SECURITY INCOME FUND /KS/, 497, 1998-03-09

SECURITY INCOME FUND /KS/
497, 1998-03-09

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<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================
SECURITY INCOME FUND
* CORPORATE BOND SERIES SUPPLEMENT DATED FEBRUARY 25, 1998
* LIMITED MATURITY BOND SERIES TO PROSPECTUS DATED MAY 1, 1997
* U.S. GOVERNMENT SERIES
* HIGH YIELD SERIES
SECURITY TAX-EXEMPT FUND
SECURITY CASH FUND

MEMBERS OF THE SECURITY BENEFIT GROUP OF COMPANIES,
700 HARRISON, TOPEKA, KANSAS 66636-0001

The second paragraph of the cover page is deleted in its entirety and
replaced with the following:

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. On February 6, 1998, the Board of Directors of the Fund
approved a change in the Fund's name to Security Municipal Bond Fund. The name
change, if approved by shareholders at the special meeting of shareholders on
April 24, 1998, would allow the Fund to increase the percentage of its assets
invested in securities that are subject to the alternative minimum tax above the
current limit of 20 percent of total assets. If this change is approved by
shareholders, Tax-Exempt Fund may not be an appropriate investment for
shareholders who are subject to alternative minimum tax.

The second paragraph of the section "INVESTMENT OBJECTIVE AND POLICIES OF THE
FUNDS" on page 4 is deleted in its entirety and replaced with the following:

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 Cash and High Yield 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. On February 6, 1998, the Board of Directors of Tax-Exempt Fund
approved a change in the Fund's fundamental policy. The amended policy, if
approved by shareholders at the special meeting of shareholders on April 24,
1998, would provide that with respect to 75 percent of the Fund's total assets,
it will invest no more than 5 percent of total assets in any one issuer other
than the U.S. Government, its agencies or instrumentalities. The full text of
the investment policy limitations of each Fund is set forth in the Funds'
Statement of Additional Information.

The first paragraph of the section "PORTFOLIO MANAGEMENT" on page 20 is
deleted in its entirety and replaced with the following:

The Corporate Bond, Limited Maturity Bond, U.S. Government Bond, High Yield,
Tax-Exempt and Cash Funds are managed by the Investment Manager's Fixed Income
Team with certain portfolio managers being responsible for the day-to-day
management of each particular Fund. Steve Bowser, Second Vice President and
Portfolio Manager of the Investment Manager, and David Eshnaur, Assistant Vice
President and Portfolio Manager of the Investment Manager, have day-to-day
responsibility for managing Corporate Bond and Limited Maturity Bond Funds. Mr.
Bowser has managed the Funds since June 1997 and Mr. Eshnaur has managed the
Funds since January 1998. Tom Swank, Vice President and Portfolio Manager of the
Investment Manager, and Steve Bowser have had day-to-day responsibility for
managing Tax-Exempt Fund since June 1997. Mr. Bowser also has had day-to-day
responsibility for managing U.S. Government Fund since 1995. Tom Swank and David
Eshnaur have day-to-day responsibility for managing the High Yield Fund. Mr.
Swank has managed the Fund since its inception in 1996 and Mr. Eshnaur has
managed the Fund since July 1997.

The following new sections are added after the section "PORTFOLIO MANAGEMENT"
on page 20:

PROPOSED SUB-ADVISORY AGREEMENT FOR SECURITY TAX-EXEMPT FUND. The Board of
Directors of Security Tax-Exempt Fund has approved a new sub-advisory agreement
between the Investment Manager and Salomon Brothers Asset Management Inc.
("Salomon Brothers"). The new sub-advisory agreement provides for Salomon
Brothers to provide sub-advisory services to Tax-Exempt Fund. Salomon Brothers
is a wholly-owned subsidiary of Salomon Brothers Holding Company, Inc., which is
wholly-owned by Salomon Smith Barney Holdings, Inc., which is, in turn,
wholly-owned by Travelers Group, Inc. Salomon Brothers was incorporated in 1987
and together with Salomon Brothers affiliates in London, Frankfurt, Tokyo and
Hong Kong, provides a broad range of investment advisory services to various
individuals and institutional clients located throughout the world and serves as
investment adviser to various investment companies. Currently Salomon Brothers
and its affiliates manage approximately $26.6 billion in assets.

1
<PAGE>

The Board of Directors, including a majority of the disinterested directors
of Security Tax-Exempt Fund, approved the agreement at a meeting of the Board
held on February 6, 1998. The stockholders will vote on approval of the proposed
sub-advisory agreement at a special meeting of stockholders to be held April 24,
1998. If the stockholders approve the new sub-advisory agreement, the proposed
agreement will be in effect on May 1, 1998. The terms of the new sub-advisory
agreement provide for the Investment Manager (not the Fund) to pay Salomon
Brothers an annual fee equal to .22 percent of the average daily closing value
of the net assets of the Fund, calculated daily and payable monthly.

See "Management of the Funds" in the prospectus for more information about
the existing investment advisory agreement.

PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY CONTRACT FOR SECURITY
TAX-EXEMPT FUND. In connection with adopting a Class A Distribution Plan for
Tax-Exempt Fund, the Board of Directors of Tax-Exempt Fund approved an amendment
to the Investment Advisory Contract between Tax-Exempt Fund and the Investment
Manager to exclude the Class A distribution fee from aggregate annual expenses
for the purpose of calculating the one percent limit on annual expenses. The
current investment advisory contract provides that the Investment Manager
guarantees that the aggregate annual expenses incurred by Tax-Exempt Fund will
not exceed an amount equal to one percent of the average net assets of
Tax-Exempt Fund each year. However, the annual expenses do not include interest
and taxes, extraordinary expenses (such as litigation), and distribution fees
paid under Tax-Exempt Fund's Class B Distribution Plan. Under the proposed
Amendment, the distribution fees paid under the Class A Distribution Plan
similarly would be excluded from the expenses guaranteed under the Investment
Advisory Contract.

The Board of Directors, including a majority of the disinterested directors
of Tax-Exempt Fund, approved the amendment to the Investment Advisory Contract
at a meeting of the Board held on February 6, 1998. The stockholders will vote
on the approval of the proposed Amendment at a special meeting of stockholders
to be held April 24, 1998. If the stockholders approve the Amendment, the
amended contract will be in effect on May 1, 1998.

The following new section is added after the section "SECURITY INCOME FUND'S
CLASS A DISTRIBUTION PLAN" on page 22:

PROPOSED CLASS A DISTRIBUTION PLAN FOR SECURITY TAX-EXEMPT FUND. The Board of
Directors of Security Tax-Exempt Fund approved a Class A Distribution Plan for
Tax-Exempt Fund. Under the proposed Class A Distribution Plan, Tax-Exempt Fund
would be authorized to use its assets to finance certain activities relating to
the distribution of its shares to investors. The Plan would permit payments to
be made by Tax-Exempt Fund to the Distributor to finance various activities
relating to the distribution of its Class A shares to investors. The Distributor
currently uses its own funds to engage in such activities, and the distribution
fees would supplement these expenditures and in some instances may replace such
expenditures. The following distribution-related activities are permitted under
the Plan: (1) preparation, printing and distribution of the Prospectus and
Statement of Additional Information in connection with the offering of shares to
the public; (2) printing of additional copies of reports and other shareholder
communications for use by the Distributor as sales literature; (3) preparation,
printing and distribution of any other sales literature used in connection with
the offering of Fund shares to the public; (4) expenses incurred in advertising,
promoting and selling shares of the Fund to the public; (5) service fees to
securities dealers for answering shareholder inquiries, recordkeeping and
similar services; and (6) expenses incurred in promoting shares of the Fund to
securities dealers, including the costs of preparation of materials for
presentations to dealers, travel expenses, costs of entertainment and other
similar expenses.

The Board of Directors, including a majority of the disinterested directors
of Tax-Exempt Fund, approved the Plan at a meeting of the Board held on February
6, 1998. The stockholders will vote on approval of the proposed Class A
Distribution Plan at a special meeting of stockholders to be held April 24,
1998. If the stockholders approve the Class A Distribution Plan, the proposed
Plan will become effective on May 1, 1998. Under the Class A Distribution Plan
the Fund would make a monthly payment to the Distributor in an amount computed
at an annual rate of .25 percent of the average daily net asset value of
Tax-Exempt Fund.

The following paragraph is added after the second paragraph of the section
"DIVIDENDS AND TAXES" on page 27:

The following summarizes certain federal income tax considerations generally
affecting the Funds and their stockholders. See the Statement of Additional
Information for further details. No attempt is made to present a detailed
explanation of the tax treatment of the Funds or their stockholders, and the
discussion here and in the Statement of Additional Information is not intended
as a substitute for careful tax planning. The discussion is based upon present
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the
regulations promulgated thereunder, and judicial and administrative ruling
authorities, all of which are subject to change, which change may be
retroactive. Prospective investors should consult their own tax advisors with
regard to the federal tax consequences of the purchase, ownership, and
disposition of Fund shares, as well as the tax consequences arising under the
laws of any state, foreign country, or other taxing jurisdiction.

The ninth paragraph of the section "DIVIDENDS AND TAXES" on page 27 is
deleted in its entirety and replaced with the following:

2
<PAGE>

received in cash or reinvested in additional shares. Distributions of net
capital gain, whether received in cash or reinvested in Fund shares, will
generally be taxable to shareholders as either "20% Gain" or "28% Gain,"
depending upon the Fund's holding period for the assets sold. "20% Gains" arise
from sales of assets held by a Fund for more than 18 months and are subject to a
maximum tax rate of 20%; "28% Gains" arise from sales of assets held by a Fund
for more than one year but no more than 18 months and are subject to a maximum
tax rate of 28%. Net capital gains from assets held for one year or less will be
taxed as ordinary income. Distributions will be subject to these capital gains
rates regardless of how long a shareholder has held Fund 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.

The section "FOREIGN TAXES" on page 28 is deleted in its entirety and
replaced with the following:

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. The payment of such taxes will reduce
the amount of dividends and distributions paid to the Funds' stockholders. So
long as a Fund qualifies as a regulated investment company, certain distribution
requirements are satisfied, and more than 50% of such Fund's assets at the close
of the taxable year consists of securities of foreign corporation, the Fund may
elect, subject to limitation, to pass through its foreign tax credits to its
stockholders.

3
<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================

SECURITY INCOME FUND
* CORPORATE BOND SERIES PROSPECTUS
* LIMITED MATURITY BOND SERIES MAY 1, 1997
* U.S. GOVERNMENT SERIES AS SUPPLEMENTED FEBRUARY 25, 1998
* HIGH YIELD SERIES
SECURITY TAX-EXEMPT FUND
SECURITY CASH FUND

MEMBERS OF THE SECURITY BENEFIT GROUP OF COMPANIES,
700 HARRISON, TOPEKA, KANSAS 66636-0001

The investment objective of the CORPORATE BOND SERIES ("Corporate Bond Fund")
is conservation of principal while generating interest income by investing
primarily in a diversified portfolio of investment grade corporate debt
securities. The investment objective of the LIMITED MATURITY BOND SERIES
("Limited Maturity Bond Fund") is to seek a high level of income consistent with
moderate price fluctuation by investing primarily in short- and
intermediate-term debt securities. The investment objective of the U.S.
GOVERNMENT SERIES ("U.S. Government Fund") is to provide a high level of
interest income with security of principal by investing primarily in securities
which are guaranteed or issued by the U.S. Government, its agencies or
instrumentalities. The investment objective of the HIGH YIELD SERIES ("High
Yield Fund") is to seek high current income. Capital appreciation is a secondary
objective. The Fund seeks to achieve its objective by investing primarily in a
broad range of income producing securities, including domestic and foreign
high-yield, lower rated debt securities. THE FUND INVESTS PRIMARILY (AND MAY
INVEST UP TO 100% OF ITS ASSETS) IN LOWER RATED BONDS, COMMONLY KNOWN AS "JUNK
BONDS," THAT ENTAIL GREATER RISKS, INCLUDING DEFAULT RISKS, THAN THOSE FOUND IN
HIGHER RATED SECURITIES. INVESTORS SHOULD CAREFULLY CONSIDER THESE RISKS BEFORE
INVESTING. SEE "INVESTMENT METHODS AND RISK FACTORS" - "RISKS ASSOCIATED WITH
LOWER RATED DEBT SECURITIES" ON PAGE 18.

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. Certain additional information is contained in a Statement of
Additional Information about the Funds, dated May 1, 1997, as supplemented
February 25, 1998, which has been filed with the Securities and Exchange
Commission. The Statement of Additional Information, as it may be supplemented
from time to time, is incorporated by reference in this Prospectus. It is
available at no charge by writing Security Distributors, Inc., 700 Harrison
Street, Topeka, Kansas 66636-0001, or by calling (785) 431-3127 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 Objective and Policies of the Funds............................. 4
Security Income Fund..................................................... 4
Corporate Bond Fund.................................................... 4
Limited Maturity Bond Fund............................................. 5
U.S. Government Fund................................................... 7
High Yield Fund........................................................ 8
Security Tax-Exempt Fund................................................. 9
Security Cash Fund....................................................... 10
Investment Methods and Risk Factors........................................ 12
Management of the Funds.................................................... 19
Portfolio Management..................................................... 20
How to Purchase Shares..................................................... 21
Corporate Bond, Limited Maturity Bond, U.S. Government, High Yield
and Tax-Exempt Funds................................................... 21
Alternative Purchase Options............................................. 22
Class A Shares........................................................... 22
Security Income Fund's Class A Distribution Plan......................... 22
Class B Shares........................................................... 23
Class B Distribution Plan................................................ 24
Calculation and Waiver of Contingent Deferred Sales Charges.............. 24
Arrangements with Broker-Dealers and Others.............................. 25
Cash Fund................................................................ 25
Purchases at Net Asset Value............................................... 26
Trading Practices and Brokerage............................................ 26
How to Redeem Shares....................................................... 27
Telephone Redemptions ................................................... 28
Dividends and Taxes........................................................ 28
Foreign Taxes............................................................ 30
Determination of Net Asset Value........................................... 30
Performance................................................................ 31
Stockholder Services....................................................... 31
Accumulation Plan........................................................ 31
Systematic Withdrawal Program............................................ 32
Exchange Privilege....................................................... 32
Exchange by Telephone.................................................... 32
Retirement Plans......................................................... 33
General Information........................................................ 33
Organization............................................................. 33
Stockholder Inquiries.................................................... 33
Appendix A ................................................................ 35
Appendix B ................................................................ 37
Appendix C ................................................................ 39
Security Cash Fund Application............................................. 41
- --------------------------------------------------------------------------------

<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================

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

<TABLE>
<CAPTION>
LIMITED U.S.
CORPORATE MATURITY GOVERNMENT HIGH YIELD TAX-EXEMPT CASH
BOND FUND BOND FUND FUND FUND FUND FUND
------------- ------------- ------------- ------------- ------------- ----
CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS
ANNUAL FUND OPERATING EXPENSES A B A B A B A B A B
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees
(after fee waivers)(3) 0.50% 0.50% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.50% 0.50% 0.50%
12b-1 Fees(4) 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)(5) 0.26% 0.35% 0.65% 0.88% 0.40% 0.86% 1.29% 1.26% 0.28% 0.51% 0.51%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total Fund Operating Expenses
(after fee waivers and expense
reimbursements)(6) 1.01% 1.85% 0.90% 1.88% 0.65% 1.86% 1.54% 2.26% 0.78% 2.01% 1.01%
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====

EXAMPLE

You would pay the following 1 Year $ 57 $ 69 $ 56 $ 69 $ 54 $ 69 $62 $ 73 $ 55 $ 70 $ 10
expenses on a $1,000 investment, 3 Years 78 88 75 89 67 88 94 101 71 93 32
assuming (1) 5 percent annual 5 Years 101 120 95 122 82 121 89 128 55
return and (2) redemption at the 10 Years 165 217 153 220 125 218 140 234 122
end of each time period

EXAMPLE

You would pay the following 1 Year $ 57 $ 19 $ 56 $ 19 $ 54 $ 19 $62 $23 $ 55 $ 20 $ 10
expenses on a $1,000 investment, 3 Years 78 58 75 59 67 58 94 71 71 63 32
assuming (1) 5 percent annual 5 Years 101 100 95 102 82 101 89 108 55
return and (2) no redemption 10 Years 165 217 153 220 125 218 140 234 122
</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 22.

3 During the fiscal year ended December 31, 1996, the Investment Manager waived
the investment advisory fees of the Limited Maturity Bond, U.S. Government
and High Yield Funds and, during the fiscal year ending December 31, 1997
will waive the investment advisory fees of Limited Maturity Bond, U.S.
Government and High Yield Funds; absent such fee waivers, "Management Fees"
would have been as follows: .5% for each of the Limited Maturity Bond and
U.S. Government Funds and .6% for the High Yield Fund.

4 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.

5 During the fiscal year ended December 31, 1996, the Investment Manager
reimbursed certain expenses of the Funds. Absent such reimbursement, "Other
Expenses" would have been as follows: .53% for Class B shares of Corporate
Bond Fund; 1.06% for Class B shares of Limited Maturity Bond Fund; 1.73% for
Class B shares of U.S. Government Fund; and .68% for Class B shares of
Tax-Exempt Fund.

6 During the fiscal year ended December 31, 1996, the Investment Manager waived
and/or reimbursed certain expenses of the Funds and, during the fiscal year
ending December 31, 1997 will waive the investment advisory fees of Limited
Maturity Bond, U.S. Government and High Yield Funds. Absent such
reimbursement and waiver, "Total Fund Operating Expenses" would have been as
follows: 2.05% for Class B shares of Corporate Bond Fund; 1.40% for Class A
shares and 2.60% for Class B shares of Limited Maturity Bond Fund; 1.17% for
Class A shares and 3.26% for Class B shares of U.S. Government Fund; 2.11%
for Class A shares and 2.83% for Class B shares of High Yield Fund; and 2.19%
for Class B shares of Tax-Exempt Fund.

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, High Yield, 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 19.
Information on the Funds' 12b-1 Plans may be found under the headings "Security
Income Fund's Class A Distribution Plan" on page 22 and "Class B Distribution
Plan" on page 24. See "How to Purchase Shares," page 21, for more information
concerning the sales load. Also, see Appendix C for a discussion of "Rights of
Accumulation" and "Statement of Intention," which options may serve to reduce
the front-end sales load on purchase of Class A Shares.

- --------------------------------------------------------------------------------
1
<PAGE>

SECURITY FUNDS
FINANCIAL HIGHLIGHTS
================================================================================

The following financial highlights for each of the years in the period ended
December 31, 1996, have been audited by Ernst & Young LLP. Such information for
each of the five years in the period ended December 31, 1996, 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, 1996
Annual Report which is incorporated by reference in this Prospectus. The Funds'
Annual Report also contains additional information about the performance of the
Funds and may be obtained without charge by calling Security Distributors, Inc.
at 1-800-888-2461. The information for each of the periods preceding and
including the year ended December 31, 1991, is not covered by the report of
Ernst & Young LLP.

