UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-03225 SECURITY MUNICIPAL BOND FUND (Exact name of registrant as specified in charter) ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001 (Address of principal executive offices) (Zip code) MICHAEL G. ODLUM, PRESIDENT SECURITY MUNICIPAL BOND FUND ONE SECURITY BENEFIT PLACE TOPEKA, KANSAS 66636-0001 (Name and address of agent for service) Registrant's telephone number, including area code: (785) 438-3000 Date of fiscal year end: December 31 Date of reporting period: December 31, 2004 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS. SECURITY FUNDS(SM) ANNUAL REPORT DECEMBER 31, 2004 - SECURITY MUNICIPAL BOND FUND - SECURITY INCOME FUND - DIVERSIFIED INCOME SERIES - HIGH YIELD SERIES - INCOME OPPORTUNITY SERIES - SECURITY CASH FUND [SECURITY DISTRIBUTORS, INC. LOGO] A Member of The Security Benefit Group of Companies SECURITY MUNICIPAL BOND SECURITY INCOME FUND SECURITY CASH FUND DECEMBER 31, 2004 ANNUAL REPORT TABLE OF CONTENTS Security Municipal Bond Fund............................... 2 Security Income Fund Diversified Income Series................................ 10 High Yield Series........................................ 21 Income Opportunity Series................................ 32 Security Cash Fund......................................... 43 Notes to Financial Statements.............................. 51 Report of Independent Registered Public Accounting Firm.... 56 Directors and Officers..................................... 57 1 SECURITY Manager's Commentary MUNICIPAL BOND FUND February 15, 2005 (unaudited) SOLOMAN BROTHERS Asset Management Advisor, Salomon Brothers Asset Management, Inc. [PHOTO OF ROBERT AMODEO] TO OUR SHAREHOLDERS: PERFORMANCE REVIEW For the 12 months ended December 31, 2004, the Security Municipal Bond Fund, excluding sales charges, returned 2.58%.(1) This compared with the Fund's unmanaged benchmark, the Lehman Brothers Municipal Bond Fund that returned 4.48% for the same period. Certain investors may be subject to the Federal Alternative Minimum Tax and state and local taxes may apply. Capital gains, if any, are fully taxable. Please consult your personal tax advisor. MARKET AND ECONOMIC OVERVIEW Despite rising interest rates, surging oil prices and an expanding economy, the overall municipal bond market generated solid results in 2004, with the Lehman Municipal Bond Index returning 4.48%. As the year began, it was widely expected that the Federal Reserve Board (the Fed) would have to raise interest rates to ward off a potential increase in inflation. This came to pass in late June, as the Fed raised its target for the federal funds rate by 0.25% to 1.25%. This was followed by four subsequent rate hikes, bringing the federal funds rate to 2.25% by the end of the year. As one would expect, the short end of the yield curve rose in conjunction with the Fed rate hikes. However, intermediate and longer term bond yields surprisingly did not rise, but were stable or declined slightly. As such, the overall yield curve flattened as the difference between short- and long-term yields narrowed during the year. This flattening also occurred in the municipal bond market, but to a lesser extent. New municipal bond issuance from state and local governments was approximately $358 billion in 2004. While this was roughly 6% less than 2003's record level, it was still the third largest amount of new issuance during a calendar year. New supply was generally met with strong demand, in particular by institutions and property and casualty insurers. As was the case in the Treasury market, the shorter end of the municipal bond curve generated the weakest results, while the longer end of the curve outperformed. From a credit quality perspective, lower quality municipals outperformed their higher quality counterparts. CONTRIBUTORS TO PERFORMANCE As we began 2004, the Fund was defensively positioned in anticipation of the Fed raising interest rates. As such, the Fund's duration was shorter than that of the benchmark and we favored higher quality securities. In addition, we emphasized the 10-year portion of the yield curve and focused on premium coupon securities while avoiding discounted coupons. This strategy produced mixed results. While our exposure to 10-year yields was beneficial as they outperformed shorter maturity bonds, an underweight to longer term securities detracted from relative results. In addition, our high quality bias was not rewarded by the market, as more speculative issues outperformed. In particular, our lack of tobacco and airline securities hurt relative results. However, given the market environment, we did not believe the risks associated with these securities warranted their purchase. At the end of the reporting period, the Fund's portfolio continues to be defensively positioned. Certain investors may be subject to the federal Alternative Minimum Tax, and state and local taxes may apply. Capital gains, if any, are fully taxable. Please consult your personal tax or legal adviser. Sincerely, Robert Amodeo Portfolio Manager 1 Performance figures are based on Class A shares and do not reflect deduction of the sales charge or taxes that a shareholder would pay on distributions or the redemption of Fund shares. Fee waivers and/or reimbursements reduced Fund expenses and in the absence of such waivers, the performance quotes would be reduced. Past performance is no guarantee of future results. The performance returns shown above do not reflect the deduction of sales charges, which, if reflected, would reduce performance. The views expressed are opinions of the portfolio manager as of December 31, 2004, and are subject to change based on market and other conditions. These views may differ from those of other portfolio managers or the firm as a whole. These opinions are not intended to be a forecast of future events, a guarantee of future results or investment advice. Portfolio allocation is subject to change at any time. The mention of any individual securities should neither constitute or be construed as a recommendation to purchase or sell securities and information provided regarding such individual securities is not a sufficient basis upon which to make an investment decision. Any statistics have been obtained from sources the portfolio manager believed to be reliable, but the accuracy and completeness of the information cannot be guaranteed. Portfolio allocations, holdings and characteristics are subject to change at any time. All investments involve risk including possible loss principal. Please refer to page 5 for a list and percentage breakdown of the Fund's holdings. Your clients should consider the investment objectives, risks, charges and expenses of a fund carefully before investing. The prospectus contains this and other important information. Your clients should read the prospectus carefully before investing. 2 SECURITY Manager's Commentary MUNICIPAL BOND FUND February 15, 2005 (unaudited) PERFORMANCE MUNICIPAL BOND FUND VS. LEHMAN BROTHERS MUNICIPAL BOND INDEX [PERFORMANCE GRAPH] DATE value - ---------- ---------- LEHMAN BROTHERS MUNICIPAL BOND INDEX 12/31/94 10,000.00 3/31/95 10,702.89 6/30/95 10,961.36 9/30/95 11,276.63 12/31/95 11,741.69 3/31/96 11,600.07 6/30/96 11,689.00 9/30/96 11,956.93 12/31/96 12,261.61 3/31/97 12,233.04 6/30/97 12,656.05 9/30/97 13,037.69 12/31/97 13,391.24 3/31/98 13,545.41 6/30/98 13,750.93 9/30/98 14,173.97 12/31/98 14,259.13 3/31/99 14,385.44 6/30/99 14,138.35 9/30/99 14,075.73 12/31/99 13,964.36 3/31/00 14,373.64 06/30/00 14,591.22 09/30/00 14,943.75 12/31/00 15,597.42 3/31/01 15,944.46 6/30/01 16,049.41 9/30/01 16,499.39 12/31/01 16,390.11 3/31/02 16,544.65 6/30/02 17,150.04 9/30/02 17,964.73 12/31/02 17,963.51 3/31/03 18,180.37 6/30/03 18,649.93 9/30/03 18,665.24 12/31/03 18,920.82 3/31/04 19,246.49 6/30/04 18,790.11 9/30/04 19,521.82 12/31/04 19,766.50 DATE value - ---------- ---------- MUNI BOND 12/31/1994 9,525.00 3/31/1995 10,168.36 6/30/1995 10,269.63 9/29/1995 10,498.04 12/29/1995 10,999.93 3/29/1996 10,723.29 6/28/1996 10,770.88 9/30/1996 11,002.69 12/31/1996 11,274.53 3/31/1997 11,200.54 6/30/1997 11,564.58 9/30/1997 11,895.96 12/31/1997 12,205.35 3/31/1998 12,315.23 6/30/1998 12,449.56 9/30/1998 12,954.97 12/31/1998 12,942.67 3/31/1999 12,969.60 6/30/1999 12,649.58 9/30/1999 12,590.45 12/31/1999 12,495.15 3/31/2000 12,882.80 6/30/2000 13,056.99 9/29/2000 13,369.73 3/30/2001 14,317.03 6/29/2001 14,302.51 9/28/2001 14,796.22 12/31/2001 14,606.60 3/28/2002 14,733.04 6/28/2002 15,244.48 9/30/2002 16,078.41 12/31/2002 16,081.50 3/31/2003 16,186.99 6/30/2003 16,531.41 9/30/2003 16,472.14 12/31/2003 16,651.04 3/31/2004 16,818.11 6/30/2004 16,416.38 9/30/2004 16,987.30 12/31/2004 17,080.06 Municipal Bond Fund $ 17,080 Lehman Brothers Municipal Bond Index $ 19,767 $10,000 OVER 10 YEARS This chart assumes a $10,000 investment in Class A shares of Municipal Bond Fund on December 31, 1994, and reflects deduction of the 4.75% sales load. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of fund shares. PORTFOLIO COMPOSITION BY QUALITY RATING (BASED ON STANDARD AND POOR'S RATINGS) AAA 74.13% AA 20.09 A 1.82 BBB 2.37 Cash & other assets, less liabilities 1.59 AVERAGE ANNUAL RETURNS YEARS ENDED 12-31-04 1 YEAR 5 YEARS 10 YEARS - -------------------- ------ ------- -------- A Shares (2.32%) 5.43% 5.51% B Shares (3.28%) 5.32% 5.21% The performance data above represents past performance which is not predictive of future results. For Class A shares these figures reflect deduction of the maximum sales charge of 4.75%. For Class B shares the figures reflect deduction of the maximum contingent deferred sales charge, ranging from 5% in the first year to 0% in the sixth and following years. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of fund shares. Such figures would be lower if applicable taxes were deducted. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Fee waivers and/or reimbursements reduced expenses and in the absence of such waivers, the performance quoted would be reduced. See accompanying notes. 3 SECURITY Manager's Commentary MUNICIPAL BOND FUND February 15, 2005 (unaudited) PERFORMANCE INFORMATION ABOUT YOUR FUND'S EXPENSES CALCULATING YOUR ONGOING FUND EXPENSES EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2004 - December 31, 2004. ACTUAL EXPENSES The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. FUND EXPENSES BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING 07-01-04 12-31-04(1) PERIOD(2) ------------- ------------- ------------- Security Municipal Bond Fund - Class A Actual $ 1,000.00 $ 1,040.40 $ 5.13 Hypothetical 1,000.00 1,020.11 5.08 Security Municipal Bond Fund - Class B Actual 1,000.00 1,035.50 8.95 Hypothetical 1,000.00 1,016.34 8.87 (1) The actual ending account value is based on the actual total return of the Fund for the period July 1, 2004 to December 31, 2004 after actual expenses and will differ from the hypothetical ending account value which is based on the Fund's expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period July 1, 2004 to December 31, 2004 was 4.04% and 3.55%, for Class A and B shares, respectively. (2) Expenses are equal to the Fund's annualized expense ratio (1.00% and 1.75% for Class A and B shares, respectively) multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). 4 Schedule of Investments SECURITY December 31, 2004 MUNICIPAL BOND FUND PRINCIPAL MARKET AMOUNT VALUE ----------- ----------- MUNICIPAL BONDS - 98.4% ARIZONA - 2.0% Arizona State Transportation Board, 5.00% - 2013 $ 250,000 $ 277,560 ----------- CALIFORNIA - 3.5% California State FSA-CR, 6.00% - 2016 200,000 238,890 Los Angeles California Regional Airports Revenue, 2.22% - 2025(1) 250,000 250,000 ----------- 488,890 ----------- CONNECTICUT - 1.9% Connecticut Special Tax Obligation Transportation Infrastructure, 5.00% - 2023 250,000 266,622 ----------- FLORIDA - 2.0% Florida State Board of Education, 5.00% - 2011 250,000 276,857 ----------- ILLINOIS - 9.6% Chicago, IL Board of Education, 5.75% - 2027 225,000 250,846 Chicago, IL Board of Education, 5.75% - 2027 25,000 27,401 Chicago, IL Midway Airport, 5.625% - 2029 250,000 261,658 Cook County, IL, 5.625% - 2016 275,000 300,424 Illinois Development Finance Authority, 5.25% - 2012 220,000 246,404 Illinois Educational Facility, Northwestern University, 5.50% - 2013 225,000 252,339 ----------- 1,339,072 ----------- INDIANA - 3.7% Indiana Bond Bank, 5.00% - 2023 500,000 519,575 ----------- KANSAS - 2.0% Wyandotte County, Kansas City, KS Unified Government Utility System, 5.75% - 2024 250,000 277,877 ----------- MARYLAND - 6.3% Maryland State Health & Higher Education, 6.00% - 2017 300,000 329,577 Northeast Maryland Waste Disposal Authority, 5.50% - 2016 500,000 547,080 ----------- 876,657 ----------- MASSACHUSETTS - 2.8% Massachusetts State Water Pollution Abatement Trust, 5.75% - 2029 70,000 79,884 Massachusetts State Water Pollution Abatement Trust, 5.75% - 2029 280,000 310,349 ----------- 390,233 ----------- MICHIGAN - 4.2% Michigan State, 5.50% - 2015 500,000 582,265 ----------- NEVADA - 7.4% Clark County, NV School District, 5.50% - 2016 1,000,000 1,025,680 ----------- NEW JERSEY - 7.2% North Brunswick Township, NJ Board of Education, 6.30% -2013 1,000,000 1,003,580 ----------- NEW YORK - 19.0% New York, NY City Municipal Water Finance Authority, 5.50% - 2023 250,000 254,070 New York, NY Transitional Finance Authority, 5.50% - 2017 250,000 279,448 New York State Dorm Authority, 5.50% - 2012 750,000 858,203 New York State Environmental Facilities Corporation, 5.00% -2016 460,000 515,136 New York State Urban Development Corporation, 5.375% - 2025 700,000 736,211 ----------- 2,643,068 ----------- OREGON - 1.9% Umatilla County, Oregon Hospital Facility, 5.00% - 2008 250,000 267,073 ----------- PENNSYLVANIA - 4.1% Philadelphia, PA School District, 5.50% - 2031 500,000 571,435 ----------- PUERTO RICO - 4.1% Puerto Rico Electric Power Authority, 5.25% - 2014 500,000 570,635 ----------- TENNESSEE - 3.7% Memphis-Shelby County, TN Airport Authority, 6.00% - 2024 300,000 330,699 Tennessee Housing Development Agency, 6.35% - 2031 185,000 191,952 ----------- 522,651 ----------- TEXAS - 6.8% Lower Colorado River Authority, Texas, 6.00% - 2013 250,000 282,330 North Harris Montgomery Community College, 5.375% - 2016 500,000 553,315 North Texas Municipal Water District Water System, 5.00% - 2015 105,000 115,618 ----------- 951,263 ----------- WASHINGTON - 6.2% Energy Northwest Washington Electric, 6.00% - 2016 500,000 578,615 Seattle, WA, 5.75% - 2028 250,000 278,505 ----------- 857,120 ----------- TOTAL MUNICIPAL BONDS (cost $ 12,935,482) 13,708,113 CASH & OTHER ASSETS, LESS LIABILITIES - 1.6% 221,728 ----------- TOTAL NET ASSETS - 100.0% 13,929,841 =========== For federal income tax purposes, the identified cost of investments owned at December 31, 2004 was $13,253,320. (1) Variable rate security. Rate indicated is rate effective at December 31, 2004. See accompanying notes. 5 SECURITY MUNICIPAL BOND FUND Statement of Assets and Liabilities December 31, 2004 ASSETS: Investments, at value(1)..................................... $ 13,708,113 Cash......................................................... 21,046 Receivables: Interest.................................................. 202,249 Security Management Company............................... 7,136 Prepaid expenses............................................. 15,994 ------------ Total assets................................................. 13,954,538 ------------ LIABILITIES: Payable for: Fund shares redeemed...................................... 837 Management fees........................................... 5,909 Custodian fees............................................ 13 Transfer agent and administration fees.................... 4,437 Professional fees......................................... 7,160 12b-1 distribution plan fees.............................. 3,410 Other..................................................... 2,931 ------------ Total liabilities............................................ 24,697 ------------ NET ASSETS................................................... $ 13,929,841 ============ NET ASSETS CONSIST OF: Paid in capital.............................................. $ 13,477,775 Accumulated undistributed net investment income.............. 1,989 Accumulated net realized loss on sales of investments........ (322,554) Net unrealized appreciation in value of investments.......... 772,631 ------------ Net assets................................................... $ 13,929,841 ============ CLASS A: Capital shares outstanding (unlimited number of shares authorized)................... 1,263,319 Net assets................................................... $ 13,212,391 Net asset value and redemption price per share............... $ 10.46 ============ Offering price per share (net asset value divided by 95.25%)........................................ $ 10.98 ============ CLASS B: Capital shares outstanding (unlimited number of shares authorized)................... 68,503 Net assets................................................... $ 717,450 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge).................................... $ 10.47 ============ (1) Investments, at cost..................................... $ 12,935,482 Statement of Operations For the Year Ended December 31, 2004 INVESTMENT INCOME: Interest.................................................. $ 662,753 ------------ Total investment income................................... 662,753 ------------ EXPENSES: Management fees........................................... 71,092 Custodian fees............................................ 416 Transfer/maintenance fees................................. 21,250 Administration fees....................................... 24,910 Directors' fees........................................... 25,241 Professional fees......................................... 10,999 Reports to shareholders................................... 2,235 Registration fees......................................... 31,708 Other expenses............................................ 7,027 12b-1 distribution plan fees - Class A.................... 33,579 12b-1 distribution plan fees - Class B.................... 7,869 ------------ Total expenses............................................ 236,326 Less: Reimbursement of expenses - Class A................. (82,823) Reimbursement of expenses - Class B................ (4,759) Earnings credit.................................... (682) ------------ Net expenses.............................................. 148,062 ------------ Net investment income..................................... 514,691 ------------ NET REALIZED AND UNREALIZED LOSS: Net realized loss during the period on: Investments............................................... (4,714) ------------ Realized loss............................................. (4,714) ------------ Net change in unrealized depreciation during the period on: Investments............................................... (170,246) ------------ Unrealized depreciation................................... (170,246) ------------ Net loss.................................................. (174,960) ------------ Net increase in net assets resulting from operations...... $ 339,731 ============ See accompanying notes. 6 SECURITY Statement of Changes in Net Assets MUNICIPAL BOND FUND YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2004 2003 ------------ ------------ INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income.................................................. $ 514,691 $ 563,834 Net realized gain (loss) during the year on investments................ (4,714) 351,518 Net change in unrealized depreciation during the year on investments... (170,246) (376,094) ------------ ------------ Net increase in net assets resulting from operations................... 339,731 539,258 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income Class A.............................................................. (481,008) (553,093) Class B.............................................................. (22,142) (35,571) ------------ ------------ Total distributions to shareholders.................................... (503,150) (588,664) ------------ ------------ CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares Class A.............................................................. 503,887 14,548,378 Class B.............................................................. 43,568 100,907 Distributions reinvested Class A.............................................................. 281,358 321,753 Class B.............................................................. 20,081 31,830 Cost of shares redeemed Class A.............................................................. (1,138,095) (15,673,226) Class B.............................................................. (261,176) (833,749) ------------ ------------ Net decrease from capital share transactions........................... (550,377) (1,504,107) ------------ ------------ Net decrease in net assets............................................. (713,796) (1,553,513) ------------ ------------ NET ASSETS: Beginning of period.................................................... 14,643,637 16,197,150 ------------ ------------ End of period.......................................................... $ 13,929,841 $ 14,643,637 ============ ============ Accumulated undistributed net investment income at end of period....... $ 1,989 $ - ============ ============ CAPITAL SHARE ACTIVITY: Shares sold Class A.............................................................. 47,953 1,387,929 Class B.............................................................. 4,138 9,469 Shares reinvested Class A.............................................................. 26,976 30,537 Class B.............................................................. 1,923 3,016 Shares redeemed Class A.............................................................. (109,057) (1,495,530) Class B.............................................................. (24,948) (78,681) See accompanying notes. 