AMENDMENT TO THE
                                    BYLAWS OF
                              SECURITY INCOME FUND

The following amendment was made to the Bylaws of Security Income Fund, dated
Februiuy 3,1995, as amended, at the regular meeting of the Board of Directors
held on February 10, 2006, deleting paragraph 19 in its entirety and inserting
in lieu thereof:

19 Management. The management of all affairs, property and business ofthe
corporation shall be vested in a Board of Directors, consisting ofa minimum of
six (6) and a maximum of'nine (9) directo~s Unless required by the Articles of
Incorporation, Directors need not be stockholders. Each person who shall serve
on the Board of' Directors and who shall be recommended and nominated for
election or reelection as a director shall be a person who is in good standing
in hisiher community and who shall not, at the time of election or reelection,
have attained hisher 72nd birthday In addition to the power and authorities by
these Bylaws and the Articles of Incorporation expressly conferred upon it, the
Board ofDirectors may exercise all such powers of the Corporation, and do all
such lawful acts and things as are not by statute or by the Articles
of'Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders

Dated: February 10, 2006 Amy J Lee, Secretary

                                     BYLAWS
                                       OF
                SECURITY INCOME FUND (LAST AMENDED JULY 23, 1999)


                                     OFFICES

1 Registered Office and Registered Agent. The location of the registered office
and the name of the registered agent of the Corporation in the State of Kansas
shall be as stated in the Articles of Incorporation or as shall be determined
from time the time by the Board of Directors and on file in the appropriate
public offices of the State of Kansas pursuant to applicable provisions of law.

2 Corporate Offices. The Corporation may have such other corporate offices and
places of business anywhere within or without the State of Kansas as the Board
of Directors may from time to time designate or the business of the Corporation
may require.

3 Corporate Records. The books and records of the Corporation may be kept at any
one or more offices of the Corporation within or without the State of Kansas,
except that the original or duplicate stock ledger containing the names and
addresses of the stockholders, and the number of shares held by them,
respectively, shall be kept at the registered office of the Corporation in the
State of Kansas.

4 Stockholders' Right of Inspection. A stockholder of record, upon written
demand to inspect the records of the Corporation pursuant to any statutory or
other legal right, shall be privileged to inspect such records only during the
usual and customary hours of business and in such manner will not unduly
interfere with the regular conduct of the business of the Corporation. A
stockholder may delegate his/her right of inspection to a certified or public
accountant on the condition, to be enforced at the option of the Corporation,
that the stockholder and accountant agree with the Corporation to furnish to the
Corporation promptly a true and correct copy of each report with respect to such
inspection made by



such accountant. No stockholder shall use, permit to be used or acquiesce in the
use by others of any information so obtained to the detriment competitively of
the Corporation, nor shall he/she furnish or permit to be furnished any
information so obtained to any competitor or prospective competitor of the
Corporation. The Corporation as a condition precedent to any stockholder's
inspection of the records of the Corporation may require the stockholder to
indemnify the Corporation, in such manner and for such amount as may be
determined by the Board of Directors, against any loss or damage which may be
suffered by it arising out of or resulting from any unauthorized disclosure made
or permitted to be made by such stockholder of information obtained in the
course of such inspection.


                                      SEAL

5. Seal. The Corporation shall have a corporate seal inscribed with the name of
the Corporation and the words "Corporate Seal - Kansas". The form of the seal
may be altered at pleasure and shall be used by causing it or a facsimile
thereof to be impressed, affixed, reproduced or otherwise used.

                             STOCKHOLDERS' MEETINGS

6. Place of Meetings. Meetings of the stockholders may be held at any place
within or without the State of Kansas, as shall be determined from time to time
by the Board of Directors. All meetings of the stockholders for the election of
Directors shall be held at the principal office of the Corporation in Kansas.
Meetings of the stockholders for any purpose other than the election of
Directors may be held at such place as shall be specified in the notice thereof.