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1987 $ 8.32 $.79 $ (.48) $ .31 $(.85) $ --- $ --- $(.85) $ 7.78 4.0% $ 44,093 1.00% 9.73% 127%
1988 7.78 .77 (.292) .478 (.778) --- --- (.778) 7.48 6.5% 52,296 1.02% 10.04% 83%
1989 7.48 .74 (.031) .709 (.739) --- --- (.739) 7.45 9.9% 56,184 1.04% 9.83% 57%
1990 7.45 .69 (.232) .458 (.688) --- --- (.688) 7.22 6.6% 65,962 1.10% 9.42% 87%
1991 7.22 .65 .458 1.108 (.648) --- --- (.648) 7.68 16.1% 85,824 1.03% 8.75% 32%
1992 7.68 .61 .044 .654 (.614) --- --- (.614) 7.72 9.0% 104,492 1.01% 7.97% 61%
1993 7.72 .52 .521 1.041 (.527) (.424) --- (.951) 7.81 13.4% 118,433 1.02% 6.46% 157%
1994 7.81 .49 (1.127) (.637) (.493) --- --- (.493) 6.68 (8.3%) 90,593 1.01% 6.91% 204%
1995 6.68 .47 0.708 1.178 (.468) --- --- (.468) 7.39 18.2% 93,701 1.02% 6.62% 200%
(d)(g)
1996 7.39 .47 (.517) (.047) (.473) --- --- (.473) 6.87 (.5%) 73,360 1.01% 6.54% 292%
(d)(g)
CORPORATE BOND FUND (CLASS B)

1993(b) $ 8.59 $.11 $ (.324) $(.214) $(.112) $(.424) $ --- $(.536) $ 7.84 (2.5%) $ 1,022 1.88% 5.16% 164%
1994(c) 7.84 .43 (1.129) (.699) (.431) --- --- (.431) 6.71 (9.0%) 3,878 1.85% 6.08% 204%
1995(c) 6.71 .40 .725 1.125 (.405) --- --- (.405) 7.43 17.3% 5,743 1.85% 5.80% 200%
(d)(g)
1996(c) 7.43 .40 (.517) (.117) (.413) --- --- (.413) 6.90 (1.4%) 7,303 1.85% 5.70% 292%
(d)(g)
LIMITED MATURITY BOND FUND (CLASS A)

1995(c) $10.00 $.62 $ .652 $1.272 $(.612) $ --- $ --- $(.612) $10.66 13.0% $ 3,322 .84% 5.97% 4%
(d)(e)
1996(c) 10.66 .72 (.507) .213 (.720) --- (.013) (.733) 10.14 2.1% 4,938 .90% 6.97% 105%
(d)(g)
LIMITED MATURITY BOND FUND (CLASS B)

1995(c) $10.00 $.53 $ .664 $1.194 $(.524) $ --- $ --- $(.524) $10.67 12.2% $ 752 1.71% 5.12% 4%
(d)(e)
1996(c) 10.67 .63 (.524) .106 (.624) --- (.012) (.636) 10.14 1.1% 761 1.88% 5.99% 105%
(d)(g)

U.S. GOVERNMENT FUND (CLASS A)

1987(c) $ 5.29 $.45 $ (.265) $ .185 $(.475) $ --- $ --- $(.475) $ 5.00 3.7% $ 4,467 1.00% 8.78% 166%
1988(c) 5.00 .48 (.18) .30 (.49) --- --- (.49) 4.81 6.2% 4,229 1.00% 9.83% 107%
1989(c) 4.81 .46 .078 .538 (.458) --- --- (.458) 4.89 11.8% 4,551 1.11% 9.46% 52%
1990(c) 4.89 .42 .032 .452 (.412) --- --- (.412) 4.93 9.8% 6,017 1.11% 8.60% 22%
1991(c) 4.93 .40 .248 .648 (.404) --- (.004) (.408) 5.17 13.8% 7,319 1.11% 7.94% 41%
1992(c) 5.17 .37 (.126) .244 (.366) --- (.008) (.374) 5.04 5.0% 9,364 1.11% 7.22% 157%
1993(c) 5.04 .31 .273 .583 (.310) (.344) --- (.654) 4.97 10.9% 10,098 1.10% 5.90% 153%
1994(c) 4.97 .30 (.621) (.321) (.299) --- --- (.299) 4.35 (6.5%) 8,309 1.10% 6.47% 220%
1995(c) 4.35 .30 .620 .920 (.30) --- --- (.30) 4.97 21.9% 10,080 1.11% 6.41% 81%
(d)(g)
1996(c) 4.97 .31 (.256) .054 (.314) --- --- (.314) 4.71 1.3% 8,036 .65% 6.44% 75%
(d)(g)
U.S. GOVERNMENT FUND (CLASS B)

1993(b) $ 5.51 $.04 $ (.193) $(.153) $(.043) $(.344) $ --- $(.387) $ 4.97 (1.4%) $ 140 1.61% 5.54% 114%
(c)
1994(c) 4.97 .26 (.624) (.364) (.256) --- --- (.256) 4.35 (7.4%) 321 1.85% 5.76% 220%
1995(c) 4.35 .26 .625 .885 (.265) --- --- (.265) 4.97 20.9% 582 1.87% 5.69% 81%
(d)(g)
1996(c) 4.97 .25 (.254) (.004) (.256) --- --- (.256) 4.71 .02% 661 1.86% 5.23% 75%
(d)(g)
HIGH YIELD FUND (CLASS A)

1996(c) $15.00 $.45 $ .32 $ .77 $(.45) $ --- $ --- $(.45) $15.32 5.2% $ 2,780 1.54% 7.47% 168%
(d)(h)
HIGH YIELD FUND (CLASS B)

1996(c) $15.00 $.41 $ .32 $ .73 $(.41) $ --- $ --- $(.41) $15.32 4.9% $ 2,719 2.26% 6.74% 168%
(d)(h)
TAX-EXEMPT FUND (CLASS A)

1987(c) $10.00 $.82 $ .78 $1.60 $(.82) $(.02) $ --- $(.84) $10.76 15.5% $ 16,297 1.00% 7.79% 23%
1988(c) 10.76 .76 (.656) .104 (.774) (.12) --- (.894) 9.97 1.3% 17,814 1.00% 7.60% 83%
1989 9.97 .73 (.257) .473 (.723) --- --- (.723) 9.72 4.9% 19,898 .98% 7.47% 33%
1989(f) 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%
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
2
<PAGE>

SECURITY FUNDS
FINANCIAL HIGHLIGHTS (CONTINUED)
================================================================================

<TABLE>
<CAPTION>
Net
gains
Net (losses) Divi- Ratio
asset on sec- Total dends Net Ratio of of net
value urities from (from Distri- Net assets expenses income Port-
begin- Net (real- invest- net butions asset end of to to folio
Fiscal ning invest- ized & ment invest- (from Return Total value Total period average average turn-
year of ment unreal- opera- ment capital of distri- end of return (thou- net net over
end period income ized) tions income) gains) capital butions period (a) sands) assets assets rate
- ------------------------------------------------------------------------------------------------------------------------------------
TAX-EXEMPT FUND (CLASS A) (CONTINUED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993 $10.06 $.51 $ .702 $1.212 $(.514) $(.388) $ --- $(.902) $10.37 11.6% $ 32,115 .82% 4.92% 118%
1994 10.37 .47 (1.317) (.847) (.473) --- --- (.473) 9.05 (8.3%) 24,092 .82% 4.74% 88%
1995(c) 9.05 .48 .891 1.371 (.481) --- --- (.481) 9.94 15.5% 25,026 .86% 5.02% 103%
(d)(g)
1996(c) 9.94 .45 (.215) .235 (.455) --- --- (.455) 9.72 2.5% 23,304 .78% 4.67% 54%
(d)(g)
TAX-EXEMPT FUND (CLASS B)

1993(b) $10.88 $.10 $ (.128) $(.028) $(.094) $(.388) $ --- $(.482) $10.37 (.2%) 106 2.89% 2.71% 90%
1994(c) 10.37 .35 (1.321) (.971) (.349) --- --- (.349) 9.05 (9.5%) 760 2.00% 3.50% 88%
1995(c) 9.05 .37 .902 1.272 (.372) --- --- (.372) 9.95 14.3% 1,190 2.00% 3.90% 103%
(d)(g)
1996(c) 9.95 .33 (.215) .115 (.335) --- --- (.335) 9.73 1.2% 1,510 2.01% 3.44% 54%
(d)(g)
CASH FUND

1987(c) $ 1.00 $.057 $ --- $ .057 $(.057) $ --- $ --- $(.057) $ 1.00 5.8% $ 37,773 1.00% 5.68% ---
1988(c) 1.00 .061 --- .061 (.061) --- --- (.061) 1.00 6.3% 43,038 1.00% 6.10% ---
1989(c) 1.00 .070 --- .070 (.070) --- --- (.070) 1.00 7.3% 46,625 1.00% 7.09% ---
1989(c) 1.00 .069 --- .069 (.069) --- --- (.069) 1.00 7.1% 54,388 1.00%* 8.26%* ---
(f)
1990(c) 1.00 .073 --- .073 (.073) --- --- (.073) 1.00 7.6% 65,018 1.00% 7.31% ---
1991 1.00 .051 --- .051 (.051) --- --- (.051) 1.00 5.2% 48,843 .96% 5.21% ---
1992(c) 1.00 .028 --- .028 (.028) --- --- (.028) 1.00 2.8% 56,694 1.00% 2.75% ---
1993(c) 1.00 .023 --- .023 (.023) --- --- (.023) 1.00 2.4% 71,870 1.00% 2.28% ---
1994 1.00 .033 --- .033 (.033) --- --- (.033) 1.00 3.4% 58,102 .96% 3.24% ---
1995(c) 1.00 .049 --- .049 (.049) --- --- (.049) 1.00 5.0% 38,158 1.00% 5.00% ---
(d)
1996(c) 1.00 .045 --- .045 (.045) --- --- (.045) 1.00 4.6% 45,331 1.01% 4.47% ---
(d)(g)
</TABLE>

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

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

(c) Fund expenses were reduced by the Investment Manager during the period, and
expense ratios absent such reimbursement would have been as follows:

<TABLE>
<CAPTION>
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
<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 2.00% 2.19% 2.05%
U.S. Government Class A 1.80% 1.31% 1.37% 1.34% 1.24% 1.20% 1.20% 1.20% 1.22% 1.17%
Class B N/A N/A N/A N/A N/A N/A 1.75% 2.91% 3.70% 3.26%
Limited Maturity Bond Class A N/A N/A N/A N/A N/A N/A N/A N/A 1.04% 1.40%
Class B N/A N/A N/A N/A N/A N/A N/A N/A 2.12% 2.60%
High Yield Class A N/A N/A N/A N/A N/A N/A N/A N/A N/A 2.11%
Class B N/A N/A N/A N/A N/A N/A N/A N/A N/A 2.83%
Tax-Exempt Class A 1.16% 1.03% N/A N/A N/A N/A N/A N/A 0.86% 0.78%
Class B N/A N/A N/A N/A N/A N/A N/A 2.32% 2.45% 2.19%
Cash 1.07% 1.04% 1.13%** 1.01% N/A 1.03% 1.03% N/A 1.04% 1.01%
1.03%***
</TABLE>

(d) Net investment income was computed using the average month-end shares
outstanding throughout the period.

(e) Security Limited Maturity Bond Fund was initially capitalized on January
17, 1995, with a net asset value of $10 per share. Percentage amounts for
the period have been annualized, except for total return.

(f) 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.

(g) Expense ratios were calculated without the reduction for custodian fees
earnings credits. Expense ratios with such reductions would have been as
follows:

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

(h) Security High Yield Fund was initially capitalized on August 5, 1996 with a
net asset value of $15.00 per share. Percentage amounts for the period have
been annualized, except for total return.

*Percentage amounts for the period, except total return, have been annualized.

**This information represents the expense ratio absent reimbursements for the
period February 1, 1989 through December 31, 1989.

***This information represents the expense ratio absent reimbursements for the
fiscal year ended February 28, 1989.

- --------------------------------------------------------------------------------
3
<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

Security Income, Tax-Exempt and Cash Funds are diversified open-end
management investment companies, which were organized as Kansas corporations on
September 9, 1970, July 14, 1981, and March 21, 1980, respectively. Each of the
Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government Fund and High
Yield Fund, series of Security Income Fund, and Security Tax-Exempt Fund and
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 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") is a series investment company, with
each Series representing a different investment objective and having its own
identified assets and net asset values. The investment objectives of Corporate
Bond, Limited Maturity Bond, U.S. Government and High Yield Fund are each
described below.

CORPORATE BOND FUND

The investment objective of Corporate Bond Fund is to preserve capital while
generating interest income. In pursuing its investment objective, the Fund will
invest in a broad range of debt securities, including (i) securities issued by
U.S. and Canadian corporations; (ii) securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars; (v)
higher yielding, high risk debt securities (commonly referred to as "junk
bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign bank
("Yankee CDs"); and (vii) investment grade mortgage backed securities ("MBSs").
Under normal circumstances, at least 65 percent of the Fund's total assets will
be invested in corporate debt securities which at the time of issuance have a
maturity greater than one year.

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

- --------------------------------------------------------------------------------
No dealer, salesperson, or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus and in the Statement of Additional Information in connection with the
offer contained in this Prospectus, and, if given or made, such other
information or representations must not be relied upon as having been authorized
by the Funds, the Investment Manager, or the Distributor.
- --------------------------------------------------------------------------------
4
<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================

Risk Factors" for a discussion of the risks associated with such securities.

Corporate Bond Fund may invest up to 25 percent of its net assets in higher
yielding debt securities in the lower rating (higher risk) categories of the
recognized rating services (commonly referred to as "junk bonds"). Such
securities include securities rated Ba or lower by Moody's or BB or lower by S&P
and are regarded as predominantly speculative with respect to the ability of the
issuer to meet principal and interest payments. The Fund will not invest in junk
bonds which are rated in default at the time of purchase. See "Investment
Methods and Risk Factors" for a discussion of the risks associated with
investing in such securities.

The Fund may invest in Yankee CDs which are certificates of deposit issued by
a U.S. branch of a foreign bank denominated in U.S. dollars and held in the U.S.
Yankee CDs are subject to somewhat different risks than are the obligations of
domestic banks. The Fund also may invest in debt securities issued by foreign
governments, their agencies and instrumentalities and foreign corporations,
provided that such securities are denominated in U.S. dollars. The Fund's
investment in foreign securities, including Canadian securities, will not exceed
25 percent of the Fund's net assets. See "Investment Methods and Risk Factors"
for a discussion of the risks associated with investing in foreign securities.

The Fund may invest in investment grade mortgage backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Fund may invest up to 10 percent of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
or "interest-only" (IO) or "principal-only" (PO) bonds, the market values of
which generally will be more volatile than the market values of most MBSs. The
Fund will hold less than 25 percent of its net assets in MBSs. For a discussion
of MBSs and the risks associated with such securities, see "Investment Methods
and Risk Factors."

The Fund may invest in zero coupon securities which are debt securities that
pay no cash income but are sold at substantial discounts from their face value.
Certain zero coupon securities also provide for the commencement of regular
interest payments at a deferred date. See "Investment Methods and Risk Factors"
for a discussion of zero coupon securities.

Corporate Bond Fund may purchase securities on a "when-issued" or "delayed
delivery" basis in excess of customary settlement periods for the types of
security involved. For a discussion of such securities, see "Investment Methods
and Risk Factors." It is anticipated that securities invested in by this Fund
will be held by the Fund on an average from one and a half to three years and
that the average weighted maturity of the Fund's portfolio will range from 5 to
15 years under normal circumstances.

LIMITED MATURITY BOND FUND

The investment objective of the Limited Maturity Bond Fund is to seek a high
level of income consistent with moderate price fluctuation by investing
primarily in short- and intermediate-term bonds. As used herein the term "short-
and intermediate-term bonds" is used to describe any debt security with a
maturity of 15 years or less. In pursuing its investment objective, the Fund
will invest in a broad range of debt securities, including (i) securities issued
by U.S. and Canadian corporations; (ii) securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by, the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars; (v)
higher yielding, high risk debt securities (commonly referred to as "junk
bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign bank
("Yankee CDs"); (vii) investment grade mortgage backed securities ("MBSs"); and
(viii) investment grade asset-backed securities. High yield debt securities,
Yankee CDs, MBSs and asset-backed securities are described in further detail
under "Investment Methods and Risk Factors." Under normal circumstances, the
Fund will invest at least 65 percent of the value of its total assets in short-
and intermediate-term bonds. It is anticipated that the dollar weighted average
maturity of the Fund's portfolio will range from 2 to 10 years. It will not
exceed 10 years.

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

- --------------------------------------------------------------------------------
5
<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================

characteristics as described under "Investment Methods and Risk Factors"--"Baa
or BBB Securities."

The Fund may invest in higher yielding debt securities in the lower rating
(higher risk) categories of the recognized rating services (commonly referred to
as "junk bonds"); however, the Fund will not hold more than 25 percent of its
net assets in junk bonds. This includes securities rated Ba or lower by Moody's
or BB or lower by S&P, and such securities are regarded as predominantly
speculative with respect to the ability of the issuer to meet principal and
interest payments. The Fund will not invest in junk bonds which are rated in
default at the time of purchase. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with investing in such securities.

For the year ended December 31, 1996, the dollar weighted average of Limited
Maturity Bond Fund's holdings (excluding equities) had the following credit
quality characteristics.

PERCENT OF
INVESTMENT NET ASSETS

U.S. Government and Government Agency Securities.................... 0%
Cash and other Assets, Less Liabilities............................. 5.6%
Rated Fixed Income Securities
AAA.............................................................. 29.8%
AA............................................................... 3.7%
A................................................................ 32.3%
Baa/BBB.......................................................... 12.1%
Ba/BB............................................................ 11.2%
B................................................................ 5.3%
Caa/CCC.......................................................... 0%
Unrated Securities Comparable in Quality to
A................................................................ 0%
Baa/BBB.......................................................... 0%
Ba/BB............................................................ 0%
B................................................................ 0%
Caa/CCC.......................................................... 0%
----
100%

The foregoing table is intended solely to provide disclosure about Limited
Maturity Bond Fund's asset composition for the year ended December 31, 1996. The
asset composition after this may or may not be approximately the same as shown
above.

The Fund may invest in Yankee CDs which are certificates of deposit issued by
a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
United States. Yankee CDs are subject to somewhat different risks than are the
obligations of domestic banks. The Fund may also invest in debt securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars. The
Fund's investment in foreign securities, including Canadian securities, will not
exceed 25 percent of the Fund's net assets. For a discussion of the risks
associated with foreign securities, see "Investment Methods and Risk Factors."

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

Limited Maturity Bond Fund may acquire certain securities that are restricted
as to disposition under the federal securities laws, provided that such
securities are eligible for resale to qualified institutional investors pursuant
to Rule 144A under the Securities Act of 1933, and subject to the Fund's policy
that not more than 15 percent of the Fund's net assets will be invested in
illiquid assets. See "Investment Methods and Risk Factors" for a discussion of
Rule 144A Securities.

The Fund may invest in investment grade mortgage backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Fund may invest up to 10 percent of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
and "interest-only" (IO) and "principal-only" (PO) bonds, the market values of
which will generally be more volatile than the market values of most MBSs. The
Fund will hold less than 25 percent of its net assets in MBSs, including CMOs
and mortgage pass-through securities. For a discussion of MBSs and the risks
associated with such securities, see "Investment Methods and Risk Factors."

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

- --------------------------------------------------------------------------------
6
<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================

Limited Maturity Bond Fund may purchase securities on a "when-issued" or
"delayed delivery" basis in excess of customary settlement periods for the type
of security involved. See "Investment Methods and Risk Factors."

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

U.S. GOVERNMENT FUND

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

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

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.

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

- --------------------------------------------------------------------------------
7
<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================

at moderate to substantial premiums or discounts from face value.

HIGH YIELD FUND

The investment objective of the High Yield Fund is to seek high current
income. Capital appreciation is a secondary objective. Under normal
circumstances, the Fund will seek its investment objective by investing
primarily in a broad range of income producing securities, including (i) higher
yielding, higher risk, debt securities (commonly referred to as "junk bonds");
(ii) preferred stock; (iii) securities issued by foreign governments, their
agencies and instrumentalities, and foreign corporations, provided that such
securities are denominated in U.S. dollars; (iv) mortgage-backed securities
("MBSs"); (v) asset-backed securities; (vi) securities issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities, including
Treasury bills, certificates of indebtedness, notes and bonds; (vii) securities
issued or guaranteed by, the Dominion of Canada or provinces thereof; and (viii)
zero coupon securities. The Fund may also invest up to 35 percent of its assets
in common stocks (which may include ADRs), warrants and rights. Under normal
circumstances, at least 65 percent of the Fund's total assets will be invested
in high-yielding, high risk debt securities.

High Yield Fund may invest up to 100 percent of its assets in debt 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. 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. Included in the debt
securities which the High Yield Fund may purchase are convertible bonds, or
bonds with warrants attached. 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 the holder the right to purchase an amount of
securities at a particular time and price. See "Investment Methods and Risk
Factors" for a discussion of the risks associated with such securities.

For the period August 5, 1996 (date of inception) to December 31, 1996, the
dollar weighted average of High Yield Fund's holdings (excluding equities) had
the following credit quality characteristics.

PERCENT OF
INVESTMENT NET ASSETS
U.S. Government Securities........................................... 0%
Cash and other Assets, Less Liabilities.............................. 11.4%
Rated Fixed Income Securities
Ba/BB............................................................. 38.2%
B................................................................. 49.4%
D................................................................. 1.0%
Unrated Securities Comparable in Quality to
A................................................................. 0%
Baa/BBB........................................................... 0%
Ba/BB............................................................. 0%
B................................................................. 0%
Caa/CCC........................................................... 0%
-----
100.0%

The foregoing table is intended solely to provide disclosure about High Yield
Fund's asset composition for the period August 5, 1996 (date of inception) to
December 31, 1996. The asset composition after this may or may not be
approximately the same as shown above.

The Fund may purchase securities which are obligations of, or guaranteed by,
the Dominion of Canada or provinces thereof and debt securities issued by
Canadian corporations. Canadian securities will not be purchased if subject to
the foreign interest equalization tax and unless payable in U.S. dollars. The
Fund may also invest in debt securities issued by foreign governments (including
Brady Bonds), their agencies and instrumentalities and foreign corporations
(including those in emerging markets), provided such securities are denominated
in U.S. dollars. The Fund's investment in foreign securities, excluding Canadian
securities, will not exceed 25 percent of the Fund's net assets. See "Investment
Methods and Risk Factors" for a discussion of the risks associated with
investing in foreign securities, Brady Bonds and emerging markets.