7 Financial Highlights Selected data for each share of capital stock outstanding SECURITY throughout each period MUNICIPAL BOND FUND YEAR ENDED, DECEMBER 31, CLASS A 2004 2003 2002 2001 2000 - ------------------------------------------------------ -------- -------- ------- -------- ------- PER SHARE DATA Net asset value, beginning of period $ 10.57 $ 10.60 $ 10.15 $ 10.20 $ 9.48 -------- -------- ------- -------- ------- Income (loss) from investment operations: Net investment income(c) 0.38 0.38 0.45 0.43 0.45 Net gain (loss) on securities (realized and unrealized) (0.11) (0.01) 0.55 (0.05) 0.72 -------- -------- ------- -------- ------- Total from investment operations 0.27 0.37 1.00 0.38 1.17 -------- -------- ------- -------- ------- Less distributions: Dividends from net investment income (0.38) (0.40) (0.43) (0.43) (0.45) Distributions from realized gains - - (0.12) - - -------- -------- ------- -------- ------- Total distributions (0.38) (0.40) (0.55) (0.43) (0.45) -------- -------- ------- -------- ------- Net asset value, end of period $ 10.46 $ 10.57 $ 10.60 $ 10.15 $ 10.20 ======== ======== ======= ======== ======= TOTAL RETURN(a) 2.58% 3.55% 10.11% 3.79% 12.66% -------- -------- ------- -------- ------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 13,212 13,718 $14,567 $ 15,67 $16,679 -------- -------- ------- -------- ------- Ratios to average net assets: Net investment income (loss) 3.66% 3.61% 4.09% 4.20% 4.60% Total expenses 1.00% 1.01% 1.00% 0.99% 1.00% Gross expenses(b) 1.62% 1.34% 1.26% 1.17% 1.16% Net expenses(d) 1.00% 1.00% 1.00% 0.99% 1.00% -------- -------- ------- -------- ------- Portfolio turnover rate 17% 57% 50% 54% 52% YEAR ENDED, DECEMBER 31, CLASS B 2004 2003 2002 2001 2000 - ------------------------------------------------------ ---------- ---------- ---------- -------- -------- PER SHARE DATA Net asset value, beginning of period $ 10.59 $ 10.62 $ 10.16 $ 10.22 $ 9.50 ---------- ---------- ---------- -------- -------- Income (loss) from investment operations: Net investment income (loss)(c) 0.31 0.31 0.36 0.35 0.38 Net gain (loss) on securities (realized and unrealized) (0.13) (0.02) 0.57 (0.05) 0.71 ---------- ---------- ---------- -------- -------- Total from investment operations 0.18 0.29 0.93 0.30 1.09 ---------- ---------- ---------- -------- -------- Less distributions: Dividends from net investment income (0.30) (0.32) (0.35) (0.36) (0.37) Distributions from realized gains - - (0.12) - - ---------- ---------- ---------- -------- -------- Total distributions (0.30) (0.32) (0.47) (0.36) (0.37) ---------- ---------- ---------- -------- -------- Net asset value, end of period $ 10.47 $ 10.59 $ 10.62 $ 10.16 $ 10.22 ========== ========== ========== ======== ======== TOTAL RETURN(a) 1.72% 2.82% 9.37% 2.91% 11.79% RATIOS/SUPPLEMENTAL DATA ---------- ---------- ---------- -------- -------- Net assets, end of period (in thousands) $ 717 $ 926 $ 1,630 $ 1,766 $ 1,605 ---------- ---------- ---------- -------- -------- Ratios to average net assets: Net investment income (loss) 2.91% 2.88% 3.34% 3.45% 3.85% Total expenses 1.75% 1.76% 1.75% 1.74% 1.75% Gross expenses(b) 2.36% 2.08% 2.01% 1.93% 1.96% Net expenses(d) 1.75% 1.75% 1.75% 1.74% 1.75% ---------- ---------- ---------- -------- -------- Portfolio turnover rate 17% 57% 50% 54% 52% ---------- ---------- ---------- -------- -------- See accompanying notes. 8 Financial Highlights Selected data for each share of capital stock SECURITY outstanding throughout each period MUNICIPAL BOND FUND (a) Total return information does not take into account any charges paid at time of purchase or contingent deferred sales charge paid at time of redemption. (b) Gross expense information reflects expense ratios absent fund expense reductions by the Investment Manager. (c) Net investment income was computed using the average month-end shares outstanding throughout the period. (d) Net expense information reflects expense ratios after expense reductions or fee waivers and reduction of custodian expenses. See accompanying notes. 9 SECURITY INCOME FUND MANAGERS' COMMENTARY DIVERSIFIED INCOME SERIES FEBRUARY 15, 2005 (unaudited) [SECURITY FUNDS LOGO] Advisor, Security Management Company, LLC [PHOTO OF STEVEN M. BOWSER] Stewen M. Bowser Portfolio Manager [PHOTO OF CHRISTOPHER L. PHALEN] Christopher L. Phalen Portfolio Manager TO OUR SHAREHOLDERS: December 31, 2004 marked the fifth consecutive year in which the fixed income markets produced positive returns for investors. 2004 will be recalled as a solid year for bonds, despite the predictions of higher interest rates from most prognosticators in January. The equity market outpaced bonds for the second consecutive year, but bonds have outperformed equities during this half-decade by more than 12% - the first time since the early 1970s. The Diversified Income Series advanced 3.37% for the year 2004.(1) The benchmark Lehman Brothers Aggregate Bond Index gained 4.34% over the same period. FIXED INCOME PERFORMANCE IN 2004 Action from the Federal Reserve's Open Market Committee (FOMC) became apparent the last half of 2004, as they raised short-term interest rates by 125 basis points (in 25 basis point increments) over the course of five meetings. Despite this fact, the overall yield curve actually flattened (short rates increased while the longer rates fell), enabling fixed income portfolios to continue to provide positive returns. 2004 will be remembered as the "bearish bond market that never came." The top investment grade fixed income performers of 2005 were corporate bonds, followed closely by mortgage-backed securities. The majority of the negative variance from the benchmark by the Series can be attributed to the flattening of the yield curve. The Series was overweight in the intermediate part of the curve, namely the 5- to 10-year maturity range, due to overweight allocations to corporate bonds and mortgage-backed securities. Portfolios that are "barbelled," or more concentrated in the "tails" of the curve, namely the shorter 2-year and longer 30-year bonds perform much better in flattening scenarios. Portfolios of more intermediate maturities suffer performance in these instances and the Series was no different. The Series held an over weight position of corporate bonds and mortgage-backed securities in 2004 due to the expectations of rising interest rates. These securities have additional yield, or "spread" versus U.S. Treasuries and are more able to offset the negative impact of a rising interest rate environment. However, the rise in interest rates only affected the shortest part of the yield curve and not the longer maturities. These issues continued to outperform through this period. The Series did not contain enough of the longer maturity bonds versus the index - as we felt the impending rise in interest rates would negatively impact these issues. But as said before, the bear market never materialized in the magnitude we expected. THE COMPOSITION OF PORTFOLIO ASSETS At the end of the year, the Diversified Income Series held 47% mortgage-backed securities, 31% investment grade corporate issues, 5% U.S. Treasury issues, 16% Federal agency securities, and 0% cash. This represents an overweight position in corporate bonds and mortgage backed securities, and an underweight position in U.S. Treasuries. OUTLOOK FOR 2005 Overall, the economic indicators point to a relatively positive year in 2005 for the U.S. economy. We continue to expect the U.S. economy to grow at a healthy rate (consensus 3.6% GDP growth) and the Federal Reserve should continue to increase interest rates in order to control inflation. We also expect corporate profitability to remain positive, although we expect the growth rate will slow. The positive outlook for the economy is not without some risks. Investors remain concerned about foreign countries financing our trade deficit, our government budget deficit, potential fall in the dollar and the debt burden of the average consumer. In this environment, our strategy is expected to continue focusing on overweighting corporate bonds and mortgage-backed securities to take advantage of their yield advantage over U.S. treasuries. The one caveat we have with this strategy is that the current valuation of corporate bonds is relatively high (or in other words - overvalued), so a reduction to this allocation may be in order at some point during the year. We plan to maintain a duration less than the benchmark due to the continued concern with rising interest rates. Sincerely, Steven M. Bowser and Christopher L. Phalen Portfolio Managers (1)Performance figures are based on Class A shares and do not reflect deduction of the sales charges or taxes that a shareholder would pay on distributions or the redemption of fund shares. Fee waivers and/or reimbursements reduced fund expenses and in the absence of such waivers, the performance quoted would be less. 10 SECURITY INCOME FUND Managers' Commentary DIVERSIFIED INCOME SERIES February 15, 2005 (unaudited) PERFORMANCE DIVERSIFIED INCOME SERIES VS. LEHMAN BROTHERS AGGREGATE BONDS INDEX [PERFORMANCE GRAPH] DIVERSIFIED INCOME INVESTMENT INFORMATION DATE value - ---------- --------- LEHMAN BROTHERS AGGREGATE BOND INDEX 12/31/94 10,000.00 3/31/95 10,504.40 6/30/95 11,144.44 9/30/95 11,363.64 12/31/95 11,847.61 3/31/96 11,636.27 6/30/96 11,702.71 9/30/96 11,918.19 12/31/96 12,275.86 3/31/97 12,207.67 6/30/97 12,657.35 9/30/97 13,078.07 12/31/97 13,463.36 3/31/98 13,672.47 6/30/98 13,992.06 9/30/98 14,583.44 12/31/98 14,632.60 3/31/99 14,558.24 6/30/99 14,429.98 9/30/99 14,528.79 12/31/99 14,511.10 3/31/00 14,831.44 06/30/00 15,088.48 09/30/00 15,543.87 12/31/00 16,198.86 3/31/01 16,689.16 6/30/01 16,782.31 9/30/01 17,556.88 12/31/01 17,563.34 3/31/02 17,580.58 6/30/02 18,231.22 9/30/02 19,067.63 12/31/02 19,366.99 3/31/03 19,636.20 6/30/03 20,127.12 9/30/03 20,098.07 12/31/03 20,162.53 3/31/04 20,697.40 6/30/04 20,193.08 9/30/04 20,838.61 12/31/04 21,037.32 DATE value - ---------- --------- DIVERSIFIED INCOME SERIES 12/31/1994 9,525.00 3/31/1995 9,936.51 6/30/1995 10,666.03 9/29/1995 10,967.86 12/29/1995 11,594.56 3/29/1996 11,208.95 6/28/1996 11,220.89 9/30/1996 11,443.68 12/31/1996 11,738.12 3/31/1997 11,649.28 6/30/1997 12,026.13 9/30/1997 12,444.50 12/31/1997 12,815.21 3/31/1998 12,993.96 6/30/1998 13,330.74 9/30/1998 13,930.42 12/31/1998 13,978.20 3/31/1999 13,751.33 6/30/1999 13,535.58 9/30/1999 13,552.64 12/31/1999 13,472.00 3/31/2000 13,706.31 6/30/2000 13,840.62 9/29/2000 14,223.33 12/29/2000 14,773.06 3/30/2001 15,187.10 6/29/2001 15,206.12 9/28/2001 15,847.62 12/31/2001 15,852.98 3/28/2002 15,820.51 6/28/2002 16,371.37 9/30/2002 17,052.19 12/31/2002 17,283.94 3/31/2003 17,482.39 6/30/2003 17,893.43 9/30/2003 17,760.20 12/31/2003 17,753.09 3/31/2004 18,167.35 6/30/2004 17,684.03 9/30/2004 18,171.26 12/31/2004 18,351.22 DIVERSIFIED INCOME SERIES $ 18,351 LEHMAN BROTHERS AGGREGATE BOND INDEX $ 21,037 $10,000 OVER 10 YEARS This chart assumes a $10,000 investment in Class A shares of Diversified Income Series on December 31, 1994, and reflects deduction of the 4.75% sales load. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of fund shares. PORTFOLIO COMPOSITION BY QUALITY RATING (BASED ON STANDARD AND POOR'S RATINGS) AAA 67.37% AA 4.70 A 13.04 BBB 13.68 BB 0.19 B 0.18 Cash & other assets, less liabilities 0.84 AVERAGE ANNUAL RETURNS SINCE PERIODS ENDED 12-31-04 1 YEAR 5 YEARS 10 YEARS INCEPTION - ---------------------- ------ ------- -------- --------- A Shares (1.54%) 5.34% 6.28% N/A B Shares (2.40%) 5.26% 6.00% N/A C Shares 1.61% N/A N/A 5.77% (5-1-00) - ----------------- The performance data above represents past performance which is not predictive of future results. For Class A shares these figures reflect deduction of the maximum sales charge of 4.75%. For Class B shares the figures reflect deduc- tion of the maximum contingent deferred sales charge, ranging from 5% in the first year to 0% in the sixth and following years, and 1% for Class C shares. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of fund shares. Such figures would be lower if applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Fund and in the absence of such waivers, the performance quoted would be reduced. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. See accompanying notes. 11 SECURITY INCOME FUND Managers' Commentary DIVERSIFIED INCOME SERIES February 15, 2005 (unaudited) PERFORMANCE INFORMATION ABOUT YOUR SERIES EXPENSES CALCULATING YOUR ONGOING SERIES EXPENSES EXAMPLE As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2004 - December 31, 2004. ACTUAL EXPENSES The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. FUND EXPENSES BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING 07-01-04 12-31-04(1) PERIOD(2) ------------- ------------- ------------- Diversified Income Series - Class A Actual $ 1,000.00 $ 1,037.70 $ 4.87 Hypothetical 1,000.00 1,020.36 4.82 Diversified Income Series - Class B Actual 1,000.00 1,037.90 8.71 Hypothetical 1,000.00 1,016.59 8.62 Diversified Income Series - Class C Actual 1,000.00 1,034.00 8.69 Hypothetical 1,000.00 1,016.59 8.62 (1) The actual ending account value is based on the actual total return of the Series for the period July 1, 2004 to December 31, 2004 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period July 1, 2004 to December 31, 2004 was 3.77%, 3.79% and 3.40%, for Class A, B and C class shares, respectively. (2) Expenses are equal to the Series annualized expense ratio (0.95%, 1.70% and 1.70% for Class A, B and C class shares, respectively) multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). 12 SECURITY INCOME FUND Schedule of Investments DIVERSIFIED INCOME SERIES December 31, 2004 PRINCIPAL MARKET AMOUNT VALUE CORPORATE BONDS - 30.5% AIRLINES - 1.1% Delta Air Lines, Inc.: 7.779% - 2005 $ 19,000 $ 17,473 9.50% - 2008(1) 231,000 214,253 Qantas Airways, Ltd., 5.125% - 2013(1) 350,000 346,564 Southwest Airlines Company, 7.875% - 2007 450,000 492,609 ---------- 1,070,899 ---------- AUTOMOTIVE - 1.8% Ford Motor Credit Company: 6.50% - 2007 300,000 311,954 5.80% - 2009 300,000 306,643 General Motors Corporation, 8.80% - 2021 650,000 703,370 Johnson Controls, Inc., 4.875% - 2013 350,000 354,555 ---------- 1,676,522 ---------- BANKING - 3.3% BCH Cayman Islands, Ltd., 7.70% - 2006 300,000 318,415 Bank of America Corporation, 7.80% - 2010 300,000 348,870 BankBoston Capital Trust, 3.04% - 20283 700,000 675,010 Chase Capital III, 2.95% - 2027(3) 700,000 662,030 Danske Bank A/S, 7.40% - 2010(1,3) 475,000 514,359 Key Bank N.A., 7.00% - 2011 300,000 337,205 US Central Credit Union, 2.70% - 2009 295,455 289,935 ---------- 3,145,824 ---------- BROKERAGE - 1.1% Credit Suisse First Boston USA, 6.125% - 2011 300,000 327,143 Legg Mason, Inc., 6.75% - 2008 350,000 381,163 Waddell & Reed Financial, Inc., 7.50% - 2006 300,000 311,184 ---------- 1,019,490 ---------- BUILDING MATERIALS - 0.7% CRH America, Inc., 6.95% - 2012 300,000 341,956 Masco Corporation, 5.875% - 2012 300,000 321,509 ---------- 663,465 ---------- CHEMICALS - 0.9% PPG Industries, Inc., 7.40% - 2019 350,000 418,100 Pioneer Hi-Bred International, Inc., 5.75% - 2009 375,000 399,027 ---------- 817,127 ---------- CONSUMER PRODUCTS - 0.4% Newell Rubbermaid, Inc., 6.75% - 2012 300,000 341,830 ---------- DIVERSIFIED MANUFACTURING - 1.8% General Electric Company, 5.00% - 2013 300,000 307,790 Hutchison Whampoa International, Ltd., 5.45% - 2010(1) 650,000 673,191 Tyco International Group, 7.00% - 2028 350,000 406,923 United Technologies Corporation, 6.35% - 2011 300,000 334,217 ---------- 1,722,121 ---------- ELECTRIC - 1.4% Arizona Public Service Company, 6.375% - 2011 300,000 330,736 Calpine Corporation, 8.75% - 2007 25,000 21,875 Cincinnati Gas & Electric Company, 5.70% - 2012 300,000 317,829 National Rural Utilities, 5.50% - 2005 300,000 300,262 Oncor Electric Delivery Company, 6.375% - 2015 300,000 330,548 ---------- 1,301,250 ---------- ENERGY - INDEPENDENT - 0.8% Devon Financing Corporation, ULC, 6.875% - 2011 300,000 339,767 Pancanadian Petroleum, 6.30% - 2011 350,000 384,539 ---------- 724,306 ---------- ENERGY - INTEGRATED - 0.4% Conoco, Inc., 6.95% - 2029 350,000 413,299 ---------- ENTERTAINMENT - 1.3% Liberty Media Corporation, 7.875% - 2009 350,000 390,061 Time Warner, Inc., 6.875% - 2018 350,000 395,758 Viacom, Inc., 5.625% - 2007 400,000 418,200 ---------- 1,204,019 ---------- FINANCIAL COMPANIES - CAPTIVE - 0.3% General Motors Acceptance Corporation, 6.125% - 2006 300,000 307,555 ---------- FINANCIAL COMPANIES - NONCAPTIVE CONSUMER - 0.7% Countrywide Capital, 8.00% - 2026 300,000 315,205 SLM Corporation, 5.05% - 2014 325,000 326,777 ---------- 641,982 ---------- FINANCIAL COMPANIES - NONCAPTIVE DIVERSIFIED - 1.7% CIT Group, Inc., 7.625% - 2005 150,000 154,321 Core Investment Grade Trust, 4.727% - 2007 1,100,000 1,125,476 General Electric Capital Corporation, 5.875% - 2012 300,000 324,605 ---------- 1,604,402 ---------- See accompanying notes. 13 SECURITY INCOME FUND Schedule of Investments DIVERSIFIED INCOME SERIES December 31, 2004 PRINCIPAL MARKET AMOUNT VALUE CORPORATE BONDS (CONTINUED) FINANCIAL - OTHER - 0.3% Abbey National plc, 6.69% - 2005 $ 300,000 $ 307,479 ---------- FOOD & BEVERAGE - 0.4% Fosters Brewing Group, 6.875% - 2011(1) 300,000 338,495 ---------- GAMING - 0.2% Park Place Entertainment, 7.875% - 2005 175,000 181,562 ---------- HEALTH CARE - 0.4% Anthem, Inc., 6.80% - 2012 300,000 339,623 ---------- INDUSTRIAL - OTHER - 0.4% Eaton Corporation, 5.75% - 2012 325,000 350,628 ---------- INSURANCE - LIFE - 0.1% Transamerica Capital II, 7.65% - 2026(1) 100,000 112,390 ---------- INSURANCE - PROPERTY & CASUALTY - 0.5% Nationwide Mutual Insurance Company, 8.25% - 2031(1) 400,000 494,352 ---------- MEDIA - CABLE - 2.0% Comcast Corporation, 5.30% - 2014 325,000 335,177 Cox Communications, Inc., 6.40% - 2008 300,000 321,704 Cox Enterprises, Inc., 4.375% - 2008(1) 300,000 299,728 Jones Intercable, Inc., 7.625% - 2008 275,000 304,273 Lenfest Communications, Inc., 10.50% - 2006 250,000 273,523 Time Warner Entertainment, 7.25% - 2008 300,000 333,295 ---------- 1,867,700 ---------- MEDIA - NONCABLE - 0.7% Clear Channel Communications, Inc., 4.625% - 2008 300,000 304,635 Thomson Corporation, 4.75% - 2010 650,000 662,079 ---------- 966,714 ---------- PHARMACEUTICALS - 0.4% Eli Lilly & Company, 7.125% - 2025 300,000 362,585 ---------- PIPELINES - 1.4% Consolidated Natural Gas Company, 6.625% - 2013 350,000 390,801 Duke Energy Field Services Corporation, 7.50% - 2005 300,000 307,926 Express Pipeline LP, 6.47% - 2013(1) 286,933 297,395 Kinder Morgan Energy, 7.50% - 2010 300,000 346,790 ---------- 1,342,912 ---------- RAILROADS - 0.8% Canadian National Railway Company, 6.25% - 2034 700,000 757,438 ---------- REAL ESTATE INVESTMENT TRUSTS - 0.7% Reckson Operating Partnership, 5.15% - 2011 700,000 706,049 ---------- RETAILERS - 0.8% May Department Stores Company, 3.95% - 2007 350,000 350,591 Tandy Corporation, 6.95% - 2007 400,000 432,886 ---------- 783,477 ---------- SERVICES - 0.2% American Eco Corporation, 9.625% - 2008*(4,5) 25,000 - MasTec, Inc., 7.75% - 2008 150,000 145,875 ---------- 145,875 ---------- SUPERMARKETS - 0.5% Safeway, Inc., 6.50% - 2008 400,000 433,144 ---------- TECHNOLOGY - 0.8% Pitney Bowes, Inc., 5.875% - 2006 350,000 361,152 Science Applications International Corporation, 7.125% - 2032 300,000 353,366 ---------- 714,518 ---------- TELECOMMUNICATIONS - WIRELESS - 0.6% America Movil S.A. de C.V., 5.50% - 2014 250,000 246,976 Vodafone Airtouch, 7.625% - 2005 350,000 352,041 ---------- 599,017 ---------- TRANSPORTATION SERVICES - 1.6% Erac USA Finance Company: 7.35% - 20081 350,000 386,656 6.70% - 20341 1,000,000 1,086,068 ---------- 1,472,724 ---------- TOTAL CORPORATE BONDS (cost $27,505,034) 28,930,773 ---------- MORTGAGE BACKED SECURITIES - 47.3% U.S. GOVERNMENT SPONSORED AGENCIES - 43.4% Federal Home Loan Mortgage Corporation: #E01378, 5.00% - 2018 2,152,943 2,188,126 #E01488, 5.00% - 2018 1,645,606 1,672,498 #E01538, 5.00% - 2018 1,705,091 1,732,956 #C44050, 7.00% - 2030 43,346 45,955 #C01172, 6.50% - 2031 81,077 85,096 #C01210, 6.50% - 2031 89,916 94,439 #C50964, 6.50% - 2031 82,397 86,481 #C50967, 6.50% - 2031 34,290 36,015 #C01277, 7.00% - 2031 165,078 174,878 #C01292, 6.00% - 2032 318,853 329,834 #C62801, 6.00% - 2032 195,333 202,060 #C01287, 6.50% - 2032 236,126 247,830 #C76358, 5.00% - 2033 1,508,871 1,502,977 #C78238, 5.50% - 2033 1,548,679 1,574,721 #A16943, 6.00% - 2033 1,528,715 1,579,877 #G08014, 5.00% - 2034 1,987,609 1,975,127 #G08015, 5.50% - 2034 1,966,702 1,999,216 #A17903, 6.00% - 2034 1,573,609 1,626,354 See accompanying notes. 14 SECURITY INCOME FUND Schedule of Investments DIVERSIFIED INCOME SERIES December 31, 2004 PRINCIPAL MARKET AMOUNT VALUE MORTGAGE BACKED SECURITIES (CONTINUED) Federal National Mortgage Association: #2544732, 5.50% - 2017 $ 1,871,207 $ 1,935,946 #720714, 4.50% - 2018 1,674,050 1,672,491 #750465, 5.00% - 2018 1,711,930 1,740,968 #780952, 4.00% - 2019 2,015,164 1,968,452 #252806, 7.50% - 2029 60,845 65,216 #252874, 7.50% - 2029 55,394 59,373 #535277, 7.00% - 2030 52,713 55,859 #190307, 8.00% - 2030 33,179 35,976 #253356, 8.00% - 2030 40,398 43,804 #541735, 8.00% - 2030 34,447 37,351 #585348, 6.50% - 2031 69,128 72,520 #254477, 5.50% - 2032 728,688 740,180 #254198, 6.00% - 2032 459,515 475,405 #254377, 6.00% - 2032 629,912 652,215 #666750, 6.00% - 2032 678,934 702,412 #254346, 6.50% - 2032 247,166 259,294 #545691, 6.50% - 2032 332,482 348,795 #659790, 6.50% - 2032 263,932 277,028 #640008, 7.00% - 2032 173,692 184,057 #702879, 5.00% - 2033 1,671,734 1,661,927 #709805, 5.00% - 2033 1,397,116 1,388,920 #688328, 5.50% - 2033 1,276,270 1,296,794 #689108, 5.50% - 2033 744,500 756,960 #709748, 5.50% - 2033 1,627,996 1,655,243 #713971, 5.50% - 2033 1,462,650 1,486,171 #754903, 5.50% - 2033 1,428,454 1,450,383 #725033, 6.00% - 2034 1,294,717 1,339,370 #255554, 5.50% - 2035 1,600,000 1,625,290 ---------- 41,142,840 ---------- U.S. GOVERNMENT AGENCY SECURITIES - 1.9% Government National Mortgage Association: #313107, 7.00% - 2022 132,609 140,923 #328618, 7.00% - 2022 21,025 22,344 #352022, 7.00% - 2023 65,602 69,716 #369303, 7.00% - 2023 66,932 71,129 #347017, 7.00% - 2024 54,436 57,849 #371006, 7.00% - 2024 33,830 35,952 #371012, 7.00% - 2024 49,211 52,296 #780454, 7.00% - 2026 83,747 88,998 #464356, 6.50% - 2028 67,258 70,816 #462680, 7.00% - 2028 58,402 62,064 #518436, 7.25% - 2029 52,433 56,020 #491492, 7.50% - 2029 59,528 63,930 #510704, 7.50% - 2029 72,627 77,998 #781079, 7.50% - 2029 32,554 34,961 #479229, 8.00% - 2030 24,853 26,966 #479232, 8.00% - 2030 35,199 38,192 #508342, 8.00% - 2030 69,483 75,391 #538285, 6.50% - 2031 98,425 103,632 #564472, 6.50% - 2031 211,920 223,278 #552324, 6.50% - 2032 168,993 177,933 II #1260, 7.00% - 2023 13,373 14,166 II #1849, 8.50% - 2024 8,848 9,623 II #2320, 7.00% - 2026 31,616 33,490 II #2270, 8.00% - 2026 26,179 28,291 II #2445, 8.00% - 2027 30,525 32,987 II #2689, 6.50% - 2028 41,643 43,755 II #2616, 7.00% - 2028 41,083 43,517 II #2909, 8.00% - 2030 37,874 40,929 ------------- 1,797,146 ------------- NON-AGENCY SECURITIES - 2.0% Chase Commercial Mortgage Securities Corporation: 1997-1 B, 7.37% - 2007 CMO 1,500,000 1,612,444 1998-1 B, 6.56% - 2008 CMO 225,000 244,195 Global Rate Eligible Asset Trust 1998-A, 7.33% - 2006(5) 41,815 - ------------- 1,856,639 ------------- TOTAL MORTGAGE BACKED SECURITIES (cost $44,467,996) 44,796,625 ------------- U.S. GOVERNMENT SPONSORED AGENCY BONDS & NOTES - 16.3% Federal Farm Credit Bank, 5.45% - 2013 1,000,000 1,066,833 Federal Home Loan Bank: 2.50% - 2006 1,000,000 993,414 6.375% - 2006 800,000 840,009 Federal Home Loan Mortgage Corporation: 2.850% - 2007 2,000,000 1,977,978 6.625% - 2009 1,000,000 1,118,341 Federal National Mortgage Association: 7.49% - 2005 285,000 287,263 7.65% - 2005 250,000 252,393 7.875% - 2005 500,000 503,778 3.00% - 2006(2) 1,800,000 1,802,032 6.00% - 2008 400,000 430,416 6.375% - 2009 1,500,000 1,654,939 6.625% - 2009 1,000,000 1,116,574 5.50% - 2011 1,000,000 1,072,351 7.00% - 2020 76,594 79,841 6.625% - 2030 250,000 297,916 7.125% - 2030 1,000,000 1,257,867 Financing Corporation, 9.65% - 2018 500,000 733,521 ---------- 15,485,466 ---------- TOTAL U.S. GOVERNMENT SPONSORED AGENCY BONDS & NOTES (cost $14,481,965) 15,485,466 See accompanying notes. 