result, more than 15% of the value of its total net assets would be invested in
such repurchase agreements and other illiquid investments and securities for
which no readily available market exists. Repurchase agreements are discussed in
more detail under "Investment Methods and Risk Factors."

Global Aggressive Bond Fund may enter into reverse repurchase agreements. A
reverse repurchase agreement is a borrowing transaction in which the Fund
transfers possession of a security to another party, such as a bank or
broker/dealer, in return for cash, and agrees to repurchase the security in the
future at an agreed upon price, which includes an interest component. Global
Aggressive Bond Fund also may engage in "roll" borrowing transactions which
involve the Fund's sale of fixed income securities together with a commitment
(for which the Fund may receive a fee) to purchase similar, but not identical,
securities at a future date. Global Aggressive Bond Fund will maintain, in a
segregated account with a custodian, cash, U.S. government securities

7
<PAGE>

or other liquid, high grade debt securities in an amount sufficient to cover its
obligation under "roll" transactions and reverse repurchase agreements.

Borrowing. Global Aggressive Bond Fund is prohibited from borrowing money
in order to purchase securities. Global Aggressive Bond Fund may borrow up to 5%
of its total assets for temporary or emergency purposes other than to meet
redemptions. See the discussion of borrowing under "Investment Methods and Risk
Factors."

Short Sales. Global Aggressive Bond Fund is authorized to make short sales
of securities, although it has no current intention of doing so. A short sale is
a transaction in which the Fund sells a security in anticipation that the market
price of that security will decline. Global Aggressive Bond Fund may make short
sales as a form of hedging to offset potential declines in long positions in
securities it owns and in order to maintain portfolio flexibility. Global
Aggressive Bond Fund only may make short sales "against the box." In this type
of short sale, at the time of the sale, Global Aggressive Bond Fund owns the
security it has sold short or has the immediate and unconditional right to
acquire the identical security at no additional cost.

In a short sale, the seller does not immediately deliver the securities
sold and does not receive the proceeds from the sale. To make delivery to the
purchaser, the executing broker borrows the securities being sold short on
behalf of the seller. The seller is said to have a short position in the
securities sold until it delivers the securities sold, at which time it receives
the proceeds of the sale. To secure its obligation to deliver securities sold
short, Global Aggressive Bond Fund will deposit in a separate account with its
custodian an equal amount of the securities sold short or securities convertible
into or exchangeable for such securities at no cost. Global Aggressive Bond Fund
could close out a short position by purchasing and delivering an equal amount of
the securities sold short, rather than by delivering securities already held by
the Fund, because the Fund might want to continue to receive interest and
dividend payments on securities in its portfolio that are convertible into the
securities sold short.

Global Aggressive Bond Fund might make a short sale "against the box" in
order to hedge against market risks when the Sub-Adviser and MFR believes that
the price of a security may decline, causing a decline in the value of a
security owned by the Fund or a security convertible into or exchangeable for
such security, or when the Sub-Adviser and MFR want to sell the security the
Fund owns at a current attractive price, but also wishes to defer recognition or
gain or loss for federal income tax purposes and for purposes of satisfying
certain tests applicable to regulated investment companies under the Internal
Revenue Code of 1986, as amended (the "Code"). In such case, any future losses
in Global Aggressive Bond Fund's long position should be reduced by a gain in
the short position. Conversely, any gain in the long position should be reduced
by a loss in the short position. The extent to which such gains or losses in the
long position are reduced will depend upon the amount of the securities sold
short relative to the amount of the securities Global Aggressive Bond Fund owns,
either directly or indirectly, and, in the case where a Fund owns convertible
securities, changes in the investment values or conversion premiums of such
securities. There will be certain additional transaction costs associated with
short sales "against the box," but Global Aggressive Bond Fund will endeavor to
offset these costs with income from the investment of the cash proceeds of short
sales.

Illiquid Securities. Global Aggressive Bond Fund may invest up to 15% of
total net assets in illiquid securities. Securities may be considered illiquid
if Global Aggressive Bond Fund cannot reasonably expect to receive approximately
the amount at which the Fund values such securities within seven days. The sale
of illiquid securities, if they can be sold at all, generally will require more
time and result in higher brokerage charges or dealer discounts and other
selling expenses than will the sale of liquid securities, such as securities
eligible for trading on U.S. securities exchanges or in the over-the-counter
markets. Moreover, restricted securities, which may be illiquid for purposes of
this limitation often sell, if at all, at a price lower than similar securities
that are not subject to restrictions on resale.

With respect to liquidity determinations generally, Income Fund's Board of
Directors has the ultimate responsibility for determining whether specific
securities, including restricted securities pursuant to Rule 144A under the
Securities Act of 1933, are liquid or illiquid. Income Fund's Board has
delegated the function of making day-to-day determinations of liquidity to the
Investment Manager in accordance with procedures approved by Income Fund's Board
of Directors. The Investment Manager takes into account a number of factors in
reaching liquidity decisions, including, but not limited to: (i) the frequency
of trades and quotes; (ii) the number of dealers and potential purchasers; (iii)
the number of dealers that have undertaken to make a market in the security; and
(iv) the nature of the security and how trading is effected (e.g., the time
needed to sell the security, how offers are

8
<PAGE>

solicited and the mechanics of transfer). The Investment Manager will monitor
the liquidity of securities held by the Fund and report periodically on such
decisions to the Board of Directors.

Derivative Instruments: Options, Futures And Forward Currency Strategies

Writing Covered Call Options. Global Aggressive Bond Fund may write (sell)
covered call options. Covered call options generally will be written on
securities and currencies which, in the opinion of the Sub-Adviser and MFR are
not expected to make any major price moves in the near future but which, over
the long term, are deemed to be attractive investments for Global Aggressive
Bond Fund.

A call option gives the holder (buyer) the right to purchase a security or
currency at a specified price (the exercise price) at any time until a certain
date (the expiration date). So long as the obligation of the writer of a call
option continues, he may be assigned an exercise notice by the broker/dealer
through whom such option was sold, requiring him to deliver the underlying
security or currency against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing purchase transaction by purchasing an option
identical to that previously sold. The Sub-Adviser, MFR and Global Aggressive
Bond Fund believe that writing of covered call options is less risky than
writing uncovered or "naked" options, which the Fund will not do.

Portfolio securities or currencies on which call options may be written
will be purchased solely on the basis of investment considerations consistent
with the Fund's investment objectives. When writing a covered call option,
Global Aggressive Bond Fund in return for the premium gives up the opportunity
for profit from a price increase in the underlying security or currency above
the exercise price, and retains the risk of loss should the price of the
security or currency decline. Unlike one who owns securities or currencies not
subject to an option, Global Aggressive Bond Fund has no control over when it
may be required to sell the underlying securities or currencies, since the
option may be exercised at any time prior to the option's expiration. If a call
option which Global Aggressive Bond Fund has written expires, the Fund will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying security or currency during the
option period. If the call option is exercised, Global Aggressive Bond Fund will
realize a gain or loss from the sale of the underlying security or currency.
Global Aggressive Bond Fund does not consider a security or currency covered by
a call option to be "pledged" as that term is used in the Fund's fundamental
investment policy which limits the pledging or mortgaging of its assets.

The premium which Global Aggressive Bond Fund receives for writing a call
option is deemed to constitute the market value of an option. The premium the
Fund will receive from writing a call option will reflect, among other things,
the current market price of the underlying security or currency, the
relationship of the exercise price to such market price, the historical price
volatility of the underlying security or currency, and the length of the option
period. In determining whether a particular call option should be written on a
particular security or currency, the Sub-Adviser and MFR will consider the
reasonableness of the anticipated premium and the likelihood that a liquid
secondary market will exist for those options. The premium received by Global
Aggressive Bond Fund for writing covered call options will be recorded as a
liability in the Fund's statement of assets and liabilities. This liability will
be adjusted daily to the option's current market value, which will be the latest
sales price at the time which the net asset value per share of Global Aggressive
Bond Fund is computed at the close of regular trading on the NYSE (currently,
3:00 p.m. Central time, unless weather, equipment failure or other factors
contribute to an earlier closing time), or, in the absence of such sale, the
latest asked price. The liability will be extinguished upon expiration of the
option, the purchase of an identical option in a closing transaction, or
delivery of the underlying security or currency upon the exercise of the option.

Closing transactions will be effected in order to realize a profit on an
outstanding call option, to prevent an underlying security or currency from
being called, or to permit the sale of the underlying security or currency.
Furthermore, effecting a closing transaction will permit Global Aggressive Bond
Fund to write another call option on the underlying security or currency with
either a different exercise price, expiration date or both. If Global Aggressive
Bond Fund desires to sell a particular security or currency from its portfolio
on which it has written a call option, or purchased a put option, it will seek
to effect a closing transaction prior to, or concurrently with, the sale of the
security or currency. There is no assurance that Global Aggressive Bond Fund
will be able to effect such closing transactions at favorable prices. If Global
Aggressive Bond Fund cannot enter into such a transaction, it may be required to
hold a security or currency that it might otherwise have sold, in which case it
would continue to be at market risk with respect to the security or currency.

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Global Aggressive Bond Fund will pay transaction costs in connection with
the writing of options and in entering into closing purchase contracts.
Transaction costs relating to options activity normally are higher than those
applicable to purchases and sales of portfolio securities.

Call options written by Global Aggressive Bond Fund normally will have
expiration dates of less than nine months from the date written. The exercise
price of the options may be below, equal to or above the current market values
of the underlying securities or currencies at the time the options are written.
From time to time, Global Aggressive Bond Fund may purchase an underlying
security or currency for delivery in accordance with the exercise of an option,
rather than delivering such security or currency from its portfolio. In such
cases, additional costs will be incurred.

Global Aggressive Bond Fund will realize a profit or loss from a closing
purchase transaction if the cost of the transaction is less or more,
respectively, than the premium received from the writing of the option. Because
increases in the market price of a call option generally will reflect increases
in the market price of the underlying security or currency, any loss resulting
from the repurchase of a call option is likely to be offset in whole or in part
by appreciation of the underlying security or currency owned by the Fund.

Writing Covered Put Options. Global Aggressive Bond Fund may write covered
put options. A put option gives the purchaser of the option the right to sell,
and the writer (seller) the obligation to buy, the underlying security or
currency at the exercise price during the option period. The option may be
exercised at any time prior to its expiration date. The operation of put options
in other respects, including their related risks and rewards, is substantially
identical to that of call options.

Global Aggressive Bond Fund would write put options only on a covered
basis, which means that the Fund would either (i) set aside cash, U.S.
government securities or other liquid, high-grade debt securities in an amount
not less than the exercise price at all times while the put option is
outstanding (the rules of the Options Clearing Corporation currently require
that such assets be deposited in escrow to secure payment of the exercise
price), (ii) sell short the security or currency underlying the put option at
the same or higher price than the exercise price of the put option, or (iii)
purchase a put option, if the exercise price of the purchased put option is the
same or higher than the exercise price of the put option sold by the Fund.
Global Aggressive Bond Fund generally would write covered put options in
circumstances where the Sub-Adviser and MFR wish to purchase the underlying
security or currency for the Fund's portfolio at a price lower than the current
market price of the security or currency. In such event, Global Aggressive Bond
Fund would write a put option at an exercise price which, reduced by the premium
received on the option, reflects the lower price it is willing to pay. Since
Global Aggressive Bond Fund also would receive interest on debt securities or
currencies maintained to cover the exercise price of the option, this technique
could be used to enhance current return during periods of market uncertainty.
The risk in such a transaction would be that the market price of the underlying
security or currency would decline below the exercise price less the premiums
received.

Purchasing Put Options. Global Aggressive Bond Fund may purchase put
options. As the holder of a put option, Global Aggressive Bond Fund would have
the right to sell the underlying security or currency at the exercise price at
any time during the option period. Global Aggressive Bond Fund may enter into
closing sale transactions with respect to such options, exercise them or permit
them to expire.

Global Aggressive Bond Fund may purchase a put option on an underlying
security or currency ("protective put") owned by the Fund as a hedging technique
in order to protect against an anticipated decline in the value of the security
or currency. Such hedge protection is provided only during the life of the put
option when Global Aggressive Bond Fund, as the holder of the put option, is
able to sell the underlying security or currency at the put exercise price
regardless of any decline in the underlying security's market price or
currency's exchange value. For example, a put option may be purchased in order
to protect unrealized appreciation of a security or currency when the
Sub-Adviser and MFR deem it desirable to continue to hold the security or
currency because of tax considerations. The premium paid for the put option and
any transaction costs would reduce any capital gain otherwise available for
distribution when the security or currency eventually is sold.

Global Aggressive Bond Fund also may purchase put options at a time when
the Fund does not own the underlying security or currency. By purchasing put
options on a security or currency it does not own, Global Aggressive Bond Fund
seeks to benefit from a decline in the market price of the underlying security
or currency. If the put option is not sold when it has remaining value, and if
the market price of the underlying security or currency remains equal to or
greater than the exercise price during the life of the put option, Global
Aggressive Bond Fund will lose its entire investment in the put option. In order
for the purchase of a put option to be profitable, the market

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<PAGE>

price of the underlying security or currency must decline sufficiently below the
exercise price to cover the premium and transaction cost, unless the put option
is sold in a closing sale transaction.

The premium paid by Global Aggressive Bond Fund when purchasing a put
option will be recorded as an asset in the Fund' statement of assets and
liabilities. This asset will be adjusted daily to the option's current market
value, which will be the latest sale price at the time at which the net asset
value per share of Global Aggressive Bond Fund is computed (at the close of
regular trading on the NYSE), or, in the absence of such sale, the latest bid
price. The asset will be extinguished upon expiration of the option, the writing
of an identical option in a closing transaction, or the delivery of the
underlying security or currency upon the exercise of the option.

Purchasing Call Options. Global Aggressive Bond Fund may purchase call
options. As the holder of a call option, Global Aggressive Bond Fund would have
the right to purchase the underlying security or currency at the exercise price
at any time during the option period. Global Aggressive Bond Fund may enter into
closing sale transactions with respect to such options, exercise them or permit
them to expire. Call options may be purchased by Global Aggressive Bond Fund for
the purpose of acquiring the underlying security or currency for its portfolio.
Utilized in this fashion, the purchase of call options would enable Global
Aggressive Bond Fund to acquire the security or currency at the exercise price
of the call option plus the premium paid. At times, the net cost of acquiring
the security or currency in this manner may be less than the cost of acquiring
the security or currency directly. This technique also may be useful to Global
Aggressive Bond Fund in purchasing a large block of securities that would be
more difficult to acquire by direct market purchases. So long as it holds such a
call option rather than the underlying security or currency itself, Global
Aggressive Bond Fund is partially protected from any unexpected decline in the
market price of the underlying security or currency and in such event could
allow the call option to expire, incurring a loss only to the extent of the
premium paid for the option.

Global Aggressive Bond Fund also may purchase call options on underlying
securities or currencies it owns in order to protect unrealized gains on call
options previously written by it. A call option would be purchased for this
purpose where tax considerations make it inadvisable to realize such gains
through a closing purchase transaction. Call options also may be purchased at
times to avoid realizing losses that would result in a reduction of Global
Aggressive Bond Fund's current return. For example, where Global Aggressive Bond
Fund has written a call option on an underlying security or currency having a
current market value below the price at which such security or currency was
purchased by the Fund, an increase in the market price could result in the
exercise of the call option written by the Fund and the realization of a loss on
the underlying security or currency with the same exercise price and expiration
date as the option previously written.

Aggregate premiums paid for put and call options will not exceed 5% of
Global Aggressive Bond Fund's total assets at the time of purchase.

Global Aggressive Bond Fund may attempt to accomplish objectives similar to
those involved in using Forward Contracts (defined below), as described in the
Prospectus, by purchasing put or call options on currencies. A put option gives
Global Aggressive Bond Fund as purchaser the right (but not the obligation) to
sell a specified amount of currency at the exercise price until the expiration
of the option. A call option gives Global Aggressive Bond Fund as purchaser the
right (but not the obligation) to purchase a specified amount of currency at the
exercise price until its expiration. The Fund might purchase a currency put
option, for example, to protect itself during the contract period against a
decline in the dollar value of a currency in which it holds or anticipates
holding securities. If the currency's value should decline against the dollar,
the loss in currency value should be offset, in whole or in part, by an increase
in the value of the put. If the value of the currency instead should rise
against the dollar, any gain to Global Aggressive Bond Fund would be reduced by
the premium it had paid for the put option. A currency call option might be
purchased, for example, in anticipation of, or to protect against, a rise in the
value against the dollar of a currency in which the Fund anticipates purchasing
securities.

Currency options may be either listed on an exchange or traded
over-the-counter ("OTC options"). Listed options are third-party contracts
(i.e., performance of the obligations of the purchaser and seller is guaranteed
by the exchange or clearing corporation), and have standardized strike prices
and expiration dates. OTC options are two-party contracts with negotiated strike
prices and expiration dates. The Securities and Exchange Commission ("SEC")
staff considers OTC options and their cover to be illiquid securities. Global
Aggressive Bond Fund will not purchase an OTC option unless the Fund believes
that daily valuations for such options are readily obtainable. OTC options
differ from exchange-traded options in that OTC options are transacted with
dealers directly and not through a clearing corporation (which guarantees
performance). Consequently, there is a risk of non-performance by the dealer.
Since no exchange is involved, OTC options are valued on the basis of a quote
provided by the

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dealer. In the case of OTC options, there can be no assurance that a liquid
secondary market will exist for any particular option at any specific time.

Interest Rate and Currency Futures Contracts. Global Aggressive Bond Fund
may enter into interest rate or currency futures contracts ("Futures" or
"Futures Contracts") as a hedge against changes in prevailing levels of interest
rates or currency exchange rates in order to establish more definitely the
effective return on securities or currencies held or intended to be acquired by
the Fund. Global Aggressive Bond Fund's hedging may include sales of Futures as
an offset against the effect of expected increases in interest rates or currency
exchange rates, and purchases of Futures as an offset against the effect of
expected declines in interest rates or currency exchange rates.

Global Aggressive Bond Fund will not enter into Futures Contracts for
speculation and the Fund only will enter into Futures Contracts which are traded
on national futures exchanges and are standardized as to maturity date and
underlying financial instrument. The principal interest rate and currency
Futures exchanges in the United States are the Board of Trade of the City of
Chicago and the Chicago Mercantile Exchange. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.

Although techniques other than sales and purchases of Futures Contracts
could be used to reduce Global Aggressive Bond Fund's exposure to interest rate
and currency exchange rate fluctuations, the Fund may be able to hedge exposure
more effectively and at a lower cost through using Futures Contracts.

Global Aggressive Bond Fund will not enter into a Futures Contract if, as a
result thereof, more than 5% of the Fund's total assets (taken at market value
at the time of entering into the contract) would be committed to "margin" (down
payment) deposits on such Futures Contracts.

An interest rate Futures Contract provides for the future sale by one party
and purchase by another party of a specified amount of a specific financial
instrument (debt security or currency) for a specified price at a designated
date, time and place. Brokerage fees are incurred when a Futures Contract is
bought or sold, and margin deposits must be maintained at all times the Futures
Contract is outstanding.

Although Futures Contracts typically require future delivery of and payment
for financial instruments or currencies, Futures Contracts usually are closed
out before the delivery date. Closing out an open Futures Contract sale or
purchase is effected by entering into an offsetting Futures Contract purchase or
sale, respectively, for the same aggregate amount of the identical financial
instrument or currency and the same delivery date. If the offsetting purchase
price is less than the original sale price, Global Aggressive Bond Fund realizes
a gain; if it is more, the Fund realizes a loss. Conversely, if the offsetting
sale price is more than the original purchase price, Global Aggressive Bond Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction costs
also must be included in these calculations. There can be no assurance, however,
that Global Aggressive Bond Fund will be able to enter into an offsetting
transaction with respect to a particular Futures Contract at a particular time.
If Global Aggressive Bond Fund is not able to enter into an offsetting
transaction, the Fund will continue to be required to maintain the margin
deposits on the Futures Contract.

As an example of an offsetting transaction, the contractual obligations
arising from the sale of one Futures Contract of October Deutschemarks on an
exchange may be fulfilled at any time before delivery under the Futures Contract
is required (i.e., on a specified date in October, the "delivery month") by the
purchase of another Futures Contract of October Deutschemarks on the same
exchange, in such instance, the difference between the price at which the
Futures Contract was sold and the price paid for the offsetting purchase, after
allowance for transaction costs, represents the profit or loss to Global
Aggressive Bond Fund.

Persons who trade in Futures Contracts may be broadly classified as
"hedgers" and "speculators." Hedgers, such as Global Aggressive Bond Fund, whose
business activity involves investment or other commitment in securities or other
obligations, use the Futures markets primarily to offset unfavorable changes in
value that may occur because of fluctuations in the value of the securities and
obligations held or expected to be acquired by them or fluctuations in the value
of the currency in which the securities or obligations are denominated. Debtors
and other obligors also may hedge the interest cost of their obligations. The
speculator, like the hedger, generally expects neither to deliver nor to receive
the financial instrument underlying the Futures Contract, but, unlike the
hedger, hopes to profit from fluctuations in prevailing interest rates or
currency exchange rates.

Global Aggressive Bond Fund's Futures transactions will be entered into for
traditional hedging purposes; that is, Futures Contracts will be sold to protect
against a decline in the price of securities or currencies that the Fund

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<PAGE>

owns, or Futures Contracts will be purchased to protect the Fund against an
increase in the price of securities or currencies it has committed to purchase
or expects to purchase.

"Margin" with respect to Futures Contracts is the amount of funds that must
be deposited by Global Aggressive Bond Fund, in a segregated account with the
Fund' custodian, in order to initiate Futures trading and to maintain the Fund's
open positions in Futures Contracts. A margin deposit made when the Futures
Contract is entered into ("initial margin") is intended to assure Global
Aggressive Bond Fund's performance of the Futures Contract. The margin required
for a particular Futures Contract is set by the exchange on which the Futures
Contract is traded, and may be modified significantly from time to time by the
exchange during the term of the Futures Contract. Futures Contracts customarily
are purchased and sold on margins that may range upward from less than 5% of the
value of the Futures Contract being traded.

If the price of an open Futures Contract changes (by increase in the case
of a sale or by decrease in the case of a purchase) so that the loss on the
Futures Contract reaches a point at which the margin on deposit does not satisfy
margin requirements, the broker will require an increase in the margin deposit
("margin variation"). If the value of a position increases because of favorable
price changes in the Futures Contract so that the margin deposit exceeds the
required margin, however, the broker will pay the excess to Global Aggressive
Bond Fund. In computing daily net asset values, the Fund will mark to market the
current value of its open Futures Contracts. Global Aggressive Bond Fund expects
to earn interest income on its margin deposits.

Risks of Using Futures Contracts. The prices of Futures Contracts are
volatile and are influenced, among other things, by actual and anticipated
changes in interest rates, which in turn are affected by fiscal and monetary
policies and national and international political and economic events.

There is a risk of imperfect correlation between changes in prices of
Futures Contracts and prices of the securities or currencies in Global
Aggressive Bond Fund's portfolio being hedged. The degree of imperfection of
correlation depends upon circumstances such as: variations in speculative market
demand for Futures and for debt securities or currencies, including technical
influences in Futures trading; and differences between the financial instruments
being hedged and the instruments underlying the standard Futures Contracts
available for trading, with respect to interest rate levels, maturities, and
creditworthiness of issuers. A decision of whether, when, and how to hedge
involves skill and judgment, and even a well-conceived hedge may be unsuccessful
to some degree because of unexpected market behavior or interest rate trends.