The Fund may invest in MBSs, including mortgage pass-through securities and
collateralized mortgage obligations (CMO's). The Fund may invest in securities
known as "inverse floating obligations," "residual interest bonds," or "interest
only" (IO) or "principal only" (PO) bonds, the market values of which generally
will be more volatile than the market values of most MBSs. This is due to the
fact that such instruments are more sensitive to interest rate changes and to
the rate of principal prepayments than are most other MBSs. The Fund will hold
less than 25 percent of its net assets in MBSs. For a discussion of MBSs and the
risks associated with such securities, see "Investment Methods and Risk
Factors."

The Fund may also invest in 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 payments. Asset-backed securities are
subject to risks similar

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SECURITY FUNDS
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to those discussed with respect to MBSs. See "Investment Methods and Risk
Factors."

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

The High Yield Fund may purchase securities on "when issued" or "delayed
delivery" basis in excess of customary settlement periods for the type of
security involved. The Fund may also purchase or sell securities on a "forward
commitment" basis and may enter into "repurchase agreements," "reverse
repurchase agreements" and "roll transactions." The Fund may lend securities to
broker-dealers, other institutions or other persons to earn additional income.
The value of loaned securities may not exceed 33 1/3 percent of the Fund's total
assets. In addition, the Fund may purchase loans, loan participations and other
types of direct indebtedness. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with these investment practices.

The Fund may enter into futures contracts (a type of derivative) (or options
thereon) to hedge all or a portion of its portfolio, as a hedge against changes
in prevailing levels of interest rates or as an efficient means of adjusting its
exposure to the bond market. The Fund will not use futures contracts for
leveraging purposes. The Fund will limit its use of futures contracts so that
initial margin deposits or premiums on such contracts used for non-hedging
purposes will not equal more than 5 percent of the Funds net asset value. The
Fund may purchase call and put options and write such options on a "covered"
basis. The Fund may also enter into interest rate and index swaps and purchase
or sell related caps, floors and collars. The aggregate market value of the
Fund's portfolio securities covering call or put options will not exceed 25
percent of the Fund's net assets. See the discussion of "Options, Futures and
Forward Currency Transactions," and "Swaps, Caps, Floors and Collars" under
"Investment Methods and Risk Factors."

From time to time, the High Yield Fund may invest part or all of its assets
in U.S. Government securities, commercial notes or money market instruments. It
is anticipated that the dollar weighted average maturity of the Fund's portfolio
will range from 5 to 15 years under normal circumstances.

SECURITY TAX-EXEMPT FUND

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.

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Such securities have speculative characteristics as discussed under "Investment
Methods and Risk Factors."

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

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

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

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

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

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

SECURITY CASH FUND

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

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

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

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SECURITY FUNDS
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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 Objective 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. Corporate Bond,
Limited Maturity Bond and High Yield 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 Lower-Rated Debt Securities (Junk Bonds)."

U.S. GOVERNMENT SECURITIES -- Each of the Funds may invest in U.S. Government
securities which include obligations issued or guaranteed (as to principal and
interest) by the United States Government or its agencies (such as the Small
Business Administration, the Federal Housing Administration, and Government
National Mortgage Association), or instrumentalities (such as Federal Home Loan
Banks and Federal Land Banks), and instruments fully collateralized with such
obligations such as repurchase agreements. Some U.S. Government securities, such
as Treasury bills and bonds, are supported by the full faith and credit of the
U.S. Treasury; others are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S. Government
to purchase the agency's obligations; still others, such as those of the Student
Loan Marketing Association, are supported only by the credit of the
instrumentality. Government National Mortgage Association (GNMA) certificates
are mortgage-backed securities representing part ownership of a pool of mortgage
loans on which timely payment of interest and principal is guaranteed by the
full faith and credit of the U.S. Government. Although U.S. Government
securities are guaranteed by the U.S. Government, its agencies or
instrumentalities, shares of the Funds are not so guaranteed in any way.

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

MORTGAGE BACKED SECURITIES AND COLLATERALIZED MORTGAGE OBLIGATIONS -- Certain
of the Funds may invest in mortgage-backed securities (MBSs), including mortgage
pass through securities and collateralized mortgage obligations (CMOs). MBSs
include certain securities issued or guaranteed by the United States government
or one of its agencies or instrumentalities, such as the Government National
Mortgage Association (GNMA), Federal National Mortgage Association (FNMA), or
Federal Home Loan Mortgage Corporation (FHLMC); securities issued by private
issuers that represent an interest in or are collateralized by mortgage-backed
securities issued or guaranteed by the U.S. government or one of its agencies or
instrumentalities; and securities issued by private issuers that represent an
interest in or are collateralized by mortgage loans. A mortgage pass through
security is a pro rata interest in a pool of mortgages where the cash flow
generated from the mortgage collateral is passed through to the security holder.
CMOs are obligations fully collateralized by a portfolio of mortgages or
mortgage-related securities. Certain of the Funds may invest in securities known
as "inverse floating obligations," "residual interest bonds," and "interest
only" (IO) and "principal only" (PO) bonds, the market values of which will
generally be more volatile than the market values of most MBSs. An inverse
floating obligation is a derivative adjustable rate security with interest rates
that adjust or vary inversely to changes in market interest rates. The term
"residual interest" bond is used generally to describe those instruments in
collateral pools, such as CMOs, which receive any excess cash flow generated by
the pool once all other bondholders and expenses have been paid. IOs and

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SECURITY FUNDS
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POs are created by separating the interest and principal payments generated by a
pool of mortgage-backed bonds to create two classes of securities. Generally,
one class receives interest only payments (IOs) and the other class principal
only payments (POs). MBSs have been referred to as "derivatives" because the
performance of MBSs is dependent upon and derived from underlying securities.

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

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

WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES -- Certain of the Funds may
purchase securities on a "when-issued" basis and may purchase or sell securities
on a "forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. The price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. 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 liquid
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 High Yield Fund may purchase restricted securities, including securities
that are not eligible for resale pursuant to Rule 144A. The 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 Fund's Board of Directors is responsible for developing and establishing
guidelines and procedures for determining the liquidity of Rule 144A securities.
As

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SECURITY FUNDS
PROSPECTUS
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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.

SOVEREIGN DEBT. Certain of the Funds may invest in sovereign debt securities
of emerging market governments, including Brady Bonds, provided they are
denominated in U.S. dollars. Sovereign debt securities are those issued by
emerging market governments that are traded in the markets of developed
countries or groups of developed countries. Investments in such securities
involve special risks. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or unwilling to repay
principal or interest when due in accordance with the terms of such debt.
Periods of economic uncertainty may result in the 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
Investment Manager intends to manage the Funds in a manner that will minimize
the exposure to such risks, there can be no assurance that adverse political
changes will not cause a Fund to suffer a loss of interest or principal on any
of its holdings.

In recent years, some of the emerging market countries 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 hard
currency payments could be affected.

Investors should also be aware that certain sovereign debt instruments in
which a Fund may invest involve great risk. As noted above, sovereign debt
obligations issued by

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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.

BRADY BONDS. Certain of the Funds 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. 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 High Yield Fund may invest only in collateralized Brady Bonds,
denominated in U.S. dollars. 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 High Yield Fund may invest in fixed
and floating rate loans ("Loans") arranged through private negotiations between
a corporate or foreign entity and one or more financial institutions
("Lenders"). Certain of the Fund's investments in Loans in emerging markets are
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. The Fund will have the
right to receive payments of principal, interest and any fees to which it is
entitled only from the Lender selling the Participation and only upon receipt by
the Lender of the payments from the borrower. In connection with purchasing
Participations, the Fund generally will have no right to enforce compliance by
the borrower with the terms of the loan agreement relating to the Loan ("Loan
Agreement"), nor any rights of set-off against the borrower, and the Fund may
not directly benefit from any collateral supporting the Loan in which it has
purchased the Participation. As a result, the Fund will assume the credit risk
of both the borrower and the Lender that is selling the Participation.

In the event of the insolvency of the Lender selling a Participation, the
Fund may be treated as a general creditor of the Lender and may not benefit from
any set-off between the Lender and the borrower. The Fund will acquire
Participations only if the Lender interpositioned between the Fund and the
borrower is determined by the Investment Manager 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.

ZERO COUPON SECURITIES -- Certain of the Funds may invest in certain zero
coupon securities that are "stripped" U.S. Treasury notes and bonds. The Funds
also may invest in

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zero coupon and other deep discount securities issued by foreign governments and
domestic and foreign corporations, including certain Brady Bonds and other
foreign debt and payment-in-kind securities. Zero coupon securities pay no
interest to holders prior to maturity, and payment-in-kind securities pay
interest in the form of additional securities. However, a portion of the
original issue discount on zero coupon securities and the "interest" on
payment-in-kind securities will be included in the investing Fund's income.
Accordingly, for the Fund to qualify for tax treatment as a regulated investment
company and to avoid certain taxes (see "Taxes" in the Statement of Additional
Information), the Fund may be required to distribute an amount that is greater
than the total amount of cash it actually receives. These distributions must be
made from the Fund's cash assets or, if necessary, from the proceeds of sales of
portfolio securities. The Fund will not be able to purchase additional
income-producing securities with cash used to make such distributions and its
current income ultimately may be reduced as a result. Zero coupon and
payment-in-kind securities usually trade at a deep discount from their face or
par value and will be subject to greater fluctuations of market value in
response to changing interest rates than debt obligations of comparable
maturities that make current distributions of interest in cash.

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 High Yield 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, the 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 the 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 High Yield 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
Fund would forego principal and interest paid on such securities. The Fund would
be compensated by the difference between the current sales price and the forward
price for the future purchase, as well as by the interest earned on the cash
proceeds of the initial sale. See "Investment Objectives and Policies" in the
Statement of Additional Information.

INVESTMENT METHODS

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

From time to time, it may be advantageous for the Funds to borrow money
rather than sell existing portfolio positions to meet redemption requests.
Accordingly, the Funds may borrow from banks and the High Yield Fund may borrow
through reverse repurchase agreements and "roll" transactions, in connection
with meeting requests for the redemption of Fund shares. High Yield Fund may
borrow up to 33 1/3 percent; Limited Maturity Bond, Tax-Exempt and Cash Funds
may each borrow up to 10 percent; and Corporate Bond and U.S. Government Fund
may borrow up to 5 percent of total Fund assets. To the extent that a Fund
purchases securities while it has outstanding borrowings, it is using leverage,
i.e., using borrowed funds for investment. Leveraging will exaggerate the effect
on net asset value of any increase or decrease in the market value of a Fund's
portfolio. Money borrowed for leveraging will be subject to interest costs that
may or may not be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on the securities
purchased. A Fund also may be required to maintain minimum average balances in
connection with such borrowing or to pay a commitment or other fee to maintain a
line of credit; either of these requirements would increase the cost of
borrowing over the stated interest rate. It is not expected that Cash Fund would
purchase securities while it had borrowings outstanding.

OPTIONS AND FUTURES TRANSACTIONS -- In seeking to protect against interest
rate changes that are adverse to its present or prospective positions, the High
Yield Fund may employ

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certain risk management practices involving the use of options and futures
contracts and options on futures contracts on U.S. and foreign government
securities. The High Yield Fund also may enter into interest rate and index
swaps and purchase or sell related caps, floors and collars. 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 and Futures Strategies" in the Statement of Additional
Information. There can be no assurance that a Fund's risk management practices
will succeed.

Certain Funds 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 or liquid securities having a value sufficient to meet the Fund's
obligations under the option. The Funds 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 Funds 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 a Fund may enter into
forward contracts or futures contracts or engage in options transactions. See
"Taxes" in the Statement of Additional Information.

SWAPS, CAPS, FLOORS AND COLLARS -- High Yield Fund may enter into interest
rate 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 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.

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.

AMERICAN DEPOSITARY RECEIPTS (ADRS) -- The High Yield Fund may invest in
sponsored ADRs. ADRs are dollar-denominated receipts issued generally by U.S.
banks and which represent the deposit with the bank of a foreign company's
securities. ADRs are publicly traded on exchanges or over-the-counter in the
United States. Investors should consider carefully the substantial risks
involved in investing in securities issued by companies of foreign nations,
which are in addition to the usual risks inherent in domestic investments. See
"Foreign Investment Risks," below.

LENDING OF PORTFOLIO SECURITIES -- Certain Funds may lend securities to
broker-dealers, institutional investors, or other persons to earn income. The
principal risk is the potential insolvency of the broker-dealer or other
borrower. In this event, the Fund could experience delays in recovering its
securities and possibly capital losses. Any loan will be continuously secured by
collateral at least equal to the value of the security loaned. Such lending
could result in delays in receiving additional collateral or in the recovery of
the securities or possible loss of rights in the collateral should the borrower
fail financially.

RISK FACTORS

GENERAL RISK FACTORS -- Each Fund's net asset value will fluctuate,
reflecting fluctuations in the market value of its portfolio positions. 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

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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.

RISKS ASSOCIATED WITH INVESTMENT IN EMERGING MARKETS -- Certain of the Funds
may invest in emerging markets. Because of the special risks associated with
investing in emerging markets, an investment in a Fund making such investments
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. Investments may also be made 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
a Fund to make intended securities purchases due to settlement problems could
cause it to forego attractive investment opportunities. Inability to dispose of
a portfolio security caused by settlement problems could result either in losses
to a Fund due to subsequent declines in value of the portfolio security or, if a
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 a Fund's portfolio securities in such
markets may not be readily available. Section 22(e) of the 1940 Act permits a
registered investment company to suspend redemption of its shares for any period
during which an emergency exists, as determined by the SEC. Accordingly, when a
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 a Fund's
identification of such conditions until the date of SEC action, the portfolio
securities of a Fund in the affected markets will be valued at fair value as
determined in good faith by or under the direction of the Fund's Board of
Directors.

RISKS ASSOCIATED WITH LOWER-RATED DEBT SECURITIES (JUNK BONDS) -- Certain of
the Funds may invest in higher yielding debt securities in the lower rating
(higher risk) categories of the recognized rating services (commonly referred to
as "junk bonds"). Debt rated BB, B, CCC, CC and C by S&P and rated Ba, B, Caa,
Ca and C by Moody's, is regarded, on balance, as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. For S&P, BB indicates the lowest
degree of speculation and C the highest degree of speculation. For Moody's, Ba
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Similarly, debt rated Ba or BB and below is
regarded by the relevant rating agency as speculative. Debt rated C by Moody's
or S&P is the lowest quality debt that is not in default as to principal or
interest and such issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing. Such securities are
also generally considered to be subject to greater risk than higher quality
securities with regard to a deterioration of general economic conditions.
Ratings of debt securities represent the rating agency's opinion regarding their
quality

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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.

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 High Yield Fund
also may acquire lower quality debt securities during an initial underwriting or
may acquire lower quality debt securities which are sold without registration
under applicable securities laws. Such securities involve special considerations
and risks.

Factors having an adverse effect on the market value of lower rated
securities or their equivalents purchased by the Fund will adversely impact net
asset value of the Fund. See "Risk Factors" in the Statement of Additional
Information. In addition to the foregoing, such factors may include: (i)
potential adverse publicity; (ii) heightened sensitivity to general economic or
political conditions; and (iii) the likely adverse impact of a major economic
recession. The Fund also may incur additional expenses to the extent it is
required to seek recovery upon a default in the payment of principal or interest
on its portfolio holdings, and the Fund may have limited legal recourse in the
event of a default. Debt securities issued by governments in emerging markets
can differ from debt obligations issued by private entities in that remedies
from defaults generally must be pursued in the courts of the defaulting
government, and legal recourse is therefore somewhat diminished. Political
conditions, in terms of a government's willingness to meet the terms of its debt
obligations, also are of considerable significance. There can be no assurance
that the holders of commercial bank debt may not contest payments 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 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, LLC (the "Investment
Manager"), 700 Harrison Street, Topeka, Kansas, is responsible for selection and
management of the Funds' portfolio investments. The Investment Manager is a
limited liability company which is ultimately controlled by Security Benefit
Life Insurance Company, a life insurance company with over $7.4 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

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Investment Manager currently manages approximately $3.5 billion in assets.

Subject to the supervision and direction of the Funds' Board of Directors,
the Investment Manager manages the Fund portfolios in accordance with each
Fund's stated investment objective and policies and makes 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 High Yield 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 is not aware of any
state that currently imposes limits on the level of mutual fund expenses.) 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 .6 percent of the average daily net
assets of the High Yield Fund, computed on a daily basis 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, High Yield and
Tax-Exempt Funds and .045 percent of the average daily net assets of Cash Fund,
calculated daily and payable monthly. The Investment Manager also acts as the
transfer agent and dividend disbursing agent for the Funds. 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, 1996, 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; .65 percent for Class A and 1.86 percent for
Class B shares of U.S. Government Fund; .90 percent for Class A and 1.88 percent
for Class B shares of Limited Maturity Bond Fund; .78 percent for Class A and
2.01 percent for Class B shares of Tax-Exempt Fund; and 1.01 percent for Cash
Fund. For the period August 5, 1996 (date of inception) to December 31, 1996,
the total expenses were 1.54 percent for Class A shares and 2.26 percent for
Class B shares of High Yield Fund.

PORTFOLIO MANAGEMENT

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

David Eshnaur is Assistant Vice President and Portfolio Manager of the
Investment Manager. Mr. Eshnaur has 15 years of investment experience. Prior to
joining the Investment Manager in 1997, he worked at Waddell & Reed in the
positions of Assistant Vice President, Assistant Portfolio Manager, Senior
Analyst, Industry Analyst and Account Administrator. Mr. Eshnaur earned a
Bachelor of Arts degree in Business Administration from Coe College and an
M.B.A. degree in Finance from the University of Missouri - Kansas City.

Tom Swank has over ten years of experience in the investment field. He is a
Chartered Financial Analyst. Prior to joining the Investment Manager in 1992, he
was an Investment Underwriter and Portfolio Manager for U.S. West Financial
Services, Inc. from 1986 to 1992. From 1984 to 1986, he was a Commercial Credit
Officer for United Bank of Denver. From 1982 to 1984, he was employed as a Bank
Holding Company examiner for the Federal Reserve Bank of Kansas City - Denver
Branch. Mr. Swank graduated from

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Miami University in Ohio with a Bachelor of Science degree in finance in 1982
and earned a Master of Business Administration degree from the University of
Colorado.

PROPOSED SUB-ADVISORY AGREEMENT FOR SECURITY TAX-EXEMPT FUND

The Board of Directors of Security Tax-Exempt Fund has approved a new
sub-advisory agreement between the Investment Manager and Salomon Brothers Asset
Management Inc. ("Salomon Brothers"). The new sub-advisory agreement provides
for Salomon Brothers to provide sub-advisory services to Tax-Exempt Fund.
Salomon Brothers is a wholly-owned subsidiary of Salomon Brothers Holding
Company, Inc., which is wholly-owned by Salomon Smith Barney Holdings, Inc.,
which is, in turn, wholly-owned by Travelers Group, Inc. Salomon Brothers was
incorporated in 1987 and together with Salomon Brothers affiliates in London,
Frankfurt, Tokyo and Hong Kong, provides a broad range of investment advisory
services to various individuals and institutional clients located throughout the
world and serves as investment adviser to various investment companies.
Currently Salomon Brothers and its affiliates manage approximately $26.6 billion
in assets.

See "Management of the Funds" above for more information about the existing
investment advisory agreement.

PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY CONTRACT FOR SECURITY TAX-EXEMPT
FUND

In connection with adopting a Class A Distribution Plan for Tax-Exempt Fund,
the Board of Directors of Tax-Exempt Fund approved an amendment to the
Investment Advisory Contract between Tax-Exempt Fund and the Investment Manager
to exclude the Class A distribution fee from aggregate annual expenses for the
purpose of calculating the one percent limit on annual expenses. The current
investment advisory contract provides that the Investment Manager guarantees
that the aggregate annual expenses incurred by Tax-Exempt Fund will not exceed
an amount equal to one percent of the average net assets of Tax-Exempt Fund each
year. However, the annual expenses do not include interest and taxes,
extraordinary expenses (such as litigation), and distribution fees paid under
Tax-Exempt Fund's Class B Distribution Plan. Under the proposed Amendment, the
distribution fees paid under the Class A Distribution Plan similarly would be
excluded from the expenses guaranteed under the Investment Advisory Contract.

See "Management of the Funds" above for more information about the existing
investment advisory agreement.

HOW TO PURCHASE SHARES

As discussed below, shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, High Yield 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, HIGH YIELD AND
TAX-EXEMPT FUNDS

Security Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary of
Security Benefit Group, Inc., is principal underwriter for Corporate Bond,
Limited Maturity Bond, U.S. Government, High Yield and Tax-Exempt Funds. Shares
of these Funds may be purchased through authorized investment dealers. In
addition, banks and other financial institutions that have an agreement with the
Distributor may make shares of these Funds available to their customers. The
minimum initial purchase must be $100 and subsequent purchases must be $100
unless made through an Accumulation Plan which allows subsequent purchases of
$20.