15 SECURITY INCOME FUND Schedule of Investments DIVERSIFIED INCOME SERIES December 31, 2004 PRINCIPAL MARKET AMOUNT VALUE U.S. GOVERNMENT SECURITIES - 5.1% U.S. Treasury Bond, 5.375% - 2031 $ 1,000,000 $ 1,081,328 U.S. Treasury Notes: 4.625% - 2006 1,000,000 1,023,047 6.25% - 2007 1,500,000 1,596,563 6.50% - 2010 1,000,000 1,132,148 ------------- 4,833,086 ------------- TOTAL U.S. GOVERNMENT SECURITIES (cost $4,582,921) 4,833,086 ------------- TOTAL INVESTMENTS - 99.2% (cost $91,037,916) 94,045,950 CASH & OTHER ASSETS, LESS LIABILITIES - 0.8% 796,527 ------------- TOTAL NET ASSETS - 100.0% $ 94,842,477 ============= For federal income tax purposes, the identified cost of investments owned at December 31, 2004 was $92,429,103. *Non-income producing security CMO (Collateralized Mortgage Obligation) plc (public limited company) (1) Security is a 144A series. The total market value of 144A securities is $4,763,450 (cost $4,480,770), or 5.0% of total net assets. (2) Security is a step bond. Rate indicated is rate effective at December 31, 2004. (3) Variable rate security. Rate indicated is rate effective December 31, 2004. (4) Security is in default due to bankruptcy. (5) Security is fair valued by the Board of Directors. The total market value of fair valued securities amounts to $0, or 0.0% or net assets. See accompanying notes. 16 SECURITY INCOME FUND DIVERSIFIED INCOME SERIES Statement of Assets and Liabilities December 31, 2004 ASSETS: Investments, at value1.......................... $ 94,045,950 Receivables: Fund shares sold............................. 33,177 Interest..................................... 908,321 Prepaid expenses ............................... 19,365 -------------- Total assets.................................... 95,006,813 -------------- LIABILITIES: Cash overdraft.................................. 23,265 Payable for: Fund shares redeemed......................... 6,193 Management fees.............................. 29,106 Custodian fees .............................. 575 Transfer agent and administration fees ...... 29,609 Professional fees............................ 7,792 12b-1 distribution plan fees................. 59,235 Other........................................ 8,561 -------------- Total liabilities............................... 164,336 -------------- NET ASSETS...................................... $ 94,842,477 ============== NET ASSETS CONSIST OF: Paid in capital................................. $ 99,860,407 Accumulated net investment loss................. (552,162) Accumulated net realized loss on sales of investments...................... (7,473,802) Net unrealized appreciation in value of investments...................... 3,008,034 -------------- Net assets ..................................... $ 94,842,477 ============== CLASS A: Capital shares outstanding (unlimited number of shares authorized)...... 15,830,988 Net assets...................................... $ 75,292,299 Net asset value and redemption price per share.................................... $ 4.76 ============== Offering price per share (net asset value divided by 95.25%)........................... $ 5.00 ============== CLASS B: Capital shares outstanding (unlimited number of shares authorized)...... 3,025,479 Net assets...................................... $ 14,331,453 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)............ $ 4.74 ============== CLASS C: Capital shares outstanding (unlimited number of shares authorized)...... 1,103,746 Net assets...................................... $ 5,218,725 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)............ $ 4.73 ============== (1)Investments, at cost......................... $ 91,037,916 Statement of Operations For the Year Ended December 31, 2004 INVESTMENT INCOME: Dividends.................................. $ 17,625 Interest................................... 4,869,531 ------------- Total investment income.................... 4,887,156 ------------- EXPENSES: Management fees............................ 333,499 Custodian fees............................. 8,022 Transfer/maintenance fees.................. 258,403 Administration fees........................ 95,497 Directors' fees ........................... 3,581 Professional fees ......................... 13,549 Reports to shareholders.................... 13,057 Registration fees.......................... 39,104 Other expenses............................. 6,463 12b-1 distribution plan fees - Class A .... 191,789 12b-1 distribution plan fees - Class B .... 131,240 12b-1 distribution plan fees - Class C .... 54,462 ------------- Total expenses............................. 1,148,666 Less: Reimbursement of expenses - Class A (83,897) Reimbursement of expenses - Class B (14,435) Reimbursement of expenses - Class C (5,875) ------------- Net expenses............................... 1,044,459 ------------- Net investment income...................... 3,842,697 ------------- NET REALIZED AND UNREALIZED GAIN (LOSS): Net realized loss during the period on Investments................................ (173,715) ------------- Realized loss.............................. (173,715) ------------- Net change in unrealized depreciation during the period on Investments........... (689,342) ------------- Unrealized depreciation.................... (689,342) ------------- Net loss................................... (863,057) ------------- Net increase in net assets resulting from operations................ $ 2,979,640 ============= See accompanying notes. 17 SECURITY INCOME FUND Statement of Changes in Net Assets DIVERSIFIED INCOME SERIES YEAR ENDED YEAR ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income.................................................... $ 3,842,697 $ 3,931,606 Net realized gain (loss) during the period on investments................ (173,715) 130,607 Net change in unrealized depreciation during the period on investments... (689,342) (1,568,329) ----------------- ----------------- Net increase in net assets resulting from operations..................... 2,979,640 2,493,884 ----------------- ----------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income Class A............................................................... (3,473,423) (3,217,166) Class B............................................................... (504,874) (657,724) Class C............................................................... (207,103) (217,243) ----------------- ----------------- Total distributions to shareholders...................................... (4,185,400) (4,092,133) ----------------- ----------------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares Class A............................................................... 20,132,166 67,407,259 Class B............................................................... 6,958,364 7,584,770 Class C............................................................... 1,459,722 4,528,548 Distributions reinvested Class A............................................................... 2,998,350 2,656,615 Class B............................................................... 473,120 619,506 Class C............................................................... 192,657 201,205 Cost of shares redeemed Class A............................................................... (24,824,137) (59,426,786) Class B............................................................... (5,835,767) (15,368,517) Class C............................................................... (2,198,352) (3,667,625) ----------------- ----------------- Net increase (decrease) from capital share transactions.................. (643,877) 4,534,975 ----------------- ----------------- Net increase (decrease) in net assets.................................... (1,849,637) 2,936,726 ----------------- ----------------- NET ASSETS: Beginning of period...................................................... 96,692,114 93,755,388 ----------------- ----------------- End of period............................................................ $ 94,842,477 $ 96,692,114 ================= ================= Accumulated net investment loss at end of period......................... $ (552,162) $ (56,124) ================= ================= CAPITAL SHARE ACTIVITY: Shares sold Class A............................................................... 4,206,848 13,817,711 Class B............................................................... 1,459,436 1,553,908 Class C............................................................... 307,396 929,547 Shares reinvested Class A............................................................... 629,350 546,822 Class B............................................................... 99,693 127,876 Class C............................................................... 40,652 41,662 Shares redeemed Class A............................................................... (5,170,948) (12,185,960) Class B............................................................... (1,220,488) (3,171,755) Class C............................................................... (462,503) (759,585) See accompanying notes. 18 Financial Highlights SECURITY INCOME FUND DIVERSIFIED INCOME SERIES Selected data for each share of capital stock outstanding throughout each period YEAR ENDED DECEMBER 31, CLASS A 2004 2003 2002 2001(g) 2000(e) - ------------------------------------------------------ -------- ------- -------- ------- ------------ PER SHARE DATA Net asset value, beginning of period $ 4.82 $ 4.90 $ 4.73 $ 4.66 $ 4.52 -------- ------- -------- ------- ------------ Income (loss) from investment operations: Net investment income (loss)(c) 0.20 0.20 0.24 0.26 0.28 Net gain (loss) on securities (realized and unrealized) (0.04) (0.07) 0.18 0.07 0.14 -------- ------- -------- ------- ------------ Total from investment operations 0.16 0.13 0.42 0.33 0.42 -------- ------- -------- ------- ------------ Less distributions: Dividends from net investment income (0.22) (0.21) (0.25) (0.26) (0.28) Distributions from realized gains - - - - - -------- ------- -------- ------- ------------ Total distributions (0.22) (0.21) (0.25) (0.26) (0.28) -------- ------- -------- ------- ------------ Net asset value, end of period $ 4.76 $ 4.82 $ 4.90 $ 4.73 $ 4.66 ======== ======= ======== ======= ============ TOTAL RETURN(a) 3.37% 2.72% 9.04% 7.33% 9.68% -------- ------- -------- ------- ------------ RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 75,292 $77,950 $ 68,489 $59,168 $ 63,293 -------- ------- -------- ------- ------------ Ratios to average net assets: Net investment income (loss) 4.18% 4.17% 4.98% 5.57% 6.18% Total expenses 0.95% 0.95% 0.95% 0.95% 0.96% Gross expenses(b) 1.06% 1.04% 1.02% 1.04% 1.19% Net expenses(d) 0.95% 0.95% 0.95% 0.95% 0.96% -------- ------- -------- ------- ------------ Portfolio turnover rate 44% 45% 33% 38% 71% YEAR ENDED DECEMBER 31, CLASS B 2004 2003 2002 2001(g) 2000(e) - ------------------------------------------------------ -------- ------- -------- ------- ------------ PER SHARE DATA Net asset value, beginning of period $ 4.80 $ 4.88 $ 4.71 $ 4.65 $ 4.51 -------- ------- -------- ------- ------------ Income (loss) from investment operations: Net investment income (loss)(c) 0.16 0.17 0.20 0.22 0.23 Net gain (loss) on securities (realized and unrealized) (0.04) (0.08) 0.18 0.07 0.16 -------- ------- -------- ------- ------------ Total from investment operations 0.12 0.09 0.38 0.29 0.39 -------- ------- -------- ------- ------------ Less distributions: Dividends from net investment income (0.18) (0.17) (0.21) (0.23) (0.25) Distributions from realized gains - - - - - -------- ------- -------- ------- ------------ Total distributions (0.18) (0.17) (0.21) (0.23) (0.25) -------- ------- -------- ------- ------------ Net asset value, end of period $ 4.74 $ 4.80 $ 4.88 $ 4.71 $ 4.65 ======== ======= ======== ======= ============ TOTAL RETURN(a) 2.60% 1.96% 8.29% 6.36% 8.89% -------- ------- -------- ------- ------------ RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 14,331 $12,902 $ 20,365 $13,685 $ 13,850 -------- ------- -------- ------- ------------ Ratios to average net assets: Net investment income (loss) 3.43% 3.43% 4.22% 4.83% 5.40% Total expenses 1.70% 1.70% 1.70% 1.70% 1.71% Gross expenses(b) 1.81% 1.79% 1.77% 1.79% 2.02% Net expenses(d) 1.70% 1.70% 1.70% 1.70% 1.71% -------- ------- -------- ------- ------------ Portfolio turnover rate 44% 45% 33% 38% 71% -------- ------- -------- ------- ------------ See accompanying notes. 19 Financial Highlights SECURITY INCOME FUND DIVERSIFIED INCOME SERIES Selected data for each share of capital stock outstanding throughout each period YEAR ENDED, DECEMBER 31, CLASS C 2004 2003 2002(h) 2001(g) 2000(f) - ------------------------------------------------------- -------- ------- -------- ------- ------------ PER SHARE DATA Net asset value, beginning of period $ 4.79 $ 4.87 $ 4.70 $ 4.65 $ 4.42 -------- ------- -------- ------- ------------ Income (loss) from investment operations: Net investment income (loss)(c) 0.16 0.17 0.19 0.21 0.21 Net gain (loss) on securities (realized and unrealized) (0.04) (0.07) 0.19 0.08 0.19 -------- ------- -------- ------- ------------ Total from investment operations 0.12 0.10 0.38 0.29 0.40 -------- ------- -------- ------- ------------ Less distributions: Dividends from net investment income (0.18) (0.18) (0.21) (0.24) (0.17) Distributions from realized gains - - - - - -------- ------- -------- ------- ------------ Total distributions (0.18) (0.18) (0.21) (0.24) (0.17) -------- ------- -------- ------- ------------ Net asset value, end of period $ 4.73 $ 4.79 $ 4.87 $ 4.70 $ 4.65 ======== ======= ======== ======= ============ TOTAL RETURN(a) 2.61% 1.98% 8.30% 6.30% 7.88% -------- ------- -------- ------- ------------ RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 5,219 $ 5,840 $ 4,901 $ 1,760 $ 442 -------- ------- -------- ------- ------------ Ratios to average net assets: Net investment income (loss) 3.43% 3.42% 4.18% 4.84% 5.32% Total expenses 1.70% 1.70% 1.70% 1.69% 1.67% Gross expenses(b) 1.81% 1.80% 1.77% 1.79% 1.84% Net expenses(d) 1.70% 1.70% 1.70% 1.69% 1.67% -------- ------- -------- ------- ------------ Portfolio turnover rate 44% 45% 33% 38% 40% (a) Total return information does not take into account any charges paid at time of purchase or contingent deferred sales charge paid at time of redemption. (b) Gross expense information reflects expense ratios absent fund expense reductions by the Investment Manager. (c) Net investment income was computed using the average month-end shares outstanding throughout the period. (d) Net expense information reflects expense ratios after expense reductions or fee waivers and reduction to custodian expenses. (e) Portfolio turnover calculation excludes the portfolio investments in the Limited Maturity Series and Corporate Bond Series prior to merger. (f) Class C shares were initially offered for sale on May 1, 2000. Percentage amounts for the period, except for total return, have been annualized. (g) As required, effective January 1, 2001, the Series adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on fixed income securities. The effect of this change for the period ended December 31, 2001 was to decrease net investment income per share by less than 1/2 of a cent, increase net realized and unrealized gains and losses by less than 1/2 of a cent and increase the ratio of net investment income to average net assets from 0.01% to 0.18%. Per share, ratios and supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (h) The financial highlights for Class C shares exclude the historical financial highlights of Class S shares. Class S shares were exchanged for Class C shares on June 3, 2002. See accompanying notes. 20 SECURITY INCOME FUND Manager's Commentary HIGH YIELD SERIES February 15, 2005 (unaudited) - -------------------------------------------------------------------------------- [SECURITY FUNDS LOGO] Advisor, Security Management Company, LLC [PHOTO OF DAVID TOUSSAINT PORTFOLIO MANAGER] TO OUR SHAREHOLDERS: The high yield market's strong momentum from 2003 carried over into 2004 helping the market to record another year of double-digit returns. The U.S. economic expansion continued and corporate profits improved which helped push corporate default rates lower. The high yield market, as measured by the Lehman Brothers High Yield Index, was able to produce an 11.10% return for the year and was able to outperform most equity indices for the fifth straight year. The High Yield Series was up 10.96%.1 CONTINUED STRONG PERFORMANCE IN 2004 For the year, high yield bonds significantly outperformed other fixed income asset class returns with government bonds at 3.5%, higher quality corporate bonds at 5.2%, and leveraged bank loans at 4.6%. Despite the interest rate moves by the Fed during the year, investors continued to have a strong appetite for risk as they reached for higher yielding investments. The lower quality CCC-rated bonds, coming of a very strong 2003, continued to do well and after having a strong fourth quarter, were able to outperform the higher quality BB-rated bonds by 4.2% for the year. During the second half of 2004, the High Yield Series moved to an overweight of lower quality rated bonds to enhance the yield and to take advantage of the healthy economy and declining corporate default rate. Over the past few years, lower rated bonds have become a larger part of the market and the four largest issuers in the high yield index are CCC-rated. The high yield corporate default rate, after peaking in January 2002 at 11.6%, finished the year at 2.7%, down from 5.4% in January 2004. The dramatic decline in the default rate has caused bond yield spreads over Treasuries to fall significantly, thereby causing bond prices to increase and resulting in higher returns. High yield corporate bond spreads tightened throughout the year and were within reach of historic lows at year end. SEARCH FOR YIELD PROVES SUCCESSFUL The Series move to overweight lower quality issues helped the series to perform well. The Series typically invests in higher quality bonds but with the improving economy, a short-term overweight to lower quality proved to be successful. One component of this overweight was the Series exposure to the metals sector. One holding in particular, AK Steel, contributed significantly to returns by producing a 26% return as steel prices appreciated sharply due to strong demand from China. Another contributor to performance was the Series holdings in lower quality companies in the energy sector. As oil prices rose, companies such as El Paso, an exploration and production company, and Petro Geo, an oilfield services company, returned 18% and 14%, respectively. Another successful strategy during the year was to invest in industrial companies such as Goodyear Tire and Shaw Group. As the economy gained strength, so did these companies. Finally, Nextel Communications, a holding for the past five years, continued to perform well in 2004 by returning 18%, capped off with its announcement near year end that it was being acquired by Sprint Corporation. CHEMICAL UNDERWEIGHT AND DEFENSIVE HOLDINGS SLIGHTLY UNDERPERFORMED MARKET The Series biggest detractor from performance was its underweight to the chemical sector. The rising oil and natural gas prices did not hurt the chemical companies as they were able to pass on their higher input costs to customers by raising prices. Another factor dampening performance was the Series investment in lower yielding securities such as shorter maturity bonds and cash holdings. The Series was positioned for increases in yields on longer dated Treasuries. This did not come to fruition so the lower yields on these securities caused them to underperform the overall market. OUTLOOK AND STRATEGY FOR 2005 For 2005, the economy is expected to maintain its current growth rate and the corporate default rate is expected to decline further to below 2% by mid-2005, which is expected to mark the bottom of the credit cycle. Default rates are expected to trend upward thereafter, and are forecasted to end 2005 around 2.7%. Therefore, the search for yield through the lower quality credits is expected to continue in the short term. However, we believe the amount of lower quality issuance over the last two years may cause the default rate to increase modestly into 2006. With this in mind, the Series may move back into higher quality corporate bonds later in 2005. Sincerely, David Toussaint Portfolio Manager (1) Performance figures are based on Class A shares and do not reflect deduction of sales charge or taxes a shareholder would pay on distributions or redemptions of shares. 21 SECURITY INCOME FUND Manager's Commentary HIGH YIELD SERIES February 15, 2005 (unaudited) PERFORMANCE HIGH YIELD SERIES VS. LEHMAN BROTHERS HIGH YIELD INDEX [PERFORMANCE GRAPH] HIGH YIELD INVESTMENT INFORMATION DATE value - ---------- --------- LEHMAN BROTHERS HIGH YIELD VALUE INDEX 8/5/96 10,000.00 9/30/96 10,351.60 12/31/96 10,713.39 3/31/97 10,833.03 6/30/97 11,336.46 9/30/97 11,851.52 12/31/97 12,081.46 3/31/98 12,487.78 6/30/98 12,625.65 9/30/98 12,050.69 12/31/98 12,307.03 3/31/99 12,533.43 6/30/99 12,566.52 9/30/99 12,386.91 12/31/99 12,589.80 3/31/00 12,295.73 06/30/00 12,437.20 09/30/00 12,507.18 12/31/00 11,851.92 3/31/01 12,604.41 6/30/01 12,317.36 9/30/01 11,796.11 12/31/01 12,477.29 3/31/02 12,687.30 6/30/02 11,878.19 9/30/02 11,529.80 12/31/02 12,306.90 3/31/03 13,243.88 6/30/03 14,581.95 9/30/03 14,985.63 12/31/03 15,871.49 3/31/04 16,243.91 6/30/04 16,087.61 9/30/04 16,867.08 12/31/04 17,639.12 DATE value - ---------- --------- HIGH YIELD SERIES 8/6/1996 9,525.00 9/30/1996 9,781.13 12/31/1996 10,019.35 3/31/1997 10,194.64 6/30/1997 10,599.53 9/30/1997 11,003.32 12/31/1997 11,278.65 3/31/1998 11,641.71 6/30/1998 11,747.59 9/30/1998 11,547.45 12/31/1998 11,835.90 3/31/1999 11,951.34 6/30/1999 11,911.59 9/30/1999 11,778.78 12/31/1999 11,770.53 3/31/2000 11,539.45 6/30/2000 11,534.45 9/29/2000 11,686.67 12/29/2000 11,408.90 3/30/2001 11,935.96 6/29/2001 11,704.42 9/28/2001 11,206.81 12/31/2001 11,966.49 3/28/2002 12,272.56 6/28/2002 11,738.61 9/30/2002 11,178.30 12/31/2002 11,764.15 3/31/2003 12,300.92 6/30/2003 13,392.56 9/30/2003 13,729.67 12/31/2003 14,307.86 3/31/2004 14,653.42 6/30/2004 14,531.64 9/30/2004 15,105.25 12/31/2004 15,874.54 High Yield Series $15,875 Lehman Brothers High Yield Index $17,639 $10,000 OVER 10 YEARS This chart assumes a $10,000 investment in Class A shares of High Yield Series on August 15, 1996 (date of inception), and reflects deduction of the 4.75% sales load. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of fund shares. PORTFOLIO COMPOSITION BY QUALITY RATING (BASED ON STANDARD AND POOR'S RATINGS) BBB 0.97% BB 21.58 B 49.93 CCC 12.46 CC 1.56 NR 6.60 Preferred Stocks 0.50 Common Stocks 3.10 Cash & Other assets, less liabilities 3.30 AVERAGE ANNUAL RETURNS PERIODS ENDED 12-31-04 SINCE 1 YEAR 5 YEARS INCEPTION ------ ------- ---------- A Shares 5.66% 5.17% 5.68% B Shares 5.09% 5.06% 5.49% C Shares 9.12% N/A 6.37% (5-1-00) - ---------------- The performance data above represents past performance which is not predictive of future results. For Class A shares these figures reflect deduction of the maximum sales charge of 4.75%. For Class B shares the figures reflect deduction of the maximum contingent deferred sales charge, ranging from 5% in the first year to 0% in the sixth and following years, and 1% for Class C shares. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of fund shares. Such figures would be lower if applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waivers, the performance quoted would be reduced. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. See accompanying notes. 22 SECURITY INCOME FUND Manager's Commentary HIGH YIELD SERIES February 15, 2005 (unaudited) PERFORMANCE INFORMATION ABOUT YOUR SERIES EXPENSES CALCULATING YOUR ONGOING SERIES EXPENSES EXAMPLE As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2004 - December 31, 2004. ACTUAL EXPENSES The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. FUND EXPENSES BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING 07-01-04 12-31-04(1) PERIOD(2) ------------- ------------- ------------- High Yield Series - Class A Actual $1,000.00 $1,092.50 $ 8.15 Hypothetical 1,000.00 1,017.34 7.86 --------- --------- --------- High Yield Series - Class B Actual 1,000.00 1,089.00 12.08 Hypothetical 1,000.00 1,013.57 11.64 --------- --------- --------- High Yield Series - Class C Actual 1,000.00 1,088.40 12.07 Hypothetical 1,000.00 1,013.57 11.64 (1) The actual ending account value is based on the actual total return of the Series for the period July 1, 2004 to December 31, 2004 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period July 1, 2004 to December 31, 2004 was 9.25%, 8.90% and 8.84%, for Class A, B and C class shares, respectively. (2) Expenses are equal to the Series annualized expense ratio (1.55%, 2.30% and 2.30% for Class A, B and C class shares, respectively) multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). 23 Schedule of Investments SECURITY INCOME FUND December 31, 2004 HIGH YIELD SERIES PRINCIPAL AMOUNT OR NUMBER MARKET OF SHARES VALUE CONVERTIBLE BONDS - 7.8% AIRLINES - 2.2% Continental Airlines, Inc., 4.50% - 2007 $ 1,175,000 $ 984,062 ---------- AUTOMOTIVE - 0.8% Sonic Automotive, Inc., 5.25% - 2009 350,000 348,250 ---------- CONSTRUCTION MACHINERY - 1.3% United Rentals, Inc., 1.875% - 2023 575,000 577,875 ---------- ELECTRIC UTILITIES - 2.2% AES Corporation, 4.50% - 2005 950,000 954,750 ---------- MEDIA - CABLE - 0.7% Mediacom Communications Corporation, 5.25% - 2006 325,000 320,125 ---------- TELECOMMUNICATIONS - WIRELESS - 0.6% Nextel Communications, Inc., 5.25% - 2010 250,000 255,938 ---------- TOTAL CONVERTIBLE BONDS (cost $ 3,279,364) 3,441,000 ---------- PREFERRED STOCK - 0.5% PUBLISHING - 0.5% Primedia, Inc. (Cl.D) 2,100 210,000 ---------- TOTAL PREFERRED STOCK (cost $ 129,862) 210,000 ---------- COMMON STOCKS - 3.1% HEALTH CARE FACILITIES - 1.1% Service Corporation International* 63,947 476,405 ---------- REAL ESTATE INVESTMENT TRUSTS - 1.3% Bimini Mortgage Management, Inc.* 15,250 244,915 HomeBanc Corporation* 32,700 316,536 ---------- 561,451 ---------- WIRELESS TELECOMMUNICATION SERVICE - 0.7% Nextel Communications, Inc.* 11,000 330,000 ---------- TOTAL COMMON STOCKS (cost $ 1,194,813) 1,367,856 ---------- CORPORATE BONDS - 85.3% AEROSPACE & DEFENSE - 3.2% BE Aerospace, Inc., 8.875% - 2011 375,000 391,875 Esterline Technologies Corporation, 7.75% - 2013 350,000 382,375 K&F Acquisition, Inc., 7.75% - 2014(4) 100,000 103,250 Sequa Corporation, 9.00% - 2009 125,000 140,938 Vought Aircraft Industries, Inc., 8.00% - 2011 400,000 389,000 ---------- 1,407,438 ---------- AIRLINES - 1.6% Delta Air Lines, Inc., 7.70% - 2005 650,000 601,250 Pegasus Aviation Lease Securitization, 8.42% - 2030(5) 244,615 - United Air Lines, Inc., 7.73% - 2010(3) 99,974 88,857 ---------- 690,107 ---------- AUTOMOTIVE - 1.8% Adesa, Inc., 7.625% - 2012 250,000 263,750 Allied Holdings, Inc., 8.625% - 2007 225,000 180,281 Group 1 Automotive, Inc., 8.25% - 2013 100,000 106,250 Lear Corporation, 7.96% - 2005 85,000 86,357 TRW Automotive, Inc., 9.375% - 2013 134,000 155,440 ---------- 792,078 ---------- BANKING - 0.6% E*Trade Financial Corporation, 8.00% - 2011(4) 200,000 215,000 FCB/NC Capital Trust I, 8.05% - 2028 50,000 51,084 ---------- 266,084 ---------- BUILDING MATERIALS - 2.9% Building Materials Corporation: 7.75% - 2005 209,000 212,657 8.00% - 2007 450,000 465,750 8.00% - 2008 175,000 180,250 Goodman Global Holdings, 7.875% - 2012(4) 200,000 198,000 THL Buildco, Inc., 8.50% - 2014(4) 200,000 209,000 ---------- 1,265,657 ---------- CHEMICALS - 1.1% ISP Holdings, Inc., 10.625% - 2009 200,000 221,500 United Agri Products, 8.25% - 2011(4) 226,000 242,385 ---------- 463,885 ---------- CONSTRUCTION MACHINERY - 3.2% Case New Holland, Inc., 9.25% - 2011(4) 350,000 389,375 Navistar International Corporation, 7.50% - 2011 250,000 268,125 Shaw Group, Inc., 10.75% - 2010 700,000 771,750 ---------- 1,429,250 ---------- CONSUMER PRODUCTS - 1.0% Sealy Mattress Company, 8.25% - 2014 250,000 265,000 WH Holdings/WH Capital, 9.50% - 2011 150,000 165,000 ---------- 430,000 ---------- ELECTRIC - 3.1% CMS Energy Corporation, 7.50% - 2009 175,000 186,375 Calpine Corporation, 8.75% - 2007 125,000 109,375 East Coast Power LLC: 6.737% - 2008 29,835 31,159 7.066% - 2012 56,347 60,360 Edison Mission Energy, 10.00% - 2008 450,000 516,375 NRG Energy, Inc., 8.00% - 2013(4) 250,000 272,500 Reliant Energy, Inc., 6.75% - 2014 100,000 99,375 Texas Genco LLC, 6.875% - 2014(4) 100,000 103,375 ---------- 1,378,894 ---------- See accompanying notes. 24 Schedule of Investments SECURITY INCOME FUND December 31, 2004 HIGH YIELD SERIES PRINCIPAL MARKET AMOUNT VALUE CORPORATE BONDS (CONTINUED) ENERGY - INDEPENDENT - 4.0% El Paso Production Holding Company, 7.75% - 2013 $ 250,000 $ 261,875 Houston Exploration, 7.00% - 2013 50,000 53,000 Magnum Hunter Resources, Inc., 9.60% - 2012 532,000 603,820 Range Resources Corporation, 7.375% - 2013 175,000 187,688 Stone Energy Corporation, 6.75% - 2014(4) 100,000 99,750 TransMontaigne, Inc., 9.125% - 2010 500,000 542,500 ---------- 1,748,633 ---------- ENERGY - INTEGRATED - 0.4% Petrobras International Finance Company: 9.00% - 2008(1) 75,000 88,313 9.125% - 2013 75,000 85,125 ---------- 173,438 ---------- ENTERTAINMENT - 3.1% Blockbuster, Inc., 9.00% - 2012(4) 200,000 197,500 Cinemark USA, Inc., 9.00% - 2013 350,000 399,437 Marquee Holdings, Inc., 0.00% - 2014(1,4) 750,000 506,250 Speedway Motorsports, Inc., 6.75% - 2013 250,000 263,125 ---------- 1,366,312 ---------- ENVIRONMENTAL - 1.9% Allied Waste North America: 8.875% - 2008 150,000 160,500 6.50% - 2010 500,000 490,000 Casella Waste Systems, Inc., 9.75% - 2013 100,000 110,500 Great Lakes Dredge & Dock Company, 7.75% - 2013 100,000 91,000 ---------- 852,000 ---------- FINANCIAL - OTHER - 0.7% Arch Western Finance, 6.75% - 2013 300,000 309,750 ---------- FOOD & BEVERAGE - 6.7% ASG Consolidated LLC/Finance, Inc., 0.00% - 2011(1,4) 800,000 510,000 Canandaigua Brands, Inc., 8.625% - 2006 241,000 257,267 Dean Foods Company, 8.15% - 2007 650,000 708,500 Dole Foods Company, Inc.: 7.25% - 2010 350,000 359,625 8.875% - 2011 50,000 54,375 Land O' Lakes, Inc., 8.75% - 2011 725,000 721,375 Pinnacle Foods Holding, Inc., 8.25% - 2013(4) 375,000 357,188 ---------- 2,968,330 ---------- GAMING - 5.1% American Casino & Entertainment, 7.85% - 2012 200,000 212,500 Harrah's Operating Company, Inc., 7.875% - 2005 525,000 546,000 MGM Grand, Inc., 6.95% - 2005 125,000 125,313 MGM Mirage, Inc., 6.75% - 2012 375,000 394,687 Mandalay Resort Group, 6.50% - 2009 200,000 211,000 Mirage Resorts, Inc., 6.625% - 2005 125,000 125,312 Mohegan Tribal Gaming, 6.375% - 2009 250,000 256,875 Park Place Entertainment, 7.875% - 2005 175,000 181,563 Station Casinos, Inc., 6.00% - 2012 200,000 203,750 ---------- 2,257,000 ---------- HEALTH CARE - 5.4% Alderwoods Group, Inc., 7.75% - 2012(4) 100,000 108,000 Fisher Scientific International, Inc., 8.00% - 2013 500,000 567,500 HCA, Inc., 6.375% - 2015 200,000 200,810 Hanger Orthopedic Group, 10.375% - 2009 600,000 619,500 Healthsouth Corporation, 8.50% - 2008 225,000 233,437 Inverness Medical Innovations, Inc., 8.75% - 2012(4) 250,000 261,250 Rural/Metro Corporation, 7.875% - 2008 100,000 96,000 Stewart Enterprises, Inc., 10.75% - 2008 250,000 270,625 ---------- 2,357,122 ---------- INDUSTRIAL - OTHER - 1.9% Coleman Cable, Inc., 9.875% - 2012(4) 100,000 106,250 Corrections Corporation of America, 7.50% - 2011 50,000 53,437 Iron Mountain, Inc.: 8.25% - 2011 250,000 257,812 7.75% - 2015 25,000 25,375 Usec, Inc., 6.625% - 2006 400,000 406,000 ---------- 848,874 ---------- INSURANCE - LIFE - 0.2% Genamerica Capital, Inc., 8.525% - 2027(4) 75,000 83,962 ---------- INSURANCE - PROPERTY & CASUALTY - 0.4% Fairfax Financial Holdings, 7.75% - 2012 175,000 178,500 ---------- LODGING - 0.9% Starwood Hotels & Resorts, 7.375% - 2007(1) 150,000 159,938 Sun International Hotels, 8.875% - 2011 200,000 218,500 ---------- 378,438 ---------- See accompanying notes. 25 Schedule of Investments SECURITY INCOME FUND December 31, 2004 HIGH YIELD SERIES PRINCIPAL MARKET AMOUNT VALUE CORPORATE BONDS (CONTINUED) MEDIA - CABLE - 2.8% CSC Holdings, Inc.: 7.25% - 2008 $ 125,000 $ 131,875 6.75% - 2012(4) 175,000 180,250 Cablevision Systems Corporation, 6.669% - 2009(2,4) 500,000 530,000 Charter Communications Holdings, Inc., LLC: 8.625% - 2009 100,000 86,750 11.125% - 2011 200,000 181,000 Shaw Communications, Inc., 7.25% - 2011 125,000 137,813 ---------- 1,247,688 ---------- MEDIA - NONCABLE - 2.9% Entercom Radio Capital, 7.625% - 2014 75,000 80,719 Intelsat, Ltd., 7.625% - 2012 750,000 729,375 RH Donnelley Finance Corporation: 8.875% - 2010 200,000 223,000 10.875% - 2012 125,000 148,438 USA Networks, Inc., 6.75% - 2005 75,000 77,078 ---------- 1,258,610 ---------- METALS & MINING - 2.7% AK Steel Corporation, 7.875% - 2009 775,000 789,531 Asarco, Inc., 7.875% - 2013 100,000 85,000 Asia Aluminum Holdings, Ltd., 8.00% - 2011(4) 200,000 202,000 Bulong Operations, 12.50% - 2008(3,5) 75,000 - Imco Recycling, 9.00% - 2014(4) 100,000 104,000 ---------- 1,180,531 ---------- OIL FIELD SERVICES - 5.5% BRL Universal Equipment, 8.875% - 2008 525,000 551,906 Hanover Compressor Company, 9.00% - 2014 100,000 111,250 Key Energy Services, Inc., 8.375% - 2008 200,000 209,500 North America Energy Partner, 8.75% - 2011 150,000 153,000 Parker Drilling Company: 10.125% - 2009 550,000 577,500 7.15% - 2010(2,4) 325,000 340,438 Petroleum Geo-Services: 8.00% - 2006 150,000 153,000 10.00% - 2010 300,000 342,000 ---------- 2,438,594 ---------- PACKAGING - 4.2% Ball Corporation, 6.875% - 2012 500,000 537,500 Owens-Brockway Glass Containers, 7.75% - 2011 50,000 54,125 Owens-Illinois, Inc., 8.10% - 2007 675,000 718,875 Solo Cup Company, 8.50% - 2014 500,000 520,000 ---------- 1,830,500 ---------- PAPER - 1.9% Appleton Papers, Inc., 8.125% - 2011 200,000 215,500 Boise Cascade, LLC: 5.005% - 2012(2,4) 100,000 103,750 7.125% - 2014(4) 100,000 105,750 Sino-Forest Corporation, 9.125% - 2011(4) 375,000 409,688 ---------- 834,688 ---------- PHARMACEUTICALS - 0.8% AmerisourceBergen Corporation, 8.125% - 2008 200,000 222,500 Bergen Brunswig Corporation, 7.25% - 2005 115,000 116,725 ---------- 339,225 ---------- PIPELINES - 1.3% Northwest Pipelines Corporation, 8.125% - 2010 100,000 110,625 Sonat, Inc., 7.625% - 2011 450,000 465,750 ---------- 576,375 ---------- REFINING - 1.0% Citgo Petroleum Corporation, 6.00% - 2011(4) 100,000 99,500 Crown Central Petroleum Corporation, 10.875% - 2005 140,000 133,000 Frontier Oil Corporation, 6.625% - 2011(4) 200,000 204,000 ---------- 436,500 ---------- RETAILERS - 0.0% Ames Department Stores, Inc., 10.00% - 2006(3,5) 200,000 - ---------- SERVICES - 0.5% American Eco Corporation, 9.625% - 2008(3,5) 125,000 - MasTec, Inc., 7.75% - 2008 225,000 218,812 ---------- 218,812 ---------- SUPERMARKETS - 0.5% Fleming Companies, Inc., 9.875% - 2012(3) 100,000 2,375 Roundy's, Inc., 8.875% - 2012 200,000 218,500 ---------- 220,875 ---------- TECHNOLOGY - 3.0% Advanced Micro Devices, 7.75% - 2012(4) 550,000 572,687 Worldspan LP, 9.625% - 2011 750,000 746,250 ---------- 1,318,937 ---------- See accompanying notes. 26 Schedule of Investments SECURITY INCOME FUND December 31, 2004 HIGH YIELD SERIES PRINCIPAL MARKET AMOUNT VALUE CORPORATE BONDS (CONTINUED) TELECOMMUNICATIONS - WIRELESS - 2.6% IWO Escrow Company, 0.00% - 2015(1,4) $ 250,000 $ 155,000 Telemig Celular, 8.75% - 2009(4) 500,000 518,750 Ubiquitel Operating Company, 9.875% - 2011(4) 400,000 449,000 ----------- 1,122,750 ----------- TELECOMMUNICATIONS - WIRELINES - 3.5% Exodus Communications, Inc., 11.625% - 2010(3,5) 147,512 - LCI International, Inc., 7.25% - 2007 1,475,000 1,434,437 Qwest Corporation, 7.875% - 2011(4) 100,000 108,500 ----------- 1,542,937 ----------- TEXTILE - 0.6% Invista, 9.25% - 2012(4) 250,000 278,750 ----------- TOBACCO - 0.1% Dimon, Inc., 7.75% - 2013 50,000 52,500 ----------- TRANSPORTATION SERVICES - 2.2% Overseas Shipholding Group, Inc., 8.25% - 2013 500,000 556,250 Stena AB: 9.625% - 2012 75,000 84,750 7.50% - 2013 250,000 261,875 Teekay Shipping Corporation, 8.32% - 2008 80,000 81,300 ----------- 984,175 ----------- TOTAL CORPORATE BONDS (cost $36,544,085) 37,528,199 ----------- REPURCHASE AGREEMENT - 2.1% United Missouri Bank, 1.74%, dated 12-31-04, matures 1-03-04; repurchase amount of $ 916,133 (Collateralized by FHLMC, 0.00%, 1-14-05 with a value of $935,115) 916,000 916,000 ----------- TOTAL REPURCHASE AGREEMENT (cost $916,000) 916,000 ----------- TOTAL INVESTMENTS - 98.8% (cost $42,064,124) 43,463,055 CASH & OTHER ASSETS, LESS LIABILITIES - 1.2% 541,463 ----------- TOTAL NET ASSETS - 100.0% $44,004,518 =========== For federal income tax purposes, the identified cost of investments owned at December 31, 2004 was $41,855,919. *Non-income producing security (1) Security is a step bond. Rate indicated is rate effective at December 31, 2004. (2) Variable rate security. Rate indicated is rate effective at December 31, 2004. (3) Security is in default (4) Security is a 144A Series. The total market value of 144A securities is $8,325,097 (cost $7,944,834), or 18.9% of total net assets. (5) Security is fair valued by the Board of Directors. The total market value of fair valued securities amounts to $0, or 0.0% of total net assets. See accompanying notes. 27 SECURITY INCOME FUND HIGH YIELD SERIES Statement of Assets and Liabilities December 31, 2004 ASSETS: Investments, at value(1).......................... $ 43,463,055 Cash ............................................. 840 Receivables: Fund shares sold ............................ 14,601 Interest .................................... 741,076 Dividends ................................... 5,559 Prepaid expenses ................................. 16,829 ------------- Total assets ..................................... 44,241,960 ------------- LIABILITIES: Payable for: Securities purchased ........................ 147,715 Fund shares redeemed ........................ 16,791 Management fees ............................. 22,075 Custodian fees ............................. 474 Transfer agent and administration fees ...... 15,960 Professional fees ........................... 7,120 12b-1 distribution plan fees ................ 26,533 Other ....................................... 774 ------------- Total liabilities ................................ 237,442 ------------- NET ASSETS ....................................... $ 44,004,518 ============= NET ASSETS CONSIST OF: Paid in capital .................................. $ 43,876,963 Accumulated undistributed net investment income ...................................... 99,105 Accumulated net realized loss on sales of investments ..................... (1,370,481) Net unrealized appreciation in value of investments .............................. 1,398,931 ------------- Net assets ...................................... $ 44,004,518 ============= CLASS A: Capital shares outstanding (unlimited number of shares authorized) ..... 2,628,880 Net assets ....................................... $ 33,393,484 Net asset value and redemption price per share ................................... $ 12.70 ============= Offering price per share (net asset value divided by 95.25%) .......................... $ 13.33 ============= CLASS B: Capital shares outstanding (unlimited number of shares authorized) ..... 666,653 Net assets ....................................... $ 8,436,734 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge) ........... $ 12.66 ============= CLASS C: Capital shares outstanding (unlimited number of shares authorized) ..... 170,967 Net assets ....................................... $ 2,174,300 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge) ........... $ 12.72 ============= (1) Investments, at cost ......................... $ 42,064,124 Statement of Operations For the Year Ended December 31, 2004 INVESTMENT INCOME: Dividends ................................... $ 37,016 Interest .................................... 2,922,227 ------------- Total investment income ..................... 2,959,243 ------------- EXPENSES: Management fees ............................. 235,791 Custodian fees .............................. 6,858 Transfer/maintenance fees ................... 144,425 Administration fees ......................... 42,987 Directors' fees ............................ 1,420 Professional fees .......................... 10,671 Reports to shareholders ..................... 3,805 Registration fees ........................... 32,103 Other expenses .............................. 4,793 12b-1 distribution plan fees - Class A ..... 72,307 12b-1 distribution plan fees - Class B ..... 84,347 12b-1 distribution plan fees - Class C ..... 19,410 ------------- Total expenses .............................. 658,917 Less: Earnings credits ...................... (285) ------------- Net expenses ............................... 658,632 ------------- Net investment income ....................... 2,300,611 ------------- NET REALIZED AND UNREALIZED GAIN: Net realized gain during the period on: Investments ................................. 727,249 ------------- Realized gain ............................... 727,249 ------------- Net change in unrealized appreciation during the period on: Investments ................................. 1,079,012 ------------- Unrealized appreciation ..................... 1,079,012 ------------- Net gain .................................... 1,806,261 ------------- Net increase in net assets resulting from operations ................ $ 4,106,872 ============= See accompanying notes. 28 Statement of Changes in Net Assets SECURITY INCOME FUND HIGH YIELD SERIES YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2004 2003 ------------- ----------- INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income ................................................................... $ 2,300,611 $ 1,153,374 Net realized gain (loss) during the period on investments ............................... 727,249 (508,409) Net change in unrealized appreciation during the period on investments .................. 1,079,012 2,674,793 ------------- ----------- Net increase in net assets resulting from operations .................................... 4,106,872 3,319,758 ------------- ----------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income Class A ............................................................................ (1,746,511) (668,146) Class B ............................................................................ (439,760) (350,630) Class C ............................................................................ (101,205) (84,765) Return of capital Class A ............................................................................ (45,842) - Class B ............................................................................ (15,118) - Class C ............................................................................ (3,316) - ------------- ----------- Total distributions to shareholders ..................................................... (2,351,752) (1,103,541) ------------- ----------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares Class A ............................................................................ 17,655,634 28,833,035 Class B ............................................................................ 2,913,685 4,561,756 Class C ............................................................................ 563,465 2,090,841 Distributions reinvested Class A ............................................................................ 1,756,690 596,524 Class B ............................................................................ 424,041 325,307 Class C ............................................................................ 79,970 66,819 Cost of shares redeemed Class A ............................................................................ (13,124,177) (10,914,814) Class B ............................................................................ (3,568,699) (1,792,407) Class C ............................................................................ (408,828) (1,005,027) ------------- ----------- Net increase from capital share transactions ............................................ 6,291,781 22,762,034 ------------- ----------- Net increase in net assets .............................................................. 