Because of the low margin deposits required, Futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the Futures Contract is deposited as margin, a subsequent 10%
decrease in the value of the Futures Contract would result in a total loss of
the margin deposit, before any deduction for the transaction costs, if the
account were then closed out. A 15% decrease would result in a loss of 150% of
the original margin deposit, if the Contract were closed out. Thus, a purchase
or sale of a Futures Contract may result in losses in excess of the amount
invested in the Futures Contract. However, Global Aggressive Bond Fund
presumably would have sustained comparable losses if, instead of the Futures
Contract, it had invested in the underlying financial instrument and sold it
after the decline.

Furthermore, in the case of a Futures Contract purchase, in order to be
certain that Global Aggressive Bond Fund has sufficient assets to satisfy its
obligations under a Futures Contract, the Fund sets aside and commits to back
the Futures Contract an amount of cash, U.S. government securities and other
liquid, high grade debt securities equal in value to the current value of the
underlying instrument less margin deposit.

In the case of a Futures contract sale, Global Aggressive Bond Fund either
will set aside amounts, as in the case of a Futures Contract purchase, own the
security underlying the contract or hold a call option permitting the Fund to
purchase the same Futures Contract at a price no higher than the contract price.
Assets used as cover cannot be sold while the position in the corresponding
Futures Contract is open, unless they are replaced with similar assets. As a
result, the commitment of a significant portion of Global Aggressive Bond Fund's
assets to cover could impede portfolio management or the Fund's ability to meet
redemption requests or other current obligations.

Most U.S. Futures exchanges limit the amount of fluctuation permitted in
Futures Contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a Futures Contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of Futures Contract,
no trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit

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potential losses, because the limit may prevent the liquidation of unfavorable
positions. Futures Contract prices occasionally have moved to the daily limit
for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of Futures positions and subjecting some Futures
traders to substantial losses.

Options on Futures Contracts. Options on Futures Contracts are similar to
options on securities or currencies except that options on Futures Contracts
give the purchaser the right, in return for the premium paid, to assume a
position in a Futures Contract (a long position if the option is a call and a
short position if the option is a put), rather than to purchase or sell the
Futures Contract, at a specified exercise price at any time during the period of
the option. Upon exercise of the option, the delivery of the Futures position by
the writer of the option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writer's Futures margin account which
represents the amount by which the market price of the Futures Contract, at
exercise, exceeds (in the case of a call) or is less than (in the case of a put)
the exercise price of the option on the Futures Contract. If an option is
exercised on the last trading day prior to the expiration date of the option,
the settlement will be made entirely in cash equal to the difference between the
exercise price of the option and the closing level of the securities, currencies
or index upon which the Futures Contracts are based on the expiration date.
Purchasers of options who fail to exercise their options prior to the exercise
date suffer a loss of the premium paid.

As an alternative to purchasing call and put options on Futures, Global
Aggressive Bond Fund may purchase call and put options on the underlying
securities or currencies themselves. Such options would be used in a manner
identical to the use of options on Futures Contracts.

To reduce or eliminate the leverage then employed by Global Aggressive Bond
Fund, or to reduce or eliminate the hedge position then currently held by the
Fund, the Fund may seek to close out an option position by selling an option
covering the same securities or contract and having the same exercise price and
expiration date. Trading in options on Futures Contracts began relatively
recently. The ability to establish and close out positions on such options will
be subject to the development and maintenance of a liquid secondary market. It
is not certain that this market will develop.

Forward Currency Contracts and Options on Currency. A forward currency
contract ("Forward Contract") is an obligation, generally arranged with a
commercial bank or other currency dealer, to purchase or sell a currency against
another currency at a future date and price as agreed upon by the parties.
Global Aggressive Bond Fund may accept or make delivery of the currency at the
maturity of the Forward Contract or, prior to maturity, enter into a closing
transaction involving the purchase or sale of an offsetting contract. Global
Aggressive Bond Fund will utilize Forward Contracts only on a covered basis.
Global Aggressive Bond Fund engages in forward currency transactions in
anticipation of, or to protect itself against, fluctuations in exchange rates.
Global Aggressive Bond Fund might sell a particular foreign currency forward,
for example, when it holds bonds denominated in a foreign currency but
anticipates, and seeks to be protected against, a decline in the currency
against the U.S. dollar. Similarly, Global Aggressive Bond Fund might sell the
U.S. dollar forward when it holds bonds denominated in U.S. dollars but
anticipates, and seeks to be protected against, a decline in the U.S. dollar
relative to other currencies. Further, Global Aggressive Bond Fund might
purchase a currency forward to "lock in" the price of securities denominated in
that currency which it anticipates purchasing.

Forward Contracts are transferable in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A Forward Contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. Global Aggressive Bond Fund
will enter into such Forward Contracts with major U.S. or foreign banks and
securities or currency dealers in accordance with guidelines approved by Income
Fund's Board of Directors.

Global Aggressive Bond Fund may enter into Forward Contracts either with
respect to specific transactions or with respect to the Fund's portfolio
positions. The precise matching of the Forward Contract amounts and the value of
specific securities generally will not be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the Forward Contract
is entered into and the date it matures. Accordingly, it may be necessary for
Global Aggressive Bond Fund to purchase additional foreign currency on the spot
(i.e., cash) market (and bear the expense of such purchase) if the market value
of the security is less than the amount of foreign currency the Fund is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot market some of the foreign currency Global Aggressive Bond Fund is
obligated to deliver. The projection of short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Forward Contracts involve the risk

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<PAGE>

that anticipated currency movements will not be predicted accurately, causing
Global Aggressive Bond Fund to sustain losses on these Contracts and transaction
costs. Forward Contracts may be considered illiquid investments.

At or before the maturity of a Forward Contract requiring the Fund to sell
a currency, Global Aggressive Bond Fund either may sell a portfolio security and
use the sale proceeds to make delivery of the currency or retain the security
and offset its contractual obligation to deliver the currency by purchasing a
second contract pursuant to which the Fund will obtain, on the same maturity
date, the same amount of the currency which it is obligated to deliver.
Similarly, Global Aggressive Bond Fund may close out a Forward Contract
requiring it to purchase a specified currency by entering into a second Contract
entitling it to sell the same amount of the same currency on the maturity date
of the first Contract. Global Aggressive Bond Fund would realize a gain or loss
as a result of entering into such an offsetting Forward Contract under either
circumstance to the extent the exchange rate or rates between the currencies
involved moved between the execution dates of the first Contract and the
offsetting Contract.

The cost to Global Aggressive Bond Fund of engaging in Forward Contracts
varies with factors such as the currencies involved, the length of the contract
period and the market conditions then prevailing. Because Forward Contracts
usually are entered into on a principal basis, no fees or commissions are
involved. The use of Forward Contracts does not eliminate fluctuations in the
prices of the underlying securities the Fund owns or intends to acquire, but it
does establish a rate of exchange in advance. In addition, while Forward
Contracts limit the risk of loss due to a decline in the value of the hedged
currencies, they also limit any potential gain that might result should the
value of the currencies increase. Although Forward Contracts presently are not
regulated by the CFTC, the CFTC, in the future, may assert authority to regulate
Forward Contracts. In that event, Global Aggressive Bond Fund's ability to
utilize Forward Contracts in the manner set forth above may be restricted.

Interest Rate and Currency Swaps. Global Aggressive Bond Fund usually will
enter into interest rate swaps on a net basis if the contract so provides, that
is, the two payment streams are netted out in a cash settlement on the payment
date or dates specified in the instrument, with the Fund receiving or paying, as
the case may be, only the net amount of the two payments. Inasmuch as swaps,
caps, floors and collars are entered into for good faith hedging purposes, the
Sub-Adviser, MFR and Global Aggressive Bond Fund believe that they do not
constitute senior securities under the 1940 Act if appropriately covered and,
thus, will not treat them as being subject to the Fund's borrowing restrictions.
Global Aggressive Bond Fund will not enter into any swap, cap, floor, collar or
other derivative transaction unless, at the time of entering into the
transaction, the unsecured long-term debt rating of the counterparty combined
with any credit enhancements is rated at least A by Moody's Investors Service,
Inc. ("Moody's") or Standard & Poor's Ratings Group ("S&P") or has an equivalent
rating from a nationally recognized statistical rating organization or is
determined to be of equivalent credit quality by the Sub-Adviser and MFR. If a
counterparty defaults, Global Aggressive Bond Fund may have contractual remedies
pursuant to the agreements related to the transactions. The swap market has
grown substantially in recent years, with a large number of banks and investment
banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, the swap market has become relatively liquid.
Caps, floors and collars are more recent innovations for which standardized
documentation has not yet been fully developed and, for that reason, they are
less liquid than swaps.

Risk Factors

Emerging Countries. Global Aggressive Bond Fund may invest in debt
securities in emerging markets. Investing in securities in emerging countries
may entail greater risks than investing in debt securities in developed
countries. These risks include (i) less social, political and economic
stability; (ii) the small current size of the markets for such securities and
the currently low or nonexistent volume of trading, which result in a lack of
liquidity and in greater price volatility; (iii) certain national policies which
may restrict the Fund's investment opportunities, including restrictions on
investment in issuers or industries deemed sensitive to national interests; (iv)
foreign taxation; and (v) the absence of developed structures governing private
or foreign investment or allowing for judicial redress for injury to private
property.

Political and Economic Risks. Investing in securities of non-U.S. companies
may entail additional risks due to the potential political and economic
instability of certain countries and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign
investment and on repatriation of capital invested. In the

15
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event of such expropriation, nationalization or other confiscation by any
country, the Fund could lose its entire investment in any such country.

An investment in Global Aggressive Bond Fund is subject to the political
and economic risks associated with investments in emerging markets. Even though
opportunities for investment may exist in emerging markets, any change in the
leadership or policies of the governments of those countries or in the
leadership or policies of any other government which exercises a significant
influence over those countries, may halt the expansion of or reverse the
liberalization of foreign investment policies now occurring and thereby
eliminate any investment opportunities which may currently exist.

Investors should note that upon the accession to power of authoritarian
regimes, the governments of a number of emerging market countries previously
expropriated large quantities of real and personal property similar to the
property which will be represented by the securities purchased by Global
Aggressive Bond Fund. The claims of property owners against those governments
were never finally settled. There can be no assurance that any property
represented by securities purchased by Global Aggressive Bond Fund will not also
be expropriated, nationalized, or otherwise confiscated. If such confiscation
were to occur, the Fund could lose a substantial portion of its investments in
such countries. Global Aggressive Bond Fund's investments would similarly be
adversely affected by exchange control regulation in any of those countries.

Religious and Ethnic Instability. Certain countries in which Global
Aggressive Bond Fund may invest may have vocal minorities that advocate radical
religious or revolutionary philosophies or support ethnic independence. Any
disturbance on the part of such individuals could carry the potential for
wide-spread destruction or confiscation of property owned by individuals and
entities foreign to such country and could cause the loss of Global Aggressive
Bond Fund's investment in those countries.

Foreign Investment Restrictions. Certain countries prohibit or impose
substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as Global Aggressive Bond Fund.
As illustrations, certain countries require governmental approval prior to
investments by foreign persons, or limit the amount of investment by foreign
persons in a particular company, or limit the investments by foreign persons to
only a specific class of securities of a company that may have less advantageous
terms than securities of the company available for purchase by nationals.
Moreover, the national policies of certain countries may restrict investment
opportunities in issuers or industries deemed sensitive to national interests.
In addition, some countries require governmental approval for the repatriation
of investment income, capital or the proceeds of securities sales by foreign
investors. Global Aggressive Bond Fund could be adversely affected by delays in,
or a refusal to grant, any required governmental approval for repatriation, as
well as by the application to it of other restrictions on investments.

Non-Uniform Corporate Disclosure Standards and Governmental Regulation.
Foreign companies are subject to accounting, auditing and financial standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. companies. In particular, the assets, liabilities and profits appearing
on the financial statements of such a company may not reflect its financial
position or results of operations in the way they would be reflected had such
financial statements been prepared in accordance with U.S. generally accepted
accounting principles. Most of the securities held by Global Aggressive Bond
Fund will not be registered with the SEC or regulators of any foreign country,
nor will the issuers thereof be subject to the SEC's reporting requirements.
Thus, there will be less available information concerning foreign issuers of
securities held by Global Aggressive Bond Fund than is available concerning U.S.
issuers. In instances where the financial statements of an issuer are not deemed
to reflect accurately the financial situation of the issuer, the Sub-Adviser and
MFR will take appropriate steps to evaluate the proposed investment, which may
include on-site inspection of the issuer, interviews with its management and
consultations with accountants, bankers and other specialists. There is
substantially less publicly available information about foreign companies than
there are reports and ratings published about U.S. companies and the U.S.
Government. In addition, where public information is available, it may be less
reliable than such information regarding U.S. issuers.

Currency Fluctuations. Because Global Aggressive Bond Fund, under normal
circumstances, may invest substantial portions of its total assets in the
securities of foreign issuers which are denominated in foreign currencies, the
strength or weakness of the U.S. dollar against such foreign currencies will
account for part of the Fund' investment performance. A decline in the value of
any particular currency against the U.S. dollar will cause a decline in the U.S.
dollar value of Global Aggressive Bond Fund's holdings of securities denominated
in such

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currency and, therefore, will cause an overall decline in the Fund's net asset
value and any net investment income and capital gains to be distributed in U.S.
dollars to shareholders of the Fund.

The rate of exchange between the U.S. dollar and other currencies is
determined by several factors including the supply and demand for particular
currencies, central bank efforts to support particular currencies, the movement
of interest rates, the pace of business activity in certain other countries and
the U.S., and other economic and financial conditions affecting the world
economy.

Although Global Aggressive Bond Fund values its assets daily in terms of
U.S. dollars, the Fund does not intend to convert holdings of foreign currencies
into U.S. dollars on a daily basis. Global Aggressive Bond Fund will do so from
time to time, and investors should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference ("spread") between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to sell
a foreign currency to Global Aggressive Bond Fund at one rate, while offering a
lesser rate of exchange should the Fund desire to sell that currency to the
dealer.

Adverse Market Characteristics. Securities of many foreign issuers may be
less liquid and their prices more volatile than securities of comparable U.S.
issuers. In addition, foreign securities exchanges and brokers generally are
subject to less governmental supervision and regulation than in the U.S. and
foreign securities exchange transactions usually are subject to fixed
commissions, which generally are higher than negotiated commissions on U.S.
transactions. In addition, foreign securities exchange transactions may be
subject to difficulties associated with the settlement of such transactions.
Delays in settlement could result in temporary periods when assets of Global
Aggressive Bond Fund are uninvested and no return is earned thereon. The
inability of Global Aggressive Bond Fund to make intended security purchases due
to settlement problems could cause it to miss attractive opportunities.
Inability to dispose of a portfolio security due to settlement problems either
could result in losses to Global Aggressive Bond Fund due to subsequent declines
in value of the portfolio security or, if the Fund has entered into a contract
to sell the security, could result in possible liability to the purchaser. The
Sub-Adviser and MFR will consider such difficulties when determining the
allocation of the Fund's assets, although the Sub-Adviser and MFR do not believe
that such difficulties will have a material adverse effect on the Fund's
portfolio trading activities.

Non-U.S. Withholding Taxes. Global Aggressive Bond Fund's income and gains
from foreign issuers may be subject to non-U.S. withholding or other taxes,
thereby reducing the Fund's income and gains.

Security Tax-Exempt Fund

The investment objective of Tax-Exempt Fund is to obtain as high a level of
interest income exempt from federal income taxes as is consistent with
preservation of stockholders' capital. Tax-Exempt Fund attempts to achieve its
objective by investing primarily in debt securities, the interest on which is
exempt from federal income taxes under the Internal Revenue Code including the
alternative minimum tax. There is no assurance that Tax-Exempt Fund's objective
will be achieved. Although there is no present intention to do so, the Fund's
investment objective may be changed by the board of directors without
stockholder approval.

The tax-exempt securities in which Tax-Exempt Fund invests include debt
obligations issued by or on behalf of the states, territories and possessions of
the United States, the District of Columbia, and their political subdivisions,
agencies, authorities and instrumentalities, including multi-state agencies or
authorities. These securities are referred to as "municipal securities" and are
described in more detail below.

Tax-Exempt Fund's investments in municipal securities are limited to
securities of "investment grade" quality, that is securities rated within the
four highest rating categories of Moody's (Aaa, Aa, A, Baa) or S&P (AAA, AA, A,
BBB), except that the Fund may purchase unrated municipal securities (i) where
the securities are guaranteed as to principal and interest by the full faith and
credit of the U.S. government or are short-term municipal securities (those
having a maturity of less than one year) of issuers having outstanding at the
time of purchase an issue of municipal bonds having one of the four highest
ratings, or (ii) where, in the opinion of the Investment Manager, the unrated
municipal securities are comparable in quality to those within the four highest
ratings. However, Tax-Exempt Fund will not purchase an unrated municipal
security (other than a security described in (i) above) if, after such purchase,
more than 20% of the Fund's total assets would be invested in such unrated
municipal securities.

With respect to rated securities, there is no percentage limitation on the
amount of Tax-Exempt Fund's assets which may be invested in securities within
any particular rating classification. A description of the ratings is

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<PAGE>

contained in Appendix B to the Prospectus. Baa securities are considered "medium
grade" obligations by Moody's, and BBB is the lowest classification which is
still considered an "investment grade" rating by S&P. Baa securities are
described by Moody's as obligations on which "interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time."
According to Moody's, "such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well." The ratings of Moody's
and S&P represent their respective opinions of the quality of the securities
they undertake to rate and such ratings are general and are not absolute
standards of quality.

Although Tax-Exempt Fund invests primarily in municipal bonds with
maturities greater than one year, it also will invest for various purposes in
short-term (maturity equal to or less than one year) securities which, to the
extent practicable, will be short-term municipal securities. (See "Municipal
Securities," below.) Short-term investments may be made, pending investment of
funds in municipal bonds, in order to maintain liquidity to meet redemption
requests, or to maintain a temporary "defensive" investment position when, in
the opinion of the Investment Manager, it is advisable to do so on account of
current or anticipated market conditions. Except when in a temporary "defensive"
position, investments in short-term municipal securities will represent less
than 20% of the Fund's total assets.

From time to time, on a temporary basis, Tax-Exempt Fund may invest in
fixed-income obligations on which the interest is subject to federal income tax.
Except when the Fund is in a temporary "defensive" investment position, it will
not purchase a taxable security if, as a result, more than 20% of its total
assets would be invested in taxable securities. This limitation is a fundamental
policy of Tax-Exempt Fund, and may not be changed without a majority vote of the
Fund's outstanding securities. Temporary taxable investments of the Fund may
consist of obligations issued or guaranteed by the U.S. government or its
agencies or instrumentalities, commercial paper rated A-1 by S&P or Prime-1 by
Moody's, corporate obligations rated AAA or AA by S&P or Aaa or Aa by Moody's,
certificates of deposit or bankers' acceptances of domestic banks or thrifts
with at least $2 billion in assets, or repurchase agreements with such banks or
with broker/dealers. Tax-Exempt Fund may invest its assets in bank demand
accounts, pending investment in other securities or to meet potential
redemptions or expenses. Repurchase agreements may be entered into with respect
to any securities eligible for investment by the Fund, including municipal
securities.

Tax-Exempt Fund may invest in repurchase agreements which are agreements by
which a purchaser (e.g., Tax-Exempt Fund) acquires a security and simultaneously
commits to resell that security to the seller (a bank or broker/dealer) at an
agreed upon price on an agreed upon date within a number of days (usually not
more than seven) from the date of purchase. Income earned by the Fund on
repurchase agreements is not exempt from federal income tax even if the
transaction involves municipal securities. Tax-Exempt Fund may not enter into a
repurchase agreement having more than seven days remaining to maturity if, as a
result, such agreements, together with any other securities which are illiquid
or not readily marketable, would exceed 10% of the net assets of the Fund. See
the discussion of repurchase agreements under "Investment Methods and Risk
Factors."

Tax-Exempt Fund may borrow money from banks as a temporary measure for
emergency purposes or to facilitate redemption requests. Borrowing is discussed
in more detail under "Investment Methods and Risk Factors." Pending investment
in securities or to meet potential redemptions, the Fund may invest in
certificates of deposit, bank demand accounts and high quality money market
instruments.

See Appendix B to the prospectus for a further description of Moody's and
S&P ratings relating to municipal securities. As noted earlier, when Tax-Exempt
Fund is in a temporary "defensive" position, there is no limit on its
investments in short-term municipal securities and taxable securities.

Municipal Securities

Municipal Bonds. Municipal bonds are debt obligations which generally have
a maturity at the time of issue in excess of one year. They are issued to obtain
funds for various public purposes, including construction of a wide range of
public facilities such as bridges, highways, housing, hospitals, mass
transportation, schools, streets, and water and sewer works. Other public
purposes for which municipal bonds may be issued include the refunding of
outstanding obligations, obtaining funds for general operating expenses and
obtaining funds to loan to other public institutions and facilities. In
addition, certain types of industrial development bonds and other private
activity bonds are issued by or on behalf of public authorities to obtain funds
to provide for privately-operated housing facilities, and certain facilities for
water supply, gas, electricity or sewage or solid waste disposal.

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<PAGE>

The two principal classifications of municipal bonds are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable only from the revenues derived
from a particular facility or class of facilities, or, in some cases, from the
proceeds of a special excise or specific revenue source. Industrial development
bonds which pay tax-exempt interest are in most cases revenue bonds and do not
generally carry the pledge of the full faith and credit of the issuer of such
bonds. The payment of the principal and interest on such industrial development
bonds depends solely on the ability of the user of the facilities financed by
the bonds to meet its financial obligations and the pledge, if any, of real and
personal property so financed as security for such payment. Tax-Exempt Fund will
not invest more than 5% of its net assets in securities where the principal and
interest are the responsibility of an industrial user which has, including
predecessors, less than three years' operational history.

There are, depending on numerous factors, variations in the risks involved
in holding municipal securities, both within a particular rating classification
and between classifications. The market values of outstanding municipal bonds
will vary as a result of the rating of the issue and changing evaluations of the
ability of the issuer to meet interest and principal payments. Such market
values will also change in response to changes in the interest rates payable on
new issues of municipal bonds. Should such interest rates rise, the values of
outstanding bonds, including those held in Tax-Exempt Fund's portfolio, would
decline; should such interest rates decline, the values of outstanding bonds
would increase.

As a result of litigation or other factors, the power or ability of issuers
of municipal securities to pay principal and/or interest might be adversely
affected. Municipal securities are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the Federal Bankruptcy Code, and laws, if any, which may be enacted by
Congress or state legislatures extending the time for payment of principal or
interest or both, or imposing other constraints upon enforcement of such
obligations or upon the power of municipalities to levy taxes.

Tax-Exempt Fund may invest without percentage limitations in issues of
municipal securities which have similar characteristics, such as the location of
their issuers in the same geographic region or the derivation of interest
payments from revenues on similar projects (for example, electric utility
systems, hospitals, or housing finance agencies). Thus, Tax-Exempt Fund may
invest more than 25% of its total assets in securities issued in a single state.
However, it may not invest more than 25% of its total assets in one industry.
(See "Investment Policy Limitations," page 24.) Consequently, the Fund's
portfolio of municipal securities may be more susceptible to the risks of
adverse economic, political, or regulatory developments than would be the case
with a portfolio of securities required to be more diversified as to geographic
region and/or source of revenue.