Orders for the purchase of shares of Corporate Bond, Limited Maturity Bond,
U.S. Government, High Yield 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

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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, High Yield 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 39 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 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,
High Yield and Tax-Exempt Funds are offered at net asset value plus an initial
sales charge as follows:

SALES CHARGE
-------------------------------------------
Applicable
Percentage Percentage of Percentage
Amount of Purchases of Offering Net Amount Reallowable
at Offering Price Price Invested to Dealers
- --------------------------------------------------------------------------------
Less than $50,000 ................... 4.75% 4.99% 4.00%
$50,000 but less than $100,000 ...... 3.75% 3.90% 3.00%
$100,000 but less than $250,000 ..... 2.75% 2.83% 2.20%
$250,000 but less than $1,000,000 ... 1.75% 1.78% 1.40%
$1,000,000 and over ................. None None (See below)
- --------------------------------------------------------------------------------

Purchases of Class A shares of the Corporate Bond, Limited Maturity Bond,
U.S. Government, High Yield and Tax-Exempt Funds in amounts of $1,000,000 or
more are made at net asset value (without a sales charge), but are subject to a
contingent deferred sales charge of one percent in the event of redemption
within one year following purchase. For a discussion of the contingent deferred
sales charge, see "Calculation and Waiver of Contingent Deferred Sales Charges"
on page 24.

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

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

Currently, service fees are paid on the aggregate value of accounts opened
after July 31, 1990, in Security Tax-Exempt, Equity, Asset Allocation, Global,
Social Awareness, Value, 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
High Yield 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,

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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 High Yield 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 High Yield Funds to finance joint distribution
activities, for example joint advertisements, and the costs of such joint
activities will be allocated among the Funds on a fair and equitable basis,
including on the basis of the relative net assets of their Class A shares.

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

In addition, compensation to securities dealers and others is paid from
distribution fees at an annual rate of .25 percent of the average daily net
asset value of Class A shares sold by such dealers and remaining outstanding on
the Fund's books to obtain certain administrative services for the Funds' Class
A stockholders. The services include, among other things, processing new
stockholder account applications and serving as the primary source of
information to customers in answering questions concerning the Funds and their
transactions with the Funds. The Distributor is also authorized to engage in
advertising, the preparation and distribution of sales literature and other
promotional activities on behalf of Corporate Bond, Limited Maturity Bond, U.S.
Government and High Yield 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 High Yield Funds'
Class A Distribution Plan may be terminated at any time by vote of the directors
of Income Fund, who are not interested persons of the Fund as defined in the
1940 Act or by vote of a majority of the outstanding Class A shares. In the
event the Class A Distribution Plan is terminated by the Funds' Class A
stockholders or the Board of Directors, the payments made to the Distributor
pursuant to the Plan up to that time would be retained by the Distributor. Any
expenses incurred by the Distributor in excess of those payments would be
absorbed by the Distributor.

PROPOSED CLASS A DISTRIBUTION PLAN FOR SECURITY TAX-EXEMPT FUND

The Board of Directors of Security Tax-Exempt Fund approved a Class A
Distribution Plan for Tax-Exempt Fund. Under the proposed Class A Distribution
Plan, Tax-Exempt Fund would be authorized to use its assets to finance certain
activities relating to the distribution of its shares to investors. The Plan
would permit payments to be made by Tax-Exempt Fund to the Distributor to
finance various activities relating to the distribution of its Class A shares to
investors. The Distributor currently uses its own funds to engage in such
activities, and the distribution fees would supplement these expenditures and in
some instances may replace such expenditures. The following distribution-related
activities are permitted under the Plan: (1) preparation, printing and
distribution of the Prospectus and Statement of Additional Information in
connection with the offering of shares to the public; (2) printing of additional
copies of reports and other shareholder communications for use by the
Distributor as sales literature; (3) preparation, printing and distribution of
any other sales literature used in connection with the offering of Fund shares
to the public; (4) expenses incurred in advertising, promoting and selling
shares of the Fund to the public; (5) service fees to securities dealers for
answering shareholder inquiries, recordkeeping and similar services; and (6)
expenses incurred in promoting shares of the Fund to securities dealers,
including the costs of preparation of materials for presentations to dealers,
travel expenses, costs of entertainment and other similar expenses.

CLASS B SHARES

Class B shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
High Yield and Tax-Exempt Funds

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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 PURCHASE 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 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, High Yield
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 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

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

The contingent deferred sales charge is waived: (1) following the death of a
stockholder if redemption is made within one year after death; (2) upon the
disability (as defined in Section 72(m)(7) of the Internal Revenue Code) of a
stockholder prior to age 65 if redemption is made within one year after the
disability, provided such disability occurred after the stockholder opened the
account; (3) in connection with required minimum distributions in the case of an
IRA, SAR-SEP or Keogh or any other retirement plan qualified under section
401(a), 401(k) or 403(b) of the Code; and (4) in the case of distributions from
retirement plans qualified under section 401(a) or 401(k) of the Internal
Revenue Code due to (i) returns of excess contributions to the plan, (ii)
retirement of a participant in the plan, (iii) a loan from the plan (repayment
of loans, however, will constitute new sales for purposes of assessing the
contingent deferred sales charge, (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 32 for details.

ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS

The Distributor, from time to time, will provide promotional incentives or
pay a bonus to certain dealers whose representatives have sold or are expected
to sell significant amounts of the Corporate Bond, Limited Maturity Bond, U.S.
Government, High Yield and Tax-Exempt Funds and/or certain other Funds managed
by the Investment Manager. Such promotional incentives will include payment for
attendance (including travel and lodging expenses) by qualifying registered
representatives (and members of their families) at sales seminars at luxury
resorts within or outside the United States. Bonus compensation may include
reallowance of the entire sales charge and may also include, with respect to
Class A shares, an amount which exceeds the entire sales charge and, with
respect to Class B shares, an amount which exceeds the maximum commission. The
Distributor, or the Investment Manager, may also provide financial assistance to
certain dealers in connection with conferences, sales or training programs for
their employees, seminars for the public, advertising, sales campaigns, and/or
shareholder services and programs regarding one or more of the funds managed by
the Investment Manager. Certain of the promotional incentives or bonuses may be
financed by payments to the Distributor under a Rule 12b-1 Distribution Plan.
The payment of promotional incentives and/or bonuses will not change the price
an investor will pay for shares or the amount that the Funds will receive from
such sale. No compensation will be offered to the extent it is prohibited by the
laws of any state or self-regulatory agency, such as the National Association of
Securities Dealers, Inc. ("NASD"). A Dealer to whom substantially the entire
sales charge on Class A shares is reallowed may be deemed to be an "underwriter"
under federal securities laws.

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

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

The Investment Manager or Distributor also may pay a marketing allowance to
dealers who meet certain eligibility criteria. This allowance is paid with
reference to new sales of shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, High Yield and Tax-Exempt Funds in a calendar year. To be eligible
for this allowance in any given year, the dealer must sell a minimum of
$2,000,000 of Class A and Class B shares during that year. The marketing
allowance ranges from .15 percent to .75 percent of aggregate new sales
depending upon the volume of shares sold. See the Funds' Statement of Additional
Information for more detailed information about the marketing allowance.

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:

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SECURITY FUNDS
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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) For an initial investment, you must also send a completed investment
application to the Fund.

3. THROUGH BROKER/DEALERS

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

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

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

PURCHASES AT NET ASSET VALUE

Class A shares of Corporate Bond, Limited Maturity Bond Fund, U.S.
Government, High Yield 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.

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

TRADING PRACTICES AND BROKERAGE

The portfolio turnover rate for the Corporate Bond, U.S. Government and
Tax-Exempt Funds, respectively, for the fiscal year ended December 31, 1996, was
as follows: Corporate Bond Fund - 292 percent; U.S. Government Fund - 75
percent; Limited Maturity Bond Fund - 105 percent; and Tax-Exempt Fund - 54
percent. The annualized portfolio turnover rate for the High Yield Fund for the
period August 5, 1996 (date of inception) to December 31, 1996, was 168 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

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SECURITY FUNDS
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Fund may exceed 100 percent, but is not expected to do so. The portfolio
turnover rate for the High Yield Fund may exceed 100 percent but it is generally
not expected to exceed 150 percent. 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 orders from SBL) may be aggregated and executed as a single
transaction, subject to the Investment Manager's obligation to seek best
execution. Aggregated purchases or sales are generally effected at an average
price and on a pro rata basis (transaction costs will also be shared on a pro
rata basis) in proportion to the amounts desired to be purchased or sold. See
the Funds' Statement of Additional Information for a more detailed description
of aggregated transactions.

HOW TO REDEEM SHARES

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

Shares will be redeemed on request of the stockholder in proper order to the
Funds' Investment Manager, Security Management Company, LLC, 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. If blank checks are requested on the
Checking Privilege Request Form, the Fund will make a supply available. Such
checks may be drawn in any amount of $100 or more. When a check is presented to
Cash 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 Cash Fund shares may fluctuate 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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In addition to the foregoing redemption procedures, the Funds repurchase
shares from broker/dealers at the price determined as of the close of business
on the day such offer is confirmed. Dealers may charge a commission on the
repurchase of shares.

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

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

TELEPHONE REDEMPTIONS

Stockholders may redeem uncertificated shares in amounts up to $10,000 by
telephone request, provided that the stockholder has completed the Telephone
Redemption section of the application or a Telephone Redemption form which may
be obtained from the Investment Manager. The proceeds of a telephone redemption
will be sent to the stockholder at his or her address as set forth in the
application or in a subsequent written authorization with a signature guarantee.
Once authorization has been received by the Investment Manager, a stockholder
may redeem shares by calling the Funds at (800) 888-2461, extension 3127, on
weekdays (except holidays) between the hours of 7:00 a.m. and 6:00 p.m. Central
time. Redemption requests received by telephone after the close of the New York
Stock Exchange (normally 3 p.m. Central time) will be treated as if received on
the next business day. Telephone redemptions are not accepted for IRA and
403(b)(7) accounts. 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 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 telephone 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 27.

DIVIDENDS AND TAXES

It is the policy of Corporate Bond, Limited Maturity Bond, U.S. Government,
High Yield and Tax-Exempt Funds to pay dividends from net investment income
monthly. It is the policy of Corporate Bond, Limited Maturity Bond, U.S.
Government, High Yield and Tax-Exempt Funds 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, High Yield and Tax-Exempt Funds bear most of the costs of
distribution of such shares through payment of a front-end sales charge, while
Class B shares of these Funds bear such costs through a higher distribution fee,
expenses attributable to Class B shares, generally, will be higher and as a
result, income distributions paid by these Funds with respect to Class B shares
generally will be lower than those paid with respect to Class A shares. Any such
dividend payment or capital gains distribution will result in a decrease of the
net asset value of the shares in an amount equal to the payment or distribution.
All dividends and distributions are automatically reinvested on the payable date
in shares of the Funds at net asset value as of the record date (reduced by an
amount equal to the amount of the dividend or distribution) unless the
Investment Manager is previously notified in writing by the stockholder that
such dividends or distributions are to be received in cash. A stockholder may
also request that such dividends or distributions be directly deposited to the
stockholder's bank account. Dividends or distributions paid with respect to
Class A shares and received in cash may, within 30 days of the payment date, be
reinvested without a sales charge.

Each of Corporate Bond, Limited Maturity Bond, U.S. Government and High Yield
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.

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of Additional Information is not intended as a substitute for careful tax
planning. The discussion is based upon present provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the regulations promulgated
thereunder, and judicial and administrative ruling authorities, all of which are
subject to change, which change may be retroactive. Prospective investors should
consult their own tax advisors with regard to the federal tax consequences of
the purchase, ownership, and disposition of Fund shares, as well as the tax
consequences arising under the laws of any state, foreign country, or other
taxing jurisdiction.

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.

Distributions of net investment income and realized net short-term capital
gain by Corporate Bond, Limited Maturity Bond, U.S. Government, High Yield and
Cash Funds are taxable to stockholders as ordinary income whether received in
cash or reinvested in additional shares. Distributions of net capital gain,
whether received in cash or reinvested in Fund shares, will generally be taxable
to shareholders as either "20% Gain" or "28% Gain," depending upon the Fund's
holding period for the assets sold. "20% Gains" arise from sales of assets held
by a Fund for more than 18 months and are subject to a maximum tax rate of 20%;
"28% Gains" arise from sales of assets held by a Fund for more than one year but
no more than 18 months and are subject to a maximum tax rate of 28%. Net capital
gains from assets held for one year or less will be taxed as ordinary income.
Distributions will be subject to these capital gains rates regardless of how
long a shareholder has held Fund 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.

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At December 31, 1996, Corporate Bond, Limited Maturity Bond, U.S. Government,
High Yield and Tax-Exempt Funds, respectively, had accumulated net realized
losses on sales of investments in the following amounts: $12,356,928, $69,564,
$978,377, $36,585 and $1,477,887.

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 (such as
the Funds) 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. The payment of such
taxes will reduce the amount of dividends and distributions paid to the Funds'
stockholders. So long as a Fund qualifies as a regulated investment company,
certain distribution requirements are satisfied, and more than 50% of such
Fund's assets at the close of the taxable year consists of securities of foreign
corporations, the Fund may elect, subject to limitation, to pass through its
foreign tax credits to its stockholders.

DETERMINATION OF NET ASSET VALUE

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

Securities which are listed or traded on a national securities exchange are
valued at the last sale price. If there are no sales on a particular day, then
the securities are valued at the last bid price. All other securities for which
market quotations are readily available are valued on the basis of the last
current bid price. If there is no bid price or if the bid price is deemed to be
unsatisfactory by the Board of Directors or by the Investment Manager, then the
securities are valued in good faith by such method as the Board of Directors
determines will reflect the fair market value.

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

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

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

Because the expenses of distribution are borne by Class A shares of Corporate
Bond, Limited Maturity Bond, U.S. Government, High Yield 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

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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, High Yield 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, High
Yield 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, High Yield or Tax-Exempt Fund over
periods of one, five and ten years (up to the life of the Fund). Such average
annual total return figures will reflect the deduction of the maximum sales
charge and a proportional share of Fund expenses on an annual basis, and will
assume that all dividends and distributions are reinvested when paid.

Aggregate total return will be calculated for any specified period by
assuming a hypothetical investment in Corporate Bond, Limited Maturity Bond,
U.S. Government, High Yield or Tax-Exempt Fund on the date of the commencement
of the period and assuming that all dividends and distributions are reinvested
when paid. The net increase or decrease in the value of the investment over the
period will be divided by its beginning value to arrive at aggregate total
return.

In addition, total return may also be calculated for several consecutive
one-year periods, expressing the total return as a percentage increase or
decrease in the value of the investment for each year relative to the ending
value for the previous year. Corporate Bond, Limited Maturity Bond, U.S.
Government, High Yield 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, High Yield 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, High
Yield 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.

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An application may be obtained by writing Security Distributors, Inc., 700 SW
Harrison Street, Topeka, Kansas 66636-0001 or by calling (785) 431-3127 or (800)
888-2461, extension 3127.

SYSTEMATIC WITHDRAWAL PROGRAM

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

A stockholder may establish a Systematic Withdrawal Program with respect to
Class B shares without the imposition of any applicable contingent deferred
sales charge, provided that such withdrawals do not in any 12-month period,
beginning on the date the Program is established, exceed 10 percent of the value
of the account on that date ("Free Systematic Withdrawals"). Free Systematic
Withdrawals are not available if a Program established with respect to Class B
shares provides for withdrawals in excess of 10 percent of the value of the
account in any Program year and, as a result, all withdrawals under such a
Program would be subject to any applicable contingent deferred sales charge.
Free Systematic Withdrawals will be made first by redeeming those shares that
are not subject to the contingent deferred sales charge and then by redeeming
shares held the longest. The contingent deferred sales charge applicable to a
redemption of Class B shares requested while Free Systematic Withdrawals are
being made will be calculated as described under "Calculation and Waiver of
Contingent Deferred Sales Charges," page 24. 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, or for shares of the other mutual funds distributed by
the Distributor, which currently include Security Growth and Income, Equity,
Global, Asset Allocation, Social Awareness, Value, Ultra, Emerging Markets Total
Return, Global Asset Allocation and Global High Yield 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 distributed by the Distributor
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, High Yield, Tax-Exempt, Emerging Markets Total Return, Global Asset
Allocation and Global High Yield 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, High Yield,
Tax-Exempt, Emerging Markets Total Return, Global Asset Allocation and Global
High Yield 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

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application or a Telephone Transfer Authorization form which may be obtained
from the Investment Manager. Once authorization has been received by the
Investment Manager, a stockholder may exchange shares by telephone by calling
the Funds at (800) 888-2461, extension 3127, on weekdays (except holidays)
between the hours of 7:00 a.m. and 6:00 p.m. Central time. Exchange requests
received by telephone after the close of the New York Stock Exchange (normally 3
p.m. Central time) will be treated as if received on the next business day.

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

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

RETIREMENT PLANS

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

GENERAL INFORMATION

ORGANIZATION

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

Income Fund has authorized capital stock of $1.00 par value. Its shares are
currently issued in seven series, Corporate Bond Fund, Limited Maturity Bond
Fund, U.S. Government Fund, High Yield Fund, Emerging Markets Total Return Fund,
Global Asset Allocation Fund and Global High Yield Fund. The shares of each
series represent a pro rata beneficial interest in that series' net assets and
in the earnings and profits or losses derived from the investment of such
assets.

Tax-Exempt and Cash Funds have authorized capital stock of $0.10 par value
per share.

Each of the Funds (except Cash Fund) 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 percent of a Fund's
outstanding shares.

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

STOCKHOLDER INQUIRIES

Stockholders who have questions concerning their account or wish to obtain
additional information may write

- --------------------------------------------------------------------------------
33
<PAGE>

SECURITY FUNDS
PROSPECTUS
================================================================================

to the Security Funds at 700 SW Harrison Street, Topeka, Kansas 66636-0001, or
call (785) 431-3127 or 1-800-888-2461, extension 3127.

- --------------------------------------------------------------------------------
34
<PAGE>

SECURITY FUNDS
PROSPECTUS APPENDIX A
================================================================================

APPENDIX A

DESCRIPTION OF SHORT-TERM INSTRUMENTS

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

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

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

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

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

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

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

DESCRIPTION OF COMMERCIAL PAPER RATINGS

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

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

DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

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

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

- --------------------------------------------------------------------------------
35
<PAGE>

SECURITY FUNDS
PROSPECTUS APPENDIX A (Continued)
================================================================================

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 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.

- --------------------------------------------------------------------------------
36
<PAGE>

SECURITY FUNDS
PROSPECTUS APPENDIX B
================================================================================

APPENDIX B

DESCRIPTION OF MUNICIPAL BOND RATINGS

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

MOODY'S INVESTORS SERVICE, INC.*

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

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

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

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.

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.

- --------------------------------------------------------------------------------
37
<PAGE>

SECURITY FUNDS
PROSPECTUS APPENDIX B (Continued)
================================================================================

*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.

- --------------------------------------------------------------------------------
38
<PAGE>

SECURITY FUNDS
PROSPECTUS APPENDIX C
================================================================================

APPENDIX C

REDUCED SALES CHARGES
CLASS A SHARES

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

A Statement of Intention may be revised during the 13-month (or, if
applicable, 36-month) period. Additional shares received from reinvestment of
income dividends and capital gains distributions are included in the total
amount used to determine reduced sales charges.

REINSTATEMENT PRIVILEGE

Stockholders who redeem their Class A shares of Corporate Bond, Limited
Maturity Bond, U.S. Government, High Yield 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,
Global, Asset Allocation, or Ultra Fund, without a sales charge up to the dollar
amount of the redemption proceeds. To exercise this privilege, a stockholder
must provide written notice and the amount to be reinvested to the Fund within
30 days after the redemption request.