7. Annual Meeting. No annual meeting of stockholders is required to be held for
the purpose of electing directors or any other reason, except when specifically
and expressly required under state or federal law. When an annual meeting is
held for the purpose of electing directors, such directors shall hold office
until the next annual meeting at which directors are to be elected and until
their successors are elected and qualified, or until their earlier resignation
or removal herein.

8. Special Meetings. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
President, or a Vice President, by the Board of Directors or by the holders of
not less than 10% of all outstanding shares of stock entitled to vote at any
annual meeting; and shall be called by any officer directed to do so by the
Board of Directors.

The "call" and the "notice" of any such meeting shall be deemed to be
synonymous.

9. Notice of Meetings. Written or printed notice of each meeting of the
stockholders, whether annual or special, stating the place, date and time
thereof and in case of a special meeting, the purpose or purposes thereof shall
be delivered or mailed to each stockholder entitled to vote thereat, not less
than ten (10) days nor more than fifty (50) days prior to the meeting. unless as
to a particular matter, other or further notice is required by law, in which
case such other or further notice shall be given. The Board of Directors may fix
in advance a date, which shall not be more than sixty (60) days nor less than
ten (10) days preceding the date of any meeting of the stockholders, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof; provided, however, that
the Board of Directors may fix a new record date for any adjourned meeting. Any
notice of a stockholders' meeting sent by mail shall be deemed to be delivered
when deposited in the United States mail with postage prepaid thereon, addressed
to the stockholder at his/her address as it appears on the books of the
Corporation.

10. Registered Stockholders - Exceptions - Stock Ownership Presumed. The
Corporation shall be entitled to treat the holders of the shares of stock of the
Corporation, as recorded on the stock record or transfer books of the
Corporation, as the holders of record and as the holders and owners in fact
thereof and, accordingly, the Corporation shall not be required to recognize any
equitable or other claim to or interest in any



such shares on the part of any other person or other claim to or interest in any
such shares on the part of any other person, firm, partnership, corporation or
association, whether or not the Corporation shall have express or other notice
thereof, except as is otherwise expressly required by law, and the term
"stockholder" as used in these Bylaws means one who is a holder of record of
shares of the Corporation; provided, however, that if permitted by law,

         (a) shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine;

         (b) shares held by a person in a fiduciary capacity may be voted by
such person; and,

         (c) a stockholder whose shares are pledged shall be entitled to vote
such shares, unless in the transfer of the shares by the pledgor on the books of
the Corporation, he/she shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee or his/her proxy may represent said
stock and vote thereon.

11. Consent of Stockholders in Lieu of Meeting. To the extent, if any, and in
the manner permitted by statute and unless otherwise provided in the Articles of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken by written consent
without a meeting.

12. Waiver of Notice. Whenever any notice is required to be given under the
provisions of these Bylaws, the Articles of Incorporation of the Corporation, or
of any law, a waiver thereof, if not expressly prohibited by law, in writing
signed by the person or persons entitled to notice shall, whether before or
after the time stated therein, be deemed the equivalent to the giving of such
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when a person attends a meeting for the express purpose
of objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

13. Quorum. Except as otherwise may be provided by law, by the Articles of
Incorporation of the Corporation or by these Bylaws, the holders of a majority
of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall be required for and shall constitute a
quorum at all meetings of the stockholders for the transaction of any business.
Every decision of a majority in amount of shares of such quorum shall be valid
as a corporate act, except in those specific instances in which a larger vote is
required by law or by the Articles of Incorporation or by these Bylaws.

If a quorum be not present at any meeting, the stockholders entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the meeting
from time to time without notice other than announcement at the meeting, until
the requisite amount of voting stock shall be present. If the adjournment is for
more than thirty (30) days, or if after adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. At any subsequent
session of the meeting at which a quorum is present in person or by proxy any
business may be transacted which could have been transacted at the initial
session of the meeting if a quorum had been present.