Interest on certain types of private activity bonds (for example,
obligations to finance certain exempt facilities which may be leased to or used
by persons other than the issuer) will not be exempt from federal income tax
when received by "substantial users" or persons related to "substantial users"
as defined in the Internal Revenue Code. The term "substantial user" generally
includes any "non-exempt person" who regularly uses in trade or business a part
of a facility financed from the proceeds of private activity bonds. Tax-Exempt
Fund may invest periodically in private activity bonds and, therefore, may not
be an appropriate investment for entities which are substantial users of
facilities financed by those bonds or "related persons" of substantial users.
Generally, an individual will not be a related person of a substantial user
under the Code unless the person or his immediate family (spouse, brothers,
sisters and lineal descendants) directly or indirectly owns in the aggregate
more than 50% in value of the equity of the substantial user.

From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the federal income tax exemption for
interest on future issues of municipal securities. It can be expected that
similar proposals may be introduced in the future. If such a proposal were
enacted, the availability of municipal securities for investment by Tax-Exempt
Fund and the value of the Fund's portfolio would be affected. In that event, the
Directors would reevaluate the Fund's investment objective and policies.

When-Issued Purchases. From time to time, in the ordinary course of
business, Tax-Exempt Fund may purchase municipal securities on a when-issued or
delayed delivery basis--i.e., delivery and payment can take place a month or
more after the date of the transactions. Securities so purchased are subject to
market fluctuation and no interest accrues to the purchaser during this period.
At the time the Fund makes the commitment to purchase a municipal security on a
when-issued or delayed delivery basis, it will record the transaction and
thereafter reflect the value, each day, of the security in determining its net
asset value. Tax-Exempt Fund will also

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<PAGE>

establish a segregated account with its custodian bank in which it will maintain
cash, U.S. Government securities or other appropriate high grade liquid debt
securities equal in value to commitments for such when-issued or delayed
delivery securities. Tax-Exempt Fund does not believe that its net asset value
or income will be adversely affected by its purchase of municipal securities on
a when-issued or delayed delivery basis. Upon the settlement date of the
when-issued securities, the Fund ordinarily will meet its obligation to purchase
the securities from available cash flow, use of the cash (or liquidation of
securities) held in the segregated account or sale of other securities. Although
it would not normally expect to do so, the Fund also may meet its obligation
from the sale of the when-issued securities themselves (which may have a current
market value greater or less than the Fund's payment obligation). Sale of
securities to meet such obligations carries with it a greater potential for the
realization of net capital gains, which are not exempt from federal income tax.

Puts or Stand-by Commitments. Tax-Exempt Fund may purchase, from banks or
broker/dealers, municipal securities together with the right to resell the
securities to the seller at an agreed-upon price or yield within a specified
period prior to the maturity date of the securities. Such a right to resell is
commonly known as a "put" and is also referred to as a "stand-by commitment" on
the part of the seller. The price which the Fund pays for the municipal
securities with puts generally is higher than the price which otherwise would be
paid for the municipal securities alone. Tax-Exempt Fund uses puts for liquidity
purposes in order to permit it to remain more fully invested in municipal
securities than would otherwise be the case by providing a ready market for
certain municipal securities in its portfolio at an acceptable price. The put
generally is for a shorter term than the maturity of the municipal security and
does not restrict in any way the Fund's ability to dispose of (or retain) the
municipal security.

In order to ensure that the interest on municipal securities subject to
puts is tax-exempt to the Fund, it will limit its use of puts in accordance with
current interpretations or rulings of the Internal Revenue Service (IRS). The
IRS has issued a ruling (Rev. Rul. 82-144) in which it determined that a
regulated investment company was the owner, for tax purposes, of municipal
securities subject to puts (with the result that interest on those securities
would not lose its tax-exempt status when paid to the company). The IRS position
in Rev. Rul. 82-144 relates to a particular factual situation, in which (i) the
price paid for the puts was in addition to the price of the municipal securities
subject to the puts, (ii) the puts established the price at which the seller
must repurchase the securities, (iii) the puts were nonassignable and terminated
upon disposal of the underlying securities by the Fund, (iv) the puts were for
periods substantially less than the terms of the underlying securities, (v) the
puts did not include call arrangements or restrict the disposal of the
underlying securities by the Fund and gave the seller no rights in the
underlying securities, and (vi) the securities were acquired by the Fund for its
own account and not as security for a loan from the seller.

Because it is difficult to evaluate the likelihood of exercise or the
potential benefit of a put, puts will be determined to have a "value" of zero,
regardless of whether any direct or indirect consideration was paid. Amounts
paid by Tax-Exempt Fund for a put will be reflected as unrealized depreciation
in the underlying security for the period during which the commitment is held,
and therefore will reduce any potential gains on the sale of the underlying
security by the cost of the put. There is a risk that the seller of the put may
not be able to repurchase the security upon exercise of the put by the Fund.

Short-Term Municipal Securities. Although Tax-Exempt Fund's portfolio
generally will consist primarily of municipal bonds, for liquidity purposes, and
from time to time for defensive purposes, a portion of its assets may be
invested in short-term municipal securities (i.e., those with less than one year
remaining to maturity).

Short-term municipal securities consist of short-term municipal notes and
short-term municipal loans and obligations, including municipal paper, master
demand notes and variable-rate demand notes. Short-term municipal notes include
tax anticipation notes (notes issued in anticipation of the receipt of tax
funds), bond anticipation notes (notes issued in anticipation of receipt of the
proceeds of bond placements), revenue anticipation notes (notes issued in
anticipation of the receipt of revenues other than taxes or bond placements),
and project notes (obligations of municipal housing agencies on which the
payment of principal and interest ordinarily is backed by the full faith and
credit of the U.S. government). Municipal paper typically consists of the very
short-term unsecured negotiable promissory notes of municipal issuers.

The Fund may invest in tax-exempt master demand notes. A municipal master
demand note is an arrangement under which the Fund participates in a note
agreement between a bank acting on behalf of its clients and a municipal
borrower, whereby amounts maintained by the Fund in an account with the bank are
provided to the municipal borrower and payments of interest and principal on the
note are credited to the Fund's account.

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<PAGE>

Interest rates on master demand notes typically are tied to market interest
rates, and therefore may fluctuate daily. The amounts borrowed under these notes
may be repaid at any time by the borrower without penalty, and must be repaid
upon the demand of Tax-Exempt Fund.

Tax-Exempt Fund may also invest in variable-rate demand notes.
Variable-rate demand notes are tax-exempt obligations which are payable by the
municipal issuer at par value plus accrued interest on demand by the Fund
(generally with three to ten days' notice). If no demand is made, the note will
mature on a specified date from one to thirty years from its issuance. Payment
on the note may be backed by a stand-by letter of credit. The yield on a
variable rate demand note is adjusted automatically to reflect a particular
market rate (which may not be the same market rate as that applicable to a
master demand note). Variable-rate demand notes typically are callable by the
issuer prior to maturity.

Where short-term municipal securities are rated, the Tax-Exempt Fund will
limit its investments to "high quality" short-term securities. For short-term
municipal notes this includes ratings of AA or better by S&P or MIG 2 or better
by Moody's; for municipal paper this includes A-2 or better by S&P or Prime-2 or
better by Moody's. Unrated short-term municipal securities will be included
within the Fund's overall limitation on investments in unrated municipal
securities. This limitation provides that not more than 20% of Tax-Exempt Fund's
total assets may be invested in unrated municipal securities, exclusive of
unrated securities which are guaranteed as to principal and interest by the full
faith and credit of the U.S. government or are issued by an issuer having
outstanding an issue of municipal bonds within one of the four highest ratings
classifications.

Tax-Exempt Fund also may engage to a limited extent in portfolio trading
consistent with its investment objective. Securities may be sold in anticipation
of a market decline (a rise in interest rates) or purchased in anticipation of a
market rise (a decline in interest rates) and later sold. In addition, a
security may be sold and another of comparable quality purchased at
approximately the same time to take advantage of what the Fund believes to be a
temporary disparity in the normal yield relationship between the two securities.
These yield disparities may occur for reasons not directly related to the
investment quality of a particular issue or the general movement of interest
rates, such as changes in the overall demand for, or supply of, various types of
municipal securities.

Security Cash Fund

The investment objective of Cash Fund is to seek as high a level of current
income as is consistent with preservation of capital and liquidity. No
assurances can be given that Cash Fund will achieve its objective. The Fund will
attempt to achieve its objective by investing at least 95% of its total assets,
measured at the time of investment, in a diversified portfolio of highest
quality money market instruments. Cash Fund may also invest up to 5% of its
total assets, measured at the time of investment, in money market instruments
that are in the second-highest rating category for short-term debt obligations.
Money market instruments in which Cash Fund may invest consist of the following:

U.S. Government Securities. Obligations issued or guaranteed (as to
principal or interest) by the United States Government or its agencies (such as
the Small Business Administration, the Federal Housing Administration and
Government National Mortgage Association) or instrumentalities (such as Federal
Home Loan Banks and Federal Land Banks) and instruments fully collateralized
with such obligations.

Bank Obligations. Obligations of banks or savings and loan associations
that are members of the Federal Deposit Insurance Corporation and instruments
fully collateralized with such obligations.

Corporate Obligations. Commercial paper issued by corporations and rated
Prime-1 or Prime-2 by Moody's, or A-1 or A-2 by S&P, or other corporate debt
instruments rated Aaa or Aa or better by Moody's or AAA or AA or better by S&P,
subject to the limitations on investment in instruments in the second-highest
rating category, discussed below.

Cash Fund may invest in certificates of deposit issued by banks or other
bank demand accounts, pending investment in other securities or to meet
potential redemptions or expenses.

Cash Fund may invest only in U.S. dollar denominated money market
instruments that present minimal credit risk and, with respect to 95% of its
total assets, measured at the time of investment, that are of the highest
quality. The Investment Manager will determine whether a security presents
minimal credit risk under procedures adopted by the Fund's Board of Directors. A
security will be considered to be highest quality (1) if rated in the highest
rating category, (e.g., Aaa or Prime-1 by Moody's or AAA or A-1 by S&P) by (i)
any two nationally recognized statistical rating organizations ("NRSRO's") or,
(ii) if rated by only one NRSRO, by that NRSRO, and whose acquisition is
approved or ratified by the Board of Directors; (2) if issued by an issuer that
has short-term debt obligations of comparable maturity, priority, and security
and that are rated in the highest rating category by (i) any two NRSRO's or,
(ii) if rated by only one NRSRO, by that NRSRO, and whose

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<PAGE>

acquisition is approved or ratified by the Board of Directors; or (3) an unrated
security that is of comparable quality to a security in the highest rating
category as determined by the Investment Manager and whose acquisition is
approved or ratified by the Board of Directors. With respect to 5% of its total
assets, measured at the time of investment, Cash Fund may also invest in money
market instruments that are in the second-highest rating category for short-term
debt obligations (e.g., rated Aa or Prime-2 by Moody's or AA or A-2 by S&P). A
money market instrument will be considered to be in the second-highest rating
category under the criteria described above with respect to instruments
considered highest quality, as applied to instruments in the second-highest
rating category. See Appendix A to the Prospectus for a description of the
principal types of securities and instruments in which the Fund will invest as
well as a description of the above mentioned ratings.

Cash Fund may not invest more than 5% of its total assets, measured at the
time of investment, in the securities of any one issuer that are of the highest
quality or more than the greater of 1% of its total assets or $1,000,000,
measured at the time of investment, in securities of any one issuer that are in
the second-highest rating category, except that these limitations shall not
apply to U.S. Government securities. The Fund may exceed the 5% limitation for
up to three business days after the purchase of the securities of any one issuer
that are of the highest quality, provided that the Fund does not have
outstanding at any time more than one such investment. In the event that an
instrument acquired by Cash Fund is downgraded, the Investment Manager, under
procedures approved by the Board of Directors, (or the Board of Directors itself
if the Investment Manager becomes aware that a security has been downgraded
below the second-highest rating category and the Investment Manager does not
dispose of the security within five business days) shall promptly reassess
whether such security presents minimal credit risk and determine whether or not
to retain the instrument. In the event that an instrument acquired by Cash Fund
ceases to be of the quality that is eligible for the Fund, the Fund shall
promptly dispose of the instrument in an orderly manner unless the Board of
Directors determines that this would not be in the best interests of the Fund.

Cash Fund may acquire one or more of the above types of securities subject
to repurchase agreements. A repurchase transaction involves a purchase by the
Fund of a security from a selling financial institution, such as a bank, savings
and loan association or broker/dealer, which agrees to repurchase such security
at a specified price and at a fixed time in the future, usually not more than
seven days from the date of purchase. Not more than 10% of Cash Fund's total
assets will be invested in illiquid assets, which include repurchase agreements
with maturities of over seven days. See the discussion of repurchase agreements
under "Investment Methods and Risk Factors."

Cash Fund may borrow money from banks as a temporary measure for emergency
purposes or to facilitate redemption requests. Borrowing is discussed in more
detail under "Investment Methods and Risk Factors." Pending investment in
securities or to meet potential redemptions, the Fund may invest in certificates
of deposit, bank demand accounts and high quality money market instruments.

Rule 144A Securities. Certain of the securities acquired by Cash Fund may
be restricted as to disposition under federal securities laws, provided that
such restricted securities are eligible for resale to qualified institutional
investors pursuant to Rule 144A under the Securities Act of 1933. Rule 144A was
adopted by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act") in 1990. It provides a
nonexclusive safe harbor exemption from the registration requirements of the
Securities Act for the resale of certain securities to certain qualified buyers.
One of the primary purposes of the Rule is to create some resale liquidity for
certain securities that would otherwise be treated as illiquid investments. In
accordance with Cash Fund's policies, the Fund is not permitted to invest more
than 10% of its total net assets in illiquid securities.

Rule 144A permits the resale to "qualified institutional buyers" of
"restricted securities" that, when issued, were not of the same class as
securities listed on a U.S. securities exchange or quoted in the National
Association of Securities Dealers Automated Quotation System (the "Rule 144A
Securities"). A "qualified institutional buyer" is defined by Rule 144A
generally as an institution, acting for its own account or for the accounts of
other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $100 million in securities of issuers not
affiliated with the institution. A dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), acting for its own account or the
accounts of other qualified institutional buyers, that in the aggregate owns and
invests on a discretionary basis at least $10 million in securities of issuers
not affiliated

22
<PAGE>

with the dealer may also qualify as a qualified institutional buyer, as well as
an Exchange Act registered dealer acting in a riskless principal transaction on
behalf of a qualified institutional buyer.

Procedures have been adopted by Cash Fund's Board of Directors to govern
the purchase and resale of Rule 144A Securities and the determination of the
liquidity of Rule 144A Securities purchased by the Fund for purposes of
compliance with Cash Fund's investment policies regarding illiquid securities.

Variable Rate Instruments. Cash Fund may invest in instruments having rates
of interest that are adjusted periodically according to a specified market rate
for such investments ("Variable Rate Instruments"). The interest rate on a
Variable Rate Instrument is ordinarily determined by reference to, or is a
percentage of, an objective standard such as a bank's prime rate or the 91-day
U.S. Treasury Bill rate. Cash Fund does not purchase certain Variable Rate
Instruments that have a preset cap above which the rate of interest may not
rise. Generally, the changes in the interest rate on Variable Rate Instruments
reduce the fluctuation in the market value of such securities. Accordingly, as
interest rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Cash Fund determines the
maturity of Variable Rate Instruments in accordance with Rule 2a-7 under the
Investment Company Act of 1940 which allows the Fund to consider the maturity
date of such instruments to be the period remaining until the next readjustment
of the interest rate rather than the maturity date on the face of the
instrument.

While Cash Fund does not intend to engage in short-term trading, portfolio
securities may be sold without regard to the length of time that they have been
held. A portfolio security could be sold prior to maturity to take advantage of
new investment opportunities or yield differentials, or to preserve gains or
limit losses due to changing economic conditions or the financial condition of
the issuer, or for other reasons. While Cash Fund is expected to have a high
portfolio turnover due to the short maturities of its portfolio securities, this
should not affect the Fund's income or net asset value since brokerage
commissions are not normally paid in connection with the purchase or sale of
money market instruments.

Cash Fund will invest in money market instruments of varying maturities
(but no longer than 13 months) in an effort to earn as high a level of current
income as is consistent with preservation of capital and liquidity. The Fund
intends to maintain a weighted average maturity in its portfolio of not more
than 90 days. In addition to general market risks, Fund investments in
nongovernment obligations are subject to the ability of the issuer to satisfy
its obligations.

Cash Fund also intends to maintain a net asset value per share of $1.00,
although there can be no assurance it will be able to do so. It is the Fund's
policy to declare dividends on a daily basis of an amount equal to the net
income plus or minus any realized capital gains or losses. (See "Dividends and
Taxes," page 47.)

INVESTMENT METHODS AND RISK FACTORS

Some of the risk factors related to certain securities, instruments and
techniques that may be used by one or more of the Funds are described in the
"Investment Objectives and Policies" and "Investment Methods and Risk Factors"
sections of the Prospectus and in this Statement of Additional Information. The
following is a description of certain additional risk factors related to various
securities, instruments and techniques. The risks so described only apply to
those Funds which may invest in such securities and instruments or which use
such techniques. Also included is a general description of some of the
investment instruments, techniques and methods which may be used by one or more
of the Funds. The methods described only apply to those Funds which may use such
methods. Although a Fund may employ the techniques, instruments and methods
described below, consistent with its investment objective and policies and any
applicable law, no Fund will be required to do so.

General Risk Factors. Each Fund's net asset value will fluctuate,
reflecting fluctuations in the market value of its portfolio positions and, if
applicable, its net currency exposure. The value of fixed income securities held
by the Funds generally fluctuates inversely with interest rate movements. In
other words, bond prices generally fall as interest rates rise and generally
rise as interest rates fall. Longer term bonds held by the Funds are subject to
greater interest rate risk. There is no assurance that any Fund will achieve its
investment objective.

Repurchase Agreements. Each of the Funds may enter into repurchase
agreements. Repurchase agreements are transactions in which the purchaser buys a
debt security from a bank or recognized securities dealer and simultaneously
commits to resell that security to the bank or dealer at an agreed upon price,
date and market rate of interest unrelated to the coupon rate or maturity of the
purchased security. Repurchase agreements are considered to be loans which must
be fully collateralized including interest earned thereon during the entire term
of the agreement. If the institution defaults on the repurchase agreement, the
Fund will retain

23
<PAGE>

possession of the underlying securities. If bankruptcy proceedings are commenced
with respect to the seller, realization on the collateral by the Fund may be
delayed or limited and the Fund may incur additional costs. In such case, the
Fund will be subject to risks associated with changes in market value of the
collateral securities. The Fund intends to enter into repurchase agreements only
with banks and broker/dealers believed to present minimal credit risks.
Accordingly, the Funds will enter into repurchase agreements only with (a)
brokers having total capitalization of at least $40 million and a ratio of
aggregate indebtedness to net capital of no more than 4 to 1, or, alternatively,
net capital equal to 6% of aggregate debit balances, or (b) banks having at
least $1 billion in assets and a net worth of at least $100 million as of its
most recent annual report. In addition, the agregate repurchase price of all
repurchase agreements held by the Fund with any broker shall not exceed 15% of
the total assets of the Fund or $5 million, whichever is greater.

Borrowing. Each of the Funds may borrow money from banks as a temporary
measure for emergency purposes, or to facilitate redemption requests.

From time to time, it may be advantageous for the Funds to borrow money
rather than sell existing portfolio positions to meet redemption requests.
Accordingly, the Funds may borrow from banks and the Global Aggressive Bond Fund
may borrow through reverse repurchase agreements and "roll" transactions, in
connection with meeting requests for the redemption of Fund shares. Limited
Maturity Bond, Tax-Exempt and Cash Funds may each borrow up to 10%; Corporate
Bond, U.S. Government and Global Aggressive Bond Funds may each borrow up to 5%
of total Fund assets. To the extent that a Fund purchases securities while it
has outstanding borrowings, it is using leverage, i.e. using borrowed funds for
investment. Leveraging will exaggerate the effect on net asset value of any
increase or decrease in the market value of a Fund's portfolio. Money borrowed
for leveraging will be subject to interest costs that may or may not be
recovered by appreciation of the securities purchased; in certain cases,
interest costs may exceed the return received on the securities purchased. A
Fund also may be required to maintain minimum average balances in connection
with such borrowing or to pay a commitment or other fee to maintain a line of
credit; either of these requirements would increase the cost of borrowing over
the stated interest rate. It is not expected that Cash Fund would purchase
securities while it had borrowings outstanding.

INVESTMENT POLICY LIMITATIONS

Each of the Funds operate within certain fundamental investment policy
limitations. These limitations may not be changed for the Funds without approval
of the lesser of (i) 67% or more of the voting securities present at a meeting
if the holders of more than 50% of the outstanding voting securities of that
Fund are present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of that Fund.

Income Fund's Fundamental Policies

The fundamental investment policies of the Income Fund, which are
applicable to each of the Corporate Bond, Limited Maturity Bond, U.S. Government
and Global Aggressive Bond Funds are:

1. Not to invest in companies having a record of less than three years'
continuous operation, which may include the operations of predecessor
companies; provided, however, that this investment policy does not apply to
Global Aggressive Bond Fund.

2. Not to invest in the securities of an issuer if the officers and directors
of the Fund, Underwriter or Manager own more than 1/2 of 1% of such
securities or if all such persons together own more than 5% of such
securities.

3. Not to invest more than 5% of its assets in the securities of any one
issuer (other than securities of the U.S. Government, its agencies or
instrumentalities); provided, however, that for the Global Aggressive Bond
Fund, this limitation applies only with respect to 75% of the value of its
total assets.

4. Not to purchase more than 10% of the outstanding voting securities (or of
any class of outstanding securities) of any one issuer (other than
securities of the U.S. Government, its agencies or instrumentalities).

5. Not to invest in companies for the purpose of exercising control of
management.

6. Not to act as underwriter of securities of other issuers.

7. Not to invest in an amount equal to, or in excess of, 25% of its total
assets in any particular industry (other than securities of the U.S.
Government, its agencies or instrumentalities).

24
<PAGE>

8. Not to purchase or sell real estate. (This policy shall not prevent the
Fund from investing in securities or other instruments backed by real
estate or in securities of companies engaged in the real estate business.)

9. Not to buy or sell commodities or commodity contracts; provided, however,
that the Funds may, to the extent appropriate under their investment
programs, purchase securities of companies engaged in such activities, may
enter into transactions in financial and index futures contracts and
related options for hedging purposes, may engage in transactions on a
when-issued or forward commitment basis and may enter into forward currency
contracts.

10. Not to make loans to other persons other than for the purchase of publicly
distributed debt securities and U.S. Government obligations or by entry
into repurchase agreements.

11. Not to invest its assets in puts, calls, straddles, spreads, or any
combination thereof; provided, however, that this investment policy does
not apply to Global Aggressive Bond Fund.

12. Not to invest in limited partnerships or similar interests in oil, gas,
mineral lease, mineral exploration or development programs; provided,
however, that the Fund may invest in the securities of other corporations
whose activities include such exploration and development.

13. With respect to each of the Corporate Bond and U.S Government Funds, not to
borrow money except for emergency purposes, and then not in excess of 5% of
its total assets at the time the loan is made. (Any such borrowings will be
made on a temporary basis from banks and will not be made for investment
purposes.) With respect to the Limited Maturity Bond Fund, not to borrow
money in excess of 10% of its total assets at the time the loan is made,
and then only as a temporary measure for emergency purposes, to facilitate
redemption requests, or for other purposes consistent with the Fund's
investment objectives and policies. With respect to Global Aggressive Bond
Fund, not to borrow money, except that (a) the Fund may enter into certain
futures contracts and options related thereto; (b) the Fund may enter into
commitments to purchase securities in accordance with the Fund's investment
program, including delayed delivery and when-issued securities and reverse
repurchase agreements, and (c) for temporary emergency purposes, the Fund
may borrow money in amounts not exceeding 5% of the value of its total
assets at the time when the loan is made.