8,046,901 24,978,251 ------------- ----------- NET ASSETS: Beginning of period ..................................................................... 35,957,617 10,979,366 ------------- ----------- End of period ........................................................................... $ 44,004,518 $35,957,617 ============= =========== Accumulated undistributed net investment income at end of period ........................ $ 99,105 $ 78,328 ============= =========== CAPITAL SHARE ACTIVITY: Shares sold Class A ............................................................................ 1,440,453 2,442,224 Class B ............................................................................ 238,674 395,141 Class C ............................................................................ 45,679 185,262 Shares reinvested Class A ............................................................................ 143,599 51,287 Class B ............................................................................ 34,790 28,429 Class C ............................................................................ 6,527 5,795 Shares redeemed Class A ............................................................................ (1,072,501) (940,096) Class B ............................................................................ (292,701) (156,253) Class C ............................................................................ (33,593) (87,479) See accompanying notes. 29 Financial Highlights SECURITY INCOME FUND HIGH YIELD SERIES Selected data for each share of capital stock outstanding throughout each period YEAR ENDED, DECEMBER 31, CLASS A 2004 2003 2002 2001(f) 2000 - ---------------------------------------------------------- ----------- ------- ------- -------- ------------- PER SHARE DATA Net asset value, beginning of period $ 12.17 $ 10.66 $ 11.68 $ 12.14 $ 13.65 --------- ------- ------- -------- --------- Income (loss) from investment operations: Net investment income (loss)(c) 0.73 0.70 0.81 1.06 1.10 Net gain (loss) on securities (realized and unrealized) 0.55 1.54 (1.00) (0.47) (1.50) --------- ------- ------- -------- --------- Total from investment operations 1.28 2.24 (0.19) 0.59 (0.40) --------- ------- ------- -------- --------- Less distributions: Dividends from net investment income (0.73) (0.73) (0.83) (1.05) (1.11) Distributions from realized gains - - - - - Return of capital (0.02) - - - - --------- ------- ------- -------- --------- Total distributions (0.75) (0.73) (0.83) (1.05) (1.11) --------- ------- ------- -------- --------- Net asset value, end of period $ 12.70 $ 12.17 $ 10.66 $ 11.68 $ 12.14 ========= ======= ======= ======== ========= TOTAL RETURN(a) 10.96% 21.65% (1.66%) 4.93% (3.03%) --------- ------- ------- -------- --------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 33,393 $25,777 $ 6,009 $ 5,919 $ 6,612 --------- ------- ------- -------- --------- Ratios to average net assets: Net investment income (loss) 6.05% 6.40% 7.31% 8.80% 8.62% Total expenses 1.48% 1.28% 1.48% 1.09% 0.79% Gross expenses(b) 1.48% 1.28% 1.48% 1.42% 1.39% Net expenses(d) 1.48% 1.27% 1.48% 1.09% 0.79% --------- ------- ------- -------- --------- Portfolio turnover rate 73% 61% 80% 65% 28% YEAR ENDED, DECEMBER 31, CLASS B 2004 2003 2002 2001(f) 2000 - --------------------------------------------------------- ----------- ------- ------- -------- ------------- PER SHARE DATA Net asset value, beginning of period $ 12.14 $ 10.63 $ 11.65 $ 12.11 $ 13.62 ----------- ------- ------- -------- --------- Income (loss) from investment operations: Net investment income (loss)(c) 0.65 0.67 0.73 0.96 1.00 Net gain (loss) on securities (realized and unrealized) 0.53 1.48 (1.01) (0.47) (1.50) ----------- ------- ------- -------- --------- Total from investment operations 1.18 2.15 (0.28) 0.49 (0.50) ----------- ------- ------- -------- --------- Less distributions: Dividends from net investment income (0.64) (0.64) (0.74) (0.95) (1.01) Distributions from realized gains - - - - - Return of capital (0.02) - - - - ----------- ------- ------- -------- --------- Total distributions (0.66) (0.64) (0.74) (0.95) (1.01) ----------- ------- ------- -------- --------- Net asset value, end of period $ 12.66 $ 12.14 $ 10.63 $ 11.65 $ 12.11 =========== ======= ======= ======== ========= TOTAL RETURN (a) 10.09% 20.82% (2.40%) 4.08% (3.77%) ----------- ------- ------- -------- --------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 8,437 $ 8,324 $ 4,450 $ 4,231 $ 3,914 ----------- ------- ------- -------- --------- Ratios to average net assets: Net investment income (loss) 5.31% 5.92% 6.56% 7.98% 7.77% Total expenses 2.22% 2.08% 2.23% 1.90% 1.51% Gross expenses(b) 2.22% 2.08% 2.23% 2.21% 1.84% Net expenses(d) 2.22% 2.08% 2.23% 1.90% 1.51% ----------- ------- ------- -------- --------- Portfolio turnover rate 73% 61% 80% 65% 28% ----------- ------- ------- -------- --------- See accompanying notes. 30 Financial Highlights SECURITY INCOME FUND HIGH YIELD SERIES Selected data for each share of capital stock outstanding throughout each period YEAR ENDED DECEMBER 31, CLASS C 2004 2003 2002 2001(f) 2000(e) - ------------------------------------------------------- ---------- ------- -------- ---------- ------------ PER SHARE DATA Net asset value, beginning of period $ 12.19 $ 10.67 $ 11.69 $ 12.16 $ 12.90 ---------- ------- -------- -------- --------- Income (loss) from investment operations: Net investment income (loss)(c) 0.65 0.66 0.73 0.81 0.62 Net gain (loss) on securities (realized and unrealized) 0.54 1.50 (1.01) (0.33) (0.69) ---------- ------- -------- -------- --------- Total from investment operations 1.19 2.16 (0.28) 0.48 (0.07) ---------- ------- -------- -------- --------- Less distributions: Dividends from net investment income (0.64) (0.64) (0.74) (0.95) (0.67) Distributions from realized gains - - - - - Return of capital (0.02) - - - - ---------- ------- -------- -------- --------- Total distributions (0.66) (0.64) (0.74) (0.95) (0.67) ---------- ------- -------- -------- --------- Net asset value, end of period $ 12.72 $ 12.19 $ 10.67 $ 11.69 $ 12.16 ========== ======= ======== ======== ========= TOTAL RETURN(a) 10.12% 20.82% (2.39%) 4.04% (1.24%) ---------- ------- -------- -------- --------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 2,174 $ 1,857 $ 520 $ 368 $ 50 ---------- ------- -------- -------- --------- Ratios to average net assets: Net investment income (loss) 5.31% 5.85% 6.60% 7.60% 8.05% Total expenses 2.22% 2.08% 2.24% 2.11% 1.58% Gross expenses(b) 2.22% 2.08% 2.24% 2.25% 2.02% Net expenses(d) 2.22% 2.07% 2.24% 2.11% 1.58% ---------- ------- -------- -------- --------- Portfolio turnover rate 73% 61% 80% 65% 39% (a) Total return information does not take into account any charges paid at time of purchase or contingent deferred sales charge paid at time of redemption. (b) Gross expense information reflects expense ratios absent fund expense reductions by the Investment Manager. (c) Net investment income was computed using the average month-end shares outstanding throughout the period. (d) Net expense information reflects expense ratios after expense reductions or fee waivers and reduction to custodian expenses. (e) Class C shares were initially offered for sale on May 1, 2000. Percentage amounts for the period, except for total return, have been annualized. (f) As required, effective January 1, 2001, the Series adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on fixed income securities. The effect of this change for the period ended December 31, 2001 was to decrease net investment income per share by less than 1/2 of a cent, increase net realized and unrealized gains and losses by less than 1/2 of a cent and increase the ratio of net investment income to average net assets from 0.01% to 0.18%. Per share, ratios and supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation. See accompanying notes. 31 SECURITY INCOME FUND Managers' Commentary INCOME OPPORTUNITY SERIES February 15, 2005 (unaudited) Subadvisor, Four Corners Capital Management, LLC [FOUR CORNERS CAPITAL MANAGEMENT LOGO] [PHOTO OF MICHAEL P. MCADAMS] [PHOTO OF ROBERT I. BERNSTEIN] Michael P. McAdams Robert I. Bernstein Portfolio Manager Portfolio Manager TO OUR SHAREHOLDERS: The Income Opportunity Series (the "Series") was launched on March 31, 2004. The investment objective of the Series is to seek a high level of current income. The Series seeks to meet this objective by investing primarily in U.S. dollar-denominated floating rate senior secured corporate loans ("Senior Loans.") Senior Loans are typically used to finance, in part, leveraged buy-outs, recapitalizations, mergers, acquisitions, stock repurchases as well as fund corporate growth. While the Series investments are typically rated below investment grade by credit rating agencies, they benefit from being secured by collateral and holding one of the most senior positions within a borrower's capital structure. Senior loan issuers also pay a floating rate of interest based on a spread over bank corporate lending rates, which helps minimize the impact of interest rate fluctuations. Thus, income received by the Series is, over time, expected to rise and fall with increases and decreases in the general level of short-term interest rates. PERFORMANCE REVIEW During the nine months ended December 31, 2004, the Series Class A shares returned 3.46%(1). In comparison, the Series benchmark, the S&P/LSTA Leveraged Loan Index returned 3.44%(2). We believe the performance difference between the Series and the index is attributable to an active portfolio management, which seeks to systematically minimize risk across the portfolio while remaining focused on opportunistically recognizing gains as they become available. In addition to paying competitive current monthly distributions during the period from commencement of operations until December 31, 2004, the Series NAV rose from $10.04 to $10.11. MARKET OVERVIEW 2004 was a dynamic year for the Senior Loan market. Following is a review of the two developments that most influenced the performance of the Series since its inception: - - Historically Low Default Rates. The recession of the early 2000s contributed to an increase in default rates for Senior Loans to a record 7%. But, with the benefit of several years of economic recovery, 2004 saw the 12-month default rate for Senior Loans fall to 1.1%(3). This significant decline in market defaults benefited the Series by reducing the likelihood of defaults and price declines in portfolio holdings. However, reduced concern for significant near-term defaults by market participants allowed borrowers to raise debt at more favorable terms and contributed to the lowering of credit spreads by approximately .75% over the period. - - Short-Term Interest Rates Increased Sharply. Commensurate with economic recovery, the Federal Reserve, which had lowered the Fed Funds Target Rate over the prior four years to a 46-year low of 1.00% as of May of 2003, systematically raised short-term interest rates to offset the threat of inflation. During 2004, the Fed raised rates by 0.25% on five occasions - collectively moving the target rate from 1.00% at mid-year to 2.25% by year-end. In the short run, we have yet to see the benefit of all of these rate increases in Senior Loan yields due to the aforementioned spread declines. CREDIT SELECTION AND PORTFOLIO CONSTRUCTION At the core of Four Corners' investment philosophy is our belief that long-term outperformance in Senior Loans is best achieved by minimizing losers rather than picking winners or stretching credit standards for yield. In deciding which loans we choose for the Series, we typically consider macroeconomic and industry-specific factors as well as the results of in-depth fundamental credit research on each loan issuer. As part of the issuer analysis, we assess the likelihood of a loan's default and the value of collateral underlying the loan; that is, we practice traditional "second way-out" investing. Our investment process also focuses on the market liquidity of each loan. In constructing a portfolio from the universe of available opportunities, portfolio diversification is considered critical to managing credit risk. As of the Series fiscal year-end, there were 73 issuers in 29 industries in the portfolio. 32 SECURITY INCOME FUND Managers' Commentary INCOME OPPORTUNITY SERIES February 15, 2005 (unaudited) MARKET OUTLOOK We remain watchful of trends in the dollar, global trade and government deficits in the US. Additionally, war, hostilities and political turmoil throughout the world are always a concern. However, in the short term, the primary concern for the Senior Loan market is credit standards that ultimately determine future default rates among issuers and industries. Credit standards remain solid as highlighted by expected low default rates through 2005, as predicted by both Standard & Poor's and Moody's Investors Service. However, there is a downside in that lower default rates tend to result in lower credit spreads and, over time, potentially less rigorous loan origination standards as portfolio managers throughout the market become less concerned about appropriate risk/return balancing in such a favorable environment and try to stretch for yield. Sincerely, Michael P. McAdams and Robert I. Bernstein Portfolio Managers (1) Performance figures are based on Class A shares and do not reflect deduction of the sales charge or taxes that a shareholder would pay on distributions or the redemption of Series shares. (2) The S&P/LSTA Leveraged Loan Index is produced by a unit of the Standard & Poor's Corporation with the Loan Syndication & Trading Association, the trade association of the Senior Loan market. (3) The default rate is calculated as the number of defaults over the last twelve months divided by the number of issuers in the S&P/LSTA Leveraged Loan Index at the beginning of the twelve-month period. PERFORMANCE INCOME OPPORTUNITY SERIES VS. S&P/LSTA LEVERAGED LOAN INDEX [PERFORMANCE GRAPH] INCOME OPPORTUNITY INVESTMENT INFORMATION DATE value - ---------- --------- INCOME OPPORTUNITY 3/31/04 9,525.00 4/30/04 9,562.93 5/31/04 9,577.46 6/30/04 9,639.61 7/31/04 9,662.81 8/31/04 9,688.41 9/30/04 9,728.82 10/31/04 9,782.27 11/30/04 9,817.60 12/31/04 9,855.46 DATE value - ---------- --------- S&P/LSTA LEVERAGED LOAN INDEX 3/31/04 10,000.00 4/30/04 10,045.00 5/31/04 10,052.03 6/30/04 10,123.40 7/31/04 10,150.73 8/31/04 10,172.05 9/30/04 10,213.76 10/31/04 10,259.72 11/30/04 10,314.09 12/31/04 10,352.26 Income Opportunity Series $ 9,855 S&P/LSTA Leveraged Loan Index $ 10,352 $10,000 SINCE INCEPTION This chart assumes a $10,000 investment in Class A shares of Income Opportunity Series on March 31, 2004 (commencement of operations), and reflects deduction of the 4.75% sales load. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of fund shares. PORTFOLIO COMPOSITION BY QUALITY RATING (BASED ON STANDARD AND POOR'S RATING) BB 42.35% B 50.33 CCC 1.30 Not Rated 3.92 Cash & other assets, less liabilities 2.10 AVERAGE ANNUAL RETURNS PERIODS ENDED 12-31-04 SINCE INCEPTION A Shares (1.45%) (3-31-04) B Shares (2.13%) (3-31-04) C Shares 1.88% (3-31-04) The performance data above represents past performance which is not predictive of future results. For Class A shares these figures reflect deduction of the maximum sales charge of 4.75%. For Class B shares the figures reflect deduction of the maximum contingent deferred sales charge, ranging from 5% in the first year to 0% in the sixth and following years, and 1% for Class C shares. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of fund shares. Such figures would be lower if applicable taxes were deducted. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. See accompanying notes. 33 SECURITY INCOME FUND Managers' Commentary INCOME OPPORTUNITY SERIES February 15, 2005 (unaudited) PERFORMANCE INFORMATION ABOUT YOUR SERIES EXPENSES CALCULATING YOUR ONGOING SERIES EXPENSES EXAMPLE As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2004 - December 31, 2004. ACTUAL EXPENSES The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. FUND EXPENSES BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING 07-01-04 12-31-041 PERIOD(2) ------------- ------------- ------------- Income Opportunity Series - Class A Actual $ 1,000.00 $ 1,019.80 $ 7.31 Hypothetical 1,000.00 1,017.90 7.30 Income Opportunity Series - Class B Actual 1,000.00 1,015.90 11.05 Hypothetical 1,000.00 1,014.18 11.04 Income Opportunity Series - Class C Actual 1,000.00 1,016.00 11.05 Hypothetical 1,000.00 1,014.18 11.04 (1) The actual ending account value is based on the actual total return of the Series for the period July 1, 2004 to December 31, 2004 after actual expenses and will differ from the hypothetical ending account value which is based on the Sseries expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period July 1, 2004 to December 31, 2004 was 1.98%, 1.59% and 1.60%, for Class A, B and C shares, respectively. (2) Expenses are equal to the Series annualized expense ratio (1.44%, 2.18% and 2.18% for Class A, B and C class shares, respectively) multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). 34 SECURITY INCOME FUND Schedule of Investments INCOME OPPORTUNITY SERIES December 31, 2004 PRINCIPAL MARKET AMOUNT VALUE SENIOR FLOATING RATE INTERESTS(2) - 97.9% AEROSPACE & DEFENSE - 2.7% K & F Industries, Inc., Term Loan B, 4.931% - 2012 $ 989,583 $ 1,004,840 Titan Corporation, Term Loan B, 5.011% - 2009 994,911 1,006,415 ------------- 2,011,255 ------------- AUTOMOTIVE - 1.0% NFIL Holdings Corporation: Term Loan, 4.33% - 2010 190,476 192,381 Term Loan B, 4.42% - 2010 556,214 561,776 ------------- 754,157 ------------- BEVERAGE & TOBACCO - 1.3% Constellation Brands, Inc., Term Loan B, 4.404% - 2011 1,000,000 1,013,250 ------------- BROADCAST RADIO & TELEVISION - 4.0% Panamsat Corporation, Term Loan, 5.16% - 2011 992,470 997,329 RCN, Term Loan - 2011(1,3) 1,000,000 1,005,000 Raycom Media, Inc., Term Loan B, 4.563% - 2012 1,000,000 1,011,250 ------------- 3,013,579 ------------- BUILDING & DEVELOPMENT - 10.5% Adams Outdoor Advertising, LP, Term Loan, 4.33% - 2011 995,000 1,006,194 Builders First Source, Term Loan, 5.04% - 2010 992,500 1,001,184 CB Richard Ellis Services, Term Loan C, 4.387% - 2010 930,427 936,824 General Growth Properties, Term Loan B, 4.53% - 2008 1,000,000 1,002,500 Headwaters, Inc., Term Loan, 5.33% - 2011 921,875 933,014 Lake Las Vegas Resort: Term Loan, 2.50% - 2009 1,000,000 1,005,313 Term Loan B, 8.06% - 2010(3) 1,000,000 1,007,500 South Edge, LLC, Term Loan C, 4.688% - 2009 1,000,000 1,007,500 ------------- 7,900,029 ------------- CABLE TELEVISION - 8.0% Cablecom: Term Loan B, 5.74% - 2012 500,000 503,750 Term Loan C, 6.09% - 2013 500,000 503,750 Century Cable, Term Loan, 7.25% - 2009 1,000,000 992,857 Charter Operating, Term Loan, 5.13% - 2010 1,000,000 993,542 Mediacomm Group, LLC, Term Loan B, 4.587% - 2013 1,000,000 1,002,500 NTL Investment Holdings, Term Loan, 5.204% - 2012 1,000,000 1,005,000 UPC Financing Partnership/Distribution, Term Loan, 5.98% - 2011 1,000,000 1,010,938 ------------- 6,012,337 ------------- CHEMICALS & PLASTICS 2.7% Brenntag, Term Loan, 4.73% - 2012 1,000,000 1,005,792 Rockwood Specialties, Term Loan, 4.38% - 2012 1,000,000 1,005,781 ------------- 2,011,573 ------------- CONTAINERS & GLASS PRODUCTS - 3.5% Graham Packaging Company, Term Loan B, 4.91% - 2011 1,000,000 1,012,857 Owens-Illinois Group, Inc., Term Loan C, 5.20% - 2008 605,172 615,762 Solo Cup, Term Loan B, 4.876% - 2011 992,500 1,009,869 ------------- 2,638,488 ------------- DRUGS - 2.7% Accredo Health, Inc.,Term Loan B, 4.23% - 2011 995,000 1,001,219 Warner Chilcott Bridge Facility, Term Loan - 2005(1,3) 1,000,000 995,000 ------------- 1,996,219 ------------- ECOLOGICAL SERVICES & EQUIPMENT - 1.9% Duratek, Inc., Term Loan, 6.20% - 2009 739,131 736,821 Environmental Systems Products Holdings, Term Loan, 5.735% - 2008 718,589 725,775 ------------- 1,462,596 ------------- ELECTRONIC/ELECTRIC - 2.7% Memec Group Holdings, Ltd., Term Loan B, 10.501% - 2010 1,000,000 1,000,000 Monitronics International, Inc., Term Loan B, 6.91% - 2009 989,975 1,001,112 ------------- 2,001,112 ------------- EQUIPMENT LEASING - 1.3% United Rentals: Term Loan, 4.67% - 2011 496,250 502,298 Term Loan B, 3.611% - 2011 500,000 506,094 ------------- 1,008,392 ------------- FARMING & AGRICULTURAL - 1.3% United Industries Corporation, Term Loan, 4.63% - 2011 995,000 1,009,925 ------------- FINANCIAL INTERMEDIARIES - 2.7% LNR Property Corporation: Term Loan - 2007(1,3) 1,000,000 1,000,000 Term Loan B - 2007(1,3) 1,000,000 1,003,750 Refco Group, LLC, Term Loan, 5.163% - 2011 997,500 1,007,974 ------------- 3,011,724 ------------- See accompanying notes. 35 SECURITY INCOME FUND Schedule of Investments INCOME OPPORTUNITY SERIES December 31, 2004 PRINCIPAL MARKET AMOUNT VALUE SENIOR FLOATING RATE INTERESTS(2) (CONTINUED) FOOD PRODUCTS - 4.0% Culligan Corporation, Term Loan B, 4.85% - 2011 $ 1,000,000 $ 1,015,000 Golden State Foods Corporation, Term Loan B, 4.63% - 2011 995,000 1,009,925 Michael Foods, Inc., Term Loan, 6.59% - 2011 1,000,000 1,026,250 ------------- 3,051,175 ------------- FOREST PRODUCTS - 1.3% Boise Cascade: Term Loan B, 4.688% - 2011 520,548 526,187 Term Loan C, 4.688% - 2010 479,452 480,051 ------------- 1,006,238 ------------- HEALTH CARE - 5.2% Southerncare, Term Loan B, 5.66% - 2010 1,000,000 1,012,500 Team Health, Inc., Term Loan B, 5.81% - 2011 992,500 993,741 U.S. Oncology, Term Loan, 5.113% - 2011 997,500 1,006,228 VWR International, Term Loan B, 4.50% - 2011 877,833 892,098 ------------- 3,904,567 ------------- HOME FURNISHINGS - 2.7% Desa, LLC, Term Loan, 7.25% - 2011 1,000,000 1,007,500 Prestige Brands, Inc., Term Loan B, 4.903% - 2011 1,046,581 1,057,047 ------------- 2,064,547 ------------- HOTELS, MOTELS, INNS & CASINOS - 6.7% Boyd Gaming Corporation, Term Loan B, 3.805% - 2011 997,500 1,010,218 CNL Hotels & Resorts, Term Loan, 4.831% - 2006 1,000,000 1,015,000 Pinnacle Entertainment, Term Loan, 5.42% - 2010 1,000,000 1,012,500 Seminole Tribe of Florida, Term Loan, 6.50% - 2011 1,000,000 1,007,500 Wynn Las Vegas, Term Loan, 0.771% - 2011(4) 1,000,000 1,011,667 ------------- 5,056,885 ------------- INDUSTRIAL EQUIPMENT - 1.3% Invensys plc, Term Loan B, 5.477% - 2009 988,579 1,002,172 ------------- INSURANCE - 1.3% Conseco, Term Loan, 5.68% - 2010 960,000 976,000 ------------- LEISURE - 4.0% Regal Cinemas Corporation, Term Loan B, 4.56% - 2010 962,349 970,529 WMG Acquisition Corporation: Term Loan, 5.209% - 2011 992,500 1,004,906 Term Loan B, 6.905% - 2011 1,000,000 1,005,000 ------------- 2,980,435 ------------- NONFERROUS METALS & MINERALS - 1.3% Novelis, Inc., Term Loan - 2005(1,3) 1,000,000 990,000 ------------- OIL & GAS - 4.0% Alon USA, Inc., Term Loan B, 10.00% - 2008 1,000,000 1,020,000 El Paso, Term Loan, 5.056% - 2009 1,003,445 1,009,873 U.S. Shipping, Term Loan B, 3.678% - 2010(4) 997,115 1,005,840 ------------- 3,035,713 ------------- PUBLISHING - 3.9% Advertising Directory Solutions, Inc., Term Loan, 4.40% - 2011 1,000,000 1,007,500 RH Donnelley, Inc., Term Loan D, 4.19% - 2011 874,003 882,105 Transwestern Publishing Company, Term Loan B, 4.227% - 2012 1,057,666 1,069,235 ------------- 2,958,840 ------------- RETAILERS - 4.0% Harbor Freight Tools, Term Loan B, 4.697% - 2010 997,500 998,747 Jean Coutu Group, Inc., Term Loan, 4.438% - 2010 997,500 1,011,896 Jostens, Inc., Term Loan B, 4.67% - 2011 1,000,000 1,006,429 ------------- 3,017,072 ------------- SURFACE TRANSPORTATION - 1.3% Horizon Lines Holding Corporation, Term Loan, 5.17% - 2011 995,000 1,006,609 ------------- TELECOMMUNICATIONS & CELLULAR COMMUNICATIONS - 1.3% American Tower, Term Loan A, 1.75% - 2011(3) 1,000,000 1,005,000 ------------- UTILITIES - 9.3% NRG Energy, Inc., Term Loan, 1.875% - 2006(3) 1,000,000 1,002,917 Reliant Energy, Term Loan, 4.795% - 2010 1,000,000 1,011,667 Riverside Rocky Mountain Project, Term Loan, 6.38% - 2011 1,000,000 1,015,000 Texas Genco, Term Loan, 3.536% - 2011(3) 1,000,000 1,013,036 Tucson Electric Power, Term Loan, 4.80% - 2009 1,000,000 1,008,333 Unisource Energy, Term Loan, 0.50% - 2011(3) 1,000,000 988,750 Vulcan Energy, Term Loan, 5.53% - 2010 980,357 991,999 ------------- 7,031,702 ------------- TOTAL SENIOR FLOATING RATE INTERESTS (cost $74,380,926) 74,931,591 ------------- See accompanying notes. 