14. Proxies. At any meeting of the stockholders, every stockholder having the
right to vote shall be entitled to vote in person or by proxy executed by an
instrument in writing subscribed by such a stockholder and bearing a date not
more than three (3) years prior to said meeting unless said instrument provides
that it shall be valid for a longer period. A stockholder voting by proxy may do
so via electronic, including via the Internet, or telephonic transmission
provided that any such electronic transmission must either contain or be
accompanied by information from which it can be determined that the stockholder
authorized the transmission. A copy, facsimile or other reliable reproduction of
the instrument may be substituted for the original instrument for any purpose
for which the original instrument could be used. (Amended July 23, 1999)

15. Voting. Each stockholder shall have one vote for each share of stock having
voting power registered in his/her name on the books of the Corporation and
except where the transfer books of the Corporation shall have been closed or a
date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted at any election
for directors which



shall have been transferred on the books of the Corporation within twenty (20)
days next preceding such election of Directors. At all elections of Directors,
cumulative voting shall prevail, so that each stockholder shall be entitled to
as many votes as shall equal the number of his/her shares of stock multiplied by
the number of Directors to be elected, and he/she may cast all of such votes for
a single Director or may distribute them among the number to be voted for, or
any two or more as he/she sees fit. Voting shall be ballot for the election of
Directors and on such matters as may be required by law, provided that voting by
ballot on any matter may be waived by the unanimous consent of those
stockholders entitled to vote present at the meeting. A stockholder holding
stock in a fiduciary capacity shall be entitled to vote the shares so held, and
a stockholder whose stock is pledged shall be entitled to vote unless, in the
transfer by the pledgor on the books of the Corporation, (s)he shall have
expressly empowered the pledgee to vote thereon, in which case only the pledgee
or his/her proxy may represent said stock and vote thereon.

16. Stockholders' Lists. A complete list of the stockholders entitled to vote at
every election of Directors, arranged in alphabetical order, with the address of
and the number of voting shares held by each stockholder, shall be prepared by
the officer having charge of the stock books of the Corporation and for at least
ten (10) days prior to the date of the election shall be open at the place where
the election is to be held, during the usual hours for business, to the
examination of any stockholder and shall be produced and kept open at the place
of the election during the whole time thereof for the inspection of any
stockholder present. The original or duplicate stock ledger shall be the only
evidence as to who are stockholders entitled to examine such lists, or the books
of the Corporation, or to vote in person or by proxy, at such election. Failure
to comply with the foregoing shall not affect the validity or any action taken
at any such meeting.

17. Presiding Officials. Every meeting of the stockholders, for whatever object,
shall be convened by the President, or by the officer or person who called the
meeting by notice as above provided, but it shall be presided over by the
officers specified in paragraphs 37 and 38 of these Bylaws; provided, however,
that the stockholders at any meeting, by a majority vote in amount of shares
represented thereat, and notwithstanding anything to the contrary contained
elsewhere in these Bylaws, may select any persons of their choosing to act as
Chairman and Secretary of such meeting or any session thereof.

                               BOARD OF DIRECTORS

18. Offices. The Directors may have one or more offices, and keep the books of
the Corporation (except the original or duplicated stock ledgers, and such other
books and records as may by law be required to be kept at a particular place) at
such place or places within or without the State of Kansas as the Board of
Directors may from time to time determine.

19. Management. The management of all affairs, property and business of the
corporation shall be vested in a Board of Directors, consisting of a minimum of
six (6) and a maximum of nine (9) directors. Unless required by the Articles of
Incorporation, Directors need not be stockholders. Each person who shall serve
on the Board of Directors and who shall be recommended and nominated for
election or reelection as a director shall be a person who is in good standing
in his/her community and who shall not, at the time of election or reelection,
have attained his/her 70th birthday. In addition to the power and authorities by
these Bylaws and the Articles of Incorporation expressly conferred upon it, the
Board of Directors may exercise all such powers of the Corporation, and do all
such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

20. Vacancies and Newly Created Directorships. Vacancies and newly created
directorships resulting from any increase in the authorized number of Directors
may be filled by a majority of the Directors then in office, though less than a
quorum, or by a sole remaining Director, unless it is otherwise provided in the
Articles of Incorporation or these Bylaws, and the Directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and qualified, or until their earlier resignation



or removal. If there are no Directors in office, then an election of Directors
may be held in the manner provided by statute.