14. Not to purchase securities of any other investment company; provided,
however that Limited Maturity Bond Fund may purchase securities of any
investment company if in compliance with the Investment Company Act of
1940; and Global Aggressive Bond Fund may purchase securities of another
investment company or investment trust, if purchased in the open market and
then only if no profit, other than the customary broker's commission,
results to a sponsor or dealer, or by merger or other reorganization.

15. With respect to each of the Corporate Bond and U.S. Government Funds, not
to issue senior securities; provided, however, that Limited Maturity Bond
Fund may issue senior securities if in compliance with the Investment
Company Act of 1940; and Global Aggressive Bond Fund may issue senior
securities (as defined in the 1940 Act) as follows: (a) the Fund may enter
into commitments to purchase securities in accordance with the Fund's
investment program, including reverse repurchase agreements, delayed
delivery and when-issued securities, which may be considered the issuance
of senior securities to the extent permitted under applicable regulations;
(b) the Fund may engage in transactions that may result in the issuance of
a senior security to the extent permitted under applicable regulations, the
interpretation of the 1940 Act or an exemptive order; (c) the Fund may
engage in short sales of securities to the extent permitted in its
investment program and other restrictions; (d) the purchase or sale of
futures contracts and related options shall not be considered to involve
the issuance of senior securities; and (e) subject to fundamental
restrictions, the Fund may borrow money as authorized by the 1940 Act.

16. With respect to Corporate Bond and U.S. Government Funds, not to invest in
restricted securities (restricted securities are securities for which an
active and substantial market does not exist at the time of purchase or
upon subsequent valuation, or for which there are legal or contractual
restrictions as to disposition); provided, however that Limited Maturity
Bond Fund may invest in restricted securities if those securities are
eligible for resale to qualified institutional investors pursuant to Rule
144A under the Securities Act of 1933; and Global Aggressive Bond Fund, may
not invest more than 15% of its total assets in illiquid securities.

The Global Aggressive Bond Fund will not purchase securities on margin
except as provided below. The following investment policy of Global Aggressive
Bond Fund is not a fundamental policy and may be changed by a vote of a majority
of the Fund's Board of Directors without shareholder approval. Global Aggressive
Bond Fund may purchase and sell futures contracts and related options under the
following conditions: (a) the then current

25
<PAGE>

aggregate futures market prices of financial instruments required to be
delivered and purchased under open futures contracts shall not exceed 30% of the
Fund's total assets, at market value; and (b) no more than 5% of the Fund's
total assets, at market value at the time of entering into a contract, shall be
committed to margin deposits in relation to futures contracts.

With respect to Fundamental Policy (1), the Global Aggressive Bond Fund has
entered into an undertaking with the Arkansas Securities Department pursuant to
which the Fund has agreed to limit the purchase of securities of issuers in
operation for less than three years ("unseasoned issuers") to 5% of total Fund
assets. The Fund may exceed the 5% limit if, in the future, the Arkansas
Securities Department permits a larger percentage of assets to be invested in
unseasoned issuers.

The above limitations, other than those relating to borrowing, are
applicable at the time of investment, and later increases or decreases in
percentages resulting from changes in value of net assets will not result in
violation of such limitations. The Fund interprets Fundamental Policy (8) to
prohibit the purchase of real estate limited partnerships.

Tax-Exempt Fund's Fundamental Policies

Tax-Exempt Fund's fundamental investment policies are:

1. Not to invest more than 20% of its assets in securities which are not
tax-exempt securities, except for temporary defensive purposes;

2. Not to borrow money, except that borrowings from banks for temporary or
emergency purposes may be made in an amount up to 10% of the Fund's total
assets at the time the loan is made;

3. Not to issue senior securities as defined in the Investment Company Act of
1940 except insofar as the Fund may be deemed to have issued senior
securities by reason of borrowing money for temporary or emergency purposes
or purchasing securities on a when-issued or delayed delivery basis;

4. Not to purchase any securities on margin (except for such short-term
credits as are necessary for the clearance of purchases and sales of
portfolio securities) or sell any securities short;

5. Not to make loans, except that this does not prohibit the purchase of a
portion of an issue of publicly distributed bonds, debentures, notes or
other debt securities, or entry into a repurchase agreement;

6. Not to engage in the business of underwriting securities issued by other
persons except to the extent that the Fund may technically be deemed to be
an underwriter under the Securities Act of 1933 in purchasing and selling
portfolio securities;

7. Not to invest in real estate, real estate mortgage loans, commodities,
commodity futures contracts or interests in oil, gas or other mineral
exploration or development programs, provided that this limitation shall
not prohibit the purchase of securities issued by companies, including real
estate investment trusts, which invest in real estate or interests therein;

8. Not to invest more than 5% of its total assets in securities of any one
issuer, except securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities;

9. Not to purchase securities of other investment companies, or acquire voting
securities, except in connection with a merger, consolidation, acquisition
or reorganization;

10. Not to invest more than 25% of its total assets in securities the issuers
of which are in the same industry. For purposes of this limitation, the
U.S. government, its agencies or instrumentalities, and state or municipal
governments and their political subdivisions are not considered members of
any industry;

11. Not to pledge, mortgage or hypothecate its assets, except to secure
borrowings permitted by fundamental investment policy number (2) above;

12. Not to write, purchase or sell put or call options or combinations thereof,
except that it may purchase and hold puts or "stand-by commitments"
relating to municipal securities, as described in this prospectus;

13. Not to invest in securities which are not readily marketable, securities
the disposition of which is restricted under federal securities laws or
repurchase agreements maturing in more than seven days (collectively
"illiquid securities") if, as a result, more than 10% of the Fund's net
assets would be invested in illiquid securities.

For purposes of restrictions (8) and (10) above, each governmental
subdivision, i.e., state, territory, possession of the United States or any
political subdivision of any of the foregoing, including agencies, authorities,
instrumentalities, or similar entities, or of the District of Columbia shall be
considered a separate issuer if its assets

26
<PAGE>

and revenues are separate from those of the governmental body creating it and
the security is backed only by its own assets and revenues. Further, in the case
of an industrial development bond, if the security is backed only by the assets
and revenues of a non-governmental user, then such non-governmental user will be
deemed to be the sole issuer. If an industrial development bond or government
issued security is guaranteed by a governmental or other entity, such guarantee
would be considered a separate security issued by the guarantor.

The above limitations are applicable at the time of investment, and later
increases or decreases in percentages resulting from changes in value or net
assets will not result in violation of such limitations.

Cash Fund's Fundamental Policies

Cash Fund's fundamental investment policies are:

1. Not to purchase any securities other than those referred to under "Security
Cash Fund," page 21;

2. Not to borrow money, except that the Fund may borrow for temporary purposes
or to meet redemption requests which might otherwise require the untimely
disposition of a security (not for leveraging) in amounts not exceeding 10%
of the current value of its total assets (including the amount borrowed)
less liabilities (not including the amount borrowed) at the time the
borrowing is made. It is intended that any such borrowing will be
liquidated before additional portfolio securities are purchased;

3. Not to pledge its assets or otherwise encumber them in excess of 10% of its
net assets (taken at market value at the time of pledging) and then only to
secure borrowings effected within the limitations set forth in restriction
2;

4. Not to make loans of money or securities, except (a) by the purchase of
debt obligations in which the Fund may invest consistent with its
investment objectives and policies or (b) by investment in repurchase
agreements, subject to limitations described under "Security Cash Fund,"
page 21;

5. Not to invest in the securities of an issuer if the officers and directors
of the Fund or Manager own more than 1/2 of 1% of such securities, or if
all such persons together own more than 5% of such securities;

6. Not to purchase a security if, as a result, with respect to 75% of the
value of the Fund's total assets, more than 5% of the value of its total
assets would be invested in the securities of any one issuer (other than
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities);

7. Not to purchase more than 10% of any class of securities of any issuer.
(For purposes of this restriction, all outstanding debt securities of any
issuer are considered one class.)

8. Not to invest more than 25% of the market or other fair value of its total
assets in the securities of issuers, all of which conduct their principal
business activities in the same industry. (For purposes of this
restriction, utilities will be divided according to their services; for
example, gas, gas transmission, electric, water and telephone utilities
will each be treated as being a separate industry. This restriction does
not apply to investment in bank obligations or obligations issued or
guaranteed by the United States Government or its agencies or
instrumentalities.)

9. Not to purchase securities on margin, except for such short-term credits as
are necessary for the clearance of purchases and sales of portfolio
securities;

10. Not to invest more than 5% of the market or other fair value of its total
assets in securities of companies having a record, together with
predecessors, of less than three years of continuous operation. (This
restriction shall not apply to banks or any obligation of the United States
Government, its agencies or instrumentalities.)

11. Not to engage in the underwriting of securities except insofar as the Fund
may be deemed an underwriter under the Securities Act of 1933 in disposing
of a portfolio security;

12. Not to make short sales of securities;

13. Not to purchase or sell real estate, although it may purchase securities of
issuers which engage in real estate operations, securities which are
secured by interests in real estate, or securities representing interests
in real estate;

14. Not to invest for the purpose of exercising control of management of
another company;

15. Not to purchase oil, gas or other mineral leases, rights, or royalty
contracts or exploration or development programs, except that the Fund may
invest in the securities of companies which invest in or sponsor such
programs;

27
<PAGE>

16. Not to purchase securities of other investment companies, except in
connection with a merger, consolidation, reorganization or acquisition of
assets;

17. Not to write, purchase or sell puts, calls, or combinations thereof;

18. Not to purchase or sell commodities or commodity futures contracts;

19. Not to issue senior securities as defined in the Investment Company Act of
1940.

In order to permit the sale of shares of Cash Fund in certain states, the
Fund may make commitments more restrictive than the fundamental restrictions
described above. Should the Fund determine that any such commitment is no longer
in the best interest of the Fund and its stockholders, it will revoke the
commitment by terminating sales of its shares in the state(s) involved.

Any investment restriction except restriction 2, which involves a maximum
or minimum percentage of securities or assets shall not be considered to be
violated unless an excess over or a deficiency under the percentage occurs
immediately after, and is caused by, an acquisition or disposition of securities
or utilization of assets by Cash Fund.

OFFICERS AND DIRECTORS

The officers and directors of the Funds and their principal occupations for
at least the last five years are as follows. Unless otherwise noted, the address
of each officer and director is 700 Harrison Street, Topeka, Kansas 66636-0001.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND POSITIONS HELD WITH THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C>
JOHN D. CLELAND,* President and Director Senior Vice President and Director, Security Management
Company.

WILLIS A. ANTON, JR., Director Partner, Classic Awning & Design. Prior to October 1991, President,
3616 Yorkway Classic Awning & Design. Prior to July 1989, Vice President,
Topeka, Kansas 66604 Kansas Canvas Products.

DONALD A. CHUBB, JR.,** Director President, Neon Tube Light Company, Inc.
605 SE 8th Street
Topeka, Kansas 66607

DONALD L. HARDESTY, Director President, Central Research Corporation.
900 Bank IV Tower
Topeka, Kansas 66603

PENNY A. LUMPKIN,** Director Vice President, Palmer News, Inc. Prior to October 1991, Secretary
3616 Canterbury Town Road and Director, Palmer Companies, Inc. (Wholesale Periodicals).
Topeka, Kansas 66610

MARK L. MORRIS, JR.,** Director President, Mark Morris Associates (Veterinary Research and
5500 SW 7th Street Education).
Topeka, Kansas 66606

JEFFREY B. PANTAGES,* Director Senior Vice President and Chief Investment Officer, Security Benefit
Life Insurance Company, and President, Chief Investment Officer
and Director, Security Management Company. Prior to April 1992,
Managing Director, Prudential Life.

HAROLD G. WORSWICK,** Director Chairman of the Board, Emeritus, Wolfe's Camera Shops, Inc. Prior
3101 Burlingame Road to October 1991, Chairman of the Board, Wolfe's Camera Shops,
Topeka, Kansas 66611 Inc.

JAMES R. SCHMANK, Vice President and Treasurer Senior Vice President, Treasurer, Chief Fiscal Officer and Director,
Security Management Company; Vice President, Security Benefit
Group, Inc. Prior to September 1988, Certified Public Accountant,
Arthur Young & Company, Kansas City, Missouri.

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

28
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND POSITIONS HELD WITH THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

JANE A. TEDDER, Vice President Vice President and Senior Portfolio Manager, Security Management
Company.

MARK E. YOUNG, Vice President Vice President - Operations, Security Management Company. Prior
to December 1987, Vice President of Audit, Security Benefit Group,
Inc. Prior to June 1987, Certified Public Accountant, Touche Ross
and Co.

AMY J. LEE, Secretary Associate Counsel, Security Benefit Group, Inc. Prior to June 1987,
Staff Attorney, Security Benefit Group, Inc.

BRENDA M. LUTHI, Assistant Treasurer and Assistant Secretary Assistant Vice President, Assistant Treasurer and Assistant
Secretary, Security Management Company. Prior to August 1988,
Senior Accountant, Security Management Company.

- ------------------------------------------------------------------------------------------------------------------------------------
*These directors are deemed to be "interested persons" of the Funds under the Investment Company Act of 1940, as amended.

**These directors serve on the Funds' audit committee, the purpose of which is to meet with the independent auditors, to review the
work of the auditors, and to oversee the handling by Security Management Company of the accounting functions for the Funds.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The officers of the Funds hold identical offices with each of the other
Funds managed by the Investment Manager, except Ms. Tedder who is also Vice
President of SBL Fund. The directors of the Funds also serve as directors of
each of the other Funds managed by the Investment Manager. See the table under
"Investment Management," page 37, for positions held by such persons with the
Investment Manager. Messrs. Cleland and Young and Ms. Lee hold identical offices
for the Distributor (Security Distributors, Inc.) of Corporate Bond, Limited
Maturity Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt Funds. Mr.
Schmank is Vice President of the Distributor and Ms. Luthi is Treasurer of the
Distributor. Messrs. Cleland and Schmank are also directors of the Distributor.

REMUNERATION OF DIRECTORS AND OTHERS

The Funds' directors, except those directors who are "interested persons"
of the Funds, receive from each Fund an annual retainer of $1,042 and a fee of
$100 per meeting, plus reasonable travel costs, for each meeting of the board
attended. In addition, certain directors who are members of the Funds' joint
audit committee receive a fee of $100 per hour and reasonable travel costs for
each meeting of the Funds' audit committee attended.

The Funds do not pay any fees to, or reimburse expenses of, their directors
who are considered "interested persons" of the Fund. The aggregate compensation
paid by the Fund to each of the directors during the fiscal year ended December
31, 1994, and the aggregate compensation paid to each of the directors during
calendar year 1994 by all seven of the registered investment companies to which
the Adviser provides investment advisory services (collectively, the "Security
Fund Complex"), are set forth in the accompanying chart. Each of the directors
is a director of each of the other registered investment companies in the
Security Fund Complex.

29
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PENSION OR RETIREMENT
BENEFITS ACCRUED AS TOTAL
AGGREGATE COMPENSATION PART OF FUND EXPENSES ESTIMATED COMPENSATION
------------------------- ---------------------------- ANNUAL FROM
NAME OF TAX- TAX- BENEFITS THE SECURITY FUND
DIRECTOR OF INCOME EXEMPT CASH INCOME EXEMPT CASH UPON COMPLEX, INCLUDING
THE FUND FUND FUND FUND FUND FUND FUND RETIREMENT THE FUNDS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Willis A. Anton, Jr. $1,431 $1,431 $1,431 $0 $0 $0 $0 $17,175
Donald A. Chubb, Jr. 1,081 1,081 1,081 0 0 0 0 12,975
John D. Cleland 0 0 0 0 0 0 0 0
Donald L. Hardesty 1,081 1,081 1,081 0 0 0 0 12,975
Penny A. Lumpkin 1,476 1,442 1,455 0 0 0 0 17,474
Mark L. Morris, Jr. 1,060 1,060 1,060 0 0 0 0 12,725
Jeffrey B. Pantages 0 0 0 0 0 0 0 0
Harold G. Worswick* 0 0 0 0 0 0 0 17,422
John J. Schaff 350 350 350 0 0 0 0 4,200
- ------------------------------------------------------------------------------------------------------------------------------------
*Each of the Security Income, Tax-Exempt and Cash Funds have accrued deferred compensation in the amount of $1,431 for Mr. Worswick
as of December 31, 1994.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

On January 31, 1995, the Funds' officers and directors (as a group)
beneficially owned 39,569, 0, 2,171, and 30,560 of Class A shares of Corporate
Bond, Limited Maturity Bond, U.S. Government, and Tax-Exempt Funds,
respectively, which represented approximately .291%, 0%, .122% and 1.160% of the
total outstanding Class A shares on that date. Cash Fund's officers and
directors (as a group) beneficially owned 225,333 shares which represented
approximately .432% of the total outstanding shares on January 31, 1995.

HOW TO PURCHASE SHARES

As a convenience to investors and to save operating expenses, the Funds do
not issue certificates for Fund shares except upon written request by the
stockholder.

Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond
and Tax-Exempt Funds

Security Distributors, Inc. (the "Distributor"), 700 SW Harrison, Topeka,
Kansas, a wholly-owned subsidiary of the Investment Manager, is principal
underwriter for Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds. Investors may purchase shares of these
Funds through authorized dealers who are members of the National Association of
Securities Dealers, Inc. In addition, banks and other financial institutions may
make shares of the Funds available to their customers. (Banks and other
financial institutions that make shares of the Funds available to their
customers in Texas must be registered with that state as securities dealers.)
The minimum initial purchase must be $100 and subsequent purchases must be $100
unless made through an Accumulation Plan which allows a minimum initial purchase
of $100 and subsequent purchases of $20. (See "Accumulation Plan," page 36.) An
application may be obtained from the Distributor.

Orders for the purchase of shares of the Funds will be confirmed at an
offering price equal to the net asset value per share next determined after
receipt of the order in proper form by the Distributor (generally as of the
close of the Exchange on that day) plus the sales charge in the case of Class A
shares of the Funds. Orders received by dealers or other firms prior to the
close of the Exchange and received by the Distributor prior to the close of its
business day will be confirmed at the offering price effective as of the close
of the Exchange on that day. Dealers and other financial services firms are
obligated to transmit orders promptly.

Alternative Purchase Options

Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive
Bond and Tax-Exempt Funds offer two classes of shares:

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Class A Shares - Front-End Load Option. Class A shares are sold with a
sales charge at the time of purchase. Class A shares are not subject to a sales
charge when they are redeemed (except that shares sold in an amount of
$1,000,000 or more without a front-end sales charge will be subject to a
contingent deferred sales charge of 1% for one year). See Appendix A for a
discussion of "Rights of Accumulation" and "Statement of Intention," which
options may serve to reduce the front-end sales charge.

Class B Shares - Back-End Load Option. Class B shares are sold without a
sales charge at the time of purchase, but are subject to a deferred sales charge
if they are redeemed within five years of the date of purchase. Class B shares
will automatically convert tax-free to Class A shares at the end of eight years
after purchase.

The decision as to which class is more beneficial to an investor depends on
the amount and intended length of the investment. Investors who would rather pay
the entire cost of distribution at the time of investment, rather than spreading
such cost over time, might consider Class A shares. Other investors might
consider Class B shares, in which case 100% of the purchase price is invested
immediately, depending on the amount of the purchase and the intended length of
investment. The Funds will not normally accept any purchase of Class B shares in
the amount of $250,000 or more.

Dealers or others may receive different levels of compensation depending on
which class of shares they sell.

Class A Shares

Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are offered at net asset value plus
an initial sales charge as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
SALES CHARGE
------------------------------------------------------
APPLICABLE PERCENTAGE
AMOUNT OF PURCHASE PERCENTAGE OF PERCENTAGE OF NET REALLOWABLE
AT OFFERING PRICE OFFERING PRICE AMOUNT INVESTED TO DEALERS
- ---------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Less than $50,000........................ 4.75% 4.99% 4.00%
$50,000 but less than $100,000........... 3.75 3.90 3.00
$100,000 but less than $250,000.......... 2.75 2.83 2.20
$250,000 but less than $1,000,000........ 1.75 1.78 1.40
$1,000,000 or more....................... None None (See below)
- ---------------------------------------------------------------------------------------------------
</TABLE>

Purchases of Class A shares of these Funds in amounts of $1,000,000 or more
are at net asset value (without a sales charge), but are subject to a contingent
deferred sales charge of 1% in the event of redemption within one year following
purchase. For a discussion of the contingent deferred sales charge, see
"Calculation and Waiver of Contingent Deferred Sales Charges" page 34. The
Distributor will pay a commission to dealers on purchases of $1,000,000 or more
as follows: 1.00% on sales up to $5,000,000, plus .50% on sales of $5,000,000 or
more up to $10,000,000, and .10% on any amount of $10,000,000 or more.

The Investment Manager may, at its expense, pay a service fee to dealers
who satisfy certain criteria established by the Investment Manager from time to
time relating to the volume of their sales of Class A shares of Tax-Exempt Fund
and certain other Security Funds during prior periods and certain other factors,
including providing to their clients who are stockholders of the Funds certain
services, which include assisting in maintaining records, processing purchase
and redemption requests and establishing shareholder accounts, assisting
shareholders in changing account options or enrolling in specific plans, and
providing shareholders with information regarding the Funds and related
developments. Service fees are paid quarterly and may be discontinued at any
time.

Security Income Fund's Class A Distribution Plan

As discussed in the prospectus, each of Corporate Bond, Limited Maturity
Bond, U.S. Government and Global Aggressive Bond Funds has a Distribution Plan
for its Class A shares pursuant to Rule 12b-1 under the Investment Company Act
of 1940. The Plan authorizes these Funds to pay an annual fee to the Distributor
of .25% of the average daily net asset value of the Class A shares of each Fund
to finance various activities relating to the distribution of such shares of the
Funds to investors. These expenses include, but are not limited to, the

31
<PAGE>

payment of compensation (including compensation to securities dealers and other
financial institutions and organizations) to obtain various administrative
services for each Fund. These services include, among other things, processing
new shareholder account applications and serving as the primary source of
information to customers in answering questions concerning each Fund and their
transactions with the Fund. The Distributor is also authorized to engage in
advertising, the preparation and distribution of sales literature and other
promotional activities on behalf of each Fund. The Distributor is required to
report in writing to the board of directors of Income Fund and the board will
review at least quarterly the amounts and purpose of any payments made under the
Plan. The Distributor is also required to furnish the board with such other
information as may reasonably be requested in order to enable the board to make
an informed determination of whether the Plan should be continued.

The Plan became effective on August 15, 1985, and was renewed by the
directors of Income Fund on February 3, 1995, as to each of Corporate Bond and
U.S. Government Funds. The Plan was adopted with respect to Limited Maturity
Bond and Global Aggressive Bond Funds on October 21, 1994 and February 3, 1995,
respectively. The Plan will continue from year to year, provided that such
continuance is approved at least annually by a vote of a majority of the board
of directors of each Fund, including a majority of the independent directors
cast in person at a meeting called for the purpose of voting on such
continuance. The Plan can also be terminated at any time on 60 days' written
notice, without penalty, if a majority of the disinterested directors or the
Class A shareholders vote to terminate the Plan. Any agreement relating to the
implementation of the Plan terminates automatically if it is assigned. The Plan
may not be amended to increase materially the amount of payments thereunder
without approval of the Class A shareholders of the Funds.

Because all amounts paid pursuant to the Distribution Plan are paid to the
Distributor, the Investment Manager and its officers, directors and employees,
including Messrs. Cleland and Pantages (directors of the Fund), Messrs. Young
and Schmank, Ms. Tedder, Ms. Lee and Ms. Luthi (officers of the Fund), all may
be deemed to have a direct or indirect financial interest in the operation of
the Distribution Plan. None of the independent directors have a direct or
indirect financial interest in the operation of the Distribution Plan.