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

- --------------------------------------------------------------------------------
39
<PAGE>

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

SECURITY INCOME FUND

* Corporate Bond Series
* Limited Maturity Bond Series
* U.S. Government Series
* High Yield Series

SECURITY TAX-EXEMPT FUND

SECURITY CASH FUND

STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997, AS SUPPLEMENTED FEBRUARY 25, 1998
RELATING TO THE PROSPECTUS DATED MAY 1, 1997,
AS SUPPLEMENTED FEBRUARY 25, 1998, AS IT MAY BE SUPPLEMENTED FROM TIME TO TIME
(785) 431-3127
(800) 888-2461

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

INVESTMENT MANAGER
Security Management Company, LLC
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

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
May 1, 1997
As Supplemented February 25, 1998
(RELATING TO THE PROSPECTUS DATED MAY 1, 1997,
AS SUPPLEMENTED FEBRUARY 25, 1998, AS IT MAY BE SUPPLEMENTED FROM TIME TO TIME)

This Statement of Additional Information is not a Prospectus. It should be
read in conjunction with the Prospectus dated May 1, 1997, as supplemented
February 25, 1998, as it may be supplemented from time to time. A Prospectus may
be obtained by writing or calling Security Distributors, Inc., 700 SW Harrison,
Topeka, Kansas 66636-0001, or by calling (785) 431-3127 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
High Yield Fund....................................................... 6
Security Tax-Exempt Fund................................................ 8
Security Cash Fund...................................................... 12
Investment Methods and Risk Factors....................................... 14
Investment Policy Limitations............................................. 25
Income Fund's Fundamental Policies...................................... 26
Tax-Exempt Fund's Fundamental Policies.................................. 27
Cash Fund's Fundamental Policies........................................ 28
Officers and Directors.................................................... 29
Remuneration of Directors and Others...................................... 31
How to Purchase Shares.................................................... 31
Corporate Bond, Limited Maturity Bond, U.S. Government, High Yield and
Tax-Exempt Funds...................................................... 31
Alternative Purchase Options............................................ 32
Class A Shares.......................................................... 32
Security Income Fund's Class A Distribution Plan........................ 33
Proposed Class A Distribution Plan for Security Tax-Exempt Fund......... 34
Class B Shares.......................................................... 34
Class B Distribution Plan............................................... 35
Calculation and Waiver of Contingent Deferred Sales Charges............. 35
Arrangements With Broker/Dealers and Others........................... 36
Cash Fund............................................................. 37
Purchases at Net Asset Value.............................................. 38
Accumulation Plan......................................................... 38
Systematic Withdrawal Program............................................. 38
Investment Management..................................................... 39
Portfolio Management.................................................... 41
Proposed Sub-Advisory Agreement for Security Tax-Exempt Fund............ 41
Proposed Amendment to the Investment Advisory Contract for
Security Tax-Exempt Fund.............................................. 42
Code of Ethics.......................................................... 42
Distributor............................................................... 42
Allocation of Portfolio Brokerage......................................... 43
Determination of Net Asset Value.......................................... 44
How to Redeem Shares...................................................... 45
Telephone Redemptions................................................... 47
How to Exchange Shares.................................................... 47
Exchange by Telephone................................................... 48
Dividends and Taxes....................................................... 48
Organization.............................................................. 53
Custodian, Transfer Agent and Dividend-Paying Agent....................... 53
Independent Auditors...................................................... 54
Performance Information................................................... 54
Retirement Plans.......................................................... 56
Individual Retirement Accounts (IRAs)..................................... 57
Roth IRAs................................................................. 57
SIMPLE IRAs............................................................... 57
Pension and Profit-Sharing Plans.......................................... 58
403(b) Retirement Plans................................................... 58
Simplified Employee Pension Plans (SEPPs)................................. 58
Financial Statements...................................................... 58
Tax-Exempt vs. Taxable Income............................................. 59
Appendix A................................................................ 60

<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 45.)

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 High Yield Series ("High Yield 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 25. 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
48.)

The shares of Corporate Bond, Limited Maturity Bond, U.S. Government, High
Yield 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 31.)

The Funds receive investment advisory, administrative, accounting, and
transfer agency services from Security Management Company, LLC (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
High Yield 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 39 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 High Yield 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 High Yield Funds to finance
various distribution-related activities. (See "Security Income Fund's Class A
Distribution Plan," page 33.)

Under Distribution Plans adopted with respect to the Class B shares of
Corporate Bond, Limited Maturity Bond, U.S. Government, High Yield 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
35.)

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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 the Funds' Class A and B
shares of Corporate Bond, U.S. Government, Limited Maturity Bond and Tax-Exempt
Funds for the fiscal year ended December 31, 1996, was: Corporate Bond - 292%;
U.S. Government - 75%; Limited Maturity Bond -105%; and Tax-Exempt - 54%. The
portfolio turnover rate for the Funds' Class A and B shares for the fiscal year
ended December 31, 1995 was: Corporate Bond - 200%; U.S. Government - 81%; and
Tax-Exempt - 103%. The annualized portfolio turnover rate for the Class A and B
shares of High Yield Fund for the period August 5, 1996 (date of inception) to
December 31, 1996 was 168%. The annualized portfolio turnover rate for the Class
A and B shares of Limited Maturity Bond Fund for the period January 17, 1995
(date of inception) to December 31, 1995 was 4%. 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 seven diversified Series
(Corporate Bond, Limited Maturity Bond, U.S. Government, High Yield, MFR
Emerging Markets Total Return, MFR Global Asset Allocation and MFR Global High
Yield (formerly 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 objectives of Corporate Bond, Limited Maturity
Bond, U.S. Government and High Yield Funds are each described below. There are
risks inherent in the ownership of any security and there can be no assurance
that such investment objectives will be achieved. Some of the risks are
described below.

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

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

CORPORATE BOND FUND

The investment objective of the Corporate Bond Fund is to conserve capital
while generating interest income. In pursuing its investment objective, the Fund
will invest in a broad range of debt securities, including (i) securities issued
by U.S. and Canadian corporations; (ii) securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars; (v)
higher yielding, high risk debt securities (commonly referred to as "junk
bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign bank
("Yankee CDs"); (vii) investment grade mortgage-backed securities ("MBSs"); and
(viii) zero coupon securities. Under normal circumstances, at least 65% of the
Fund's total assets will be invested in corporate debt securities which at the
time of issuance have a maturity greater than one year.

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

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speculative characteristics. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with such securities.

Corporate Bond Fund may invest up to 25% of its net assets in higher yielding
debt securities in the lower rating (higher risk) categories of the recognized
rating services (commonly referred to as "junk bonds"). Such securities include
securities rated Ba or lower by Moody's or BB or lower by S&P and are regarded
as predominantly speculative with respect to the ability of the issuer to meet
principal and interest payments. The Fund will not invest in junk bonds which
are rated in default at the time of purchase. See "Investment Methods and Risk
Factors" for a discussion of the risks associated with investing in such
securities.

The Fund may invest in Yankee CDs which are certificates of deposit issued by
a U.S. branch of a foreign bank denominated in U.S. dollars and held in the U.S.
Yankee CDs are subject to somewhat different risks than are the obligations of
domestic banks. The Fund also may invest in debt securities issued by foreign
governments, their agencies and instrumentalities and foreign corporations,
provided that such securities are denominated in U.S. dollars. The Fund's
investment in foreign securities, including Canadian securities, will not exceed
25% of the Fund's net assets. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with investing in foreign securities. The
Fund may also invest in zero coupon securities which are debt securities that
pay no cash income but are sold at substantial discounts from their face value.
Certain zero coupon securities also provide for the commencement of regular
interest payments at a deferred date.

The Fund may invest in investment grade mortgage-backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Fund may invest up to 10% of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
or "interest-only" (IO) or "principal-only" (PO) bonds, the market values of
which generally will be more volatile than the market values of most MBSs. The
Fund will hold less than 25% of its net assets in MBSs. For a discussion of MBSs
and the risks associated with such securities, see "Investment Methods and Risk
Factors."

Corporate Bond Fund may purchase securities on a "when issued" or "delayed
delivery" basis in excess of customary settlement periods for the types of
security involved. For a discussion of such securities, see "Investment Methods
and Risk Factors." It is anticipated that securities invested in by this Fund
will be held by the Fund on an average from one and a half to three years and
that the average weighted maturity of the Fund's portfolio will range from 5 to
15 years under normal circumstances.

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

LIMITED MATURITY BOND FUND

The investment objective of the Limited Maturity Bond Fund is to seek a high
level of income consistent with moderate price fluctuation by investing
primarily in short- and intermediate-term bonds. As used herein the term "short-
and intermediate-term bonds" is used to describe any debt security with a
maturity of 15 years or less. In pursuing its investment objective, the Fund
will invest in a broad range of debt securities, including (i) securities issued
by U.S. and Canadian corporations; (ii) securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by, the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies, and instrumentalities, and
foreign corporations, provided that such securities are denominated in U.S.
dollars; (v) higher yielding, high risk debt securities (commonly referred to as
"junk bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign
bank ("Yankee CDs"); (vii) mortgage-backed securities ("MBSs"); (viii)
investment grade asset-backed securities; and (ix) zero coupon securities. High
yield debt securities, Yankee CDs, MBSs and asset-backed securities are
described in further detail under "Investment Methods and Risk Factors." Under
normal circumstances, the Fund will invest at least 65% of the

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value of its total assets in short- and intermediate-term bonds. It is
anticipated that the Fund's dollar weighted average maturity will range from 2
to 10 years. It will never exceed 10 years.

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

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

The Fund may invest in Yankee CDs which are Certificates of Deposit issued by
a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
United States. Yankee CDs are subject to somewhat different risks than are the
obligations of domestic banks. The Fund may also invest up to 25% of its net
assets in debt securities issued by foreign governments, their agencies and
instrumentalities, and foreign corporations, provided that such securities are
denominated in U.S. dollars. The Fund's investment in foreign securities,
including Canadian securities will not exceed 25% of the Fund's net assets.
Investment in securities of foreign issuers presents certain risks, including
future political and economic developments and the possible imposition of
foreign governmental laws and restrictions, reduced availability of public
information concerning issuers, and the fact that foreign issuers are not
generally subject to uniform accounting, auditing and financial reporting
standards or to other regulatory practices and requirements comparable to those
applicable to domestic issuers.

The Fund may invest in U.S. Government securities. Some U.S. Government
securities, such as Treasury bills and bonds, are supported by the full faith
and credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; still others such as those of
the Student Loan Marketing Association, are supported only by the credit of the
instrumentality. U.S. Government securities include bills, certificates of
indebtedness, notes and bonds issued by the Treasury or by agencies or
instrumentalities of the U.S. Government. The Fund may also invest in zero
coupon securities which are debt securities that pay no cash income but are sold
at substantial discounts from their face value. Certain zero coupon securities
also provide for the commencement of regular interest payments at a deferred
date.

Limited Maturity Bond Fund may acquire certain securities that are restricted
as to disposition under the federal securities laws, provided that such
securities are eligible for resale to qualified institutional investors pursuant
to Rule 144A under the Securities Act of 1933, and subject to the Fund's policy
that not more than 15% of the Fund's total assets will be invested in illiquid
assets. See "Investment Methods and Risk Factors" for a discussion of Rule 144A
Securities.

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<PAGE>

"principal-only" (PO) bonds, the market values of which will generally be more
volatile than the market values of most MBSs. The Fund will hold less than 25%
of its net assets in MBSs, including CMOs and mortgage pass-through securities.

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 or liquid securities equal in value to
commitments for such when issued securities.

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

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

U.S. GOVERNMENT FUND

The investment objective of the U.S. Government Fund is to provide a high
level of interest income with security of principal by investing primarily in
U.S. Government securities. U.S. Government securities are obligations of, or
guaranteed (as to principal and interest) by, the U.S. Government, its agencies
(such as the Federal Housing Administration and Government National Mortgage
Association) or instrumentalities (such as Federal Home Loan Banks and Federal
Land Banks), and instruments fully collateralized with such obligations such as
repurchase agreements. U.S. Government securities include bills, Certificates of
Indebtedness, notes and bonds issued by the Treasury or by agencies or
instrumentalities of the U.S. Government. The Fund may, for defensive purposes,
temporarily invest part or all of its assets in money market instruments
including deposits and bankers acceptances in depository institutions insured by
the FDIC, and short-term U.S. Government and agency securities.

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

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

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

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<PAGE>

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 may also invest in zero coupon securities
which are debt securities that pay no cash income but are sold at substantial
discounts from their face value. Certain zero coupon securities also provide for
the commencement of regular interest payments at a deferred date.

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

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

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

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

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

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

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

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

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

HIGH YIELD FUND

The investment objective of High Yield Fund is to seek high current income.
Capital appreciation is a secondary objective. Under normal circumstances, the
Fund will seek its investment objective by investing primarily in a broad range
of income producing securities, including (i) higher yielding, higher risk, debt
securities (commonly referred to as "junk bonds"); (ii) preferred stock; (iii)
securities issued by foreign governments, their agencies and instrumentalities,
and foreign corporations, provided that such securities are denominated in U.S.
dollars; (iv) mortgage-backed securities ("MBSs"); (v) asset-backed securities;
(vi) securities issued or guaranteed

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<PAGE>

by the U.S. Government or any of its agencies or instrumentalities, including
Treasury bills, certificates of indebtedness, notes and bonds; (vii) securities
issued or guaranteed by, the Dominion of Canada or provinces thereof; and (viii)
zero coupon securities. The Fund may also invest up to 35% of its assets in
common stock (which may include ADRs), warrants and rights. Under normal
circumstances, at least 65% of the Fund's total assets will be invested in
high-yielding, high risk debt securities.

High Yield Fund may invest up to 100% of its assets in debt 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. For a description of debt ratings and a discussion of
the risks associated with investing in junk bonds, see "Investment Methods and
Risk Factors." Included in the debt securities which the Fund may purchase are
convertible bonds, or bonds with warrants attached. 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 the holder the right to
purchase an amount of securities at a particular time and price. See "Investment
Methods and Risk Factors" for a discussion of the risks associated with such
securities.

High Yield Fund may purchase securities which are obligations of, or
guaranteed by, the Dominion of Canada or provinces thereof and debt securities
issued by Canadian corporations. Canadian securities will not be purchased if
subject to the foreign interest equalization tax and unless payable in U.S.
dollars. The Fund may also invest in debt securities issued by foreign
governments (including Brady Bonds), their agencies and instrumentalities and
foreign corporations (including those in emerging markets), provided such
securities are denominated in U.S. dollars. The Fund's investment in foreign
securities, excluding Canadian securities, will not exceed 25% of the Fund's net
assets. See "Investment Method and Risk Factors" for a discussion of the risks
associated with investing in foreign securities and emerging markets.

High Yield Fund may invest in MBSs, including mortgage pass-through
securities and collateralized mortgage obligations (CMO's). The Fund may invest
in securities known as "inverse floating obligations," "residual interest
bonds," and "interest only" (IO) and "principal only" (PO) bonds, the market
values of which generally will be more volatile than the market values of most
MBSs. This is due to the fact that such instruments are more sensitive to
interest rate changes and to the rate of principal prepayments than are most
other MBSs. See the discussion of such instruments under "Investment Methods and
Risk Factors." The Fund will hold less than 25% of its net assets in MBSs. For a
discussion of MBSs and the risks associated with such securities, see
"Investment Methods and Risk Factors."

The Fund may also invest in "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."

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. High Yield
Fund may also invest in zero coupon securities which are debt securities that
pay no cash income but are sold at substantial discounts from their face value.
Certain zero coupon securities also provide for the commencement of regular
interest payments at a deferred date.

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

The Fund may purchase securities on "when issued" or "delayed delivery" basis
in excess of customary settlement periods for the type of security involved. The
Fund may also purchase or sell securities on a "forward commitment" basis and
may enter into "repurchase agreements," "reverse repurchase agreements" and
"roll transactions." The Fund may lend securities to broker-dealers, other
institutions or other persons to earn additional income. The value of loaned
securities may not exceed 33 1/3% of the Fund's total assets. In addition, the
Fund may purchase loans, loan participations and other types of direct
indebtedness.

High Yield Fund may enter into futures contracts (a type of derivative) (or
options thereon) to hedge all or a portion of its portfolio, as a hedge against
changes in prevailing levels of interest rates or as an efficient means of
adjusting its exposure to the bond market. The Fund will not use futures
contracts for leveraging purposes. The Fund will limit its use of futures
contracts so that initial margin deposits or premiums on such contracts used for

7
<PAGE>

non-hedging purposes will not equal more than 5% of the Fund's net asset value.
The Fund may purchase call and put options and write such options on a "covered"
basis. The Fund may also enter into interest rate and index swaps and purchase
or sell related caps, floors and collars. The aggregate market value of the
Fund's portfolio securities covering call or put options will not exceed 25% of
the Fund's net assets. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with these types of investments.

As an operating policy, the Fund will not purchase securities on margin. The
Fund may, however, obtain such short-term credits as are necessary for the
clearance of purchases and sales of securities. In addition, the Fund may enter
into certain derivative transactions, consistent with its investment program,
which require the deposit of "margin" or a premium to initiate such a
transaction. As an operating policy, the Fund will not loan its assets to any
person or individual, except by the purchase of bonds or other debt obligations
customarily sold to institutional investors. The Fund may, however, lend
portfolio securities as described in the prospectus and this statement of
additional information. In addition, the Fund does not interpret this
restriction as prohibiting investment in loan participations and assignments as
described in the prospectus. As an operating policy, the Fund will not engage in
short sales.

The Fund's investment in warrants, valued at the lower of cost or market,
will not exceed 5% of the Fund's net assets. Included within this amount, but
not to exceed 2% of the Fund's net assets, may be warrants which are not listed
on the New York or American Stock Exchange. Warrants acquired by the Fund in
units or attached to securities may be deemed to be without value.

From time to time, High Yield Fund may invest part or all of its assets in
U.S. Government securities, commercial notes or money market instruments. It is
anticipated that the dollar weighted average maturity of the Fund will range
from 5 to 15 years under normal circumstances.

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. On February 6, 1998, the Board of Directors of the Fund
approved a change in the Fund's name to Security Municipal Bond Fund. The name
change, if approved by shareholders at the special meeting of shareholders on
April 24, 1998, would allow the Fund to increase the percentage of its assets
invested in securities that are subject to the alternative minimum tax above the
current limit of 20 percent of total assets. If this change is approved by
shareholders, Tax-Exempt Fund may not be an appropriate investment for
shareholders who are subject to alternative minimum tax.

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 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

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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. The Fund may also invest in zero coupon securities which are debt
securities that pay no cash income but are sold at substantial discounts from
their face value. Certain zero coupon securities also provide for the
commencement of regular interest payments at a deferred date.

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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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 25.) 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 or liquid 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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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; (2) if issued by an

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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; 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. See the discussion of
Rule 144A Securities under "Investment Methods and Risk Factors."

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

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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 48.)

INVESTMENT METHODS AND RISK FACTORS

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

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

REPURCHASE AGREEMENTS, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS.
Each of the Funds may enter into repurchase agreements. Repurchase agreements
are transactions in which the purchaser buys a debt security from a bank or
recognized securities dealer and simultaneously commits to resell that security
to the bank or dealer at an agreed upon price, date and market rate of interest
unrelated to the coupon rate or maturity of the purchased security. Repurchase
agreements are considered to be loans which must be fully collateralized
including interest earned thereon during the entire term of the agreement. If
the institution defaults on the repurchase agreement, the Fund will retain
possession of the underlying securities. If bankruptcy proceedings are commenced
with respect to the seller, realization on the collateral by the Fund may be
delayed or limited and the Fund may incur additional costs. In such case, the
Fund will be subject to risks associated with changes in market value of the
collateral securities. The Fund intends to enter into repurchase agreements only
with banks and broker/dealers believed to present minimal credit risks.
Accordingly, the Funds will enter into repurchase agreements only with (a)
brokers having total capitalization of at least $40 million and a ratio of
aggregate indebtedness to net capital of no more than 4 to 1, or, alternatively,
net capital equal to 6% of aggregate debit balances, or (b) banks having at
least $1 billion in assets and a net worth of at least $100 million as of its
most recent annual report. In addition, the aggregate repurchase price of all
repurchase agreements held by the Fund with any broker shall not exceed 15% of
the total assets of the Fund or $5 million, whichever is greater.

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<PAGE>

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.

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 High Yield Fund may borrow
through reverse repurchase agreements and "roll" transactions, in connection
with meeting requests for the redemption of Fund shares. High Yield Fund may
borrow up to 33 1/3%, Limited Maturity Bond, Tax-Exempt and Cash Funds may each
borrow up to 10% and Corporate Bond and U.S. Government 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.

LENDING OF PORTFOLIO SECURITIES. For the purpose of generating income,
certain of the Funds may make secured loans of Fund securities amounting to not
more than 33 1/3% of its total assets. Securities loans are made to
broker/dealers, institutional investors, or other persons pursuant to agreements
requiring that the loans be continuously secured by collateral at least equal at
all times to the value of the securities lent marked to market on a daily basis.
The collateral received will consist of cash, U.S. Government securities,
letters of credit or such other collateral as may be permitted under its
investment program. While the securities are being lent, the Fund will continue
to receive the equivalent of the interest or dividends paid by the issuer on the
securities, as well as interest on the investment of the collateral or a fee
from the borrower. The Fund has a right to call each loan and obtain the
securities on five business days' notice or, in connection with securities
trading on foreign markets, within such longer period of time which coincides
with the normal settlement period for purchases and sales of such securities in
such foreign markets. The Fund will not have the right to vote securities while
they are being lent, but it will call a loan in anticipation of any important
vote. The risks in lending portfolio securities, as with other extensions of
secured credit, consist of possible delay in receiving additional collateral or
in the recovery of the securities or possible loss of rights in the collateral
should the borrower fail financially. Loans will only be made to persons deemed
by the Investment Manager to be of good standing and will not be made unless, in
the judgment of the Investment Manager, the consideration to be earned from such
loans would justify the risk.