21. Meetings of the Newly Elected Board -- Notice. The first meeting of the
members of each newly elected Board of Directors shall be held (a) at such time
and place either within or without the State of Kansas as shall be suggested or
provided by resolution of the stockholders at the meeting at which such newly
elected Board was elected, and no notice of such meeting shall be necessary to
the newly elected Directors in order legally to constitute the meeting, provided
a quorum shall be present, or (b) if not so suggested or provided for by
resolution of the stockholders or if a quorum shall not be present, at such time
and place as shall be consented to in writing by a majority of the newly elected
Directors, provided that written or printed notice of such meeting shall be
given to each of the other Directors in the same manner as provided in section
23 of these Bylaws with respect to the giving of notice for special meetings of
the Board except that it shall not be necessary to state the purpose of the
meeting in such notice, or (c) regardless of whether or not the time and place
of such meeting shall be suggested or provided for by resolution of the
stockholders, at such time and place as shall be consented to in writing by all
of the newly elected Directors.

Every Director of the Corporation, upon his/her election, shall qualify by
accepting the office of the Director, and his/her attendance at, or his/her
written approval of the minutes of, any meeting of the Board subsequent to
his/her election shall constitute his/her acceptance of such office; or he/she
may execute such acceptance by a separate writing, which shall be placed in the
minute book.

22. Regular Meetings. Regular meetings of the Board of Directors may be held
without notice at such times and places either within or without the State of
Kansas as shall from time to time be fixed by resolution adopted by the full
Board of Directors. Any business may be transacted at a regular meeting.

23. Special Meetings. Special meetings of the Board of Directors may be called
at any time by the Chairman of the Board, the President, and Vice President or
the Secretary, or by any two (2) or more of the Directors. The place may be
within or without the State of Kansas as designated in the notice.

24. Notice of Special Meetings. Written or printed notice of each special
meeting of the Board, stating the place, day and hour of the meeting and the
purpose or purposes thereof, shall be mailed to each Director addressed to
him/her at his/her residence or usual place of business at least three (3) days
before the day on which the meeting is to be held, or shall be sent to him/her
by telegram, or delivered to him/her personally, at least two (2) days before
the day on which the meeting is to be held. If mailed, such notice shall be
deemed to be delivered when it is deposited in the United States mail with
postage thereon addressed to the Director at his/her residence or usual place of
business. If given by telegraph, such notice shall be deemed to be delivered
when it is delivered to the telegraph company. The notice may be given by any
officer having authority to call the meeting. "Notice" and "call" with respect
to such meetings shall be deemed to be synonymous. Any meeting of the Board of
Directors shall be a legal meeting without any notice thereof having been given
if all Directors shall be present.

25. Meetings by Conference Telephone or Similar Communications Equipment. Unless
otherwise restricted by law, the Articles of Incorporation or these Bylaws,
members of the Board of Directors of the Corporation, or any committee
designated by the board, may participate in a meeting of the board or committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant hereto shall constitute presence in person
at such meeting.

26. Quorum. Unless otherwise required by law, the Articles of Incorporation or
these Bylaws, a majority of the total number of Directors shall be necessary at
all meetings to constitute a quorum for the transaction of business, and except
as may be otherwise provided by law, the Articles of Incorporation or these
Bylaws, the act of a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors.



         If at least two (2) Directors or one-third (1/3) of the whole Board of
Directors, whichever is greater, is present at any meeting at which a quorum is
not present, a majority of the Directors present at such meeting shall have
power successively to adjourn the meeting from time to time to a subsequent
date, without notice to any Directors other than announcement at the meeting. At
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the original meeting with was
adjourned.