Benefits from the Distribution Plan may accrue to the Funds and their
stockholders from the growth in assets due to sales of shares to the public
pursuant to the Distribution Agreement with the Distributor. Increases in the
Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds' net assets from sales pursuant to its Distribution Plan and
Agreement may benefit shareholders by reducing per share expenses, permitting
increased investment flexibility and diversification of Corporate Bond, Limited
Maturity Bond, U.S. Government and Global Aggressive Bond Funds' assets, and
facilitating economies of scale (e.g., block purchases) in the Funds' securities
transactions.

Distribution fees paid by Class A stockholders of Corporate Bond and U.S.
Government Funds to the Distributor under the Plan for the year ended December
31, 1994, totaled $272,586. (The Limited Maturity Bond and Global Aggressive
Bond Funds did not begin operating until January 17, 1995 and June 1, 1995,
respectively, and as a result, paid no distribution fees in 1994.) Approximately
$160,239 of this amount was paid as a service fee to broker/dealers, $40,627 was
spent on advertising, and $116,457 was spent on promotions. The amount spent on
promotions consists primarily of amounts reimbursed to dealers for expenses
(primarily travel, meals and lodging) incurred in connection with attendance by
their representatives at educational meetings concerning Corporate Bond and U.S.
Government Funds. The Distributor may engage the services of an affiliated
advertising agency for advertising, preparation of sales literature and other
distribution-related activities.

Class B Shares

Class B shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds are offered at net asset value,
without an initial sales charge. With certain exceptions, these Funds may impose
a deferred sales charge on shares redeemed within five years of the date of
purchase. No deferred sales charge is imposed on amounts redeemed thereafter. If
imposed, the deferred sales charge is deducted from the redemption proceeds
otherwise payable to the stockholder. The deferred sales charge is retained by
the Distributor.

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<PAGE>

Year Since Purchase Payment Was Made Contingent Deferred Sales Charge
------------------------------------ --------------------------------

First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth and Following 0%

Class B shares (except shares purchased through the reinvestment of
dividends and other distributions with respect to Class B shares) will
automatically convert on the eighth anniversary of the date such shares were
purchased to Class A shares which are subject to a lower, or in the case of
Tax-Exempt Fund, no distribution fee. This automatic conversion of Class B
shares will take place without imposition of a front-end sales charge or
exchange fee. (Conversion of Class B shares represented by stock certificates
will require the return of the stock certificates to the Investment Manager.)
All shares purchased through reinvestment of dividends and other distributions
with respect to Class B shares ("reinvestment shares") will be considered to be
held in a separate subaccount. Each time any Class B shares (other than those
held in the subaccount) convert to Class A shares, a pro rata portion of the
reinvestment shares held in the subaccount will also convert to Class A shares.
Class B shares so converted will no longer be subject to the higher expenses
borne by Class B shares. Because the net asset value per share of the Class A
shares may be higher or lower than that of the Class B shares at the time of
conversion, although the dollar value will be the same, a shareholder may
receive more or less Class A shares than the number of Class B shares converted.
Under current law, it is the Funds' opinion that such a conversion will not
constitute a taxable event under federal income tax law. In the event that this
ceases to be the case, the Board of Directors will consider what action, if any,
is appropriate and in the best interests of the Class B stockholders.

Class B Distribution Plan

Each of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds bear some of the costs of selling its Class
B shares under a Distribution Plan adopted with respect to its Class B shares
("Class B Distribution Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act"). This Plan was adopted by the Board of
Directors of Corporate Bond, U.S. Government and Tax-Exempt Funds on July 23,
1993 and was renewed on February 3, 1994. The Plan was adopted with respect to
Limited Maturity Bond and Global Aggressive Bond Funds on October 21, 1994 and
February 3, 1995, respectively. The Plan provides for payments at an annual rate
of 1.00% of the average daily net asset value of Class B shares. Amounts paid by
the Funds are currently used to pay dealers and other firms that make Class B
shares available to their customers (1) a commission at the time of purchase
normally equal to 4.00% of the value of each share sold and (2) a service fee
payable for the first year, initially, and for each year thereafter, quarterly,
in an amount equal to .25% annually of the average daily net asset value of
Class B shares sold by such dealers and other firms and remaining outstanding on
the books of the Funds.

Rules of the National Association of Securities Dealers, Inc. ("NASD")
limit the aggregate amount that each Fund may pay annually in distribution costs
for the sale of its Class B shares to 6.25% of gross sales of Class B shares
since the inception of the Distribution Plan, plus interest at the prime rate
plus 1% on such amount (less any contingent deferred sales charges paid by Class
B shareholders to the Distributor). The Distributor intends, but is not
obligated, to continue to pay or accrue distribution charges incurred in
connection with the Class B Distribution Plan which exceed current annual
payments permitted to be received by the Distributor from the Funds. The
Distributor intends to seek full payment of such charges from the Fund (together
with annual interest thereon at the prime rate plus 1%) at such time in the
future as, and to the extent that, payment thereof by the Funds would be within
permitted limits.

33
<PAGE>

shares. In the event the Class B Distribution Plan is terminated by the Class B
stockholders or the Funds' Board of Directors, the payments made to the
Distributor pursuant to the Plan up to that time would be retained by the
Distributor. Any expenses incurred by the Distributor in excess of those
payments would be absorbed by the Distributor. Distribution fees paid by Class B
stockholders of Corporate Bond, U.S. Government and Tax-Exempt Funds to the
Distributor under the Plan for the year ended December 31, 1994, totaled
$30,407. (The Limited Maturity Bond and Global Aggressive Bond Funds did not
begin operating until January 17, 1995 and June 1, 1995, respectively and as a
result, paid no distribution fees in 1994.) The Funds make no payments in
connection with the sales of their Class B shares other than the distribution
fee paid to the Distributor.

Calculation and Waiver of Contingent Deferred Sales Charges

The contingent deferred sales charge is waived: (1) following the death of
a stockholder if redemption is made within one year after death, (2) upon the
disability (as defined in Section 72(m)(7) of the Internal Revenue Code) of a
stockholder prior to age 65 if redemption is made within one year after the
disability, provided such disability occurred after the stockholder opened the
account; (3) in connection with required minimum distributions in the case of an
IRA, SAR-SEP or Keogh or any other retirement plan qualified under Section
401(a), 401(k) or 403(b) of the Code; and (4) in the case of distributions from
retirement plans qualified under Section 401(a) or 401(k) of the Internal
Revenue Code due to (i) returns of excess contributions to the plan, (ii)
retirement of a participant in the plan, (iii) a loan from the plan (repayment
of loans, however, will constitute new sales for purposes of assessing the
CDSC), (iv) "financial hardship" of a participant in the plan, as that term is
defined in Treasury Regulation Section 1.401(k)-1(d)(2), as amended from time to
time, (v) termination of employment of a participant in the plan, (vi) any other
permissible withdrawal under the terms of the plan. The contingent deferred
sales charge will also be waived in the case of redemptions of shares of the
Funds pursuant to a Systematic Withdrawal Program (refer to page 36 for
details).

Arrangements With Broker/Dealers and Others

The Investment Manager or Distributor, from time to time, will provide
promotional incentives or pay a bonus, including reallowance of up to the entire
sales charge, to certain dealers whose representatives have sold or are expected
to sell significant amounts of the Funds and/or certain other Funds managed by
the Investment Manager. Such promotional incentives will include payment for
attendance (including travel and lodging expenses) by qualifying registered
representatives (and members of their families) to sales seminars at luxury
resorts within or without the United States. The Distributor may also provide
financial assistance to dealers in connection with advertising. No compensation
will be offered to the extent it is prohibited by the laws of any state or
self-regulatory agency, such as the National Association of Securities Dealers,
Inc. ("NASD"). A Dealer to whom substantially the entire sales charge of Class A
shares is reallowed may be deemed to be an "underwriter" under federal
securities laws.

The Distributor also may pay banks and other financial services firms that
facilitate transactions in shares of the funds for their clients a transaction
fee up to the level of the payments made allowable to dealers for the sale of
such shares as described above. Banks currently are prohibited under the
Glass-Steagall Act from providing certain underwriting or distribution services.
If banking firms were prohibited from acting in any capacity or providing any of
the described services, the Fund's Board of Directors would consider what
action, if any, would be appropriate.

34
<PAGE>

The Investment Manager or Distributor also may pay a marketing allowance to
dealers who meet certain eligibility criteria. This allowance is paid with
reference to new sales of Fund shares in a calendar year and may be discontinued
at any time. To be eligible for this allowance in any given year, the dealer
must sell a minimum of $5,000,000 of such shares during that year. For aggregate
sales in excess of $5,000,000 but less than $10,000,000 the marketing allowance
will range from 0.15% to 0.60%. For sales of $10,000,000 or more, the allowance
may range from 0.20% to 0.60%. For the calendar year ended December 31, 1994,
Legend Equities Corporation and Financial Network Investment Corporation
received marketing allowances in the amount of $29,383 and $2,991 respectively.

Cash Fund

Cash fund offers a single class of shares which is offered at net asset
value next determined after an order is accepted. There is no sales charge or
load. The minimum initial investment in Cash Fund is $100 for each account.
Subsequent investments may be made in any amount of $20 or more. Cash Fund
purchases may be made in any of the following ways:

1. By Mail.

(a) A check or negotiable bank draft should be sent to:

Security Cash Fund
P.O. Box 2548
Topeka, Kansas 6660l-2548

(b) Make check or draft payable to "Security Cash Fund."

2. By Wire.

(a) Call the Fund to advise of the investment. The Fund will supply an
account number at the time of the initial investment and provide
instructions for having your bank wire federal funds.

(b) Wire federal funds to:

Bank IV of Topeka
Attention Security Distributors, Inc.
Topeka, Kansas 66603

Include investor's name and the account number.

3. Through Broker/Dealers. Investors may, if they wish, invest in Cash Fund by
purchasing shares through registered broker/dealers. Such broker/dealers
who process orders on behalf of their customers may charge a fee for their
services. Investments made directly without the assistance of a
broker/dealer are without charge.

Since Cash Fund invests in money market securities which require immediate
payment in federal funds, monies received from the sales of its shares must be
monies held by a commercial bank and be on deposit at one of the Federal Reserve
Banks. A record date for each stockholder's investment is established each
business day and used to distribute the following day's dividend. If federal
funds are received prior to 2:00 p.m. (Central time) the investment will be made
on that day and the investor will receive the following day's dividend. Federal
funds received after 2:00 p.m. on any business day will not be invested until
the following business day. Cash Fund will not be responsible for any delays in
the wire transfer system. All checks are accepted subject to collection at full
face value in United States funds and must be drawn in United States dollars on
a United States bank.

PURCHASES AT NET ASSET VALUE

Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds may be purchased at net asset value
by (1) directors, officers and employees of the Funds, the Funds' Investment
Manager or Distributor; directors, officers and employees of Security Benefit
Life Insurance Company and its subsidiaries; agents licensed with Security
Benefit Life Insurance Company; spouses or minor children of any such agents; as
well as the following relatives of any such directors, officers and employees
(and their spouses): spouses, grandparents, parents, children, grandchildren,
siblings, nieces and nephews; (2) any trust, pension, profit sharing or other
benefit plan established by any of the foregoing corporations for persons
described above; (3) retirement plans where third party administrators of such
plans have entered into certain arrangements with the Distributor or its
affiliates provided that no commission is paid to dealers; and (4) officers,

35
<PAGE>

directors, partners or registered representatives (and their spouses and minor
children) of broker/dealers who have a selling agreement with the Distributor.
Such sales are made upon the written assurance of the purchaser that the
purchase is made for investment purposes and that the securities will not be
transferred or resold except through redemption or repurchase by or on behalf of
the Funds.

Life agents and associated personnel of broker/dealers must obtain a
special application from their employer or from the Distributor, in order to
qualify for such purchases.

Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds may also be purchased at net asset
value when the purchase is made on the recommendation of (i) a registered
investment adviser, trustee or financial intermediary who has authority to make
investment decisions on behalf of the investor; or (ii) a certified financial
planner or registered broker-dealer who either charges periodic fees to its
customers for financial planning, investment advisory or asset management
services, or provides such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" is imposed. The
Distributor must be notified when a purchase is made that qualifies under this
provision.

ACCUMULATION PLAN

Investors in Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond or Tax-Exempt Fund may purchase shares on a periodic basis under
an Accumulation Plan which provides for an initial investment of $100 minimum,
and subsequent investments of $20 minimum at any time. An Accumulation Plan is a
voluntary program, involving no obligation to make periodic investments, and is
terminable at will. Payments are made by sending a check to the Distributor who
(acting as an agent for the dealer) will purchase whole and fractional shares of
the Funds as of the close of business on the day such payment is received. A
confirmation and statement of account will be sent to the investor following
each investment. Certificates for whole shares will be issued upon request. No
certificates will be issued for fractional shares which may be withdrawn only by
redemption for cash.

Investors may choose to use "Secur-O-Matic" (automatic bank draft) to make
their Fund purchases. There is no additional charge for using Secur-O-Matic. An
application may be obtained from the Funds.

SYSTEMATIC WITHDRAWAL PROGRAM

A Systematic Withdrawal Program may be established by stockholders who wish
to receive regular monthly, quarterly, semiannual or annual payments of $25 or
more. A Program may also be based upon the liquidation of a fixed or variable
number of shares provided that the minimum amount is withdrawn. However, the
Funds do not recommend this (or any other amount) as an appropriate withdrawal.
Shares with a current offering price of $5,000 or more must be deposited with
the Investment Manager acting as agent for the stockholder under the Program.
There is no service charge on the Program as the Investment Manager pays the
costs involved.

Sufficient shares will be liquidated at net asset value to meet the
specified withdrawals. Liquidation of shares may deplete or possibly use up the
investment, particularly in the event of a market decline. Payments cannot be
considered as actual yield or income since part of such payments is a return of
capital and may constitute a taxable event to the stockholder. The maintenance
of a Withdrawal Program concurrently with purchases of additional shares of
Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond
or Tax-Exempt Fund would be disadvantageous because of the sales commission
payable in respect to such purchases. During the withdrawal period, no payments
will be accepted under an Accumulation Plan. Income dividends and capital gains
distributions are automatically reinvested at net asset value. If an investor
has an Accumulation Plan in effect, it must be terminated before a Systematic
Withdrawal Program may be initiated.

The stockholder receives confirmation of each transaction showing the
source of the payment and the share balance remaining in the Program. A Program
may be terminated on written notice by the stockholder or the Funds, and it will
terminate automatically if all shares are liquidated or withdrawn from the
account.

36
<PAGE>

contingent deferred sales charge. Free Systematic Withdrawals will be made first
by redeeming those shares that are not subject to the contingent deferred sales
charge and then by redeeming shares held the longest. The contingent deferred
sales charge applicable to a redemption of Class B shares requested while Free
Systematic Withdrawals are being made will be calculated as described under
"Calculation and Waiver of Contingent Deferred Sales Charges," page 34. A
Systematic Withdrawal form may be obtained from the Funds.

INVESTMENT MANAGEMENT

Security Management Company (the "Investment Manager"), 700 Harrison
Street, Topeka, Kansas, has served as investment adviser to Income Fund,
Tax-Exempt Fund and Cash Fund, respectively, since September 14, 1970, October
7, 1983 and June 23, 1980. The current Investment Advisory Contracts for Income
Fund, Tax-Exempt Fund and Cash Fund, respectively, are dated March 27, 1987,
October 7, 1983 and June 23, 1980, and were renewed by the Funds' board of
directors at a regular meeting held February 3, 1995. The Investment Manager
also acts as investment adviser to Security Equity Fund, Security Growth and
Income Fund, Security Ultra Fund and SBL Fund. Security Benefit Group, Inc.
("SBG") owns all of the stock of the Investment Manager. SBG is an insurance and
financial services holding company wholly-owned by Security Benefit Life
Insurance Company, 700 Harrison Street, Topeka, Kansas 66636-0001. Security
Benefit Life, a mutual life insurance company with over $13 billion of insurance
in force, is incorporated under the laws of Kansas.

Pursuant to the Investment Advisory Contracts, the Investment Manager
furnishes investment advisory, statistical and research services to the Funds,
supervises and arranges for the purchase and sale of securities on behalf of the
Funds, provides for the maintenance and compilation of records pertaining to the
investment advisory functions, and also makes certain guarantees with respect to
the Funds' annual expenses. The Investment Manager guarantees that the aggregate
annual expenses of the respective Funds (including for any fiscal year, the
management fee, but excluding interest, taxes, brokerage commissions,
extraordinary expenses and Class B distribution fees) shall not for Corporate
Bond, Limited Maturity Bond, U.S. Government and Global Aggressive Bond Funds
exceed the level of expenses which the Fund is permitted to bear under the most
restrictive expense limitation imposed by any state in which shares of the Fund
are then qualified for sale and shall not for Tax-Exempt and Cash Funds exceed
1% of the Fund's average net assets for the year. The Investment Manager will
contribute such funds or waive such portion of its management fee as may be
necessary to insure that the aggregate expenses of the Funds will not exceed the
guaranteed maximum.

The most restrictive expense limitation currently imposed by state
securities regulation, of which the Investment Manager is aware, provides that
the aggregate annual expenses of an investment company shall not exceed 2 1/2%
of the first $30 million of the average net assets, 2% of the next $70 million
of the average net assets, and 1 1/2% of the remaining average net assets of the
investment company for any fiscal year, determined at least monthly. For this
limitation, "aggregate annual expenses" include management fees, but exclude
interest, taxes, brokerage commissions, extraordinary expenses (such as
litigation) and distribution fees.

The Investment Manager has retained Lexington Management Corporation (the
"Sub-Adviser") to furnish certain advisory services to Global Aggressive Bond
Fund pursuant to a Sub-Advisory Agreement, effective May 1, 1995. Pursuant to
this agreement, the Sub-Adviser furnishes investment advisory, statistical and
research facilities, supervises and arranges for the purchase and sale of
securities on behalf of Global Aggressive Bond Fund and provides for the
compilation and maintenance of records pertaining to such investment advisory
services, subject to the control and supervision of the Board of Directors of
Security Income Fund and the Investment Manager. For such services, the
Investment Manager pays the Sub-Adviser an amount equal to .35% of the average
net assets of Global Aggressive Bond Fund, computed on a daily basis and payable
monthly. The Sub-Advisory Agreement may be terminated without penalty at any
time by either party on 60 days' written notice and is automatically terminated
in the event of its assignment or in the event that the Investment Advisory
Contract between the Investment Manager and the Fund is terminated, assigned or
not renewed.

The Sub-Adviser is a wholly-owned subsidiary of Piedmont Management
Company, Inc., a diversified financial services holding company which is
organized as a Delaware corporation, the majority of the common stock of which
is owned by descendents of Lunsford Richardson, Sr. and their spouses, trusts
and other related entities. The Sub-Adviser was established in 1938 and
currently manages over $3.8 billion in assets.

The Sub-Adviser has entered into a sub-advisory agreement with MFR
Advisors, Inc. ("MFR") to provide investment and economic research services to
Global Aggressive Bond Fund, subject to the control and supervision of the Board
of Directors of Security Income Fund. For such services, the Sub-Adviser pays
MFR an

37
<PAGE>

amount equal to .15% of the average net assets of Global Aggressive Bond Fund,
computed on a daily basis and payable monthly.

MFR is a subsidiary of Maria Fiorini Ramirez, Inc. ("Ramirez") which was
established in August of 1992 to provide global economic consulting, investment
advisory and broker-dealer services. Ramirez is the successor firm to Maria
Ramirez Capital Consultants, Inc. ("MRCC"). MRCC was formed in April 1990 as a
subsidiary of John Hancock Freedom Securities Corporation and offered in-depth
economic consulting services to clients. MFR currently acts as sub-adviser to
the Lexington Ramirez Global Income Fund and also serves as an institutional
manager for private clients.

For its services, the Investment Manager is entitled to receive
compensation on an annual basis equal to .5% of the average daily closing value
of the Corporate Bond, Limited Maturity Bond, U.S. Government, Tax-Exempt and
Cash Fund's net assets and .75% of the average daily closing value of Global
Aggressive Bond Fund's net assets, each computed on a daily basis and payable
monthly. During the fiscal years ended December 31, 1994, 1993 and 1992, the
Funds paid the following amounts to the Investment Manager for its services:
1994 - $560,388; 1993 - $638,559; and 1992 - $501,895 for Income Fund; 1994 -
$146,469; 1993 - $156,664; and 1992 - $127,395 for Tax-Exempt Fund; and 1994 -
$285,251; 1993 - $238,198; and 1992 - $239,197 for Cash Fund. For the years
ended December 31, 1994, 1993 and 1992, the Investment Manager agreed to limit
the total expenses (including its compensation, but excluding interest, taxes
and extraordinary expenses and Class B distribution fees) of Corporate Bond and
U.S. Government Funds to 1.1% of the average daily net assets of the respective
Funds. Accordingly, the Investment Manager reimbursed the U.S. Government Fund
in the following amounts: 1994 - $11,684; 1993 - $10,364; and 1992 - $7,376; and
Corporate Bond Fund: 1994 - $4,276. For the years ended December 31, 1993 and
1992, expenses incurred by Cash Fund exceeded 1% of the average net assets and
accordingly, the Investment Manager reimbursed Cash Fund in the following
amounts: 1993 - $9,761; and 1992 - $15,578. For the year ended December 31,
1994, expenses incurred by Tax-Exempt Fund exceeded 1% of the average net assets
and accordingly, the Investment Manager reimbursed Tax-Exempt Fund $1,505.
Figures for Limited Maturity Bond and Global Aggressive Bond Funds are not
available as these Funds did not begin operations until January 17, 1995 and
June 1, 1995, respectively.

Each Fund will pay all of its expenses not assumed by the Investment
Manager or the Distributor including organization expenses; directors' fees;
fees and expenses of custodian; taxes and governmental fees; interest charges;
membership dues; brokerage commissions; reports; proxy statements; costs of
stockholder and other meetings; Class B distribution fees; and legal, auditing
and accounting expenses. Each Fund will also pay for the preparation and
distribution of the prospectus to its stockholders and all expenses in
connection with its registration under federal and state securities laws. Each
Fund will pay nonrecurring expenses as may arise, including litigation affecting
it.

The Investment Advisory Contracts between Security Management Company and
Income Fund, Tax-Exempt Fund and Cash Fund, dated March 27, 1987, October 7,
1983 and June 23, 1980, respectively, expire on April 1, 1996, May 1, 1996 and
June 1, 1996. The contracts are renewable annually by the Funds' board of
directors or by a vote of a majority of a Fund's outstanding securities and, in
either event, by a majority of the board who are not parties to the contract or
interested persons of any such party. The contracts provide that they may be
terminated without penalty at any time by either party on 60 days' notice and
are automatically terminated in the event of assignment.

Pursuant to Administrative Services Agreements with the Funds dated April
1, 1987, the Investment Manager also acts as the administrative agent for the
Funds and as such performs administrative functions and the bookkeeping,
accounting and pricing functions for the Funds. For these services the
Investment Manager receives, on an annual basis, a fee of .09% of the average
net assets of Corporate Bond, Limited Maturity Bond, U.S. Government and
Tax-Exempt Funds and .045% of the average net assets of Cash and Global
Aggressive Bond Funds, calculated daily and payable monthly. In addition, the
Investment Manager receives, with respect to Global Aggressive Bond Fund, an
annual fee equal to the greater of .10% of its average daily net assets or (i)
$30,000 in the year ending April 29, 1996; (ii) $45,000 in the year ending April
29, 1997; or (iii) $60,000 thereafter. During the fiscal years ended December
31, 1994, 1993 and 1992, the Funds paid the following amounts for administrative
services: 1994 - $100,870; 1993 - $114,940; and 1992 - $90,341 for Income Fund;
1994 - $26,364; 1993 - $28,199; and 1992 - $22,931 for Tax-Exempt Fund; and 1994
- - $25,703; 1993 - $21,674; and 1992 - $21,493 for Cash Fund. Figures for Limited
Maturity Bond and Global Aggressive Bond Funds are not available as these Funds
did not begin operations until January 17, 1995 and June 1, 1995, respectively.