RESTRICTED SECURITIES (RULE 144A SECURITIES). Certain of the Funds may invest
in restricted securities which are securities that are restricted as to
disposition under the federal securities laws, provided that such securities are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933. Rule 144A permits the resale to "qualified
institutional buyers" of "restricted securities" that, when issued, were not of
the same class as securities listed on a U.S. securities exchange or quoted in
the National Association of Securities Dealers Automated Quotation System (the
"Rule 144A Securities"). A "qualified institutional buyer" is defined by Rule
144A generally as an institution, acting for its own account or for the accounts
of other qualified institutional buyers, that in the aggregate owns and invests
on a discretionary basis at least $100 million in securities of issuers not
affiliated with the institution. A dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), acting for its own account or the
accounts of other qualified institutional buyers, that in the aggregate owns and
invests on a discretionary basis at least $10 million in securities of issuers
not affiliated

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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.

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

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

RISKS ASSOCIATED WITH LOWER-RATED DEBT SECURITIES (JUNK BONDS). Certain of
the Funds may invest in higher yielding debt securities in the lower rating
(higher risk) categories of the recognized rating services (commonly referred to
as "junk bonds"). Debt rated BB, B, CCC, CC and C by S&P and rated Ba, B, Caa,
Ca and C by Moody's, is regarded, on balance, as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. For S&P, BB indicates the lowest
degree of speculation and C the highest degree of speculation. For Moody's, Ba
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Similarly, debt rated Ba or BB and below is
regarded by the relevant rating agency as speculative. Debt rated C by Moody's
or S&P is the lowest quality debt that is not in default as to principal or
interest and such issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing. Such securities are
also generally considered to be subject to greater risk than higher quality
securities with regard to a deterioration of general economic conditions.
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.

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<PAGE>

holders of lower quality securities because such securities are generally
unsecured and are often subordinated to other creditors of the issuer.

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

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

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

17
<PAGE>

more volatile than the market values of most MBSs. An inverse floating
obligation is a derivative adjustable rate security with interest rates that
adjust or vary inversely to changes in market interest rates. The term "residual
interest" bond is used generally to describe those instruments in collateral
pools, such as CMOs, which receive any excess cash flow generated by the pool
once all other bondholders and expenses have been paid. IOs and POs are created
by separating the interest and principal payments generated by a pool of
mortgage-backed bonds to create two classes of securities. Generally, one class
receives interest only payments (IOs) and the other class principal only
payments (POs). MBSs have been referred to as "derivatives" because the
performance of MBSs is dependent upon and derived from underlying securities.

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

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

ASSET-BACKED SECURITIES. Certain of the Funds may also invest in
"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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<PAGE>

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 liquid
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.

DERIVATIVE INSTRUMENTS: OPTIONS AND FUTURES STRATEGIES

WRITING COVERED CALL OPTIONS. Certain of the Funds may write (sell) covered
call options. Covered call options generally will be written on securities and
currencies which, in the opinion of the Investment Manager 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.

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 Investment Manager believes that writing
covered call options is less risky than writing uncovered or "naked" options,
which the Funds will not do.

Portfolio securities on which call options may be written will be purchased
solely on the basis of investment considerations consistent with that Fund's
investment objectives. When writing a covered call option, the Fund in return
for the premium gives up the opportunity for profit from a price increase in the
underlying security above the exercise price, and retains the risk of loss
should the price of the security decline. Unlike one who owns securities not
subject to an option, a Fund has no control over when it may be required to sell
the underlying securities, since the option may be exercised at any time prior
to the option's expiration. If a call option which a 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 during
the option period. If the call option is exercised, a Fund will realize a gain
or loss from the sale of the underlying security.

The premium which a 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, the relationship of the exercise price to such
market price, the historical price volatility of the underlying security, and
the length of the option period. In determining whether a particular call option
should be written on a particular security, the Investment Manager 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 a 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 the 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 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 from being called, or
to permit the sale of the underlying security. Furthermore, effecting a closing
transaction will permit a Fund to write another call option on the underlying
security with either a different exercise price, expiration date or both. If the
Fund desires to sell a particular security from its portfolio on which it

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<PAGE>

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.
There is no assurance that the Fund will be able to effect such closing
transactions at favorable prices. If the Fund cannot enter into such a
transaction, it may be required to hold a security that it might otherwise have
sold, in which case it would continue to be at market risk with respect to the
security.

The 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 the 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
at the time the options are written. From time to time, the Fund may purchase an
underlying security for delivery in accordance with the exercise of an option,
rather than delivering such security from its portfolio. In such cases,
additional costs will be incurred.

The 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, 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 owned by the Fund.

WRITING COVERED PUT OPTIONS. Certain of the Funds 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 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.

The Fund would write put options only on a covered basis, which means that
the Fund would either (i) set aside cash or liquid 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 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. The Fund generally would
write covered put options in circumstances where the Investment Manager wishes
to purchase the underlying security for the Fund's portfolio at a price lower
than the current market price of the security. In such event, the 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 the Fund
also would receive interest on debt securities 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 would decline below the
exercise price less the premiums received.

PURCHASING PUT OPTIONS. Certain of the Funds may purchase put options. As the
holder of a put option, the Fund would have the right to sell the underlying
security at the exercise price at any time during the option period. The Fund
may enter into closing sale transactions with respect to such options, exercise
them or permit them to expire.

The Fund may purchase a put option on an underlying security ("protective
put") owned by the Fund as a hedging technique in order to protect against an
anticipated decline in the value of the security. Such hedge protection is
provided only during the life of the put option when the Fund, as the holder of
the put option, is able to sell the underlying security at the put exercise
price regardless of any decline in the underlying security's market price. For
example, a put option may be purchased in order to protect unrealized
appreciation of a security when the Investment Manager deems it desirable to
continue to hold the security 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 eventually is sold.

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

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<PAGE>

market price of the underlying security 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 the Fund when purchasing a put option will be recorded as
an asset in the Fund's 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 the 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 upon the exercise of the option.

PURCHASING CALL OPTIONS. Certain Funds may purchase call options. As the
holder of a call option, the Fund would have the right to purchase the
underlying security at the exercise price at any time during the option period.
The 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 the
Fund for the purpose of acquiring the underlying security for its portfolio.
Utilized in this fashion, the purchase of call options would enable the Fund to
acquire the security at the exercise price of the call option plus the premium
paid. At times, the net cost of acquiring the security in this manner may be
less than the cost of acquiring the security directly. This technique also may
be useful to a 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 itself, the Fund is partially
protected from any unexpected decline in the market price of the underlying
security 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.

The Fund also may purchase call options on underlying securities 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 the Fund's current return. For example, the Fund has
written a call option on an underlying security having a current market value
below the price at which such security 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 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 the
Fund's total assets at the time of purchase.

INTEREST RATE FUTURES CONTRACTS. Certain Funds may enter into interest rate
futures contracts ("Futures" or "Futures Contracts") as a hedge against changes
in prevailing levels of interest rates. A Fund's hedging may include sales of
Futures as an offset against the effect of expected increases in interest rates,
and purchases of Futures as an offset against the effect of expected declines in
interest rates.

The Funds will not enter into Futures Contracts for speculation and will only
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 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 a Fund's exposure to interest rate fluctuations, the Fund may
be able to hedge exposure more effectively and at a lower cost through using
Futures Contracts.

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

A Futures Contract provides for the future sale by one party and purchase by
another party of a specified amount of a specific financial instrument (debt
security) 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, 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 and the same
delivery date. If the offsetting purchase price is less

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<PAGE>

than the original sale price, the 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, the 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 the Fund will be able to
enter into an offsetting transaction with respect to a particular Futures
Contract at a particular time. If the 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.

Persons who trade in Futures Contracts may be broadly classified as "hedgers"
and "speculators." Hedgers, such as the Funds, 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. 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.

The 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 that the Fund owns, or Futures Contracts will be
purchased to protect the Fund against an increase in the price of securities 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 the Fund, in a segregated account with the Fund's custodian, in
order to initiate Futures trading and to maintain the Fund's open positions in
Futures Contracts. A margin deposit made when the Futures Contract is entered
into ("initial margin") is intended to assure the 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 the Fund. In computing daily
net asset values, the Fund will mark to market the current value of its open
Futures Contracts. The 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 in the 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,
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, the 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.

22
<PAGE>

Furthermore, in the case of a Futures Contract purchase, in order to be
certain that the 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 and liquid securities equal in value to the current value of
the underlying instrument less margin deposit.

In the case of a Futures contract sale, the 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 the Fund's assets to cover could impede
portfolio management or the Fund's ability to meet redemption requests or other
current obligations.

Most U.S. Futures exchanges limit the amount of fluctuation permitted in
Futures Contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a Futures Contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of Futures Contract,
no trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures Contract prices occasionally have moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of Futures positions and subjecting some
Futures traders to substantial losses.

OPTIONS ON FUTURES CONTRACTS. Options on Futures Contracts are similar to
options on securities 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 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, the Fund may
purchase call and put options on the underlying securities 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 the 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.

INTEREST RATE AND CURRENCY SWAPS. The High Yield Fund may enter into interest
rate and index swaps and the purchase or sale of related caps, floors and
collars. The 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 Fund and the Investment Manager, 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. The Fund will not enter into any swap, cap, floor, collar or other
derivative transaction unless, at the time of entering into the transaction, the
unsecured long-term debt rating of the counterparty combined with any credit
enhancements is rated at least A by Moody's or S&P or has an equivalent rating
from a nationally recognized statistical rating organization or is determined to
be of equivalent credit quality by the Investment Manager. If a counterparty
defaults, the 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

23
<PAGE>

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.

EMERGING COUNTRIES. Certain of the Funds 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.

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

POLITICAL AND ECONOMIC RISKS. Investing in securities of non-U.S. companies
may entail additional risks due to the potential political and economic
instability of certain countries and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign
investment and on repatriation of capital invested. In the event of such
expropriation, nationalization or other confiscation by any country, a Fund
could lose its entire investment in any such country.

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

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

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

NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL REGULATION.
Foreign companies are subject to accounting, auditing and financial standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. companies. In particular, the assets, liabilities and profits appearing
on the financial statements of such a company may not reflect its financial
position or results of operations in the way they would be reflected had such
financial statements been prepared in accordance with U.S. generally accepted
accounting principles. Most of the foreign securities held by a Fund will not be
registered with the SEC or regulators of any foreign country, nor will the
issuers thereof be subject to the SEC's reporting requirements. Thus, there will
be less available information concerning foreign issuers of securities held by
the Fund than is available concerning

24
<PAGE>

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
Investment Manager and relevant Sub-Adviser will take appropriate steps to
evaluate the proposed investment, which may include on-site inspection of the
issuer, interviews with its management and consultations with accountants,
bankers and other specialists. There is substantially less publicly available
information about foreign companies than there are reports and ratings published
about U.S. companies and the U.S. Government. In addition, where public
information is available, it may be less reliable than such information
regarding U.S. issuers.

ADVERSE MARKET CHARACTERISTICS. Securities of many foreign issuers may be
less liquid and their prices more volatile than securities of comparable U.S.
issuers. In addition, foreign securities exchanges and brokers generally are
subject to less governmental supervision and regulation than in the U.S., and
foreign securities exchange transactions usually are subject to fixed
commissions, which generally are higher than negotiated commissions on U.S.
transactions. In addition, foreign securities exchange transactions may be
subject to difficulties associated with the settlement of such transactions.
Delays in settlement could result in temporary periods when assets of the Fund
are uninvested and no return is earned thereon. The inability of the Fund to
make intended security purchases due to settlement problems could cause it to
miss attractive opportunities. Inability to dispose of a portfolio security due
to settlement problems either could result in losses to the Fund due to
subsequent declines in value of the portfolio security or, if the Fund has
entered into a contract to sell the security, could result in possible liability
to the purchaser. The Investment Manager will consider such difficulties when
determining the allocation of the Fund's assets.

NON-U.S. WITHHOLDING TAXES. A Fund's investment income and gains from foreign
issuers may be subject to non-U.S. withholding and other taxes, thereby reducing
the Fund's investment income and gains.

COSTS. Investors should understand that the expense ratio of the Funds that
invest in foreign securities can be expected to be higher than investment
companies investing in domestic securities since the cost of maintaining the
custody of foreign securities and the rate of advisory fees paid by the Funds
are higher.

EASTERN EUROPE. Changes occurring in Eastern Europe and Russia today could
have long-term potential consequences. As restrictions fail, this could result
in rising standards of living, lower manufacturing costs, growing consumer
spending, and substantial economic growth. However, investment in the countries
of Eastern Europe and Russia is highly speculative at this time. Political and
economic reforms are too recent to establish a definite trend away from
centrally-planned economies and state owned industries. In many of the countries
of Eastern Europe and Russia, there is no stock exchange or formal market for
securities. Such countries may also have government exchange controls,
currencies with no recognizable market value relative to the established
currencies of western market economies, little or no experience in trading in
securities, no financial reporting standards, a lack of a banking and securities
infrastructure to handle such trading, and a legal tradition which does not
recognize rights in private property. In addition, these countries may have
national policies which restrict investments in companies deemed sensitive to
the country's national interest. Further, the governments in such countries may
require governmental or quasi-governmental authorities to act as custodian of
the Fund's assets invested in such countries and these authorities may not
qualify as a foreign custodian under the Investment Company Act of 1940 and
exemptive relief from such Act may be required. All of these considerations are
among the factors which could cause significant risks and uncertainties to
investment in Eastern Europe and Russia.

AMERICAN DEPOSITARY RECEIPTS (ADRS). The High Yield Fund may invest in ADRs.
ADRs are dollar-denominated receipts issued generally by U.S. banks and which
represent the deposit with the bank of a foreign company's securities. ADRs are
publicly traded on exchanges or over-the-counter in the United States. Investors
should consider carefully the substantial risks involved in investing in
securities issued by companies of foreign nations, which are in addition to the
usual risks inherent in domestic investments. See "Foreign Investment
Restrictions," above.

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.

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<PAGE>

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 High
Yield 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
the High Yield 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 High Yield Fund, this
limitation applies only with respect to 75% of the value of its total
assets.

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

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

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

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

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

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

10. Not to make loans to other persons other than for the purchase of publicly
distributed debt securities and U.S. Government obligations or by entry
into repurchase agreements; provided, however, that this investment
limitation does not apply to the High Yield Fund.

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 High Yield 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 High Yield 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, High Yield
Fund may borrow in amounts not exceeding 33 1/3% 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 and the High Yield Fund may
purchase securities of any investment company if in compliance with the
Investment Company Act of 1940.

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 and the High Yield Fund may issue senior securities if in compliance
with the Investment Company Act of 1940.

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

26
<PAGE>

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 High Yield Fund may not invest
more than 15% of its total assets in illiquid securities.

With respect to Fundamental Policy (1), the High Yield Fund has entered into
undertakings with the Arizona 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, such Department permits a larger
percentage of assets to be invested in unseasoned issuers. With respect to
Fundamental Policy (16), the High Yield Fund has agreed with the Arkansas
Securities Department to limit its investment in securities which it is
restricted from selling to the public without registration under the Securities
Act of 1933 to 10% of Fund assets. The Fund may invest up to 15% of Fund assets
in such securities if the Arkansas Department changes its position on this
matter in the future or if the Fund's investment policies, at some time in the
future, are no longer subject to the jurisdiction of such Department.

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

27
<PAGE>

"illiquid securities") if, as a result, more than 10% of the Fund's net
assets would be invested in illiquid securities.

On February 6, 1998, the Board of Directors of Tax-Exempt Fund approved a
change in the Fund's fundamental policy. The amended policy, if approved by
shareholders at the special meeting of shareholders on April 24, 1998, would
provide that with respect to 75 percent of fund's total assets, it will invest
no more than 5 percent of total assets in any one issuer other than the U.S.
Government, its agencies or instrumentalities.

For purposes of restrictions (8) and (10) above, each governmental
subdivision, i.e., state, territory, possession of the United States or any
political subdivision of any of the foregoing, including agencies, authorities,
instrumentalities, or similar entities, or of the District of Columbia shall be
considered a separate issuer if its assets and revenues are separate from those
of the governmental body creating it and the security is backed only by its own
assets and revenues. Further, in the case of an industrial development bond, if
the security is backed only by the assets and revenues of a non-governmental
user, then such non-governmental user will be deemed to be the sole issuer. If
an industrial development bond or government issued security is guaranteed by a
governmental or other entity, such guarantee would be considered a separate
security issued by the guarantor.

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

CASH FUND'S FUNDAMENTAL POLICIES

Cash Fund's fundamental investment policies are:

1. Not to purchase any securities other than those referred to under "Security
Cash Fund," page 12;

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 12;

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;

28
<PAGE>

12. Not to make short sales of securities;

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

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

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

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

17. Not to write, purchase or sell puts, calls, or combinations thereof; 18.
Not to purchase or sell commodities or commodity futures contracts; 19. Not
to issue senior securities as defined in the Investment Company Act of
1940.

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

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

OFFICERS AND DIRECTORS

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND POSITIONS HELD WITH THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
JOHN D. CLELAND,* President and Director Senior Vice President and Managing Member Representative, Security Management
Company, LLC; Senior Vice President, Security Benefit Group, Inc. and Security
Benefit Life Insurance Company.

DONALD A. CHUBB, JR.,** Director Business broker, Griffith & Blair Realtors. Prior to 1997, President, Neon Tube
2222 SW 29th Street Light Company, Inc.
Topeka, Kansas 66611

DONALD L. HARDESTY, Director Chairman and Chief Executive Officer, Central Research and Consulting.
900 NationsBank Tower
Topeka, Kansas 66603

PENNY A. LUMPKIN,** Director Vice President, Palmer Companies (Wholesalers, Retailers and Developers) and
3616 Canterbury Town Road Bellairre Shopping Center (Leasing and Shopping Center Management);
Topeka, Kansas 66610 Secretary-Treasurer, Palmer News, Inc. (Wholesale Distributors).

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

MAYNARD F. OLIVERIUS, Director President and Chief Executive Officer, Stormont-Vail HealthCare.
1500 SW 10th Avenue
Topeka, KS 66604

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE>

MARIA FIORINI RAMIREZ,* Director President and Chief Executive Officer, Maria Fiorini Ramirez, Inc.
One Liberty Plaza, 46th Floor
New York, New York 10006

JAMES R. SCHMANK,* Vice President and Director President and Managing Member Representative, Security Management Company, LLC;
Vice President, Security Benefit Group, Inc. and Security Benefit Life Insurance
Company.

MARK E. YOUNG, Vice President Vice President, Security Management Company, LLC; Assistant Vice President,
Security Benefit Group, Inc. and Security Benefit Life Insurance Company.

JANE A. TEDDER, Vice President Vice President and Senior Economist, Security Management Company, LLC; Vice
President, Security Benefit Group, Inc. and Security Benefit Life Insurance
Company.

AMY J. LEE, Secretary Secretary, Security Management Company, LLC; Vice President, Associate General
Counsel and Assistant Secretary, Security Benefit Group, Inc. and Security
Benefit Life Insurance Company.

BRENDA M. HARWOOD, Treasurer Assistant Vice President and Treasurer, Security Management Company, LLC;
Assistant Vice President, Security Benefit Group, Inc. and Security Benefit Life
Insurance Company.

STEVEN M. BOWSER, Vice President Assistant Vice President and Portfolio Manager, Security Management Company,
(Income Fund) LLC; Assistant Vice President, Security Benefit Group, Inc. and Security Benefit
Life Insurance Company. Prior to October 1992, Assistant Vice President and
Portfolio Manager, Federal Home Loan Bank.

THOMAS A. SWANK, Vice President Vice President and Portfolio Manager, Security Management Company, LLC; Vice
(Income Fund) President and Chief Investment Officer, Security Benefit Group, Inc. and
Security Benefit Life Insurance Company.

BARBARA J. DAVISON, Vice President Compliance Officer, Assistant Vice President and Portfolio Manager, Security
(Cash Fund) Management Company, LLC; Assistant Vice President, Security Benefit Group, Inc.
and Security Benefit Life Insurance Company. Prior to 1996, Assistant Vice
President-Operations, Security Benefit Life Insurance Company.

DAVID ESHNAUR, Vice President Assistant Vice President and Portfolio Manager, Security Management Company,
LLC. Prior to July 1997, Assistant Vice President and Assistant Portfolio
Manager, Waddell & Reed.

CHRISTOPHER D. SWICKARD, Assistant Secretary Assistant Secretary, Security Management Company, LLC; Assistant Vice President
and Assistant Counsel, Security Benefit Group, Inc. and Security Benefit Life
Insurance Company. Prior to June 1992, student at Washburn University School of
Law.