36 SECURITY INCOME FUND Schedule of Investments INCOME OPPORTUNITY SERIES December 31, 2004 PRINCIPAL AMOUNT OR NUMBER MARKET OF SHARES VALUE TEMPORARY CASH INVESTMENTS - 10.5% State Street General Account Money Market Fund $ 4,000,000 $ 4,000,000 State Street General Account U.S. Government Money Market Fund 4,000,000 4,000,000 -------------- 8,000,000 -------------- TOTAL TEMPORARY CASH INVESTMENTS (cost $ 8,000,000) 8,000,000 -------------- REPURCHASE AGREEMENT - 3.8% State Street, 0.80%, dated 12-31-04, matures 01-03-05; repurchase amount of $ 2,853,748 (Collateralized by FNMA, 6.25%, 07-15-32 with a value of $ 2,912,913) 2,853,558 2,853,558 -------------- TOTAL REPURCHASE AGREEMENT (cost $ 2,853,558) 2,853,558 -------------- TOTAL INVESTMENTS - 112.2% (cost $ 85,234,484) 85,785,149 LIABILITIES, LESS CASH & OTHER ASSETS - (12.2%) (9,244,679) -------------- TOTAL NET ASSETS - 100.0% 76,540,470 ============== For federal income tax purposes, the identified cost of investments owned at December 31, 2004 was $85,316,634. plc (public limited company) LP (Limited Partnership) (1) Security not fully funded at December 31, 2004. Therefore, no interest rate is available. (2) Senior loans in which the Series invests generally pay interest rates which are periodically adjusted by reference to a base short-term, floating lending rate plus a premium. These base lending rates are generally (i) the lending rate offered by one or more major European banks, such as the London Inter-Bank Offered Rate (LIBOR), (ii) the prime rate offered by one or more major United States banks, or (iii) the bank's certificate of deposit rate. Senior floating rate interests often require prepayments from excess cash flows or permit the borrower to repay at its election. The rate at which the borrower repays cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. The interest rate indicated is the rate in effect at December 31, 2004. (3) Purchased on a delayed delivery basis. (4) Portion purchased on a delayed delivery basis. See accompanying notes. 37 SECURITY INCOME FUND INCOME OPPORTUNITY SERIES Statement of Assets and Liabilities December 31, 2004 ASSETS: Investments, at value(1) ................................. $ 85,785,149 Cash ..................................................... 200,486 Receivables: Fund shares sold ..................................... 135,940 Securities sold....................................... 3,963,691 Interest ............................................. 316,729 Prepaid expenses.......................................... 19,212 --------------- Total assets ............................................. 90,421,207 --------------- LIABILITIES: Payable for: Securities purchased.................................. 13,460,417 Fund shares redeemed.................................. 200,072 Dividends payable to shareholders .................... 7,098 Management fees....................................... 50,484 Custodian fees........................................ 1,644 Transfer agent and administration fees ............... 14,742 Professional fees..................................... 17,000 12b-1 distribution plan fees.......................... 128,580 Other................................................. 700 --------------- Total liabilities ........................................ 13,880,737 --------------- NET ASSETS................................................ $ 76,540,470 =============== NET ASSETS CONSIST OF: Paid in capital .......................................... $ 76,048,586 Accumulated net investment loss .......................... (73,767) Accumulated undistributed net realized gain on sales of investments............................... 14,986 Net unrealized appreciation in value of investments........................................ 550,665 --------------- Net assets ............................................... $ 76,540,470 =============== CLASS A: Capital shares outstanding (unlimited number of shares authorized)............... 2,735,635 Net assets ............................................... $ 27,645,625 Net asset value and redemption price per share....................................... $ 10.11 =============== Offering price per share (net asset value divided by 95.25%).................................... $ 10.61 CLASS B: Capital shares outstanding (unlimited number of shares authorized)............... 1,841,245 Net assets................................................ $ 18,606,444 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)..................... $ 10.11 =============== CLASS C: Capital shares outstanding (unlimited number of shares authorized)............... 2,997,055 Net assets................................................ $ 30,288,401 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)..................... $ 10.11 =============== (1) Investments, at cost ................................. $ 85,234,484 Statement Of Operations For the Period Ended December 31, 2004* INVESTMENT INCOME: Interest .............................................. $ 1,969,100 --------------- Total investment income ............................... 1,969,100 --------------- EXPENSES: Management fees........................................ 345,137 Custodian fees ........................................ 17,395 Transfer/maintenance fees ............................. 17,230 Administration fees.................................... 65,705 Directors' fees........................................ 1,504 Professional fees...................................... 25,398 Reports to shareholders................................ 3,442 Registration fees...................................... 29,564 Other expenses ........................................ 3,919 12b-1 distribution plan fees - Class A ................ 38,381 12b-1 distribution plan fees - Class B ................ 130,194 12b-1 distribution plan fees - Class C ................ 147,704 --------------- Total expenses ........................................ 825,573 Less: earnings credits................................. (1,213) --------------- Net expenses .......................................... 824,360 --------------- Net investment income.................................. 1,144,740 --------------- NET REALIZED AND UNREALIZED GAIN: Net realized gain during the period on Investments ........................................... 221,601 --------------- Realized gain.......................................... 221,601 --------------- Net change in unrealized appreciation during the period on: Investments............................................ 550,665 --------------- Unrealized appreciation................................ 550,665 --------------- Net gain .............................................. 772,266 --------------- Net increase in net assets ............................ resulting from operations.......................... $ 1,917,006 =============== * For the period February 11, 2004 (date of inception) to December 31, 2004. See accompanying notes. 38 Statement of Changes in Net Assets SECURITY INCOME FUND INCOME OPPORTUNITY SERIES YEAR ENDED DECEMBER 31, 2004* ------------ INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income................................................................... $ 1,144,740 Net realized gain during the period on investments...................................... 221,601 Net change in unrealized appreciation during the period on investments.................. 550,665 ------------ Net increase in net assets resulting from operations.................................... 1,917,006 ------------ DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income Class A............................................................................... (511,754) Class B............................................................................... (328,607) Class C............................................................................... (389,058) Net realized gain Class A............................................................................... (70,515) Class B............................................................................... (47,426) Class C............................................................................... (77,762) ------------ Total distributions to shareholders..................................................... (1,425,122) ------------ CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares Class A............................................................................... 28,706,725 Class B............................................................................... 18,069,896 Class C............................................................................... 30,187,185 Distributions reinvested Class A............................................................................... 571,331 Class B............................................................................... 373,344 Class C............................................................................... 446,038 Cost of shares redeemed Class A............................................................................... (1,805,320) Class B............................................................................... (11,420) Class C............................................................................... (489,193) ------------ Net increase from capital share transactions............................................ 76,048,586 ------------ Net increase in net assets.............................................................. 76,540,470 ------------ NET ASSETS: Beginning of period..................................................................... - ------------ End of period .......................................................................... $ 76,540,470 ============ Accumulated net investment loss at end of period........................................ $ (73,767) ============ CAPITAL SHARE ACTIVITY: Shares sold Class A............................................................................... 2,857,806 Class B............................................................................... 1,805,380 Class C............................................................................... 3,001,202 Shares reinvested Class A............................................................................... 56,594 Class B............................................................................... 36,994 Class C............................................................................... 44,186 Shares redeemed Class A............................................................................... (178,765) Class B............................................................................... (1,129) Class C............................................................................... (48,333) * For the period February 11, 2004 (date of inception) to December 31, 2004. See accompanying notes. 39 Statement of Cash Flows SECURITY INCOME FUND For the Period Ended December 31, 2004* INCOME OPPORTUNITY SERIES PERIOD ENDED DECEMBER 31, 2004* ------------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS: $ 1,917,006 ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES: Realized and unrealized gain on investments............................................. (772,266) Amortization of discount/premium........................................................ 92,816 Proceeds from disposition of investment securities...................................... 86,474,149 Purchase of investment securities....................................................... (162,083,122) CHANGES IN OPERATING ASSETS AND LIABILITIES: Increase in interest receivable and prepaid expenses.................................... (335,941) Increase in expenses.................................................................... 213,150 ------------ Net cash used in operating activities...................................................... (74,494,208) ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from shares sold............................................................... 76,827,866 Payments on shares redeemed............................................................. (2,105,861) Dividends paid in cash(a)............................................................... (27,311) ------------ Net cash provided by financing activities.................................................. 74,694,694 ------------ NET INCREASE IN CASH....................................................................... 200,486 Cash at the beginning of the period - ------------ CASH AT THE END OF THE PERIOD.............................................................. $ 200,486 ------------ (a) Non-cash financing activities not included herein consists of reinvestment of dividends of $1,390,713. * For the period February 11, 2004 (date of inception) to December 31, 2004. See accompanying notes. 40 SECURITY INCOME FUND Financial Highlights INCOME OPPORTUNITY SERIES Selected data for each share of capital stock outstanding throughout each period YEAR ENDED DECEMBER 31, CLASS A 2004(e) - ------- ------------ PER SHARE DATA Net asset value, beginning of period $ 10.04 -------- Income (loss) from investment operations: Net investment income (loss)(c) 0.22 Net gain (loss) on investments (realized and unrealized) 0.13 -------- Total from investment operations 0.35 -------- Less distributions: Dividends from net investment income (0.25) Distributions from realized gains (0.03) -------- Total distributions (0.28) -------- Net asset value, end of period $ 10.11 ======== TOTAL RETURN(a) 3.46% -------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 27,646 -------- Ratios to average net assets: Net investment income (loss) 2.92% Total expenses 1.43% Gross expenses(b) 1.43% Net expenses(d) 1.42% -------- Portfolio turnover rate 146% YEAR ENDED DECEMBER 31, CLASS B 2004(e) - ------- ------------ PER SHARE DATA Net asset value, beginning of period $ 10.04 -------- Income (loss) from investment operations: Net investment income (loss)(c) 0.17 Net gain (loss) on investments (realized and unrealized) 0.12 -------- Total from investment operations 0.29 -------- Less distributions: Dividends from net investment income (0.19) Distributions from realized gains (0.03) -------- Total distributions (0.22) -------- Net asset value, end of period $ 10.11 ======== TOTAL RETURN(a) 2.87% -------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 18,606 -------- Ratios to average net assets: Net investment income (loss) 2.20% Total expenses 2.17% Gross expenses(b) 2.17% Net expenses(d) 2.17% -------- Portfolio turnover rate 146% See accompanying notes. 41 SECURITY INCOME FUND Financial Highlights INCOME OPPORTUNITY SERIES Selected data for each share of capital stock outstanding throughout each period YEAR ENDED DECEMBER 31, CLASS C 2004(e) - ------- ------------ PER SHARE DATA Net asset value, beginning of period $ 10.04 -------- Income (loss) from investment operations: Net investment income (loss)(c) 0.16 Net gain (loss) on investments (realized and unrealized) 0.13 -------- Total from investment operations 0.29 -------- Less distributions: Dividends from net investment income (0.19) Distributions from realized gains (0.03) -------- Total distributions (0.22) -------- Net asset value, end of period $ 10.11 ======== TOTAL RETURN(a) 2.88% -------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 30,288 -------- Ratios to average net assets: Net investment income (loss) 2.17% Total expenses 2.17% Gross expenses(b) 2.17% Net expenses(d) 2.17% -------- Portfolio turnover rate 146% (a) Total return information does not take into account any sales charges paid at time of purchase or contingent deferred sales charge paid at time of redemption. (b) Gross expense information reflects expense ratios absent fund expense reductions by the Investment Manager. (c) Net investment income was computed using the average month-end shares outstanding throughout the period. (d) Net expense information reflects expense ratios after reduction of custodian expenses. (e) The Income Opportunity Series was initially capitalized on February 11, 2004, with a net asset value of $10.00 per share. The Series commenced operations on March 31, 2004 with a net asset value of $10.04. Percentage amounts for the period have been annualized, except for total return. See accompanying notes. 42 Managers' Commentary SECURITY CASH FUND February 15, 2005 (unaudited) [SECURITY FUNDS LOGO] Advisor, Security Management Company, LLC TO OUR SHAREHOLDERS: The main theme in the money markets during 2004 was The Federal Reser ve Bank's (Fed) monetary policy committee increasing the federal funds rate by 125 basis points. The Fed's attempt to restrain inflationary pressure on the economy lifted money market yields, from historic lows. Security Cash Fund returned 0.40% for the 12-month period ended December 31, 2004. Aside from higher short-term interest rates, the past year proved positive for credit issuers. Companies continued to report strong cash flows and healthy earnings driven by the recent economy and consumer spending. One concerning trend is the growing tendency for firms to use their excess cash flow (shareholder friendly) for increasing dividends or share repurchases, rather than bolstering credit quality. CHARACTERISTICS OF PORTFOLIO ASSETS At December 31, 2004, the average maturity of the holdings in Cash Fund was 50 days, which is slightly longer than the benchmark. However, this longer maturity has worked well by enhancing the yield and positioning the portfolio to benefit from expected additional federal funds rate increases in 2005. The yield curve for money market instruments trended upward for the latter half of 2004, thus making it easier for the Fund to pick up additional yield, broadly along the maturity spectrum and among various types of instruments. The majority of the Fund's assets lie in the corporate debt sector via commercial paper, floating rate securities and bankers acceptance, due to the strong fundamentals of credit and because these three areas of the market represent good value against other sectors. At the end of the year, approximately 58% of the Fund was made up of Commercial Paper, 31% in Floating Rate securities (which includes Corporate and U.S. Government-Backed), 12% in U.S. Government/Agency obligations, 2% in funding agreements, and 1% in Bankers Acceptances and (4.0%) in liabilities, less cash and other assets. OUTLOOK FOR 2005 For 2005, we anticipate continued growth in the U.S. economy with the household sector remaining an important factor, although becoming less of a driver of growth relative to business investment. Also, we believe the Federal Reserve will continue its "measured" increases in the federal funds rate. We plan to continue investing in the corporate sector as companies have improved their balance sheets and profitability in recent years. As always, we will continue to monitor the economic and market conditions when deciding portfolio strategies and will adjust the asset mix and maturity structure in the portfolio accordingly. Thank you for your investment in Security Cash Fund. As always, we appreciate that you have chosen us to manage your assets and remain focused on achieving the Fund's investment goals. Sincerely, Fixed Income Team An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. 43 Managers' Commentary SECURITY CASH FUND November 15, 2004 (unaudited) PERFORMANCE PORTFOLIO COMPOSITION BY QUALITY RATINGS (BASED ON STANDARD AND POOR'S RATINGS) AAA 15.78% AA 6.88 A 80.81 Liabilities, less cash & other assets (3.47) AVERAGE ANNUAL RETURNS PERIOD ENDED 12-31-04 1 YEAR 5 YEARS 10 YEARS - --------------------- ------ ------- -------- 0.40% 2.02% 2.30% The performance data above represents past performance which is not predictive of future results. The figures do not reflect the deduction of taxes that a shareholder would pay on distribution or redemption of fund shares. Such figures would be lower if applicable taxes were deducted. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Fee waivers and/or reimbursements reduced fund expenses and in the absence of such waivers, the performance quoted would be reduced. See accompanying notes. 44 Managers' Commentary SECURITY CASH FUND February 15, 2004 (unaudited) PERFORMANCE INFORMATION ABOUT YOUR FUND'S EXPENSES CALCULATING YOUR ONGOING FUND EXPENSES EXAMPLE As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2004 -December 31, 2004. ACTUAL EXPENSES The first line in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. FUND EXPENSES BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING 07-01-04 12-31-04(1) PERIOD(2) ------------- ------------- ------------- Security Cash Fund Actual $ 1,000.00 $ 1,003.40 $ 4.99 Hypothetical 1,000.00 1,020.16 5.03 (1) The actual ending account value is based on the actual total return of the Fund for the period July 1, 2004 to December 31, 2004 after actual expenses and will differ from the hypothetical ending account value which is based on the Fund's expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period July 1, 2004 to December 31, 2004 was 0.34%. (2) Expenses are equal to the Fund's annualized expense ratio 0.99% multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). 