38
<PAGE>

The Investment Manager has arranged for the Sub-Adviser to provide certain
administrative services to the Global Aggressive Bond Fund, pursuant to a
Sub-Administrative Agreement, dated September 10, 1993, as amended effective May
1, 1995. Pursuant to this agreement the Sub-Adviser provides certain accounting
functions, the pricing function and related recordkeeping for Global Aggressive
Bond Fund and certain other mutual funds for which the Investment Manager acts
as fund administrator. For such services the Investment Manager pays the
Sub-Adviser annual compensation which consists of an annual base fee of $9,000
per fund (or series of a fund) per contract year, plus the greater of (i) a
minimum fee of $47,000 per fund (or series of a fund) per contract year or (ii)
an amount equal to the following percentages of the aggregate average daily net
assets of the funds/series:

Average Daily Net Assets of the Combined Funds/Series Compensation
----------------------------------------------------- ------------
Less than $500 million............................... .07%, plus
$500 million but less than $1 billion................ .045%, plus
$1 billion or more................................... .025%

Under the Administrative Services Agreements identified above, the
Investment Manager also acts as the transfer agent for the Funds. As such, the
Investment Manager performs all shareholder servicing functions, including
transferring record ownership, processing purchase and redemption transactions,
answering inquiries, mailing stockholder communications and acting as the
dividend disbursing agent. For these services, the Investment Manager receives
an annual maintenance fee of $8.00 per account, a fee of $1.00 per shareholder
transaction, and a fee of $1.00 ($.50 for Cash Fund) per dividend transaction.
During the fiscal years ended December 31, 1994, 1993, and 1992, the Funds paid
the following amounts for transfer agency services: 1994 - $122,198; 1993 -
$115,313; and 1992 - $90,728 for Income Fund; 1994 - $18,811; 1993 - $19,044;
and 1992 - $15,908 for Tax-Exempt Fund; and 1994 - $139,429; 1993 - $140,300;
and 1992 - $156,117 for Cash Fund. Such fees were not paid for Limited Maturity
Bond and Global Aggressive Bond Funds as these Funds did not begin operations
until January 17, 1995 and June 1, 1995.

The total expenses of the Corporate Bond, U.S. Government, Tax-Exempt and
Cash Funds for the fiscal year ended December 31, 1994 were $1,064,728;
$102,912; $247,287; and $550,410; respectively. The expense ratio for fiscal
year 1994 was 1.01% and 1.85%, respectively of the average net assets of Class A
and B shares of the Corporate Bond Fund and 1.10% and 1.85%, respectively, of
the average net assets of Class A and Class B shares of U.S. Government Fund.
The expense ratio for the fiscal year was .82%, 2.00% and .96% respectively, of
the average net assets of the Class A and Class B shares of Tax-Exempt Fund and
Cash Fund. The expense figures quoted are net of expense reimbursements. For the
period January 17, 1995 (date of inception) to June 30, 1995 and the period June
1, 1995 (date of inception) to September 30, 1995, the total expenses were .53%
for Class A shares and 1.33% for Class B shares of Limited Maturity Bond Fund
and 2.00% for Class A shares and 2.75% for Class B shares of Global Aggressive
Bond Fund, respectively.

The following persons are affiliated with the Funds and also with the
Investment Manager in these capacities:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
NAME POSITIONS WITH THE FUNDS POSITIONS WITH SECURITY MANAGEMENT COMPANY
- -------------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Jeffrey B. Pantages Director President, Chief Investment Officer and Director

John D. Cleland President and Director Senior Vice President and Director

James R. Schmank Vice President and Treasurer Senior Vice President, Treasurer,
Chief Fiscal Officer and Director

Jane A. Tedder Vice President Vice President and Senior Portfolio Manager

Mark E. Young Vice President Vice President-Operations

Amy J. Lee Secretary Secretary

Brenda M. Luthi Assistant Treasurer and Assistant Secretary Assistant Vice President, Assistant Treasurer
and Assistant Secretary
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

Portfolio Management

39
<PAGE>

Tedder, Tom Swank, Steve Bowser and Elaine Miller. Jane A. Tedder, Vice
President and Senior Portfolio Manager of the Investment Manager has day-to-day
responsibility for managing Corporate Bond, Limited Maturity Bond, Tax-Exempt
and Cash Funds. Steve Bowser, Assistant Vice President and Portfolio Manager of
the Investment Manager, has day-to-day responsibility for managing U.S.
Government Fund.

Ms. Tedder has 20 years of experience in the investment field and has
managed the Corporate Bond, Tax-Exempt and Cash Funds since 1983 and the Limited
Maturity Bond Fund since its inception in 1995. Prior to joining the Investment
Manager in 1983, she served as Vice President and Trust Officer of Douglas
County Bank in Kansas. Ms. Tedder earned a bachelor's degree in education from
Oklahoma State University and advanced diplomas from National Graduate Trust
School, Northwestern University, and Stonier Graduate School of Banking, Rutgers
University. She is a Chartered Financial Analyst. Her investment strategy is to
manage portfolios to provide attractive long-term total return, the greatest
part of which will be provided by a consistent income stream.

Mr. Bowser joined the Investment Manager in 1992 and has managed the U.S.
Government Fund since 1995. Prior to joining the Investment Manager, he was
Assistant Vice President and Portfolio Manager with the Federal Home Loan Bank
of Topeka from 1989 to 1992. He was employed at the Federal Reserve Bank of
Kansas City in 1988 and began his career with the Farm Credit System from 1982
to 1987, serving as a Senior Financial Analyst and Assistant Controller. He
graduated with a Bachelor of Science degree from Kansas State University in
1982.

Global Aggressive Bond Fund is managed by an investment management team of
the Sub-Adviser and MFR. Denis P. Jamison and Maria Fiorini Ramirez are the lead
managers.

Denis P. Jamison, C.F.A., Senior Vice President, Director Fixed Income
Strategy of the Sub-Adviser is responsible for fixed-income portfolio
management. He is a member of the New York Society of Security Analysts. Mr.
Jamison has more than 20 years investment experience. Prior to joining the
Sub-Adviser in 1981, Mr. Jamison had spent nine years at Arnold Bernhard &
Company, an investment counseling and financial services organization. At
Bernhard, he was a Vice President supervising the security analyst staff and
managing investment portfolios. He is a specialist in government, corporate and
municipal bonds. Mr. Jamison is a graduate of the City College of New York with
a B.A. in Economics.

Code of Ethics

The Funds, the Investment Manager and the Distributor have a written Code
of Ethics which requires all access persons to obtain prior clearance before
engaging in any personal securities transactions. Access persons include
officers and directors of the Funds and Investment Manager and employees that
participate in, or obtain information regarding, the purchase or sale of
securities by the Funds or whose job relates to the making of any
recommendations with respect to such purchases or sales. All access persons must
report their personal securities transactions within ten days of the end of each
calendar quarter. Access persons will not be permitted to effect transactions in
a security if it: (a) is being considered for purchase or sale by one or more of
the Funds; (b) is being purchased or sold by one or more of the Funds; or (c) is
being offered in an initial public offering. In addition, portfolio managers are
prohibited from purchasing or selling a security within seven calendar days
before or after a Fund that he or she manages trades in that security. Any
material violation of the Code of Ethics is reported to the Board of the Funds.
The Board also reviews the administration of the Code of Ethics on an annual
basis.

40
<PAGE>

DISTRIBUTOR

Security Distributors, Inc. (the "Distributor"), a Kansas corporation and
wholly-owned subsidiary of the Investment Manager, serves as the principal
underwriter for shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, Global Aggressive Bond and Tax-Exempt Funds pursuant to Distribution
Agreements dated March 27, 1984, as amended, and October 7, 1983, respectively.
The Distributor also acts as principal underwriter for the following investment
companies: Security Equity Fund, Security Growth and Income Fund, Security Ultra
Fund, Variflex Variable Annuity Account, Variflex LS Variable Annuity, the
Parkstone Variable Annuity Account, The Parkstone Advantage Fund and Security
Varilife Separate Account.

The Distributor receives a maximum commission on Class A Shares of 4.75%
and allows a maximum discount of 4.0% from the offering price to authorized
dealers on Fund shares sold. The discount is alike for all dealers, but the
Distributor may increase it for specific periods at its discretion. Salespersons
employed by dealers may also be licensed to sell insurance with Security Benefit
Life.

The Distributor received gross underwriting commissions on sales of Class A
shares of $244,043, $506,142, and $689,621 for Income Fund and $64,008,
$148,622, and $121,107 for Tax-Exempt Fund and retained net underwriting
commissions of $48,307, $92,668, and $125,834 for Income Fund and $13,009,
$15,186, and $23,668 for Tax-Exempt Fund for the fiscal years ended December 31,
1994, 1993 and 1992, respectively.

The Distributor, on behalf of the Funds, may act as a broker in the
purchase and sale of securities not effected on a securities exchange, provided
that any such transactions and any commissions shall comply with requirements of
the Investment Company Act of 1940 and all rules and regulations of the
Securities and Exchange Commission. The Distributor has not acted as a broker.

Each Fund's Distribution Agreement is renewable annually either by the
Funds' board of directors or by a vote of a majority of the Fund's outstanding
securities, and, in either event, by a majority of the board who are not parties
to the agreement or interested persons of any such party. The agreements may be
terminated by either party upon 60 days' written notice.

ALLOCATION OF PORTFOLIO BROKERAGE

Transactions in portfolio securities shall be effected in such manner as
deemed to be in the best interest of each respective Fund. In reaching a
judgment relative to the qualifications of a broker or dealer to obtain the best
execution of a particular transaction, all relevant factors and circumstances
will be taken into account by the Investment Manager, including consideration of
the overall reasonableness of commissions paid to a broker, the firm's general
execution and operational capabilities, and its reliability and financial
condition. The Funds do not anticipate that they will incur a significant amount
of brokerage commissions because fixed income securities are generally traded on
a "net" basis--that is, in principal amount without the addition or deduction of
a stated brokerage commission, although the net price usually includes a profit
to the dealer. The Funds will deal directly with the selling or purchasing
principal without incurring charges for the services of a broker on its behalf
unless it is determined that a better price or execution may be obtained by
utilizing the services of a broker. The Funds also may purchase portfolio
securities in underwritings where the price includes a fixed underwriter's
concession or discount. Money market instruments may be purchased directly from
the issuer at no commission or discount.

Portfolio transactions that require a broker may be directed to brokers who
furnish investment information or research services to the Investment Manager.
Such investment information and research services include advice as to the value
of securities, the advisability of investing in, purchasing or selling
securities and the availability of securities and purchasers or sellers of
securities, and furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends, portfolio strategy, and performance of
accounts. Such investment information and research services may be furnished by
brokers in many ways, including: (1) on-line data base systems, the equipment
for which is provided by the broker, that enable registrant to have real-time
access to market information, including quotations; (2) economic research
services, such as publications, chart services and advice from economists
concerning macroeconomic information; and (3) analytical investment information
concerning particular corporations. If a transaction is directed to a broker
supplying such information or services, the commission paid for such transaction
may be in excess of the commission another broker would have charged for
effecting that transaction, provided that the Investment Manager shall have
determined in good faith that the commission is reasonable in relation to the
value of the investment information or the research services provided, viewed in
terms of either that particular transaction or the overall responsibilities of
the

41
<PAGE>

Investment Manager with respect to all accounts as to which it exercises
investment discretion. The Investment Manager may use all, none, or some of such
information and services in providing investment advisory services to each of
the mutual funds under its management, including the Funds.

In addition, brokerage transactions may be placed with broker/dealers who
sell shares of the Funds managed by the Investment Manager who may or may not
also provide investment information and research services. The Investment
Manager may, consistent with the NASD Rules of Fair Practice, consider sales of
Fund shares in the selection of a broker/dealer.

Securities held by the Funds may also be held by other investment advisory
clients of the Investment Manager, including other investment companies. In
addition, the Investment Manager's parent company, Security Benefit Life
Insurance Company ("SBL"), may also hold some of the same securities as the
Funds. When selecting securities for purchase or sale for a Fund, the Investment
Manager may at the same time be purchasing or selling the same securities for
one or more of such other accounts. Subject to the Investment Manager's
obligation to seek best execution, such purchases or sales may be executed
simultaneously or "bunched." It is the policy of the Investment Manager not to
favor one account over the other. Any purchase or sale orders executed
simultaneously (which may also include orders from SBL) are allocated at the
average price and as nearly as practicable on a pro rata basis (transaction
costs will also generally be shared on a pro rata basis) in proportion to the
amounts desired to be purchased or sold by each account. In those instances
where it is not practical to allocate purchase or sale orders on a pro rata
basis, then the allocation will be made on a rotating or other equitable basis.
While it is conceivable that in certain instances this procedure could adversely
affect the price or number of shares involved in the Fund's transaction, it is
believed that the procedure generally contributes to better overall execution of
the Funds' portfolio transactions. The Board of Directors of the Funds has
adopted guidelines governing this procedure and will monitor the procedure to
determine that the guidelines are being followed and that the procedure
continues to be in the best interest of the Fund and its stockholders. With
respect to the allocation of initial public offerings ("IPOs"), the Investment
Manager may determine not to purchase such offerings for certain of its clients
(including investment company clients) due to the limited number of shares
typically available to the Investment Manager in an IPO. No brokerage
commissions were paid by the Funds for the years ended December 31, 1994, 1993
and 1992.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Fund is determined as of the close of
regular trading hours on the New York Stock Exchange (normally 3:00 p.m. Central
time) on each day that the Exchange is open for trading, which is Monday through
Friday except for the following dates when the Exchange is closed in observance
of Federal holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
July Fourth, Labor Day, Thanksgiving Day and Christmas Day. The determination is
made by dividing the total value of the portfolio securities of each Fund, plus
any cash or other assets (including dividends accrued but not collected), less
all liabilities, by the number of shares outstanding of the Fund.

Securities listed or traded on a national securities exchange are valued at
the last sale price or, if there has been no sale that day, at the mean between
bid and asked price. If a mean cannot be determined, then the securities are
valued at the best available current bid price. All other securities, held by
Corporate Bond, Limited Maturity Bond, U.S. Government and Global Aggressive
Bond Funds, for which market quotations are readily available, are valued on the
basis of the last current bid price. If there is no bid price, or if the bid
price is deemed to be unsatisfactory by the Board of Directors, then the
securities shall be valued in good faith by such method as the Board of
Directors determines will reflect fair market value. Valuations of the Funds'
securities are supplied by a pricing service approved by the Board of Directors.

U.S. Government Fund will generally value securities at market value, if
available. If market value is not available, the Fund will value securities,
other than securities with 60 days or less to maturity as discussed below, at
prices based on market quotations for securities of similar type, yield, quality
and duration.

Valuations furnished by the pricing service with respect to Tax-Exempt
Fund's municipal securities are based upon appraisals from recognized municipal
securities dealers derived from information concerning market transactions and
quotations. Securities for which market quotations are readily available are
valued at the last reported sale price, or, if no sales are reported on that
day, at the mean between the latest available bid and asked prices. Securities
for which market quotations are not readily available (which are expected to
constitute the majority of Tax-Exempt Fund's portfolio securities) are valued at
the best available current bid price by the pricing

42
<PAGE>

service, considering such factors as yields or prices of municipal bonds of
comparable quality, type of issue, coupon, maturity and rating, indications as
to value from dealers, and general market conditions. The Fund's officers, under
the general supervision of the Board of Directors, will regularly review
procedures used by, and valuations provided by, the pricing service. Tax-Exempt
Fund's taxable short-term securities for which market quotations are readily
available will be valued at market value, which is the last reported sale price
or, if no sales are reported on that day, at the mean between the latest
available bid and asked prices except that securities having 60 days or less
remaining to maturity may be valued at their amortized cost as discussed below.

Cash Fund's securities are valued by the amortized cost valuation technique
which does not take into consideration unrealized gains or losses. The amortized
cost valuation technique involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price Cash Fund would receive if it sold the
instrument.

During periods of declining interest rates, the daily yield on shares of
Cash Fund computed as described above may tend to be higher than a like
computation made by a fund with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices for all of its
portfolio instruments. Thus, if the use of amortized cost by Cash Fund resulted
in lower aggregate portfolio value on a particular day, a prospective investor
in the Fund would be able to obtain a somewhat higher yield than would result
from investment in a fund utilizing solely market values and existing investors
in Cash Fund would receive less investment income. The converse would apply in a
period of rising interest rates.

The use of amortized cost and the maintenance of Cash Fund's per share net
asset value at $1.00 is based on its election to operate under the provisions of
Rule 2a-7 under the Investment Company Act of 1940. As a condition of operating
under that rule, the Fund must maintain a dollar-weighted average portfolio
maturity of 90 days or less, purchase only instruments having remaining
maturities of thirteen months or less, and invest only in securities which are
determined by the Board of Directors to present minimal credit risks and which
are of high quality as determined by any major rating service, or in the case of
any instrument not so rated, considered by the Board of Directors to be of
comparable quality.

The Board of Directors has established procedures designed to maintain Cash
Fund's price per share, as computed for the purpose of sales and redemptions, at
$1.00. These procedures include a review of the Fund's holdings by the Board of
Directors at such intervals as they deem appropriate to determine whether the
Fund's net asset value calculated by using available market quotations deviates
from $1.00 per share based on amortized cost. If any deviation exceeds 1/2 of
1%, the Board of Directors will promptly consider what action, if any, will be
initiated. In the event the Board of Directors determines that a deviation
exists which may result in material dilution or other unfair results to
investors or existing shareholders, they have agreed to take such corrective
action as they regard as necessary and appropriate, including the sale of Cash
Fund instruments prior to maturity to shorten average Fund maturity or
withholding dividends. Cash Fund will use its best efforts to maintain a
constant net asset value per share of $1.00. See "Security Cash Fund," page 21,
and "Dividends and Taxes," page 47. Since dividends from net investment income
will be accrued daily and paid monthly, the net asset value per share of Cash
Fund will ordinarily remain at $1.00, but the Fund's daily dividends will vary
in amount.

U.S. Government Fund and Tax-Exempt Fund may use the amortized cost
valuation technique utilized by Cash Fund for securities with maturities of 60
days or less. In addition, U.S. Government and Tax-Exempt Funds may use a
similar procedure for securities having 60 days or less remaining to maturity
with the value of the security on the 61st day being used rather than the cost.

The Funds will accept orders from dealers on each business day up to 4:30
p.m. (Central time).

HOW TO REDEEM SHARES

A stockholder may redeem shares at the net asset value next determined
after such shares are tendered for redemption. The amount received may be more
or less than the investor's cost, depending upon the market value of the
portfolio securities at the time of redemption.

Shares will be redeemed on request of the stockholder in proper order to
the Investment Manager, which serves as the Funds' transfer agent. A request is
made in proper order by submitting the following items to the Investment
Manager: (1) a written request for redemption signed by all registered owners
exactly as the account is registered, including fiduciary titles, if any, and
specifying the account number and the dollar amount or number

43
<PAGE>

of shares to be redeemed; (2) a guarantee of all signatures on the written
request or on the share certificate or accompanying stock power; (3) any share
certificates issued for any of the shares to be redeemed; and (4) any additional
documents which may be required by the Investment Manager for redemption by
corporations or other organizations, executors, administrators, trustees,
custodians or the like. Transfers of share ownership are subject to the same
requirements. A signature guarantee is not required for redemptions of $10,000
or less, requested by and payable to all stockholders of record for an account,
to be sent to the address of record. The signature guarantee must be provided by
an eligible guarantor institution, such as a bank, broker, credit union,
national securities exchange or savings association. The Investment Manager
reserves the right to reject any signature guarantee pursuant to its written
procedures which may be revised in the future. To avoid delay in redemption or
transfer, stockholders having questions should contact the Investment Manager.

The amount due on redemption, will be the net asset value of the shares
next computed after the redemption request in proper order is received by the
Investment Manager less any applicable deferred sales charge. In addition,
stockholders of Cash Fund will receive any undistributed dividends, including
any dividend declared on the day of the redemption. Payment of the redemption
price will be made by check (or by wire at the sole discretion of the Investment
Manager if wire transfer is requested, including name and address of the bank
and the stockholder's account number to which payment is to be wired) within
seven days after receipt of the redemption request in proper order. The check
will be mailed to the stockholder's registered address (or as otherwise
directed). Remittance by wire (to a commercial bank account in the same name(s)
as the shares are registered) or by express mail, if requested, will be at a
charge of $15, which will be deducted from the redemption proceeds.

Cash Fund offers redemption by check and Corporate Bond, Limited Maturity
Bond, U.S. Government and Tax-Exempt Funds offer redemption by check on Class A
shares only. Global Aggressive Bond Fund does not offer redemption by check. If
blank checks are requested on the Check Writing Request form, the Fund will make
a supply available. Such checks for Corporate Bond, Limited Maturity Bond, U.S.
Government and Tax-Exempt Funds may be drawn payable to the order of any payee
(not to cash) in any amount of $250, if the account value is $1,000 or more.
Such checks for Cash Fund may be drawn in any amount of $100 or more. Checks of
each of the Funds may be cashed or deposited like any other check drawn on a
bank. When a check is presented to the Fund for payment, it will redeem
sufficient full and fractional shares to cover the check. Such shares will be
redeemed at the price next calculated following receipt of any check which does
not exceed the value of the account. The price of Fund shares fluctuates from
day-to-day and the price at the time of redemption, by check or otherwise, may
be less than the amount invested. Any check presented for payment which is more
than the value of the account will be returned without payment, marked
"Insufficient Funds." Each new stockholder will initially receive twelve checks
free of charge and such additional checks as may be required. Since the amount
available for withdrawal fluctuates daily, it is not practical for a stockholder
to attempt to withdraw the entire investment by check. The Fund reserves the
right to terminate this service at any time with respect to existing as well as
future stockholders. Redemption by check is not available if any shares are held
in certificate form or if shares being redeemed have not been on the Fund's
books for at least 15 days.

When investing in the Funds, stockholders are required to furnish their tax
identification number and to state whether or not they are subject to
withholding for prior underreporting, certified under penalties of perjury as
prescribed by the Internal Revenue Code. To the extent permitted by law, the
redemption proceeds of stockholders who fail to furnish this information will be
reduced by $50 to reimburse for the IRS penalty imposed for failure to report
the tax identification number on information reports.

Payment in cash of the amount due on redemption, less any applicable
deferred sales charge, for shares redeemed will be made within seven days after
tender, except that the Funds may suspend the right of redemption during any
period when trading on the New York Stock Exchange is restricted or such
Exchange is closed for other than weekends or holidays, or any emergency is
deemed to exist by the Securities and Exchange Commission. When a redemption
request is received, the redemption proceeds are deposited into a redemption
account established by the Distributor and the Distributor sends a check in the
amount of redemption proceeds to the stockholder. The Distributor earns interest
on the amounts maintained in the redemption account. Conversely, the Distributor
causes payments to be made to the Funds in the case of orders for purchase of
Fund shares before it actually receives federal funds.