- ------------------------------------------------------------------------------------------------------------------------------------
*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, LLC of the accounting functions for the Funds.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The officers of the Funds hold identical offices with each of the other Funds
managed by the Investment Manager, except Ms. Tedder who is also Vice President
of SBL Fund and Security Equity Fund; Mr. Schier who is also Assistant Vice
President of SBL Fund and Security Equity Fund; and Mr. Eshnaur, who is also
Assistant Vice President of SBL Fund. The directors of the Funds also serve as
directors of each of the other Funds managed by

30
<PAGE>

the Investment Manager. See the table under "Investment Management," page 39,
for positions held by such persons with the Investment Manager. Mr. Young and
Ms. Lee hold identical offices for the Distributor (Security Distributors,
Inc.). Messrs. Cleland and Schmank are also directors and Vice Presidents of the
Distributor and Ms. Harwood is Treasurer 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 $133
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, 1996, and the aggregate compensation paid to each of the directors during
calendar year 1996 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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
PENSION OR RETIREMENT
BENEFITS ACCRUED AS
AGGREGATE COMPENSATION PART OF FUND EXPENSES ESTIMATED
---------------------------- -------------------------- ANNUAL TOTAL COMPENSATION
TAX- TAX- BENEFITS FROM THE SECURITY
NAME OF DIRECTOR INCOME EXEMPT CASH INCOME EXEMPT CASH UPON SECURITY FUND COMPLEX,
OF THE FUND FUND FUND FUND FUND FUND FUND RETIREMENT INCLUDING THE FUNDS
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Willis A. Anton, Jr. $1,542 $1,542 $1,542 $0 $0 $0 $0 $18,500
Donald A. Chubb, Jr. 1,571 1,549 1,557 0 0 0 0 18,900
John D. Cleland 0 0 0 0 0 0 0 0
Donald L. Hardesty 1,542 1,542 1,542 0 0 0 0 18,500
Penny A. Lumpkin 1,571 1,549 1,557 0 0 0 0 18,900
Mark L. Morris, Jr. 1,571 1,549 1,557 0 0 0 0 18,900
Jeffrey B. Pantages 0 0 0 0 0 0 0 0
Harold G. Worswick* 0 0 0 0 0 0 0 6,450
Hugh L. Thompson 1,181 1,881 1,181 0 0 0 0 14,175
- ------------------------------------------------------------------------------------------------------------------------------
*Each of the Security Income, Tax-Exempt and Cash Funds have accrued deferred compensation in the amount of $537 for
Mr. Worswick as of December 31, 1996.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

On March 31, 1997, the Funds' officers and directors (as a group)
beneficially owned 48,996; 231; 537; 849 and 27,766 of Class A shares of
Corporate Bond, Limited Maturity Bond, U.S. Government, High Yield and
Tax-Exempt Funds, respectively, which represented approximately .556%, .048%,
.322%, .411% and 1.248% of the total outstanding Class A shares on that date.
Cash Fund's officers and directors (as a group) beneficially owned 528,589
shares which represented approximately 1.057% of the total outstanding shares on
March 31, 1997.

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, HIGH YIELD AND
TAX-EXEMPT FUNDS

Security Distributors, Inc. (the "Distributor"), 700 SW Harrison, Topeka,
Kansas, a wholly-owned subsidiary of Security Benefit Group, Inc., is principal
underwriter for Corporate Bond, Limited Maturity Bond, U.S. Government, High
Yield 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

31
<PAGE>

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 38.) 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, High Yield 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 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.

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,
High Yield and Tax-Exempt Funds are offered at net asset value plus an initial
sales charge as follows:

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

Purchases of Class A shares of these Funds in amounts of $1,000,000 or more
are at net asset value (without a sales charge), but are subject to a contingent
deferred sales charge of 1% in the event of redemption within one year following
purchase. For a discussion of the contingent deferred sales charge, see
"Calculation and Waiver of Contingent Deferred Sales Charges" page 35. 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.

32
<PAGE>

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 High Yield Funds has a Distribution Plan for its Class
A shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. The
Plan authorizes these Funds to pay an annual fee to the Distributor of .25% of
the average daily net asset value of the Class A shares of each Fund to finance
various activities relating to the distribution of such shares of the Funds to
investors. These expenses include, but are not limited to, the payment of
compensation (including compensation to securities dealers and other financial
institutions and organizations) to obtain various administrative services for
each Fund. These services include, among other 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 7, 1997, as to each of Corporate Bond and
U.S. Government Funds. The Plan was adopted with respect to Limited Maturity
Bond on October 21, 1994 and was renewed by the directors of Income Fund on
February 7, 1997. The Plan was adopted with respect to the High Yield Fund on
May 3, 1996, and renewed by the directors of Income Fund on February 7, 1997.
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,
Schmank and Swickard, Ms. Tedder, Ms. Lee and Ms. Harwood (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 High Yield 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 High Yield 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, Limited
Maturity Bond, U.S. Government and High Yield Funds to the Distributor under the
Plan for the year ended December 31, 1996, totaled $248,326. In addition,
$96,790 was carried forward from the previous plan year. Approximately $177,429
of this amount was paid as a service fee to broker/dealers and $171,996 was
spent on promotions, resulting in a deficit of $4,309 going into the 1997 plan
year. 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

33
<PAGE>

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.

PROPOSED CLASS A DISTRIBUTION PLAN FOR SECURITY TAX-EXEMPT FUND

The Board of Directors of Security Tax-Exempt Fund approved a Class A
Distribution Plan for Tax-Exempt Fund. Under the proposed Class A Distribution
Plan, Tax-Exempt Fund would be authorized to use its assets to finance certain
activities relating to the distribution of its shares to investors. The Plan
would permit payments to be made by Tax-Exempt Fund to the Distributor to
finance various activities relating to the distribution of its Class A shares to
investors. The Distributor currently uses its own funds to engage in such
activities, and the distribution fees would supplement these expenditures and in
some instances may replace such expenditures. The following distribution-related
activities are permitted under the Plan: 1) preparation, printing and
distribution of the Prospectus and Statement of Additional Information in
connection with the offering of shares to the public; (2) printing of additional
copies of reports and other shareholder communications for use by the
Distributor as sales literature; (3) preparation, printing and distribution of
any other sales literature used in connection with the offering of Fund shares
to the public; (4) expenses incurred in advertising, promoting and selling
shares of the Fund to the public; (5) service fees to securities dealers for
answering shareholder inquiries, recordkeeping and similar services; and (6)
expenses incurred in promoting shares of the Fund to securities dealers,
including the costs of preparation of materials for presentations to dealers,
travel expenses, costs of entertainment and other similar expenses.

CLASS B SHARES

Class B shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
High Yield 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.

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

34
<PAGE>

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, High Yield
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 7, 1997. The Plan was adopted with respect to Limited Maturity Bond
Fund on October 21, 1994 and was renewed on February 7, 1997. The Plan was
adopted with respect to the High Yield Fund on May 3, 1996, and renewed by the
directors of Income Fund on February 7, 1997. The Plan provides for payments at
an annual rate of 1.00% of the average daily net asset value of Class B shares.
Amounts paid by the Funds are currently used to pay dealers and other firms that
make Class B shares available to their customers (1) a commission at the time of
purchase normally equal to 4.00% of the value of each share sold and (2) a
service fee payable for the first year, initially, and for each year thereafter,
quarterly, in an amount equal to .25% annually of the average daily net asset
value of Class B shares sold by such dealers and other firms and remaining
outstanding on the books of the Funds.

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

Each Fund's Class B Distribution Plan may be terminated at any time by vote
of its directors who are not interested persons of the Fund as defined in the
1940 Act or by vote of a majority of the outstanding Class B 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,
Limited Maturity Bond, U.S. Government, High Yield and Tax-Exempt Funds to the
Distributor under the Plan for the year ended December 31, 1996, totaled
$91,597. The Funds make no payments in connection with the sales of their Class
B shares other than the distribution fee paid to the Distributor.

CALCULATION AND WAIVER OF CONTINGENT DEFERRED SALES CHARGES

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

35
<PAGE>

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 38 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 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. Bonus compensation may include reallowance of the entire sales charge
and may also include, with respect to Class A shares, an amount which exceeds
the entire sales charge and, with respect to Class B shares, an amount which
exceeds the maximum commission. The Distributor, or the Investment Manager, may
also provide financial assistance to certain dealers in connection with
conferences, sales or training programs for their employees, seminars for the
public, advertising, sales campaigns, and/or shareholder services and programs
regarding one or more of the funds managed by the Investment Manager. Certain of
the promotional incentives or bonuses may be financed by payments to the
Distributor under a Rule 12b-1 Distribution Plan. The payment of promotional
incentives and/or bonuses will not change the price an investor will pay for
shares or the amount that the Funds will receive from such sale. 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.

The Investment Manager or Distributor also may pay a marketing allowance to
dealers who meet certain eligibility criteria. This allowance is paid with
reference to new sales of Fund shares (except shares of Cash Fund) in a calendar
year and may be discontinued at any time. To be eligible for this allowance in
any given year, the dealer must sell a minimum of $2,000,000 of Class A and
Class B shares during that year. The applicable marketing allowance factors are
set forth below.

36
<PAGE>

- --------------------------------------------------------------------------------
APPLICABLE MARKETING
AGGREGATE NEW SALES ALLOWANCE FACTOR*
- --------------------------------------------------------------------------------
Less than $2 million................................... .00%
$2 million but less than $5 million.................... .15%
$5 million but less than $10 million................... .25%
$10 million but less than $15 million.................. .35%
$15 million but less than $20 million.................. .50%
$20 million or more.................................... .75%
- --------------------------------------------------------------------------------
*The maximum marketing allowance factor applicable per this schedule will be
applied to all new sales in the calendar year to determine the marketing
allowance payable for such year.
- --------------------------------------------------------------------------------

For the calendar year ended December 31, 1996, the following dealers received
a marketing allowance:

- --------------------------------------------------------------------------------
DEALER AMOUNT
- --------------------------------------------------------------------------------
Legend Equities Corp................................................. $ 45,205
Investment Advisors & Consultants, Inc............................... 15,177
Financial Network Investment Corp.................................... 13,538
VSR Financial Services, Inc.......................................... 6,281
Berthel Fisher & Company Financial Services, Inc..................... 6,038
Hepfner Securities Corp.............................................. 5,827
OFG Financial Services, Inc.......................................... 4,086
Lincoln Investment Planning, Inc..................................... 3,827
George K. Baum & Co., Inc............................................ 3,799
-------
$103,779
- --------------------------------------------------------------------------------

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 66601-2548

(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) For an initial investment, you must also send a completed investment
application to the Fund.

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

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

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<PAGE>

PURCHASES AT NET ASSET VALUE

Class A shares of Corporate Bond, Limited Maturity Bond, U.S. Government,
High Yield 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.

ACCUMULATION PLAN

Investors in Corporate Bond, Limited Maturity Bond, U.S. Government, High
Yield 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, High Yield 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

38
<PAGE>

distributions are automatically reinvested at net asset value. If an investor
has an Accumulation Plan in effect, it must be terminated before a Systematic
Withdrawal Program may be initiated.

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

A stockholder may establish a Systematic Withdrawal Program with respect to
Class B shares without the imposition of any applicable contingent deferred
sales charge, provided that such withdrawals do not in any 12-month period,
beginning on the date the Program is established, exceed 10% of the value of the
account on that date ("Free Systematic Withdrawals"). Free Systematic
Withdrawals are not available if a Program established with respect to Class B
shares provides for withdrawals in excess of 10% of the value of the account in
any Program year and, as a result, all withdrawals under such a Program are
subject to any applicable contingent deferred sales charge. Free Systematic
Withdrawals will be made first by redeeming those shares that are not subject to
the contingent deferred sales charge and then by redeeming shares held the
longest. The contingent deferred sales charge applicable to a redemption of
Class B shares requested while Free Systematic Withdrawals are being made will
be calculated as described under "Calculation and Waiver of Contingent Deferred
Sales Charges," page 35. A Systematic Withdrawal form may be obtained from the
Funds.

INVESTMENT MANAGEMENT

Security Management Company, LLC (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 7, 1997. The Investment Manager
also acts as investment adviser to Security Equity Fund, Security Growth and
Income Fund, Security Ultra Fund and SBL Fund. The Investment Manager is a
limited liability company controlled by its members, Security Benefit Life
Insurance Company and Security Benefit Group, Inc. ("SBG"). SBG is an insurance
and financial services holding company wholly-owned by Security Benefit Life
Insurance Company, 700 Harrison Street, Topeka, Kansas 66636-0001. Security
Benefit Life, a mutual life insurance company with over $15.5 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 High Yield 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 is not aware of
any state that currently imposes limits on the level of mutual fund expenses.)
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.

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 .60% of the average daily closing value of the High Yield
Fund, each computed on a daily basis and payable monthly. During the fiscal
years ended December 31, 1996, 1995 and 1994, the Funds paid the following
amounts to the Investment Manager for its services: 1996 - $534,366; 1995 -
$549,076; and 1994 - $560,388 for Income Fund; 1996 - $120,946; 1995 - $128,492;
and 1994 - $146,469 for Tax-Exempt Fund; and 1996 - $247,304; 1995 - $254,139;
and 1994 - $285,251 for Cash Fund. For the years ended December 31, 1996, 1995
and 1994, 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:
1996 -

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<PAGE>

$60,974; 1995 - $16,803; and 1994 - $11,684; and Corporate Bond Fund: 1996 -
$10,663; 1995 - $15,121; and 1994 - $4,276. For the year ended December 31,
1995, expenses incurred by Cash Fund exceeded 1% of the average net assets and
accordingly, the Investment Manager reimbursed Cash Fund in the amount of
$12,968. For the years ended December 31, 1996, 1995 and 1994, expenses incurred
by Tax-Exempt Fund exceeded 1% of the average net assets and accordingly, the
Investment Manager reimbursed Tax-Exempt Fund 1996 - $2,358; 1995 - $4,504; and
1994 - $1,505. The Investment Manager agreed to waive all of the management fees
for the Limited Maturity Bond Fund through July 1, 1995. In addition, the
Investment Manager agreed to waive the investment advisory fees of Limited
Maturity Bond, U.S. Government and High Yield Funds for the fiscal year ended
December 31, 1996.

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, LLC
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, 1998, May 1, 1998 and
June 1, 1998. 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, High Yield and
Tax-Exempt Funds and .045% of the average net assets of Cash Fund, calculated
daily and payable monthly. During the fiscal years ended December 31, 1996, 1995
and 1994, the Funds paid the following amounts for administrative services: 1996
- - $95,487; 1995 - $98,667; and 1994 - $100,870 for Income Fund; 1996 - $22,530;
1995 - $23,129; and 1994 - $26,364 for Tax-Exempt Fund; and 1996 - $21,721; 1995
- - $22,898; and 1994 - $25,703 for Cash Fund.

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, 1996, 1995, and 1994, the Funds paid
the following amounts for transfer agency services: 1996 - $128,776; 1995 -
$127,227; and 1994 - $122,198 for Income Fund; 1996 - $16,538; 1995 - $16,716;
1994 - $18,811 for Tax-Exempt Fund; and 1996 - $130,682; 1995 - $152,798; and
1994 - $139,429 for Cash Fund.

The total expenses of the Corporate Bond, Limited Maturity Bond, U.S.
Government, High Yield, Tax-Exempt and Cash Funds for the fiscal year ended
December 31, 1996 were $936,593; $52,769; $75,838; $40,482; $208,821; and
$482,615; respectively. The expense ratio for fiscal year 1996 was 1.01% and
1.85%, respectively of the average net assets of Class A and B shares of the
Corporate Bond Fund and .90% and 1.88%, respectively, of the average net assets
of Class A and Class B shares of Limited Maturity Bond Fund. The expense ratio
for the fiscal year 1996 was .65% and 1.86%, respectively, of the net assets of
Class A and Class B shares of U.S. Government Fund and .78%, 2.01% and 1.01%
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 and by fees paid indirectly as a result of earnings credits
earned on overnight cash balances. For the period August 5, 1996 (date of
inception) to December 31, 1996 the expense ratios were 1.54% for Class A shares
and 2.26% for Class B shares of High Yield Fund, respectively.

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<PAGE>

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, LLC
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

James R. Schmank Vice President and Director President and Managing Member Representative
John D. Cleland President and Director Senior Vice President and Managing Member Representative
Jane A. Tedder Vice President Vice President and Senior Economist
Mark E. Young Vice President Vice President
Amy J. Lee Secretary Secretary
Brenda M. Harwood Treasurer Assistant Vice President and Treasurer
Steven M. Bowser Vice President Second Vice President and Portfolio Manager
Thomas A. Swank Vice President Vice President and Portfolio Manager
Barbara J. Davison Vice President Compliance Officer, Assistant Vice President and Portfolio Manager
David Eshnaur Vice President Assistant Vice President and Portfolio Manager

- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

PORTFOLIO MANAGEMENT

Steve 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.

Tom Swank, Portfolio Manager of the Investment Manager, has over ten years of
experience in the investment field. He is a Chartered Financial Analyst. Prior
to joining the Investment Manager in 1992, he was an Investment Underwriter and
Portfolio Manager for U.S. West Financial Services, Inc. from 1986 to 1992. From
1984 to 1986, he was a Commercial Credit Officer for United Bank of Denver. From
1982 to 1984, he was employed as a Bank Holding Company examiner for the Federal
Reserve Bank of Kansas City - Denver Branch. Mr. Swank graduated from Miami
University in Ohio with a Bachelor of Science degree in finance in 1982 and
earned a Master of Business Administration degree from the University of
Colorado.

PROPOSED SUB-ADVISORY AGREEMENT FOR SECURITY TAX-EXEMPT FUND

41
<PAGE>

located throughout the world and serves as investment adviser to various
investment companies. Currently Salomon Brothers and its affiliates manage
approximately $26.6 billion in assets.

PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY CONTRACT FOR SECURITY TAX-EXEMPT
FUND

In connection with adopting a Class A Distribution Plan for Tax-Exempt Fund,
the Board of Directors of Tax-Exempt Fund approved an amendment to the
Investment Advisory Contract between Tax-Exempt Fund and the Investment Manager
to exclude the Class A distribution fee from aggregate annual expenses for the
purpose of calculating the one percent limit on annual expenses. The current
investment advisory contract provides that the Investment Manager guarantees
that the aggregate annual expenses incurred by Tax-Exempt Fund will not exceed
an amount equal to one percent of the average net assets of Tax-Exempt Fund each
year. However, the annual expenses do not include interest and taxes,
extraordinary expenses (such as litigation), and distribution fees paid under
Tax-Exempt Fund each year. However, the annual expenses do not include interest
and taxes, extraordinary expenses (such as litigation), and distribution fees
paid under Tax-Exempt Fund's Class B Distribution Plan. Under the proposed
amendment, the distribution fees paid under the Class A Distribution Plan
similarly would be excluded from the expenses guaranteed under the Investment
Advisory Contract.

The Board of Directors, including a majority of the disinterested directors
of Tax-Exempt Fund, approved the amendment to the Investment Advisory Contract
at a meeting of the Board held on February 6, 1998. The stockholders will vote
on the approval of the proposed amendment at a special meeting of stockholders
to be held April 24, 1998. If the stockholders approve the Amendment, the
amended contract will be in effect on May 1, 1998.

CODE OF ETHICS

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

DISTRIBUTOR

Security Distributors, Inc. (the "Distributor"), a Kansas corporation and
wholly-owned subsidiary of Security Benefit Group, Inc., serves as the principal
underwriter for shares of Corporate Bond, Limited Maturity Bond, U.S.
Government, High Yield 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 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.

42
<PAGE>

The Distributor received gross underwriting commissions on sales of Class A
shares and contingent deferred sales charges on redemptions for Class B shares
of $132,788 for Income Fund and $42,066 for Tax-Exempt Fund and retained net
underwriting commissions of $39,452 for Income Fund and $13,059 for Tax-Exempt
Fund for the fiscal year ended December 31, 1996. The Distributor received gross
underwriting commissions on sales of Class A shares of $80,868 and $244,043 for
Income Fund and $20,691 and $64,008 for Tax-Exempt Fund and retained net
underwriting commissions of $9,910 and $48,307 for Income Fund and $4,103 and
$13,009 for Tax-Exempt Fund for the fiscal years ended December 31, 1995 and
1994, 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 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

43
<PAGE>

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, 1996, 1995 and 1994.

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. If there are no sales on a particular day, then the
securities are valued at the last bid price. All other securities, held by
Corporate Bond, Limited Maturity Bond, U.S. Government and High Yield Funds, for
which market quotations are readily available, are valued on the basis of the
last current bid price. If there is no bid price, or if the bid price is deemed
to be unsatisfactory by the Board of Directors, then the securities shall be
valued in good faith by such method as the Board of Directors determines will
reflect fair market value. Valuations of the Funds' securities are supplied by a
pricing service approved by the Board of Directors.

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

Valuations furnished by the pricing service with respect to Tax-Exempt Fund's
municipal securities are based upon appraisals from recognized municipal
securities dealers derived from information concerning market transactions and
quotations. Securities for which market quotations are readily available are
valued at the last reported sale price, or, if no sales are reported on that
day, at the mean between the latest available bid and asked prices. Securities
for which market quotations are not readily available (which are expected to
constitute the majority of Tax-Exempt Fund's portfolio securities) are valued at
the best available current bid price by the pricing service, considering such
factors as yields or prices of municipal bonds of comparable quality, type of
issue, coupon, maturity and rating, indications as to value from dealers, and
general market conditions. The Fund's officers, under the general supervision of
the Board of Directors, will regularly review procedures used by, and valuations
provided by, the pricing service. Tax-Exempt Fund's taxable short-term
securities for which market quotations are readily available will be valued at
market value, which is the last reported sale price or, if no sales are reported
on that day, at the mean between the latest available bid and asked prices
except that securities having 60 days or less remaining to maturity may be
valued at their amortized cost as discussed below.