45 Schedule of Investments SECURITY CASH FUND December 31, 2004 PRINCIPAL MARKET AMOUNT VALUE ----------- ---------- BANKERS ACCEPTANCES - 1.0% JP Morgan & Company, Inc., 2.03%, 01-24-05 $ 500,000 $ 499,352 ---------- TOTAL BANKERS ACCEPTANCES (cost $499,352) 499,352 ---------- COMMERCIAL PAPER - 57.8% BANKING - 4.9% ING (US) Funding: 2.20%, 01-18-05 2,000,000 1,997,922 2.40%, 02-16-05 413,000 411,733 ---------- 2,409,655 ---------- BROKERAGE - 16.2% Bear Stearns Companies, Inc., 2.30%, 01-26-05 2,500,000 2,496,007 Credit Suisse First Boston, 2.34%, 01-20-05 1,000,000 998,765 Goldman Sachs, Inc., 2.34%, 01-28-05 2,000,000 1,996,490 Morgan Stanley: 2.17%, 01-04-05 1,000,000 999,819 2.33%, 01-25-05 1,500,000 1,497,670 ---------- 7,988,751 ---------- CONSUMER PRODUCTS - 4.4% Procter & Gamble Company, 2.40%, 03-15-05 2,200,000 2,189,293 ---------- ELECTRIC - 2.4% Southern Company, 2.23%, 01-13-05 1,200,000 1,199,108 ---------- FINANCIAL COMPANIES - DIVERSIFIED - 4.9% Amstel Funding Corporation, 2.38%, 02-28-05 2,400,000 2,390,797 ---------- FINANCIAL COMPANIES - NONCAPTIVE DIVERSIFIED - 9.9% CIT Group, Inc., 2.36%, 02-11-05 2,500,000 2,493,281 Citigroup, Inc.: 2.02%, 01-18-05 1,100,000 1,098,951 2.32%, 02-09-05 1,300,000 1,296,733 ---------- 4,888,965 ---------- FOOD & BEVERAGE - 2.6% Anheuser Busch Companies, Inc., 2.39%, 03-22-05 1,300,000 1,293,095 ---------- HEALTH CARE - 4.7% Pfizer, Inc., 2.14%, 01-14-05 2,300,000 2,298,223 ---------- HOME CONSTRUCTION - 2.2% Fortune Brands, Inc., 2.31%, 02-14-05 1,100,000 1,096,894 ---------- MEDIA - NONCABLE - 3.2% Tribune Company, 2.27%, 01-06-05 1,600,000 1,599,496 ---------- PHARMACEUTICALS - 2.4% Abbott Laboratories, 2.20%, 02-01-05 1,200,000 1,197,727 ---------- TOTAL COMMERCIAL PAPER (cost $28,552,004) 28,552,004 ---------- CORPORATE BONDS - 30.9% AUTOMOTIVE - 0.5% American Honda Finance, 2.14%, 01-11-05(1) 250,000 250,009 ---------- BANKING - 4.9% Wells Fargo & Company, 2,579%, 03-29-05(1) 2,400,000 2,401,382 ---------- BROKERAGE - 6.9% Lehman Brothers Holdings, Inc., 3.049%, 03-28-05(1) 1,000,000 1,003,752 Merrill Lynch & Company, 2.82%, 03-21-05(1) 2,400,000 2,405,745 ---------- 3,409,497 ---------- FINANCIAL - OTHER - 2.4% Countrywide Home Loan, 2.425%, 02-23-05(1) 1,200,000 1,200,021 ---------- FINANCIAL COMPANIES - CAPTIVE - 9.1% Caterpillar Financial Services Corporation, 2.55%, 03-01-05(1) 2,500,000 2,501,761 General Electric Capital Corporation, 2.615%, 03-15-05(1) 2,000,000 2,000,546 ---------- 4,502,307 ---------- FINANCIAL COMPANIES - NONCAPTIVE CONSUMER - 7.1% American Express Credit Corporation, 2.468%, 01-14-05(1) 1,500,000 1,501,021 JP Morgan Chase & Company, 2.609%, 02-22-05(1) 2,000,000 2,002,239 ---------- 3,503,260 ---------- TOTAL CORPORATE BONDS (cost $15,266,476) 15,266,476 ---------- MISCELLANEOUS ASSETS - 2.0% FUNDING AGREEMENTS - 2.0% United of Omaha Life Insurance Company, 2.38%, 01-01-05(1) 1,000,000 1,000,000 ---------- TOTAL MISCELLANEOUS ASSETS (cost $1,000,000) 1,000,000 ---------- U.S. GOVERNMENT SPONSORED AGENCIES - 11.7% FEDERAL HOME LOAN BANK - 5.1% 1.38%, 03-28-05 1,500,000 1,496,356 3.02%, 01-18-06 1,000,000 999,950 ---------- 2,496,306 ---------- FEDERAL HOME LOAN MORTGAGE CORPORATION - 1.4% 1.21%, 01-06-05 700,000 699,882 ---------- FEDERAL NATIONAL MORTGAGE ASSOCIATION - 3.0% 2.419%, 01-07-05(1) 1,500,000 1,501,369 ---------- See accompanying notes. 46 Schedule of Investments SECURITY CASH FUND December 31, 2004 PRINCIPAL MARKET AMOUNT VALUE ----------- ----------- MISCELLANEOUS ASSETS (CONTINUED) SMALL BUSINESS ASSOCATION POOLS - 1.8% #503295, 2.25%, 01-01-05(1) $ 147,786 $ 147,878 #503303, 2.25%, 01-01-05(1) 131,586 131,668 #502398, 2.375%, 01-01-05(1) 46,239 46,411 #503152, 2.375%, 01-01-05(1) 200,354 200,354 #503265, 2.50%, 01-01-05(1) 148,412 148,041 #501927, 3.25%, 01-01-05(1) 205,061 206,996 ----------- 881,348 ----------- STUDENT LOAN MARKETING ASSOCIATION - 0.4% 1997-4 A2, 2.97%, 01-25-05(1) 213,778 214,302 ----------- TOTAL U.S. GOVERNMENT SPONSORED AGENCIES (cost $5,793,207) 5,793,207 ----------- REPURCHASE AGREEMENT - 0.8% United Missouri Bank, 1.74%, dated 12-31-04, matures 01-03-05; repurchase amount of $374,053 (Collateralized by FHLMC 0.00%, 01-14-05 with a value of $381,639) 374,000 374,000 ----------- TOTAL REPURCHASE AGREEMENT (cost $374,000) 374,000 ----------- TOTAL INVESTMENTS - 104.2% (cost $51,485,039) 51,485,039 LIABILITIES, LESS CASH & OTHER ASSETS - (4.2%) (2,087,018) ----------- TOTAL NET ASSETS - 100.0% $49,398,021 =========== The identified cost of investments owned at December 31, 2004 was the same for federal income tax and financial statement purposes. (1) Variable rate security. Rate indicated is rate effective at December 31, 2004. Maturity date indicated is next interest reset date. See accompanying notes. 47 SECURITY CASH FUND Statement of Assets and Liabilities December 31, 2004 ASSETS: Investments, at value(1)......................... $ 51,485,039 Cash............................................. 29,242 Receivables: Fund shares sold.............................. 153,196 Securities sold............................... 4,060 Interest...................................... 44,845 Prepaid expenses................................. 30,578 ------------ Total assets..................................... 51,746,960 ------------ LIABILITIES: Payable for: Securities purchased.......................... 999,950 Fund shares redeemed.......................... 1,291,027 Dividends payable to shareholders............. 482 Management fees............................... 21,579 Custodian fees................................ 1,304 Transfer agent and administration fees........ 22,171 Professional fees............................. 7,120 Other......................................... 5,306 ------------ Total liabilities................................ 2,348,939 ------------ NET ASSETS....................................... $ 49,398,021 ============ NET ASSETS CONSIST OF: Paid in capital.................................. 49,398,021 ------------ Net assets....................................... $ 49,398,021 ============ Capital shares outstanding (unlimited number of shares authorized)....... 49,398,021 Net asset value per share........................ $ 1.00 ============ (1) Investments, at cost......................... $ 51,485,039 Statement of Operations For the Year Ended December 31, 2004 INVESTMENT INCOME: Interest....................................... $ 716,036 ------------ Total investment income........................ 716,036 ------------ EXPENSES: Management fees................................ 257,819 Custodian fees................................. 9,628 Transfer/maintenance fees...................... 246,450 Administration fees............................ 42,341 Directors' fees................................ 25,259 Professional fees.............................. 11,157 Reports to shareholders........................ 6,339 Registration fees.............................. 41,927 Other expenses................................. 9,145 ------------ Total expenses................................. 650,065 Less: Reimbursement of expenses................ (140,181) ------------ Net expenses................................... 509,884 ------------ Net investment income.......................... 206,152 ------------ Net increase in net assets resulting from operations................... $ 206,152 ============ See accompanying notes. 48 Statement of Changes in Net Assets SECURITY CASH FUND YEAR ENDED YEAR ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income........................................... $ 206,152 $ 140,090 ------------- ------------- Net increase in net assets resulting from operations............ 206,152 140,090 ------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income........................................... (206,152) (140,090) ------------- ------------- Total distributions to shareholders............................. (206,152) (140,090) ------------- ------------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares.................................... 68,153,759 94,024,769 Distributions reinvested........................................ 203,276 151,879 Cost of shares redeemed......................................... (78,522,212) (104,292,914) ------------ ------------- Net decrease from capital share transactions.................... (10,165,177) (10,116,266) ------------- ------------- Net decrease in net assets...................................... (10,165,177) (10,116,266) ------------- ------------- NET ASSETS: Beginning of period............................................. 59,563,198 69,679,464 ------------- ------------- End of period................................................... $ 49,398,021 $ 59,563,198 ============= ============= CAPITAL SHARE ACTIVITY: Shares sold..................................................... 68,153,759 94,024,769 Shares reinvested............................................... 203,276 151,879 Shares redeemed................................................. (78,522,212) (104,292,914) ------------- ------------- Total capital share activity.................................... (10,165,177) (10,116,266) ============= ============= See accompanying notes. 49 Financial Highlights SECURITY CASH FUND Selected data for each share of capital stock outstanding throughout each period YEAR ENDED, DECEMBER 31, CLASS A 2004 2003 2002 2001 2000 - ------- -------- -------- -------- -------- ------------ PER SHARE DATA Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 -------- -------- -------- -------- ------------ Income (loss) from investment operations: Net investment income (loss)(c) - - 0.01 0.03 0.05 Net gain (loss) on securities (realized and unrealized) - - - - - -------- -------- -------- -------- ------------ Total from investment operations - - 0.01 0.03 0.05 -------- -------- -------- -------- ------------ Less distributions: Dividends from net investment income -(e) -(e) (0.01) (0.03) (0.05) Distributions from realized gains - - - - - -------- -------- -------- -------- ------------ Total distributions - - (0.01) (0.03) (0.05) -------- -------- -------- -------- ------------ Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======== ======== ======== ======== ============ TOTAL RETURN (a) 0.40% 0.20% 0.85% 3.20% 5.56% -------- -------- -------- -------- ------------ RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $ 49,398 $ 59,563 $ 69,679 $ 67,638 $ 62,472 -------- -------- -------- -------- ------------ Ratios to average net assets: Net investment income (loss) 0.40% 0.21% 0.84% 3.08% 5.48% Total expenses 0.99% 1.00% 1.00% 1.00% 0.98% Gross expenses(b) 1.26% 1.14% 1.07% 1.01% 0.98% Net expenses(d) 0.99% 1.00% 1.00% 1.00% 0.98% (a) Total return information does not take into account any charges paid at time of purchase or contingent deferred sales charge paid at time of redemption. (b) Gross expense information reflects expense ratios absent fund expense reductions by the Investment Manager. (c) Net investment income was computed using the average month-end shares outstanding throughout the period. (d) Net expense information reflects expense ratios after expense reductions or fee waivers and reduction to custodian expenses. (e) Dividends from net investment income are less than $0.01 per share. See accompanying notes. 50 Notes to Financial Statements December 31, 2004 1. SIGNIFICANT ACCOUNTING POLICIES Security Income Fund, Security Municipal Bond Fund and Security Cash Fund (the Funds) are registered under the Investment Company Act of 1940, as amended, as diversified open-end management investment companies. The shares of Security Income Fund are currently issued in multiple series, with each series, in effect, representing a separate fund. The Security Income Fund and Security Municipal Bond Fund offer different classes and, therefore, are required to account for each class separately and to allocate general expenses to each class based on the net asset value of each series. Class "A" shares are generally 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 purchases of Class "A" shares of $1 million or more sold without a front-end sales charge are subject to a contingent deferred sales charge if redeemed within one year of purchase. Class "B" shares may be subject to a contingent deferred sales charge for six years and automatically convert to Class "A" shares after eight years. Redemptions of the shares within five years of acquisition incur a contingent deferred sales charge. Class "C" shares are offered without a front-end sales charge but incur additional class-specific expenses. Redemptions of the shares within one year of acquisition incur a contingent deferred sales charge. The following is a summary of the significant accounting policies followed by the Funds in the preparation of their financial statements. A. SECURITY VALUATION - Valuations of Security Income and Security Municipal Bond Funds' securities are supplied by pricing services approved by the Board of Directors. The Funds' officers, under the general supervision of the Board of Directors, regularly review procedures used by, and valuations provided by, the pricing services. Each security owned by a Fund that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued. Where the security is listed on more than one exchange, the Fund will use the price of that exchange that it generally considers to be the principal exchange on which the stock is traded. Fund securities listed on the Nasdaq Stock Market, Inc. ("Nasdaq") will be valued at the Nasdaq Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or Nasdaq on such day, the security is valued at the closing bid price on such day. Securities for which market quotations are not readily available are valued by a pricing service considering securities with similar yields, quality, type of issue, coupon, duration and rating. If there is no bid price or if the bid price is deemed to be unsatisfactory by the Board of Directors or by the Funds' investment manager, then the securities are valued in good faith by such method as the Board of Directors determines will reflect the fair value. If events occur that will affect the value of a fund's portfolio securities before the NAV has been calculated (a "significant event"), the security will generally be priced using a fair value procedure. If the Valuation Committee determines a significant event has occurred, it will evaluate the impact of that event on an affected security or securities, to determine whether a fair value adjustment would materially affect the fund's NAV per share. Some of the factors which may be considered by the Board of Directors in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restrictions on disposition; trading in similar securities of the same issuer or comparable companies; information from broker-dealers; and an evaluation of the forces that influence the market in which the securities are purchased and sold. The senior floating rate interests (loans) in which the Income Opportunity Series invests are not listed on any securities exchange or board of trade. Accordingly, determinations of the value of loans may be based on infrequent and dated trades. Typically loans are valued using information provided by an independent third party pricing service. If the pricing service cannot or does not provide a valuation for a particular loan or such valuation is deemed unreliable, such loan is fair valued. In determining fair value, consideration is given to several factors, which may include, among others, one or more of the following: the fundamental business data relating to the issuer or borrower; an evaluation of the forces which influence the market in which these loans are purchased and sold; type of holding; financial statements of the borrower; cost at date of purchase; size of holding; credit worthiness and cash flow of issuer; information as to any transactions in, or offers for, the holding; price and extent of public trading in similar securities (or equity securities) of the issuer/borrower, or comparable companies; coupon payments; quality, value and saleability of collateral securing the loan; business prospects of the issuer/borrower, including any ability to obtain money or resources from a parent or affiliate; the portfolio manager's and/or the market's assessment of the borrower's management; prospects for the borrower's industry, and multiples (of earnings and/or cash flow) being paid for similar businesses in that industry; borrower's competitive position within the industry; borrower's ability to access additional liquidity through public and/or private markets; and other relevant factors. Security Cash Fund, by approval of the Board of Directors, utilizes the amortized cost method for valuing portfolio securities, whereby all investments are valued by reference to their acquisition cost as adjusted for amortization of premiums or accretion of discounts, which approximates market value. B. REPURCHASE AGREEMENTS - In connection with transactions in repurchase agreements, it is the Funds' policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Funds may be delayed or limited. C. SENIOR FLOATING RATE INTERESTS - Senior secured corporate loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR) or the prime 51 Notes to Financial Statements December 31, 2004 rate offered by one or more major United States banks. D. OPTIONS - Diversified Income Series and the High Yield Series may purchase put and call options and write such options on a covered basis on securities that are traded on recognized securities exchanges and over-the-counter markets. Call and put options on securities give the holder the right to purchase or sell, respectively (and the writer, the obligation to sell or purchase) a security at a specified price, until a certain date. The primary risks associated with the use of options are an imperfect correlation between the change in market value of the securities held by these Series and the price of the option, the possibility of an illiquid market, and the inability of the counter-party to meet the terms of the contract. The cash premiums received for a written option are recorded as an asset, with an equal liability which is marked to market based on the option's quoted daily settlement price. Fluctuations in the value of such instruments are recorded as unrealized appreciation (depreciation) until terminated, at which time realized gains and losses are recognized. E. SECURITY TRANSACTIONS AND INVESTMENT INCOME - Security transactions are accounted for on the date the securities are purchased or sold (trade date). Trade date for senior and subordinated loans purchased in the "primary market" is considered the date on which the loan allocations are determined. Trade date for senior and subordinated loans purchased in the "secondary market" is the date on which the transaction is entered into. Realized gains and losses are reported on an identified cost basis. Interest income is recognized on the accrual basis, including the amortization of premiums and accretion of discounts on debt securities. Interest income also includes pay-down gains and losses on senior and subordinated loans. Each class of shares participates in investment income, fund-level expenses and realized and unrealized gains and losses based on the total net asset value of its shares in proportion to the total net assets of the fund. F. SECURITIES PURCHASED ON A WHEN-ISSUED DELAYED DELIVERY BASIS - The Funds may purchase and sell interests in securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. No income accrues to the Fund on such interests or securities in connection with such transactions prior to the date the Series actually takes delivery of such interests or securities. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Series will generally purchase these securities with the intention of acquiring such securities, they may sell such securities before the settlement date. G. EXPENSES - Expenses that are directly related to one of the Funds are charged directly to that Fund. Other operating expenses are allocated to the Funds on the basis of relative net assets. Class specific expenses, such as 12b-1 fees, are borne by that class. Income, other expenses, and realized and unrealized gains and losses of a Fund are allocated to each respective class in proportion to the relative net assets of each class. H. DISTRIBUTIONS TO SHAREHOLDERS - Distributions to shareholders are recorded on the ex-dividend date. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. I. TAXES - The Funds intend to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of their taxable net income and net realized gains sufficient to relieve them from all, or substantially all, federal income, excise and state income taxes. Therefore, no provision for federal or state income tax is required. J. EARNINGS CREDITS - Under the fee schedule with the custodian, the Funds can earn credits based on overnight custody cash balances. These credits can be utilized to reduce related custodial expenses. The custodian fees disclosed in the Statement of Operations are before the reduction in expense from the related earnings credits. K. USE OF ESTIMATES - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. M. INDEMNIFICATIONS - Under the Funds' organizational documents, its Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnification to other parties. The Funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred, and may not occur. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote. 2.MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES Management fees are payable to Security Management Company, LLC (SMC) as follows: MANAGEMENT FEES (AS A % OF NET ASSETS) Security Municipal Bond Fund 0.50% Security Income Fund: Diversified Income Series 0.35% High Yield Series 0.60% Income Opportunity Series 0.80%(1) Security Cash Fund 0.50% (1) Management fees are payable at the rate of 0.80% of the average daily net assets of $200 million or less, plus an additional 0.70% of the average daily net assets of more than $200 million. 