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<PAGE>

The repurchase or redemption of shares held in a tax-qualified retirement
plan must be effected through the trustee of the plan and may result in adverse
tax consequences. (See "Retirement Plans, " page 54.)

At various times the Funds may be requested to redeem shares for which they
have not yet received good payment. Accordingly, the Funds may delay the mailing
of a redemption check until such time as they have assured themselves that good
payment (e.g., cash or certified check on a U.S. bank) has been collected for
the purchase of such shares, which may take up to 15 days from the purchase
date.

Tax-Exempt Fund's Articles of Incorporation provide that, in order to
minimize expenses, the Fund may, pursuant to a resolution of the Board of
Directors, adopt a procedure whereby it would redeem stockholder accounts in
which there are fewer than 50 shares (or such lesser amount as the board
determines) after having given the stockholders at least 60 days' written notice
and an opportunity to increase the account to at least 50 shares. This procedure
can be implemented only after six months' prior notice to all stockholders that
the procedure will be put into effect. The Board of Directors has no present
plan to implement an involuntary redemption procedure.

Telephone Redemptions

Stockholders of the Funds may redeem uncertificated shares in amounts up to
$10,000 by telephone request, provided that the stockholder has completed the
Telephone Redemption section of the application or a Telephone Redemption form
which may be obtained from the Investment Manager. The proceeds of a telephone
redemption will be sent to the stockholder at his or her address as set forth in
the application or in a subsequent written authorization. Once authorization has
been received by the Investment Manager, a stockholder may redeem shares by
calling the Funds at (800) 888-2461, extension 3127, on weekdays (except
holidays) between the hours of 8:00 a.m. and 5:00 p.m. Central time. Redemption
requests received by telephone after the close of the New York Stock Exchange
(normally 3:00 p.m. Central time) will be treated as if received on the next
business day. A stockholder who authorizes telephone redemptions authorizes the
Investment Manager to act upon the instructions of any person identifying
themselves as the owner of the account or the owner's broker. The Investment
Manager has established procedures to confirm that instructions communicated by
telephone are genuine and will be liable for any losses due to fraudulent or
unauthorized instructions if it fails to comply with its procedures. The
Investment Manager's procedures require that any person requesting a redemption
by telephone provide the account registration and number, the owner's tax
identification number, and the dollar amount or number of shares to be redeemed,
and such instructions must be received on a recorded line. Neither the Fund, the
Investment Manager, nor the Distributor will be liable for any loss, liability,
cost or expense arising out of any redemption request provided that the
Investment Manager complied with its procedures. Thus, a stockholder who
authorizes telephone redemptions may bear the risk of loss from a fraudulent or
unauthorized request. The telephone redemption privilege may be changed or
discontinued at any time by the Investment Manager or the Funds.

During periods of severe market or economic conditions, telephone
redemptions may be difficult to implement and stockholders should make
redemptions by mail as described under "How to Redeem Shares," page 43.

HOW TO EXCHANGE SHARES

Pursuant to arrangements with the Distributor (which also acts as principal
underwriter for Security Equity, Growth and Income and Ultra Funds),
stockholders of the Funds may exchange their shares for shares of another of the
Funds, Security Equity Fund, Security Growth and Income Fund or Security Ultra
Fund (the "Security Funds"). Such transactions generally have the same tax
consequences as ordinary sales and purchases and are not tax-free exchanges.

Class A and Class B shares of the Funds may be exchanged for Class A and
Class B shares, respectively, of another of the Security Funds or for shares of
Cash Fund, which offers a single class of shares. Any applicable contingent
deferred sales charge will be calculated from the date of the initial purchase
without regard to the time shares were held in Cash Fund.

Because Cash Fund does not impose a sales charge in connection with sales
of its shares, any exchange of Cash Fund shares acquired through direct purchase
or reinvestment of dividends will be based upon the respective net asset values
of the shares involved next determined after the exchange is accepted, and a
sales charge will be imposed equal to the sales charge that would be applicable
if the stockholder were purchasing shares of the other Security Fund(s) for
cash. The amount of such sales charge will be paid by Cash Fund on

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behalf of the exchanging stockholder directly to the Distributor and the net
asset value of the shares being exchanged will be reduced by a like amount.

Stockholders making such exchanges must provide the Investment Manager with
sufficient information to permit verification of their prior ownership of shares
of one of the other Security Funds. Shares of Cash Fund begin earning dividends
on the day after the date an exchange into such shares is effected. Any such
exchange is subject to the minimum investment and eligibility requirements of
each Fund. No service fee is presently imposed on such an exchange.

Exchanges may be accomplished by submitting a written request to the
Investment Manager, 700 Harrison Street, Topeka, Kansas 66636-0001.
Broker/dealers who process exchange orders on behalf of their customers may
charge a fee for their services. Such fee would be in addition to any of the
sales or other charges referred to above but may be avoided by making exchange
requests directly to the Investment Manager. Due to the high cost of exchange
activity and the maintenance of accounts having a net value of less than $100,
Cash Fund reserves the right to totally convert the account if at any time an
exchange request results in an account being lowered below the $100 minimum.

An exchange of shares, as described above, may result in the realization of
a capital gain or loss for federal income tax purposes, depending on the cost or
other value of the shares exchanged. No representation is made as to whether
gain or loss would result from any particular exchange or as to the manner of
determining the amount of gain or loss. (See "Dividends and Taxes," page 47.)
Before effecting any exchange described herein, the investor may wish to seek
the advice of a financial or tax adviser.

Exchanges of shares of the Funds may be made only in jurisdictions where
shares of the fund being acquired may lawfully be sold. More complete
information about the Security Funds, including charges and expenses, are
contained in the current prospectus describing each Fund. Stockholders are
advised to obtain and review carefully, the applicable prospectus prior to
effecting any exchange. A copy of such prospectus will be given any requesting
stockholder by the Distributor.

The exchange privilege may be changed or discontinued any time at the
discretion of the management of the Funds upon 60 days' notice to stockholders.
It is contemplated, however, that this privilege will be extended in the absence
of objection by regulatory authorities and provided that shares of the various
funds are available and may be lawfully sold in the jurisdiction in which the
stockholder resides.

Exchange By Telephone

To exchange shares by telephone, a stockholder must have completed either
the Telephone Exchange section of the application or a Telephone Transfer
Authorization form which may be obtained from the Investment Manager.
Authorization must be on file with the Investment Manager before exchanges may
be made by telephone. Once authorization has been received by the Investment
Manager, a stockholder may exchange shares by telephone by calling the Funds at
(800) 888-2461, extension 3127, on weekdays (except holidays) between the hours
of 8:00 a.m. and 5:00 p.m. Central time. Exchange requests received by telephone
after the close of the New York Stock Exchange (normally 3:00 p.m. Central time)
will be treated as if received on the next business day. Shares which are held
in certificate form may not be exchanged by telephone. The telephone exchange
privilege is only permitted between accounts with identical registration. The
Investment Manager has established procedures to confirm that instructions
communicated by telephone are genuine and will be liable for any losses due to
fraudulent or unauthorized instructions, if it fails to comply with its
procedures. The Investment Manager's procedures require that any person
requesting an exchange by telephone provide the account registration and number,
the tax identification number, the dollar amount or number of shares to be
exchanged, and the names of the Security Funds from which and into which the
exchange is to be made, and such instructions must be received on a recorded
line. Neither the Funds, the Investment Manager, nor the Distributor will be
liable for any loss, liability, cost or expense arising out of any request,
including any fraudulent request provided the Investment Manager complied with
its procedures. Thus, a stockholder who authorizes telephone exchanges may bear
the risk of loss from a fraudulent or unauthorized request. This telephone
exchange privilege may be changed or discontinued at any time at the discretion
of the management of the Funds. In particular, the Funds may set limits on the
amount and frequency of such exchanges, in general or as to any individual who
abuses such privilege.

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DIVIDENDS AND TAXES

Each Fund intends to qualify annually and to elect to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code"). To qualify as a regulated investment company, each Fund must,
among other things: (i) derive in each taxable year at least 90% of its gross
income from dividends, interest, payments with respect to certain securities
loans, and gains from the sale or other disposition of stock, securities or
foreign currencies, or other income derived with respect to its business of
investing in such stock, securities, or currencies ("Qualifying Income Test");
(ii) derive in each taxable year less than 30% of its gross income from the sale
or other disposition of certain assets held less than three months (namely (a)
stock or securities, (b) options, futures and forward contracts (other than
those on foreign currencies), and (c) foreign currencies (including options,
futures, and forward contracts on such currencies) not directly related to a
Fund's principal business of investing in stocks or securities (or options and
futures with respect to stocks and securities)); (iii) diversify its holdings so
that, at the end of each quarter of the taxable year, (a) at least 50% of the
market value of the Fund's assets is represented by cash, cash items, U.S.
Government securities, the securities of other regulated investment companies,
and other securities, with such other securities of any one issuer limited for
the purposes of this calculation to an amount not greater than 5% of the value
of the Fund's total assets and 10% of the outstanding voting securities of such
issuer, and (b) not more than 25% of the value of its total assets is invested
in the securities of any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies), or of two or more
issuers which the Fund controls (as that term is defined in the relevant
provisions of the Code) and which are determined to be engaged in the same or
similar trades or businesses or related trades or businesses; and (iv)
distribute at least 90% of the sum of its investment company taxable income
(which includes, among other items, dividends, interest, and net short-term
capital gains in excess of any net long-term capital losses) and its net
tax-exempt interest each taxable year. The Treasury Department is authorized to
promulgate regulations under which foreign currency gains would constitute
qualifying income for purposes of the Qualifying Income Test only if such gains
are directly related to investing in securities (or options and futures with
respect to securities). To date, no such regulations have been issued.

A Fund qualifying as a regulated investment company generally will not be
subject to U.S. federal income tax on its investment company taxable income and
net capital gains (any net long-term capital gains in excess of the net
short-term capital losses), if any, that it distributes to shareholders. Each
Fund intends to distribute to its stockholders, at least annually, substantially
all of its investment company taxable income and any net capital gains.

Generally, regulated investment companies, like the Funds, must distribute
amounts on a timely basis in accordance with a calendar year distribution
requirement in order to avoid a nondeductible 4% excise tax. Generally, to avoid
the tax, a regulated investment company must distribute during each calendar
year, (i) at least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year, (ii) at least 98% of its capital
gains in excess of its capital losses (adjusted for certain ordinary losses) for
the 12-month period ending on October 31 of the calendar year, and (iii) all
ordinary income and capital gains for previous years that were not distributed
during such years. To avoid application of the excise tax, each Fund intends to
make its distributions in accordance with the calendar year distribution
requirement. A distribution, including an "exempt-interest dividend," will be
treated as paid on December 31 of the calendar year if it is declared by a Fund
in October, November or December of that year to shareholders of record on a
date in such a month and paid by the Fund during January of the following
calendar year. Such distributions are taxable to shareholders in the calendar
year in which the distributions are declared, rather than the calendar year in
which the distributions are received.

If, as a result of exchange controls or other foreign laws or restrictions
regarding repatriation of capital, a Fund were unable to distribute an amount
equal to substantially all of its investment company taxable income (as
determined for U.S. tax purposes) within applicable time periods, the Fund would
not qualify for the favorable federal income tax treatment afforded regulated
investment companies, or, even if it did so qualify, it might become liable for
federal taxes on undistributed income. In addition, the ability of a Fund to
obtain timely and accurate information relating to its investments is a
significant factor in complying with the requirements applicable to regulated
investment companies in making tax-related computations. Thus, if a Fund were
unable to obtain accurate information on a timely basis, it might be unable to
qualify as a regulated investment company, or its tax computations might be
subject to revisions (which could result in the imposition of taxes, interest
and penalties).

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It is the policy of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond and Tax-Exempt Funds to pay dividends from net investment
income monthly and to make distributions of realized capital gains (if any) in
excess of any capital losses and capital loss carryovers at least once a year.
Because Class A shares of the Funds bear most of the costs of distribution of
such shares through payment of a front-end sales charge, while Class B shares of
the Funds bear such costs through a higher distribution fee, expenses
attributable to Class B shares, generally will be higher and as a result, income
distributions paid by the Funds with respect to Class B shares generally will be
lower than those paid with respect to Class A shares. All dividends and
distributions are automatically reinvested on the payable date in shares of the
Fund at net asset value, as of the record date (reduced by an amount equal to
the amount of the dividend or distribution), unless the Investment Manager is
previously notified in writing by the stockholder that such dividends or
distributions are to be received in cash. A stockholder may request that such
dividends or distributions be directly deposited to the stockholder's bank
account. A stockholder who elected not to reinvest dividends or distributions
paid with respect to Class A shares may, at any time within thirty days after
the payment date, reinvest the dividend check without imposition of a sales
charge.

Cash Fund's policy is to declare daily dividends of all of its net
investment income each day the Fund is open for business, increased or decreased
by any realized capital gains or losses. Such dividends are automatically
credited to stockholder accounts. Unless stockholders elect to receive cash,
they will receive such dividends in additional shares on the first business day
of each month at the net asset value on that date. If cash is desired, investors
may indicate so in the appropriate section of the application and checks will be
mailed within five business days after the beginning of the month. The amount of
dividend may fluctuate from day to day. If on any day net realized or unrealized
losses on portfolio securities exceed Cash Fund's income for that day and
results in a decline of net asset value per share below $1.00, the dividend for
that day will be omitted until the net asset value per share subsequently
returns to $1.00 per share.

The Funds will not pay dividends or distributions of less than $25 in cash
but will automatically reinvest them. Distributions of net investment income and
any short-term capital gains by Income Fund or Cash Fund are taxable as ordinary
income whether received in cash or reinvested in additional shares. To the
extent that Tax-Exempt Fund's dividends are derived from interest on its
temporary taxable investments or from an excess of net short-term capital gain
over net long-term capital loss, its dividends are taxable as ordinary income
whether received in cash or reinvested in additional shares. Such dividends do
not qualify for the dividends-received deduction for corporations.

Stockholders will report as long-term capital gains income any realized net
long-term capital gains in excess of any capital loss carryover which is
distributed to them, and designated by the Fund as a capital gain dividend
whether received in cash or reinvested in additional shares, and regardless of
the period of time such shares have been owned by the stockholder. Because Cash
Fund normally will not invest in securities having a maturity of more than one
year, it should not realize any long-term capital gains or losses. Advice as to
the tax status of each year's dividends and distributions will be mailed
annually.

Tax-Exempt Fund intends to qualify to pay "exempt-interest dividends" to
its stockholders. The Fund will be so qualified if, at the close of each quarter
of its taxable year, at least 50% of the value of its total assets consists of
securities on which the interest payments are exempt from federal tax. To the
extent that Tax-Exempt Fund's dividends distributed to stockholders are derived
from earnings on interest income exempt from federal tax and are designated as
"exempt-interest dividends" by the Fund, they will be excludable from a
stockholder's gross income for federal income tax purposes. Tax-Exempt Fund will
inform stockholders annually as to the portion of that year's distributions from
the Fund which constituted "exempt-interest dividends."

To the extent that Tax-Exempt Fund's interest income is attributable to
private activity bonds, dividends allocable to such income, while exempt from
the regular federal income tax, may constitute an item of tax preference for
purposes of the alternative minimum tax. In addition, for corporate stockholders
of Tax-Exempt Fund, exempt interest may comprise part or all of an adjustment to
alternative minimum taxable income.

Stockholders of the Funds who redeem their shares generally will realize
gain or loss upon the sale or redemption (including the exchange of shares for
shares of another fund) which will be capital gain or loss if the shares are
capital assets in the stockholder's hands, and will be long-term capital gain or
loss if the shares have been held for more than one year. Investors should be
aware that any loss realized upon the sale or redemption of shares held for six
months or less will be treated as a long-term capital loss to the extent of any
distribution of long-term capital gain to the stockholder with respect to such
shares. In addition, any loss realized on a sale or

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exchange of shares will be disallowed to the extent the shares disposed of are
replaced within a period of 61 days, beginning 30 days before and ending 30 days
after the date the shares are disposed of, such as pursuant to the reinvestment
of dividends. In such case, the basis of the shares acquired will be adjusted to
reflect the disallowed loss.

Under certain circumstances, the sales charge incurred in acquiring Class A
shares of a Fund may not be taken into account in determining the gain or loss
on the disposition of those shares. This rule applies in circumstances when
shares of the Fund are exchanged within 90 days after the date they were
purchased and new shares in a regulated investment company are acquired without
a sales charge or at a reduced sales charge. In that case, the gain or loss
recognized on the exchange will be determined by excluding from the tax basis of
the shares exchanged all or a portion of the sales charge incurred in acquiring
those shares. This exclusion applies to the extent that the otherwise applicable
sales charge with respect to the newly acquired shares is reduced as a result of
having incurred the sales charge initially. Instead, the portion of the sales
charge affected by this rule will be treated as an amount paid for the new
shares.

Up to 85% of an individual's Social Security benefits and certain railroad
retirement benefits may be subject to federal income tax. Along with other
factors, total tax-exempt income, including any exempt-interest dividends
received from Tax-Exempt Fund, is used to calculate the portion of Social
Security benefits that is taxed.

Under the Internal Revenue Code, a stockholder may not deduct all or a
portion of interest on indebtedness incurred or continued to purchase or carry
shares of an investment company paying exempt-interest dividends. In addition,
under rules issued by the Internal Revenue Service for determining when borrowed
funds are considered used for the purposes of purchasing or carrying particular
assets, the purchase of shares may be considered to have been made with borrowed
funds even though the borrowed funds are not directly traceable to the purchase
of shares.

A deductible "environmental tax" of 0.12% is imposed on a corporation's
modified alternative minimum taxable income in excess of $2 million. The
environmental tax will be imposed even if the corporation is not required to pay
an alternative minimum tax because the corporation's regular income tax
liability exceeds its minimum tax liability. To the extent that exempt-interest
dividends paid by Tax-Exempt Fund are included in alternative minimum taxable
income, corporate stockholders may be subject to the environmental tax.

Opinions relating to the validity of municipal securities and the exemption
of interest thereon from federal income tax are rendered by bond counsel to the
issuer. Neither the Investment Manager nor Tax-Exempt Fund's counsel makes any
review of proceedings relating to the issuance of municipal securities or the
bases of such opinions.

The Funds are required by law to withhold 31% of taxable dividends and
distributions to stockholders who do not furnish their correct taxpayer
identification numbers, or are otherwise subject to the backup withholding
provisions of the Internal Revenue Code.

Each of Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government
Fund and Global Aggressive Bond Fund (the Series of Income Fund) will be treated
separately in determining the amounts of income and capital gains distributions.
For this purpose, each Fund will reflect only the income and gains, net of
losses of that Fund.

A purchase of shares shortly before payment of a dividend or distribution
would be disadvantageous because the dividend or distribution to the purchaser
would have the effect of reducing the per share net asset value of his or her
shares by the amount of the dividends or distributions. In addition all or a
portion of such dividends or distributions, although in effect a return of
capital, are subject to taxes, which may be at ordinary income tax rates.

Options, Futures and Forward Contracts and Swap Agreements. Certain
options, futures contracts, and forward contracts in which a Fund may invest may
be "Section 1256 contracts." Gains or losses on Section 1256 contracts generally
are considered 60% long-term and 40% short-term capital gains or losses;
however, foreign currency gains or losses arising from certain Section 1256
contracts may be treated as ordinary income or loss. Also, Section 1256
contracts held by a Fund at the end of each taxable year (and at certain other
times as prescribed pursuant to the Code) are "marked to market" with the result
that unrealized gains or losses are treated as though they were realized.

Generally, the hedging transactions undertaken by a Fund may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may affect
the character of gains (or losses) realized by a Fund. In addition, losses
realized by a Fund on positions that are part of a straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
the taxable income for the taxable year in which such losses are realized.

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Because only a few regulations implementing the straddle rules have been
promulgated, the tax consequences of transactions in options, futures, forward
contracts, swap agreements and other financial contracts to a Fund are not
entirely clear. The transactions may increase the amount of short-term capital
gain realized by a Fund which is taxed as ordinary income when distributed to
shareholders.

A Fund may make one or more of the elections available under the Code which
are applicable to straddles. If a Fund makes any of the elections, the amount,
character and timing of the recognition of gains or losses from the affected
straddle positions will be determined under rules that vary according to the
election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

Because application of the straddle rules may affect the character of gains
or losses, defer losses and/or accelerate the recognition of gains or losses
from the affected straddle positions, the amount which must be distributed to
shareholders, and which will be taxed to shareholders as ordinary income or
long-term capital gain, may be increased or decreased as compared to a fund that
did not engage in such hedging transactions.

Because only a few regulations regarding the treatment of swap agreements,
and related caps, floors and collars, have been implemented, the tax
consequences of such transactions are not entirely clear. The Funds intend to
account for such transactions in a manner deemed by them to be appropriate, but
the Internal Revenue Service might not necessarily accept such treatment. If it
did not, the status of a Fund as a regulated investment company might be
affected.

The requirements applicable to a Fund's qualification as a regulated
investment company may limit the extent to which a Fund will be able to engage
in transactions in options, futures contracts, forward contracts, swap
agreements and other financial contracts.

Foreign Taxation. Income received by a Fund from sources within a foreign
country may be subject to withholding and other taxes imposed by that country.
Tax conventions between certain countries and the U.S. may reduce or eliminate
such taxes.

Foreign Currency Transactions. Under the Code, gains or losses attributable
to fluctuations in exchange rates which occur between the time a Fund accrues
income or other receivables or accrues expenses or other liabilities denominated
in a foreign currency and the time that Fund actually collects such receivables
or pays such liabilities generally are treated as ordinary income or ordinary
loss. Similarly, on disposition of debt securities denominated in a foreign
currency and on disposition of certain futures contracts, forward contracts and
options, gains or losses attributable to fluctuations in the value of foreign
currency between the date of acquisition of the security or contract and the
date of disposition also are treated as ordinary gain or loss. These gains or
losses, referred to under the Code as "Section 988" gains or losses, may
increase or decrease the amount of a Fund's investment company taxable income to
be distributed to its shareholders as ordinary income.

Original Issue Discount. Debt securities purchased by a Fund (such as zero
coupon bonds) may be treated for U.S. federal income tax purposes as having
original issue discount. Original issue discount is treated as interest for
federal income tax purposes and can generally be defined as the excess of the
stated redemption price at maturity over the issue price. Original issue
discount, whether or not cash payments actually are received by a Fund, is
treated for federal income tax purposes as income earned by the Fund, and
therefore is subject to the distribution requirements of the Code. Generally,
the amount of original issue discount included in the income of the Fund each
year is determined on the basis of a constant yield to maturity which takes into
account the compounding of accrued interest.

In addition, debt securities may be purchased by a Fund at a discount which
exceeds the original issue discount remaining on the securities, if any, at the
time the Fund purchased the securities. This additional discount represents
market discount for income tax purposes. Treatment of market discount varies
depending upon the maturity of the debt security. Generally, in the case of any
debt security having a fixed maturity date of more than one year from the date
of issue and having market discount, the gain realized on disposition will be
treated as ordinary income to the extent it does not exceed the accrued market
discount on the security (unless the Fund elects for all its debt securities
having a fixed maturity date of more than one year from the date of issue to
include market discount in income in tax years to which it is attributable).
Generally, market discount accrues on a daily basis. For any debt security
having a fixed maturity date of not more than one year from the date of issue,
special rules apply which may require in some circumstances the ratable
inclusion of income attributable to discount at which the bond was acquired as
calculated under the Code. A Fund may be required to capitalize, rather than
deduct currently, part or all of any net direct interest expense on indebtedness
incurred or continued to

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purchase or carry any debt security having market discount (unless the Fund
makes the election to include market discount currently).