Cash Fund's securities are valued by the amortized cost valuation technique
which does not take into consideration unrealized gains or losses. The amortized
cost valuation technique involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty

44
<PAGE>

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 12,
and "Dividends and Taxes," page 48. 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 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.

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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. If blank checks are requested on the
Check Writing Request form, the Fund will make a supply available. Checks for
the Cash Fund may be drawn payable to the order of any payee (not to cash) in
any amount of $100 or more. Checks 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 Cash Fund
shares may fluctuate 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.

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

The repurchase or redemption of shares held in a tax-qualified retirement
plan must be effected through the trustee of the plan and may result in adverse
tax consequences. (See "Retirement Plans," page 56.)

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.

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TELEPHONE REDEMPTIONS

Stockholders of the Funds may redeem uncertificated shares in amounts up to
$10,000 by telephone request, provided that the stockholder has completed the
Telephone Redemption section of the application or a Telephone Redemption form
which may be obtained from the Investment Manager. The proceeds of a telephone
redemption will be sent to the stockholder at his or her address as set forth in
the application or in a subsequent written authorization. Once authorization has
been received by the Investment Manager, a stockholder may redeem shares by
calling the Funds at (800) 888-2461, extension 3127, on weekdays (except
holidays) between the hours of 7:00 a.m. and 6:00 p.m. Central time. Redemption
requests received by telephone after the close of the New York Stock Exchange
(normally 3:00 p.m. Central time) will be treated as if received on the next
business day. Telephone redemptions are not accepted for IRA and 403(b)(7)
accounts. 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 45.

HOW TO EXCHANGE SHARES

Pursuant to arrangements with the Distributor, stockholders of the Funds may
exchange their shares for shares of another of the Funds, or for shares of the
other mutual funds distributed by the Distributor, which currently include
Security Equity, Growth and Income, Global, Ultra, Asset Allocation, Social
Awareness, Emerging Markets Total Return, Global Asset Allocation and Global
High Yield 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 funds distributed by the
Distributor 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 Fund involved for cash. The
amount of such sales charge will be paid by Cash Fund on behalf of the
exchanging stockholder directly to the Distributor and the net asset value of
the shares being exchanged will be reduced by a like amount.

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

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

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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 48.)
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 other 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 7:00 a.m. and 6:00 p.m. Central time. Exchange requests received by telephone
after the close of the New York Stock Exchange (normally 3:00 p.m. Central time)
will be treated as if received on the next business day. Shares which are held
in certificate form may not be exchanged by telephone. The telephone exchange
privilege is only permitted between accounts with identical registration. The
Investment Manager has established procedures to confirm that instructions
communicated by telephone are genuine and will be liable for any losses due to
fraudulent or unauthorized instructions, if it fails to comply with its
procedures. The Investment Manager's procedures require that any person
requesting an exchange by telephone provide the account registration and number,
the tax identification number, the dollar amount or number of shares to be
exchanged, and the names of the Security Funds from which and into which the
exchange is to be made, and such instructions must be received on a recorded
line. Neither the Funds, the Investment Manager, nor the Distributor will be
liable for any loss, liability, cost or expense arising out of any request,
including any fraudulent request provided the Investment Manager complied with
its procedures. Thus, a stockholder who authorizes telephone exchanges may bear
the risk of loss from a fraudulent or unauthorized request. This telephone
exchange privilege may be changed or discontinued at any time at the discretion
of the management of the Funds. In particular, the Funds may set limits on the
amount and frequency of such exchanges, in general or as to any individual who
abuses such privilege.

DIVIDENDS AND TAXES

The following summarizes certain federal income tax considerations generally
affecting the Funds and their stockholders. No attempt is made to present a
detailed explanation of the tax treatment of the Funds or their stockholders,
and the discussion here is not intended as a substitute for careful tax
planning. The discussion is based upon present provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the regulations promulgated
thereunder, and judicial and administrative ruling authorities, all of which are
subject to change, which change may be retroactive. Prospective investors should
consult their own tax advisors with regard to the federal tax consequences of
the purchase, ownership, and disposition of Fund shares, as well as the tax
consequences arising under the laws of any state, foreign country, or other
taxing jurisdiction.

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,

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<PAGE>

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) 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 (iii) 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.

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 futures contracts and
other types of derivative securities transactions. In addition, if a Fund were
unable to dispose of securities, the Fund's ability to qualify as a regulated
investment company might be affected.

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).

It is the policy of Corporate Bond, Limited Maturity Bond, U.S. Government,
High Yield and Tax-Exempt Funds to pay dividends from net investment income
monthly. It is the policy of the Funds 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

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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.

Distributions of net capital gain, whether received in cash or reinvested in
Fund shares, will generally be taxable to shareholders as either "20% Gain" or
"28% Gain," depending upon the Fund's holding period for the assets sold. "20%
Gains" arise from sales of assets held by a Fund for more than 18 months and are
subject to a maximum tax rate of 20%; "28% Gains" arise from sales of assets
held by a Fund for more than one year but no more than 18 months and are subject
to a maximum tax rate of 28%. Net capital gains from assets held for one year or
less will be taxed as ordinary income. Distributions will be subject to these
capital gains rates regardless of how long a shareholder has held Fund shares.
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 taxable to stockholders as "20%
Gains" if the shares had been held for more than 18 months or as "28% Gains" if
the shares had been held for more than one year but no more than 18 months.
Investors should be aware that any loss realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term capital loss
to the extent of any distribution of long-term capital gain to the stockholder
with respect to such shares. In addition, any loss realized on a sale or
exchange of shares will be disallowed to the extent the shares disposed of are
replaced within a period of 61 days, beginning 30 days before and ending 30 days
after the date the shares are disposed of, such as pursuant to the

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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 High Yield 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.
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

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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.

MARKET DISCOUNT. If a Fund purchases a debt security at a price lower than
the stated redemption price of such debt security, the excess of the stated
redemption price over the purchase price is "market discount". If the amount of
market discount is more than a DE MINIMIS amount, a portion of such market
discount must be included as ordinary income (not capital gain) by the Fund in
each taxable year in which the Fund owns an interest in such debt security and
receives a principal payment on it. In particular, the Fund will be required to
allocate that principal payment first to the portion of the market discount on
the debt security that has accrued but has not previously been includable in
income. In general, the amount of market discount that must be included for each
period is equal to the lesser of (i) the amount of market discount accruing
during such period (plus any accrued market discount for prior periods not
previously taken into account) or (ii) the amount of the principal payment with
respect to such period. Generally, market discount accrues on a daily basis for
each day the debt security is held by a Fund at a constant rate over the time
remaining to the debt security's maturity or, at the election of the Fund, at a
constant yield to maturity which takes into account the semi-annual compounding
of interest. Gain realized on the disposition of a market discount obligation
must be recognized as ordinary interest income (not capital gain) to the extent
of the "accrued market discount."

ORIGINAL ISSUE DISCOUNT. Certain debt securities acquired by the Funds may be
treated as debt securities that were originally issued at a discount. Very
generally, original issue discount is defined as the difference between the
price at which a security was issued and its stated redemption price at
maturity. Although no cash income on account of such discount is actually
received by a Fund, original issue discount that accrues on a debt security in a
given year generally is treated for federal income tax purposes as interest and,
therefore, such income would be subject to the distribution requirements
applicable to regulated investment companies.

Some debt securities may be purchased by the Funds at a discount that exceeds
the original issue discount on such debt securities, if any. This additional
discount represents market discount for federal income tax purposes (see above).

CONSTRUCTIVE SALES. Recently enacted rules may affect the timing and
character of gain if a Fund engages in transactions that reduce or eliminate its
risk of loss with respect to appreciated financial positions. If the Fund enters
into certain transactions in property while holding substantially identical
property, the Fund would be treated as if it had sold and immediately
repurchased the property and would be taxed on any gain (but no loss) from the
constructive sale. The character of gain from a constructive sale would depend
upon the Fund's holding period in the property. Loss from a constructive sale
would be recognized when the property was subsequently disposed of, and its
character would depend on the Fund's holding period and the application of
various loss deferral provisions of the Code.

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.

52
<PAGE>

The payment of such taxes will reduce the amount of dividends and
distributions paid to the Funds' stockholders. So long as a Fund qualifies as a
regulated investment company, certain distribution requirements are satisfied,
and more than 50% of such Fund's assets at the close of the taxable year
consists of securities of foreign corporations, the fund may elect, subject to
limitation, to pass through its foreign tax credits to its stockholders.

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 9.) Shareholders are advised to
consult their own tax advisers with respect to the particular tax consequences
to them of an investment in a Fund.

ORGANIZATION

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

Income Fund has authorized the issuance of an indefinite number of shares of
capital stock of $1.00 par value and currently issues its shares in seven
series, Corporate Bond Fund, Limited Maturity Bond Fund, U.S. Government Fund,
High Yield Fund, MFR Emerging Markets Total Return Fund, MFR Global Asset
Allocation Fund and MFR Global High Yield Fund (formerly Global Aggressive Bond
Fund). The shares of each Series of Income Fund represent a pro rata beneficial
interest in that Series' net assets and in the earnings and profits or losses
derived from the investment of such assets. Tax-Exempt and Cash Funds have not
issued shares in any additional series at the present time. Tax-Exempt and Cash
Funds have authorized the issuance of an indefinite number of shares of capital
stock of $0.10 par value.

Each of Corporate Bond, Limited Maturity Bond, U.S. Government, High Yield
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, High Yield, 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, High Yield, Tax-Exempt Fund and Cash Fund.
Security Management Company, LLC acts as the Funds' transfer and dividend-paying
agent.

53
<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, 1996 was
4.80%.

Cash Fund's effective (or compound) yield for the same period was 4.92%. 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:

YIELD = 2[(A-B + 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, 1996, the yield for the Class A
shares of the following Funds was 6.30% for Corporate Bond Fund, 5.56% for
Limited Maturity Bond Fund, 6.05% for the U.S. Government Fund, 7.10% for High
Yield Fund, and 4.74% 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 5.58% and 6.58%.

For the 30-day period ended December 31, 1996, the yield for the Class B
shares of the following Funds was 5.59% for the Corporate Bond Fund, 5.55% for
Limited Maturity Bond Fund, 4.96% for the U.S. Government Fund, 6.68% for High
Yield Fund, and 3.19% 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 3.75% and 4.43%.

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."

54
<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, 1996, the average
annual total return for Class A shares of the Corporate Bond Fund was -5.69%,
4.96% and 6.74%, respectively. For the 1-year period ended December 31, 1996,
the average annual total return for Class B shares of Corporate Bond Fund was
- -6.29%. For the period October 19, 1993 (date of inception) to December 31,
1996, the average annual total return for Class B shares of the Corporate Bond
Fund was -0.28%.

For the 1-, 5- and 10-year periods ended December 31, 1996, the average
annual total return for Class A shares of the U.S. Government Fund was -3.59%,
5.19% and 7.10%, respectively. For the 1-year period ended December 31, 1996,
the average annual total return for Class B shares of U.S. Government Fund was
- -4.97%. For the period October 19, 1993 (date of inception) to December 31,
1996, the average annual total return for Class B shares of the U.S. Government
Fund was 1.95%.

For the 1-, 5- and 10-year periods ended December 31, 1996, the average
annual total return for Class A shares of Tax-Exempt Fund was -2.40%, 4.50% and
5.33%, respectively. For the 1-year period ended December 31, 1996, the average
annual total return for Class B shares of Tax-Exempt Fund was -3.76%. For the
period October 19, 1993 (date of inception) to December 31, 1996, the average
annual total return for Class B shares of Tax-Exempt Fund was 0.27%.

For the 1-year period ended December 31, 1996, the average annual total
return for Class A and B shares of Limited Maturity Bond Fund was -2.74% and
- -3.95%, respectively. For the period January 17, 1995 (date of inception) to
December 31, 1996, the average annual total return for Class A and B shares of
Limited Maturity Bond Fund was 4.94% and 4.68%, respectively.

For the period August 5, 1996 (date of inception) to December 31, 1996, the
average annual total return for Class A and B shares of High Yield Fund was .23%
and -.24%, 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, 1986, for the Corporate Bond
Fund, U.S. Government Fund and Tax-Exempt Fund, through December 31, 1996 was
92.0%, 98.5% and 68.0%, 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, 1996 was
- -0.9%, 6.4% and 0.9%, respectively. These figures reflect deduction of the
maximum contingent deferred sales charge.

The aggregate total return on an investment made in Class A and B shares of
the Limited Maturity Bond Fund for the period January 17, 1995 through December
31, 1996 was 9.9% and 9.3%, respectively. These figures

55
<PAGE>

reflect deduction of the maximum initial sales load and deduction of the maximum
contingent deferred sales charge.

The aggregate total return on an investment made in Class A and B shares of
the High Yield Fund for the period August 5, 1996 (date of inception) through
December 31, 1996, was .10% and -.10%, respectively. These figures reflect
deduction of the maximum initial sales load and 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.

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, High Yield 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 501(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, High
Yield 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, LLC is available to act as custodian for the
plans on a fee basis. For IRAs, SIMPLE 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, High Yield 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.

56
<PAGE>

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,
High Yield 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. A $10 annual fee is
charged for maintaining the account.

An individual may make a contribution to a traditional IRA each year of up to
the lesser of $2,000 or 100% of earned income under current tax law. The IRAs
described in this paragraph are called "traditional IRAs" to distinguish them
from the new "Roth IRAs" which became available in 1998. Roth IRAs are described
below. Spousal IRAs allow an individual and his or her spouse to contribute up
to $2,000 to their respective IRAs so long as a joint tax return is filed and
joint income is $4,000 or more. The maximum amount the higher compensated spouse
may contribute for the year is the lesser of $2,000 or 100% of that spouse's
compensation. The maximum the lower compensated spouse may contribute is the
lesser of (i) $2,000 or (ii) 100% of that spouse's compensation plus the amount
by which the higher compensated spouse's compensation exceeds the amount the
higher compensated spouse contributes to his or her IRA.

Generally if a taxpayer is not covered by an employer-sponsored retirement
plan, the amount the taxpayer may deduct for federal income tax purposes in a
year for contributions to an IRA is the lesser of $2,000 or the taxpayer's
compensation for the year. If the taxpayer is covered by an employer-sponsored
retirement plan, the amount of IRA contributions the taxpayer may deduct in a
year may be reduced or eliminated based on the taxpayer's adjusted gross income
for the year. The adjusted gross income level at which a single taxpayer's
deduction for 1997 is affected, $25,000, will increase annually to $50,000 in
the year 2005. The adjusted gross income level at which the deduction for 1997
for a married taxpayer (who does not file a separate return) is affected,
$40,000, will increase annually to $80,000 in the year 2007. If the taxpayer is
married, files a separate tax return, and is covered by a qualified retirement
plan, the taxpayer may not make a deductible contribution to an IRA if the
taxpayer's income exceeds $10,000. If the taxpayer is not covered by an
employer-sponsored retirement plan, but the taxpayer's spouse is, the amount the
taxpayer may deduct for IRA contributions will be phased out if the taxpayer's
adjusted gross income is between $150,000 and $160,000.

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 a traditional 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.

ROTH IRAS

Section 408A of the code permits eligible individuals to establish a Roth
IRA, a new type of IRA which becomes available in 1998. Contributions to a Roth
IRAs are not deductible, but withdrawals that meet certain requirements are not
subject to federal income tax. In general, Roth IRAs are subject to certain
required distribution requirements. Unlike a traditional IRA, Roth IRAs are not
subject to minimum required distribution rules during the owner's life time.
Generally, however, the amount in a remaining Roth IRA must be distributed by
the end of the fifth year after the death of the owner.

Beginning in 1998 the owner of a traditional IRA may convert the traditional
IRA into a Roth IRA under certain circumstances. The conversion of a traditional
IRA to a Roth IRA will subject the amount of the converted traditional IRA to
federal income tax. If a traditional IRA is converted to a Roth IRA, the taxable
amount in the owner's traditional IRA will be considered taxable income for
federal income tax purposes for the year of the conversion. Generally, all
amounts in a traditional IRA are taxable except for the owner's prior
non-deductible contributions to the traditional IRA.

SIMPLE IRAS

The Small Business Job Protection Act of 1996 created a new retirement plan,
the Savings Incentive Match Plan for Employees of Small Employers (SIMPLE Plans)
for tax years beginning in 1997. SIMPLE Plan participants must establish a
SIMPLE IRA into which plan contributions will be deposited.

57
<PAGE>

The Investment Manager makes available SIMPLE IRAs to provide investment in
shares of the Funds. Contributions to a SIMPLE IRA may be either salary deferral
contributions or employer contributions. Contributions must be made in cash and
cannot exceed the maximum amount allowed under the Internal Revenue Code. On a
pre-tax basis, up to $6,000 of compensation (through salary deferrals) may be
contributed to a SIMPLE IRA. In addition, employers are required to make either
(1) a dollar-for-dollar matching contribution or (2) a nonelective contribution
to each participant's account each year. In general, matching contributions must
equal up to 3% of compensation, but under certain circumstances, employers may
make lower matching contributions. Instead of the match, employers may make a
nonelective contribution equal to 2% of compensation (compensation for purposes
of any nonelective contribution is limited to $160,000, as indexed).

Distributions from a SIMPLE IRA are (1) taxed as ordinary income; (2)
includable in gross income; and (3) subject to applicable state tax laws.

Distributions prior to age 59 1/2 may be subject to a 10% penalty tax which
increases to 25% for distributions made before a participant has participated in
the SIMPLE Plan for at least two years. An annual fee of $10 is charged for
maintaining the SIMPLE IRA.

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, High Yield 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, 1996, are incorporated herein by
reference. Copies of the Annual Report are provided to every person requesting
the Statement of Additional Information.

58
<PAGE>

TAX-EXEMPT VS. TAXABLE INCOME

The following table shows the approximate taxable yields for individuals that
are equivalent to tax-exempt yields using the 1997 tax rates contained in the
Internal Revenue Code as modified by the Tax Reform Act of 1986. Beginning in
1989, federal income brackets will be indexed each year to reflect changes in
the Consumer Price Index. The table illustrates what you would have to earn on
taxable investments to equal a given tax-exempt yield in your income tax
bracket. Locate your income (after deductions and exemptions), then locate your
tax bracket based on joint or single tax filing. Read across to the equivalent
taxable yield you would need to match a given tax-free yield. There is, of
course, no assurance that an investment in Tax-Exempt Fund will result in the
realization of any particular return.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Your
income
tax
If your taxable income is: bracket And a tax-free yield of:
Joint Return Single Return is: 5% 6% 7% 8% 9% 10% 11% 12%
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997
0 - 41,200 0 - 24,650 15.0% 5.88 7.06 8.24 9.41 10.59 11.76 12.94 14.12
41,200 - 99,600 24,650 - 59,750 28.0 6.94 8.33 9.72 11.11 12.50 13.89 15.28 16.67
99,600 - 151,750 59,750 - 124,650 31.0 7.25 8.70 10.14 11.59 13.04 14.49 15.94 17.39
151,750 - 271,050 124,650 - 271,050 36.0 7.81 9.38 10.94 12.50 14.06 15.63 17.19 18.75
271,050 and over 271,050 and over 39.6 8.28 9.93 11.59 13.25 14.90 16.56 18.21 19.87
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
59
<PAGE>

APPENDIX A

CLASS A SHARES OF CORPORATE BOND, LIMITED MATURITY BOND, U.S. GOVERNMENT, HIGH
YIELD 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, High Yield 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, High Yield 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, High Yield, 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, High
Yield 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, High Yield, Tax-Exempt Fund, Security
Equity Fund, Security Growth and Income Fund, or Security Ultra Fund to be made
within a period of 13 months (or a 36-month period for purchases of $1 million
or more) and thereby become eligible for the reduced front-end sales charge
applicable to the actual amount purchased under the Statement. Five percent of
the amount specified in the Statement of Intention will be held in escrow shares
until the Statement is completed or terminated. The shares so held may be
redeemed by the Fund if the investor is required to pay additional sales charge
which may be due if the amount of purchases made by the investor during the
period the Statement is effective is less than the total specified in the
Statement of Intention.

A Statement of Intention may be revised during the 13-month period (or, if
applicable, 36-month period). Additional Class A shares received from
reinvestment of income dividends and capital gains distributions (if any are
realized) are included in the total amount used to determine reduced sales
charges. The Statement is not a binding obligation upon the investor to purchase
or any Fund to sell the full indicated amount. An investor considering signing
such an agreement should read the Statement of Intention carefully. A Statement
of Intention form may be obtained from the Investment Manager.

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REINSTATEMENT PRIVILEGE

Stockholders who redeem their Class A shares of Corporate Bond Fund, Limited
Maturity Bond Fund, U.S. Government Fund, High Yield 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.