27. Standing or Temporary Committees. The Board of Directors may, by resolution
or resolutions passed by a majority of the whole Board, designate one (1) or
more committees, each committee to consist of one (1) or more Directors of the
Corporation. The Board may designate one (1) or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors or
in these Bylaws, shall have and may exercise all of the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power of
authority of the Board of Directors with respect to amending the Articles of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the resolution, these Bylaws or the
Articles of Incorporation expressly so provide, no such committee shall have
power or authority to declare a dividend or to authorize the issuance of stock.

Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. All
committees so appointed shall, unless otherwise provided by the Board of
Directors, keep regular minutes of the transactions at their meetings and shall
cause them to be recorded in books kept for that purpose in the office of the
Corporation and shall report the same to the Board of Directors at its next
meeting. The Secretary or an Assistant Secretary of the Corporation may act as
Secretary of the committee if the committee so requests.

28. Compensation. Unless otherwise restricted by the Articles of Incorporation,
the Board of Directors may, by resolution, fix the compensation to be paid
Directors for serving as Directors of the Corporation and may, by resolution,
fix a sum which shall be allowed and paid for attendance at each meeting of the
Board of Directors and may provide for reimbursement of expenses incurred by
Directors in attending each meeting; provided that nothing herein contained
shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving his/her regular compensation therefor. Members of
special or standing committees may be allowed similar compensation for attending
committee meetings. Nothing herein contained shall be construed to preclude any
Director or committee member from serving the Corporation in any other capacity
and receiving compensation therefor.

29. Resignations. Any Director may resign at any time upon written notice to the
Corporation. Such resignation shall take effect at the time specified therein or
shall take effect upon receipt thereof by the Corporation if no time is
specified therein, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

30. Indemnification and Liability of Directors and Officers. Each person who is
or was a Director or officer of the Corporation or is or was serving at the
request of the Corporation as a Director or officer of another corporation
(including the heirs, executors, administrators and estate of such person) shall
be indemnified by the Corporation as of right to the full extent permitted or
authorized by the laws of the State of Kansas, as now in effect and is hereafter
amended, against any liability, judgment, fine, amount



paid in settlement, cost and expense (including attorneys' fees) asserted or
threatened against and incurred by such person in his/her capacity as or arising
out of his/her status as a Director or officer of the Corporation or, if serving
at the request of the Corporation, as a Director or officer of another
corporation. The indemnification provided by this bylaw provision shall not be
exclusive of any other rights to which those indemnified may be entitled under
the Articles of Incorporation, under any other bylaw or under any agreement,
vote of stockholders or disinterested directors or otherwise, and shall not
limit in any way any right which the Corporation may have to make different or
further indemnification with respect to the same or different persons or classes
of persons.

No person shall be liable to the Corporation for any loss, damage, liability or
expense suffered by it on account of any action taken or omitted to be taken by
him/her as a Director or officer of the Corporation or of any other corporation
which he/she serves as a Director or officer at the request of the Corporation,
if such person (a) exercised the same degree of care and skill as a prudent man
would have exercised under the circumstances in the conduct of his/her own
affairs, or (b) took or omitted to take such action in reliance upon advice of
counsel for the Corporation, or for such other corporation, or upon statement
made or information furnished by Directors, officers, employees or agents of the
Corporation, or of such other corporation, which he/she had no reasonable
grounds to disbelieve.

In the event any provision of this section 30 shall be in violation of the
Investment Company Act of 1940, as amended, or of the rules and regulations
promulgated thereunder, such provisions shall be void to the extent of such
violations.

31. Action Without a Meeting. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if written consent thereto is signed by all members of the
Board of Directors or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.