Other Taxes. The foregoing discussion is general in nature and is not
intended to provide an exhaustive presentation of the tax consequences of
investing in a Fund. Distributions may also be subject to additional state,
local and foreign taxes, depending on each shareholder's particular situation.
Depending upon the nature and extent of a Fund's contacts with a state or local
jurisdiction, the Fund may be subject to the tax laws of such jurisdiction if it
is regarded under applicable law as doing business in, or as having income
derived from, the jurisdiction. Persons who may be "substantial users" (or
"related persons" of substantial users) of facilities financed by private
activity bonds should consult their tax adviser before purchasing Tax-Exempt
Fund shares. (See "Municipal Securities," page 18.) Shareholders are advised to
consult their own tax advisers with respect to the particular tax consequences
to them of an investment in a Fund.

ORGANIZATION

The Articles of Incorporation of Income and Tax-Exempt Funds provide for
the issuance of shares of common stock in one or more classes or series and the
Articles of Cash Fund provide for the issuance of stock in one or more series.

Income Fund has authorized capital stock of 1,000,000,000 shares of $1.00
par value and currently issues its shares in four series, Corporate Bond Fund,
Limited Maturity Bond Fund, U.S. Government Fund and Global Aggressive Bond
Fund, each of which has authority to issue 400,000,000 shares, 200,000,000
shares, 200,000,000 shares and 200,000,000 shares, respectively. The shares of
each Series of Income Fund represent a pro rata beneficial interest in that
Series' net assets and in the earnings and profits or losses derived from the
investment of such assets. Tax-Exempt and Cash Funds have not issued shares in
any additional series at the present time. Tax-Exempt and Cash Funds have
authorized capital stock of 1,000,000,000 shares and 5,000,000,000 shares,
respectively, each of $0.10 par value.

Each of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Tax-Exempt Funds currently issues two classes of shares
which participate proportionately based on their relative net asset values in
dividends and distributions and have equal voting, liquidation and other rights
except that (i) expenses related to the distribution of each class of shares or
other expenses that the Board of Directors may designate as class expenses from
time to time, are borne solely by each class; (ii) each class of shares has
exclusive voting rights with respect to any Distribution Plan adopted for that
class; (iii) each class has different exchange privileges; and (iv) each class
has a different designation. When issued and paid for, the shares of Corporate
Bond, Limited Maturity Bond, U.S. Government, Global Aggressive Bond, Tax-Exempt
and Cash Funds will be fully paid and nonassessable by the Funds. Shares may be
exchanged as described above under "Exchange Privilege," but will have no other
preference, conversion, exchange or preemptive rights. Shares are transferable,
redeemable and assignable and have cumulative voting privileges for the election
of directors.

On certain matters, such as the election of directors, all shares of the
Series of Income Fund vote together with each share having one vote. On other
matters affecting a particular Series, such as the investment advisory contract
or the fundamental policies, only shares of that Series are entitled to vote,
and a majority vote of the shares of that Series is required for approval of the
proposal.

The Funds do not generally hold annual meetings of stockholders and will do
so only when required by law. Stockholders may remove directors from office by
vote cast in person or by proxy at a meeting of stockholders. Such a meeting
will be called at the written request of 10% of a Fund's outstanding shares.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND-PAYING AGENT

UMB Bank, N.A., 928 Grand Avenue, Kansas City, Missouri 64106 acts as the
custodian for the portfolio securities of Corporate Bond Fund, Limited Maturity
Bond Fund, U.S. Government Fund, Tax-Exempt Fund and Cash Fund. Chase Manhattan
Bank, N.A., 4 Chase MetroTech Center, Brooklyn, New York, acts as custodian for
the portfolio securities of Global Aggressive Bond Fund, including those held by
foreign banks and foreign securities depositories which qualify as eligible
foreign custodians under the rules adopted by the Securities and Exchange
Commission. Security Management Company acts as the Funds' transfer and
dividend-paying agent.

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<PAGE>

INDEPENDENT AUDITORS

The firm of Ernst & Young LLP, One Kansas City Place, 1200 Main Street,
Kansas City, Missouri, has been selected by a majority of the independent
directors of each Fund to serve as the independent auditors of the Funds, and as
such, the firm will perform the annual audit of each Fund's financial
statements.

PERFORMANCE INFORMATION

The Funds may, from time to time, include performance information in
advertisements, sales literature or reports to stockholders or prospective
investors. Performance information in advertisements or sales literature may be
expressed as yield for each of the Funds, effective yield for Cash Fund, taxable
equivalent yield for Tax-Exempt Fund and average annual total return and
aggregate total return for Tax-Exempt and Income Funds.

For Cash Fund, the current yield will be based upon the seven calendar days
ending on the date of calculation ("the base period"). The total net investment
income earned, exclusive of realized capital gains and losses or unrealized
appreciation and depreciation, during the base period, on a hypothetical
pre-existing account having a balance of one share will be divided by the value
of the account at the beginning of that period. The resulting figure ("the base
period return") will then be multiplied by 365/7 to obtain the current yield.
Cash Fund's current yield for the seven-day period ended December 31, 1994 was
4.72%.

Cash Fund's effective (or compound) yield for the same period was 4.83%.
The effective yield reflects the compounding of the current yield by reinvesting
all dividends and will be computed by compounding the base period return by
adding 1 to the base period return, raising the sum to a power equal to 365
divided by 7, and subtracting 1 from the result. The yield of the Fund may be
obtained by calling the Fund.

Investors should recognize that investment in Cash Fund is not guaranteed
or insured by any state, federal or government agency or by any other person.

With respect to Income Fund and Tax-Exempt Fund, quotations of yield will
be based on the investment income per share earned during a particular 30-day
period, less expenses per share accrued during the period ("net investment
income") and will be computed by dividing net investment income by the maximum
offering price per share on the last day of the period, according to the
following formula:

A-B
YIELD = 2((--- + 1)(6) - 1)
CD

where A = dividends and interest earned during the period, B = expenses accrued
for the period (net of any reimbursements), C = the average daily number of
shares outstanding during the period that were entitled to receive dividends,
and D = the maximum offering price per share on the last day of the period.

Tax-Exempt Fund's tax-equivalent yield, like yield, is based on a 30-day
period and is computed by dividing that portion of the Fund's yield (computed as
described above) which is tax-exempt by one minus a stated income tax rate and
adding the resulting figure to that portion of the Fund's yield, if any, that is
not tax-exempt.

For the 30-day period ended December 31, 1994, the yield for the Class A
shares of the following Funds was 7.13% for the Corporate Bond Fund, 6.88% for
the U.S. Government Fund, and 5.40% for Tax-Exempt Fund. For the same period,
the tax equivalent yield for the Class A shares of Tax-Exempt Fund assuming a
15% income tax rate and a 28% income tax rate, respectively, was 6.35% and
7.50%.

For the 30-day period ended December 31, 1994, the yield for the Class B
shares of the following Funds was 7.05% for the Corporate Bond Fund, 6.45% for
the U.S. Government Fund, and 4.44% for Tax-Exempt Fund. For the same period,
the tax equivalent yield for the Class B shares of Tax-Exempt Fund assuming a
15% income tax rate and a 28% income tax rate, respectively, was 5.22% and
6.17%.

Yield figures for the Limited Maturity Bond and Global Aggressive Bond
Funds are not yet available as these Funds did not begin operations until
January 17, 1995 and June 1, 1995, respectively.

There is no assurance that a yield quoted will remain in effect for any
period of time. Inasmuch as certain estimates must be made in computing average
daily yield, actual yields may vary and will depend upon such factors as the
type of instruments in the Fund's portfolio, the portfolio quality and average
maturity of such instruments, changes in interest rates and the actual Fund
expenses. Yield computations will reflect the expense limitations described in
this Prospectus under "Investment Manager."

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<PAGE>

Quotations of average annual total return will be expressed in terms of the
average annual compounded rate of return of a hypothetical investment in Income
Fund or Tax-Exempt Fund over periods of 1, 5 and 10 years (up to the life of the
Fund), calculated pursuant to the following formula:

P(1+T)n=ERV

(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years, and ERV = the ending redeemable value of
a hypothetical $1,000 payment made at the beginning of the period). All average
annual total return figures will reflect the deduction of the maximum initial
sales load in the case of quotations of performance of Class A shares or the
applicable contingent deferred sales charge in the case of quotations of
performance of Class B shares and a proportional share of Fund expenses on an
annual basis, and assume that all dividends and distributions are reinvested
when paid.

For the 1-, 5- and 10-year periods ended December 31, 1994, the average
annual total return for Class A shares of the Corporate Bond Fund was -12.63%,
6.03% and 8.20%, respectively. For the 1-year period ended December 31, 1994,
the average total return for Class B shares of Corporate Bond Fund was -13.58%.
For the period October 19, 1993 (date of inception) to December 31, 1994, the
total return for Class B shares of the Corporate Bond Fund was -12.86%.

For the 1- and 5-year periods ended December 31, 1994, and the period of
August 15, 1985 (date of inception) to December 31, 1994, the average annual
total return for Class A shares of the U.S. Government Fund was -11.02%, 5.48%
and 7.13%, respectively. For the 1-year period ended December 31, 1994, the
average total return for Class B shares of U.S. Government Fund was -12.04%. For
the period October 19, 1993 (date of inception) to December 31, 1994, the
average annual total return for Class B shares of the U.S. Government Fund was
- -11.09%.

For the 1-, 5- and 10-year periods ended December 31, 1994, the average
annual total return for Class A shares of Tax-Exempt Fund was -12.66%, 4.55% and
6.71%, respectively. For the 1-year period ended December 31, 1994, the average
total return for Class B shares of Tax-Exempt Fund was -13.99%. For the period
October 19, 1993 (date of inception) to December 31, 1994, the average annual
total return for Class B shares of Tax-Exempt Fund was -11.63%.

Average annual total return figures are not yet available for the Limited
Maturity Bond and Global Aggressive Bond Funds as these Funds did not begin
operations until January 17, 1995 and June 1, 1995, respectively.

The aggregate total return for Income and Tax-Exempt Funds is calculated
for any specified period of time pursuant to the following formula:

P(1+T)n=ERV

(where P = a hypothetical initial payment of $1,000, T = the total return, and
ERV = the ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the period). All aggregate total return figures will assume that
all dividends and distributions are reinvested when paid. The Funds may, from
time to time, include quotations of total return that do not reflect deduction
of the sales load which, if reflected, would reduce the total return data
quoted.

The aggregate total return on an investment made in Class A shares of the
Corporate Bond Fund, the U.S. Government Fund and Tax-Exempt Fund calculated as
described above for the period from December 31, 1978, for the Corporate Bond
Fund, from August 15, 1985 for the U.S. Government Fund and from December 12,
1983 for Tax-Exempt Fund, through December 31, 1994 was 292.4%, 100.3% and
114.5%, respectively. These figures reflect deduction of the maximum initial
sales load.

The aggregate total return on an investment made in Class B shares of the
Corporate Bond Fund, the U.S. Government Fund and Tax-Exempt Fund calculated as
described above for the period October 19, 1993 through December 31, 1994 was
- -13.50%, -12.04% and -13.99%, respectively. These figures reflect deduction of
the maximum contingent deferred sales charge.

In addition, quotations of aggregate total return will also be calculated
for several consecutive one-year periods expressing the total return as a
percentage increase or decrease in the value of the investment for each year
relative to the ending value for the previous year.

Total return figures for the Limited Maturity Bond and Global Aggressive
Bond Funds are not yet available as these Funds did not begin operations until
January 17, 1995 and June 1, 1995, respectively.

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<PAGE>

Quotations of yield, tax-equivalent yield, average annual total return and
aggregate total return will reflect only the performance of a hypothetical
investment during the particular time period shown. Such quotations will vary
based on changes in market conditions and the level of the Fund's expenses, and
no reported performance figure should be considered an indication of performance
which may be expected in the future.

In connection with communicating its yield, tax-equivalent yield, average
annual total return or aggregate total return to current or prospective
stockholders, each Fund also may compare these figures to the performance of
other mutual funds tracked by mutual fund rating services or to other unmanaged
indexes which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs. Each Fund will include
performance data for both Class A and Class B shares of the Fund in any
advertisement or report including performance data of the Fund. Such mutual fund
rating services include the following: Lipper Analytical Services; Morningstar,
Inc.; Investment Company Data; Schabacker Investment Management; Wiesenberger
Investment Companies Service; Computer Directions Advisory (CDA); and Johnson
Charts.

RETIREMENT PLANS

Corporate Bond, Limited Maturity Bond, U.S. Government, Global Aggressive
Bond and Cash Funds offer tax-qualified retirement plans for individuals
(Individual Retirement Accounts, known as IRAs), several prototype retirement
plans for the self-employed (Keogh plans), pension and profit-sharing plans for
corporations, and custodial account plans for employees of public school systems
and organizations meeting the requirements of Section 50l(c)(3) of the Internal
Revenue Code. Actual documents and detailed materials about the plans will be
provided upon request to the Distributor.

Purchases of Corporate Bond, Limited Maturity Bond, U.S. Government, Global
Aggressive Bond and Cash Fund shares under any of these plans are made at the
public offering price next determined after contributions are received by the
Distributor. Shares owned under any of the plans have full dividend, voting and
redemption privileges. Depending upon the terms of the particular plan,
retirement benefits may be paid in a lump sum or in installment payments over a
specified period. There are possible penalties for premature distributions from
such plans.

Security Management Company is available to act as custodian for the plans
on a fee basis. For IRAs, Section 403(b) Retirement Plans, and Simplified
Employee Pension Plans (SEPPs), service fees for such custodial services
currently are: (1) $10 for annual maintenance of the account, and (2) benefit
distribution fee of $5 per distribution. Service fees for other types of plans
will vary. These fees will be deducted from the plan assets. Optional
supplemental services are available from Security Benefit Life Insurance Company
for additional charges.

Retirement investment programs involve commitments covering future years.
It is important that the investment objective and structure of Corporate Bond,
Limited Maturity Bond, U.S. Government, Global Aggressive Bond and Cash Funds be
considered by the investors for such plans. Investments in insurance and annuity
contracts also may be purchased in addition to shares of the Funds.

A brief description of the available tax-qualified retirement plans is
provided below. However, the tax rules applicable to such qualified plans vary
according to the type of plan and the terms and conditions of the plan itself.
Therefore, no attempt is made to provide more than general information about the
various types of qualified plans. Because Tax-Exempt Fund's investment objective
is to obtain a high level of interest income exempt from federal taxes,
Tax-Exempt Fund is not an appropriate investment for retirement plans.

Investors are urged to consult their own attorneys or tax advisers when
considering the establishment and maintenance of any such plans.

INDIVIDUAL RETIREMENT ACCOUNTS (IRAs)

Individual Retirement Account Custodial Agreements are available to provide
investment in shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond or Cash Fund, or in other Funds in the Security Group. An
individual may initiate an IRA through the Distributor by executing the
custodial agreement and making a minimum initial investment of at least $100
plus $15 to cover the fees for opening and maintaining the account for the first
year.

An individual may make a contribution to an IRA each year of up to the
lesser of $2,000 or 100% of earned income under current tax law. If
contributions are also made to an IRA of a nonworking spouse, the maximum is
raised to a total for the two accounts of $2,250; the taxpayers may choose how
to allocate the $2,250 between the

54
<PAGE>

accounts, as long as no more than $2,000 is contributed to either account. If
both husband and wife work, each may establish his or her own IRA and contribute
up to the maximum allowed for individuals.

Deductions for IRA contributions are limited for taxpayers who are covered
by an employer-sponsored retirement plan. However, these limitations do not
apply to a single taxpayer with adjusted gross income of $25,000 or less or
married taxpayers with adjusted gross income of $40,000 or less (if they file a
joint tax return). Taxpayers with adjusted gross income less than $10,000 in
excess of these amounts may deduct a portion of their IRA contributions. The
nondeductible portion is calculated by reference to the amount of the taxpayer's
income above $25,000 (single) or $40,000 (married) as a percentage of $10,000.

Contributions must be made in cash no later than April 15 following the
close of the tax year. No annual contribution is permitted for the year in which
the investor reaches age 70 1/2 or any year thereafter.

In addition to annual contributions, total distributions and certain
partial distributions from certain employer-sponsored retirement plans may be
eligible to be reinvested into an IRA if the reinvestment is made within 60 days
of receipt of the distribution by the taxpayer. Such rollover contributions are
not subject to the limitations on annual IRA contributions described above.

PENSION AND PROFIT-SHARING PLANS

Prototype corporate pension or profit-sharing prototype plans meeting the
requirements of Internal Revenue Code Section 401(a) are available. Information
concerning these plans may be obtained from Security Distributors, Inc.

403(b) RETIREMENT PLANS

Employees of public school systems and tax-exempt organizations meeting the
requirements of Internal Revenue Code Section 501(c)(3) may purchase custodial
account plans funded by their employers with shares of Corporate Bond, Limited
Maturity Bond, U.S. Government, Global Aggressive Bond or Cash Fund or other
Funds in the Security Group in accordance with Code Section 403(b). Section
403(b) plans are subject to numerous restrictions on the amount that may be
contributed, the persons who are eligible to participate and on the time when
distributions may commence.

SIMPLIFIED EMPLOYEE PENSION PLANS (SEPPs)

A prototype SEPP is available for corporations, partnerships or sole
proprietors desiring to adopt such a plan for purchases of IRAs for their
employees. Employers establishing a SEPP may contribute a maximum of $30,000 a
year to an IRA for each employee. This maximum is subject to a number of
limitations.

FINANCIAL STATEMENTS

The audited financial statements of the Funds, which are contained in the
Funds' Annual Report dated December 31, 1994, the unaudited Semiannual Report
dated June 30, 1995, the unaudited financial statements for Limited Maturity
Bond Fund for the period January 17, 1995 (date of inception) to June 30, 1995,
and the unaudited financial statements for Global Aggressive Bond Fund for the
period June 1, 1995 (date of inception) to September 30, 1995, are incorporated
herein by reference. A copy of the Annual Report, Semiannual Report, and the
unaudited financial statements for Limited Maturity Bond and Global Aggressive
Bond Funds is provided to every person requesting the Statement of Additional
Information.

TAX-EXEMPT VS. TAXABLE INCOME

The following table shows the approximate taxable yields for individuals
that are equivalent to tax-exempt yields using the 1995 tax rates contained in
the Internal Revenue Code as modified by the Tax Reform Act of 1986. Beginning
in 1989, federal income brackets will be indexed each year to reflect changes in
the Consumer Price Index. The table illustrates what you would have to earn on
taxable investments to equal a given tax-exempt yield in your income tax
bracket. Locate your income (after deductions and exemptions), then locate your
tax bracket based on joint or single tax filing. Read across to the equivalent
taxable yield you would need to match a given tax-free yield. There is, of
course, no assurance that an investment in Tax-Exempt Fund will result in the
realization of any particular return.

55
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Your
income
tax
If your taxable income is: bracket And a tax-free yield of:
Joint Return Single Return is: 5% 6% 7% 8% 9% 10% 11% 12%
- ----------------------------------------------------------------------------------------------------------------------------------

56
<PAGE>

APPENDIX A

CLASS A SHARES OF CORPORATE BOND, LIMITED MATURITY BOND, U.S. GOVERNMENT, GLOBAL
AGGRESSIVE BOND AND TAX-EXEMPT FUNDS

Reduced Sales Charges

Initial sales charges may be reduced or eliminated for persons or
organizations purchasing Class A shares of Corporate Bond, Limited Maturity
Bond, U.S. Government, Global Aggressive Bond and Tax-Exempt Funds alone or in
combination with Class A shares of other Security Funds.

For purposes of qualifying for reduced sales charges on purchases made
pursuant to Rights of Accumulation, a Statement of Intention or Letters of
Intent, the term "Purchaser" includes the following persons: an individual; his
or her spouse and children under the age 21; a trustee or other fiduciary of a
single trust estate or single fiduciary account established for their benefit;
an organization exempt from federal income tax under Section 501(c)(3) or (13)
of the Internal Revenue Code; or a pension, profit-sharing or other employee
benefit plan whether or not qualified under Section 401 of the Internal Revenue
Code.

Rights of Accumulation

To reduce sales charges on purchases of Corporate Bond Fund, Limited
Maturity Bond Fund, U.S. Government Fund, Global Aggressive Bond Fund or
Tax-Exempt Fund, a Purchaser may combine all previous purchases with a
contemplated current purchase of Class A shares of a Fund for the purpose of
determining the sales charge applicable to the current purchase. For example, an
investor who already owns Class A shares of a Fund either worth $30,000 at the
applicable current offering price or purchased for $30,000 and who invests an
additional $25,000, is entitled to a reduced sales charge of 3.75% on the latter
purchase. The Distributor must be notified when a sale takes place which would
qualify for the reduced charge on the basis of previous purchases subject to
confirmation of the investor's holdings through the Fund's records. Rights of
accumulation apply also to purchases representing a combination of the Class A
shares of Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government Fund,
Global Aggressive Bond Fund, Tax-Exempt Fund, Security Growth and Income,
Security Ultra Fund, or Security Equity Fund in those states where shares of the
Funds being purchased are qualified for sale.

Statement of Intention

A Purchaser in Corporate Bond, Limited Maturity Bond, U.S. Government,
Global Aggressive Bond or Tax-Exempt Funds may sign a Statement of Intention,
which may be signed within 90 days after the first purchase to be included
thereunder, in the form provided by the Distributor covering purchases of
Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government Fund, Global
Aggressive Bond Fund, Tax-Exempt Fund, Security Equity Fund, Security Growth and
Income Fund, or Security Ultra Fund to be made within a period of 13 months (or
a 36-month period for purchases of $1 million or more) and thereby become
eligible for the reduced front-end sales charge applicable to the actual amount
purchased under the Statement. Five percent of the amount specified in the
Statement of Intention will be held in escrow shares until the Statement is
completed or terminated. The shares so held may be redeemed by the Fund if the
investor is required to pay additional sales charge which may be due if the
amount of purchases made by the investor during the period the Statement is
effective is less than the total specified in the Statement of Intention.

A Statement of Intention may be revised during the 13-month period.
Additional Class A shares received from reinvestment of income dividends and
capital gains distributions (if any are realized) are included in the total
amount used to determine reduced sales charges. The Statement is not a binding
obligation upon the investor to purchase or any Fund to sell the full indicated
amount. An investor considering signing such an agreement should read the
Statement of Intention carefully. A Statement of Intention form may be obtained
from the Investment Manager.

57
<PAGE>

Reinstatement Privilege

Stockholders who redeem their Class A shares of Corporate Bond Fund,
Limited Maturity Bond Fund, U.S. Government Fund, Global Aggressive Bond Fund or
Tax-Exempt Fund have a one-time privilege (1) to reinstate their accounts by
purchasing shares of the Fund without a sales charge up to the dollar amount of
the redemption proceeds, or (2) to the extent the redeemed shares would have
been eligible for the exchange privilege, to purchase Class A shares of another
of the Funds, Security Equity Fund, Security Ultra Fund, or Security Growth and
Income Fund up to the dollar amount of the redemption proceeds at a sales charge
equal to the additional sales charge, if any, which would have been applicable
had the redeemed shares been exchanged pursuant to the exchange privilege.
Written notice and a check in the amount of the reinvestment from eligible
stockholders wishing to exercise this reinstatement privilege must be received
by the Fund within thirty days after the redemption request was received (or
such longer period as may be permitted by rules and regulations promulgated
under the Investment Company Act of 1940). The net asset value used in computing
the amount of shares to be issued upon reinstatement or exchange will be the net
asset value on the day that notice of the exercise of the privilege is received.
Stockholders making use of the reinstatement privilege should note that any
gains realized upon the redemption will be taxable while any losses may be
deferred under the "wash sale" provision of the Internal Revenue Code.