52 Notes to Financial Statements December 31, 2004 SMC also acts as the administrative agent and transfer agent for the Funds, and as such performs administrative functions, transfer agency and dividend disbursing services, and the bookkeeping, accounting and pricing functions for each fund. For these services, the Investment Manager receives the following: ADMINISTRATIVE FEES (AS A % OF NET ASSETS)* ----------------------- Security Municipal Bond Fund 0.09% Security Income Fund: Diversified Income Series 0.09% High Yield Series 0.09% Income Opportunity Series 0.145% Security Cash Fund 0.09% - --------------- * Effective February 1, 2004 the minimum annual charge for administrative fees is $25,000. SMC is paid the following for providing transfer agent services to the Funds: EFFECTIVE PRIOR TO FEBRUARY 1, 2004 FEBRUARY 1, 2004 ----------------- ----------------- Per account charge $ 5.00 - $ 8.00 $ 8.00 Transaction fee $ 0.60 - $ 1.10 $ 1.00 Minimum charge per fund $ 25,000 N/A Reimbursement of certain out-of-pocket charges Varies N/A SMC pays Salomon Brothers Asset Management, Inc. an annual fee equal to ..22% of the average daily net assets of Security Municipal Bond Fund for management services provided to the fund. SMC pays Four Corners Capital Management, LLC an annual fee equal to .50% of the average daily net assets of Income Opportunity Fund of $75 million or less, plus .40% of such assets of more than $75 million up to $200 million, plus ..35% of such assets of more than $200 million for management services provided to the fund. The investment advisory contract for Security Income Fund provides that the total annual expenses of each series of the fund (including management fees and custodian fees net of earnings credits, but excluding interest, taxes, brokerage commissions, extraordinary expenses and distribution fees paid under the Class B and Class C distribution plans) will not exceed the level of expenses which Security Income Fund is permitted to bear under the most restrictive expense limitation imposed by any state in which shares of the Fund are qualified for sale. For the period ended December 31, 2004, SMC agreed to limit the total expenses of Diversified Income Fund to an annual rate of .95% of the average daily net asset value of Class A shares and 1.70% of Class B shares and Class C shares. SMC also agreed to limit the total expenses of the High Yield Fund to 2.00% for Class A shares and 2.75% for Class B and Class C shares. The investment advisory contract for Security Municipal Bond Fund pro- vides that the total annual expenses of the fund, exclusive of interest, taxes, Rule 12b-1 fees, brokerage fees and commissions and extraordinary expenses, will not exceed an amount equal to an annual rate of 1.00% of the average net assets of Class A Shares and 1.75% of the average net assets of Class B shares as calculated on a daily basis. SMC has agreed voluntarily to limit the total expenses of Security Municipal Bond Fund to an annual rate of 1.00% of the average daily net asset value of Class A shares and 1.75% for Class B shares. The investment advisory contract for Security Cash Fund provides that the total annual expenses of the fund, exclusive of interest, taxes, brokerage fees and commissions and extraordinary expenses, will not exceed an amount equal to an annual rate of 1.00% of the average net assets of the fund as calculated on a daily basis. Furthermore, SMC voluntarily waived expenses to maintain a 0.10% daily yield. Security Income and Security Municipal Bond Funds have adopted distribution plans related to the offering of Class B shares and Security Income Fund has adopted a distribution plan relating to the offering of Class C shares, each such distribution plan has been adopted pursuant to Rule 12b-1 of the Investment Company Act of 1940. The plans provide for payments at an annual rate of 1.00% of the average daily net assets of Class B and Class C shares. Class A shares of Security Income Fund and Security Municipal Bond Fund incur Rule 12b-1 distribution fees at an annual rate of .25% of the average daily net assets of each series. Security Distributors, Inc. (SDl), a wholly-owned subsidiary of Security Benefit Corporation. and the national distributor of the Funds, retained underwriting commissions on sales of shares after allowances to brokers and dealers in the following amounts: SDI UNDERWRITING COMMISSIONS ---------------------------- Municipal Bond Fund $ 450 Security Income Fund: Diversified Series 12,372 High Yield Series 2,346 Income Opportunity Series 4,493 Certain officers and directors of the Funds are also officers and/or directors of Security Benefit Life Insurance Company and its affiliates, which include SMC and SDI. At December 31, 2004, Security Benefit Corporation and its subsidiaries owned over five percent of the outstanding shares of the Funds, as follows: FUND OR SERIES PERCENT OF OUTSTANDING SHARES OWNED - ---------------------------- ----------------------------------- Security Income Fund: Diversified Income Series 10.12% High Yield Series 17.55% Income Opportunity Series 68.36% Security Cash Fund 8.81% 53 Notes to Financial Statements December 31, 2004 3. LINE OF CREDIT The Income Opportunity Series of the Security Income Fund has a $10 million committed secured revolving line of credit with State Street Bank and Trust Company. The Series may borrow money for temporary or emergency purposes to fund shareholder redemptions. Borrowings under the agreement bear interest at a variable rate per annum equal to the Bank's overnight federal funds rate as determined by the Bank plus 0.50% per annum which rate shall change when such federal funds rate changes. The Series did not borrow from the line during the period ended December 31, 2004. 4. FEDERAL INCOME TAX MATTERS Net investment income and net realized gains (losses) may differ for financial statement and tax purposes because of temporary or permanent book/tax differences. These differences are primarily due to interest income accrued for defaulted and variable rate securites for tax purposes and differing book and tax amortization methods for premium and market discount. To the extent these differences are permanent differences, adjustments are made to the appropriate equity accounts in the period that the differences arise. The following adjustments were made to the Statements of Assets and Liabilities as of December 31, 2004 to reflect permanent differences: ACCUMULATED UNDISTRIBUTED NET REALIZED NET INVESTMENT PAID-IN GAIN (LOSS) INCOME CAPITAL ------------ -------------- ---------- Security Municipal Bond Fund $ (33,346) $ (9,552) 42,898 Security Income Fund: Diversified Income Series 1,232,806 (153,335) (1,079,471) High Yield Series (42,642) 71,918 (29,276) Income Opportunity Series (10,912) 10,912 - The amounts of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2004, were as follows: MUNICIPAL DIVERSIFIED HIGH INCOME BOND INCOME YIELD OPPORTUNITY FUND SERIES SERIES SERIES ---------- ------------ ---------- ----------- Gross unrealized appreciation $ 457,129 $ 1,944,932 $2,539,261 $ 507,774 Gross unrealized depreciaton (2,336) (328,085) (932,125) (39,259) ---------- ----------- ---------- ----------- Net unrealized appreciation (depreciation) $ 454,793 $ 1,616,847 $1,607,136 $ 468,515 ========== =========== ========== =========== At December 31, 2004, the following funds have capital loss carryovers to offset future realized capital gains as follows: CAPITAL LOSS EXPIRATION CARRYOVER YEAR ------------ ---------- Security Municipal Bond Fund $ 4,714 2012 Security Income Fund: Diversified Income Series $ 816,702 2005 801,693 2007 3,837,647 2008 433,468 2010 291,583 2011 453,684 2012 ------------ $ 6,634,777 ============ High Yield Series $ 170,973 2009 645,956 2010 553,553 2011 ------------ $ 1,370,482 ============ 54 Notes to Financial Statements December 31, 2004 The tax character of distributions paid during the fiscal years ended December 31, 2004 and 2003, was the same as that reported in the Statement of Changes in Net Assets, except as follows: LONG-TERM TAX-EXEMPT ORDINARY CAPITAL RETURN OF INCOME INCOME GAIN CAPITAL TOTAL ---------- ---------- --------- --------- --------- 2003 Security Municipal Bond Fund $718,658 $ 16,319 $ 137,386 - $ 872,363 2004 Security Municipal Bond Fund 503,150 - - - 503,150 Security Income Fund Diversified Income Series - 4,178,090 - 7,310 4,185,400 High Yield Series - 2,287,476 - 64,276 2,351,752 Income Opportunity Series - 1,425,122 - - 1,425,122 Note: For federal income tax purposes, short term capital gain distributions are treated as ordinary income distributions. As of December 31, 2004 the components of accumulated earnings/(deficit) on a tax basis were the same as those reported in the Statement of Assets and Liabilities, except as follows: UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED UNREALIZED ORDINARY LONG-TERM CAPITAL AND APPRECIATION INCOME GAIN OTHER LOSSES* (DEPRECIATION)** ------------- ------------- ------------- ----------------- Security Municipal Bond Fund $ 1,989 - $ (4,714) $ 454,793 Security Income Fund: Diversified Income Series - - (6,634,777) 1,616,847 High Yield Series - - (1,370,482) 1,498,035 Income Opportunity Series 23,369 - - 468,515 * Certain Funds had net capital loss carryovers as identified elsewhere in the Notes. ** The differences between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of wash sale losses, and the differences between book and tax basis bond discount accretion. 5. INVESTMENT TRANSACTIONS Investment transactions for the year ended December 31, 2004 (excluding overnight investments and short-term debt securities) were as follows: MUNICIPAL DIVERSIFIED HIGH INCOME BOND INCOME YIELD OPPORTUNITY FUND FUND FUND FUND ---------- ----------- ----------- ------------ Purchases $2,339,322 $40,894,965 $32,923,475 $134,549,606 Proceeds from sales $2,967,255 $40,996,638 $25,680,642 $ 62,285,438 55 Report of Independent Registered Public Accounting Firm TO THE SHAREHOLDERS AND BOARD OF DIRECTORS SECURITY MUNICIPAL BOND FUND, SECURITY INCOME FUND, AND SECURITY CASH FUND We have audited the accompanying statements of assets and liabilities of Security Municipal Bond Fund, Security Income Fund (comprised of Diversified Income Series, High Yield Series and Income Opportunity Series), and Security Cash Fund (collectively, the Funds), including the schedules of investments, as of December 31, 2004, and the related statements of operations for the period then ended, the statements of changes in net assets, and the financial highlights for each of the periods indicated therein, and the statement of cash flows for Security Income Fund - Income Opportunity Series for the period February 11, 2004 (date of inception) to December 31, 2004. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of December 31, 2004, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds at December 31, 2004, the results of their operations for the period then ended, and changes in their net assets, and the financial highlights for each of the periods indicated therein and cash flows of Security Income Fund - - Income Opportunity Series for the period then ended in conformity with U.S. generally accepted accounting principles. /s/ ERNST & YOUNG LLP Kansas City, Missouri February 4, 2005 56 Directors and Officers (unaudited) The business address of each director and officer is One Security Benefit Place, Topeka, KS 66636-0001. DIRECTORS NAME (DATE OF BIRTH) YEAR ELECTED*** PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------------------------------------------ Donald A. Chubb, Jr.** Business broker, Griffith & Blair Realtors (12-14-46) 1994 Harry W. Craig, Jr. Chairman, CEO, Secretary & Director, The Martin Tractor Company, Inc.; President & Director, (05-11-39) The Martin Tractor Company, Inc. 2004 Penny A. Lumpkin** Partner, Vivians' Gift Shop (Corporate Retail) (08-20-39) Vice President, Palmer Companies, Inc. (Small Business and Shopping Center Development) 1993 Vice President, PLB (Real Estate Equipment Leasing) Vice President, Town Crier (Retail) Prior to 1999: Vice President & Treasurer, Palmer News, Inc. Vice President, M/S News, Inc. Secretary, Kansas City Periodicals Prior to 2002: Vice President, Bellaire Shopping Center (Managing and Leasing) Partner, Goodwin Enterprises (Retail) Maynard F. Oliverius** President & Chief Executive Officer, Stormont-Vail HealthCare (12-18-43) 1998 John D. Cleland* Retired. Prior to January 1, 2003, Senior Vice President, Security Benefit Group, Inc. and (05-01-36) Security Benefit Life Insurance Company 1991 (Director) 2000 (Chairman of the Board) Michael G. Odlum* President & Managing Member Representative, Security Management Company, LLC (01-12-52) Senior Vice President and Chief Investment Officer, Security Benefit Corporation and 2004 (President) Security Benefit Life Insurance Company 2004 (Director) Director, Security Distributors, Inc. Director, Vice President and Chief Investment Officer, First Security Benefit Life Insurance and Annuity Company of New York President & Chief Operating Officer, Allied Investment Advisors, Inc. Principal, Vanguard Group - ---------------------- * These directors are deemed to be "interested persons" of the Funds under the Investment Company Act of 1940, as amended, by reason of their positions with the Funds' Investment Manager and/or the parent of the Investment Manager. ** These directors serve on the Funds' joint 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 function for the Funds. *** Each director oversees 35 Security Fund portfolios and serves until the next annual meeting, or until a successor has been duly elected and qualified. 57 Directors and Officers (unaudited) (continued) OFFICERS NAME (DATE OF BIRTH) TITLE YEAR ELECTED* PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS - ----------------------- ------------------------------------------------------------------------------------------------- Steven M. Bowser Vice President & Senior Portfolio Manager, Security Management Company, LLC; (02-11-60) Vice President, Security Benefit Life Insurance Company Vice President 2003 Brenda M. Harwood Assistant Vice President, Chief Compliance Officer & Treasurer, Security Management Company, LLC; (11-03-63) Assistant Vice President, Security Benefit Life Insurance Company Treasurer Vice President & Director, Security Distributors, Inc. 1988 Mark Lamb Vice President, Security Management Company, LLC, (02-03-60) Security Benefit Life Insurance Company Vice President 2003 Amy J. Lee Secretary, Security Management Company, LLC & Security Distributors, Inc.; (06-05-61) Vice President, Associate General Counsel & Assistant Secretary, Secretary Security Benefit Life Insurance Company 1987 Mark Mitchell Vice President & Portfolio Manager, Security Management Company, LLC (08-24-64) Vice President 2003 James P. Schier Vice President & Senior Portfolio Manager, Security Management Company, LLC; (12-28-57) Vice President, Security Benefit Life Insurance Company Vice President 1998 Cindy L. Shields Vice President & Head of Equity Asset Management, Security Management Company, LLC, (06-05-67) Security Benefit Life Insurance Company Vice President 1988 Christopher D. Swickard Assistant Secretary, Security Management Company, LLC (10-09-65) Second Vice President & Counsel, Assistant Secretary Security Benefit Life Insurance Company 1996 - ---------------------------- * Officers serve until the next annual meeting or until a successor has been duly elected and qualified. Each of the Security Funds files a complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Forms N-Q of each such Fund are available on the Commission's website at www.sec.gov. The Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The portfolio holdings of each of the Security Funds are available on their website, www.securitybenefit.com or by calling 1-800-888-2461. A description of the policies and procedures that the Security Funds use to determine how to vote proxies relating to portfolio securities is available upon request, free of charge by calling 1-800-888-2461, or accessing the U.S. Securities and Exchange Commission website at www.sec.gov. Information regarding how the Security Funds voted proxies relating to portfolio securities during the 12 month period ended June 30, 2004 is available upon request, free of charge by calling 1-800-888-2461, or accessing the U.S. Securities and Exchange Commission website at www.sec.gov. The statement of additional information ("SAI") includes additional information about the Funds' Directors and is available upon request without charge by calling 1-800-888-2461. 58 This page left intentionally blank. 59 This page left intentionally blank. 60 THE SECURITY GROUP OF MUTUAL FUNDS Security Equity Fund - Alpha Opportunity Series - Enhanced Index Series - Equity Series - Global Series - Large Cap Growth Series - Mid Cap Value Series - Select 25(R) Series - Small Cap Growth Series - Social Awareness Series Security Large Cap Value Fund Security Mid Cap Growth Fund Security Income Fund - Diversified Income Series - High Yield Series - Income Opportunity Series - Capital Preservation Series Security Municipal Bond Fund Security Cash Fund SECURITY FUNDS OFFICERS AND DIRECTORS DIRECTORS Donald A. Chubb, Jr. John D. Cleland Harry W. Craig, Jr. Penny A. Lumpkin Michael G. Odlum Maynard F. Oliverius OFFICERS John D. Cleland, Chairman of the Board Michael G. Odlum, President Steve M. Bowser, Vice President, Equity Fund Mark Lamb,Vice President, Equity Fund Mark Mitchell, Vice President, Equity Fund James P. Schier, Vice President, Equity and Mid Cap Growth Fund Cindy L. Shields, Vice President, Equity Fund Amy J. Lee, Secretary Christopher D. Swickard, Assistant Secretary Brenda M. Harwood, Chief Compliance Officer & Treasurer This report is submitted for the general information of the shareholders of the Funds. The report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus which contains details concerning the sales charges and other pertinent information. [SECURITY DISTRIBUTORS, INC. LOGO] One Security Benefit Place Topeka, KS 66636-0001 ITEM 2. CODE OF ETHICS. The Registrant has adopted a code of ethics that applies to its principal executive officer and principal financial officer. A copy of the Registrant's code of ethics is filed herewith as Exhibit 10(a)(1). No amendments were made to the provisions of the code of ethics during the period covered by this report. No implicit or explicit waivers to the provisions of the code of ethics were granted during the period covered by this report. The Registrant hereby undertakes to provide any person without charge, upon request, a copy of its Code by calling the Registrant at 1-800-888-2461. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Registrant's Board of Directors has determined that Maynard Oliverius, a member of the Audit Committee of the Board, is an audit committee financial expert. Mr. Oliverius is "independent" for purposes of this item. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $7,000 in 2003 and $8,000 in 2004. (b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2003 and $0 in 2004. These services consisted of a review of the Registrant's semi-annual financial statements. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates") which required pre-approval by the Audit Committee were $14,000 in 2003 and $18,000 in 2004, which related to the review of the transfer agent function.(1) ---------- (1) Prior to May 6, 2003, the Registrant's Audit Committee was not required to pre-approve non-audit services. Therefore, the information here represents only fees for pre-approved non-audit services rendered after May 6, 2003, to Service Affiliates. (c) Tax Fees. The aggregate fees billed to the Registrant in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $2,000 in 2003 and $2,000 in 2004. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates which required pre-approval by the Audit Committee were $0 in 2003 and $0 in 2004.(2) ---------- (2) Prior to May 6, 2003, the Registrant's Audit Committee was not required to pre-approve Tax Services. Therefore, the information here represents only fees for pre-approved Tax Services rendered after May 6, 2003, to Service Affiliates. (d) All Other Fees. The aggregate fees billed to the Registrant in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2003 and $0 in 2004. The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (d) of this Item, which required pre-approval by the Audit Committee were $0 in 2003 and $0 in 2004.(3) ---------- (3) Prior to May 6, 2003, the Registrant's Audit Committee was not required to pre-approve these services. Therefore, the information here represents only fees for pre-approved services rendered after May 6, 2003, to Service Affiliates. (e) (1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures for pre-approval of the auditor's engagements for audit and non-audit services to the Registrant. Pre-approval considerations include whether the proposed services are compatible with maintaining the auditor's independence as specified in applicable rules. (e) (2) Percentage of Non-Audit Services Approved under (c)(7)(i)(C). The percentage of the services described in each of (b) through (d) of this Item 4 (only those that relate to the Registrant) that were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X was 0%, 0% and 0%, respectively. (f) Not applicable. (g) Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $16,000 in 2003 and $20,000 in 2004. (h) Auditor Independence. The Registrant's Audit Committee was provided with information relating to the provision of non-audit services by E&Y to the Registrant (and its affiliates) that were not pre-approved by the Audit Committee so that a determination could be made whether the provision of such services is compatible with maintaining E&Y's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. The Schedule of Investments is included under Item 1 of this form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The registrant does not currently have in place procedures by which shareholders may recommend nominees to the registrant's board. There have been no changes to the procedures by which shareholders may recommend nominees to the registrant's board. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's President and Treasurer have concluded that the registrant's disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of these disclosure controls and procedures within 90 days of the filing date of this report on Form N-CSR. (b) There were no significant changes in the registrant's internal controls, or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 12. EXHIBITS. (a) (1) Code of Ethics pursuant to Item 2 above. (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached hereto. (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SECURITY MUNICIPAL BOND FUND By: MICHAEL G. ODLUM ------------------------------- Michael G. Odlum, President Date: March 9, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: MICHAEL G. ODLUM ------------------------------- Michael G. Odlum, President Date: March 9, 2005 By: BRENDA M. HARWOOD ------------------------------- Brenda M. Harwood, Treasurer Date: March 9, 2005