32. Numbers and Powers of the Board. The property and business of this
Corporation shall be managed by a Board of Directors, and the number of
Directors to constitute the Board shall be not less than six (6) nor more than
nine (9). Directors need not be stockholders. In addition to the powers and
authorities by these Bylaws expressly conferred upon the Board of Directors, the
Board may exercise all such powers of the corporation and do or cause to be done
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws prohibited, or required to be exercised or done
by the stockholders only.

33. Term of Office. The first Board of Directors shall be elected at the first
duly held meeting of the incorporators and thereafter they shall be elected at
the annual meetings of the stockholders. Except as may otherwise be provided by
law, the Articles of Incorporation or these Bylaws, each Director shall hold
office until the next annual election and until a successor shall be duly
elected and qualified, or until his/her written resignation shall have been
filed with the Secretary of the Corporation. Each Director, upon his/her
election, shall qualify by accepting the office of Director by executing and
filing with the Corporation a written acceptance of his/her election which shall
be placed in the minute book.

34. Waiver. Any notice provided or required to be given to the Directors may be
waived in writing by any of them. Attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting except where he/she attends for
the express purpose of objecting to the transaction of any business thereat
because the meeting is not lawfully called or convened.

                                    OFFICERS

35. (a) Officers - Who Shall Constitute. The officers of the Corporation shall
    be a Chairman of



    the Board, a President, one or more Vice Presidents, a Secretary, a
    Treasurer, one or more Assistant Secretaries and one or more Assistant
    Treasurers. The Board shall elect a President, a Secretary and a Treasurer
    at its first meeting after each annual meeting of the stockholders. The
    Board then, or from time to time, may elect one or more of the other
    prescribed officers as it may deem advisable, but need not elect any
    officers other than a President, a Secretary and a Treasurer. The Board may,
    if it desires, elect or appoint additional officers and may further identify
    or describe any one or more of the officers of the Corporation. In the
    discretion of the Board of Directors, the office of Chairman of the Board of
    Directors may remain unfilled. The Chairman of the Board of Directors, if
    any, shall at all times be, and other officers may be, members of the Board
    of Directors.

    Officers of the Corporation need not be members of the Board of Directors.
    Any two (2) or more offices may be held by the same person.

    An officer shall be deemed qualified when he/she enters upon the duties of
    the office to which he/she has been elected or appointed and furnishes any
    bond required by the Board; but the Board may also require his/her written
    acceptance and promise faithfully to discharge the duties of such office.

         (b) Term of Office. Each officer of the Corporation shall hold his/her
office at the pleasure of the Board of Directors or for such other period as the
Board may specify at the time of his/her election or appointment, or until
his/her death, resignation or removal by the Board, whichever first occurs. In
any event, each officer of the Corporation who is not reelected or reappointed
at the annual election of officers by the Board next succeeding his/her election
or appointment shall be deemed to have been removed by the Board, unless the
Board provides otherwise at the time of his/her election or appointment.

         (c) Other Agents. The Board from time to time may also appoint such
other agents for the Corporation as it shall deem necessary or advisable, each
of whom shall serve at the pleasure of the Board or for such period as the Board
may specify, and shall exercise such powers, have such titles and perform such
duties as shall be determined from time to time by the Board or by an officer
empowered by the Board to make such determinations.

36. Chairman of the Board. If a Chairman of the Board be elected, he/she shall
preside at all meetings of the stockholders and Directors at which he/she may be
present and shall have such other duties, powers and authority as any be
prescribed elsewhere in these Bylaws. The Board of Directors may delegate such
other authority and assign such additional duties to the Chairman of the Board,
other than those conferred by law exclusively upon the President, as it may from
time to time determine, and, to the extent permissible by law, the Board may
designate the Chairman of the Board as the Chief Executive Officer of the
Corporation with all of the powers otherwise conferred upon the President of the
Corporation under paragraph 37 of these Bylaws, or it may, from time to time,
divide the responsibilities, duties and authority for the general control and
management of the Corporation's business and affairs between the Chairman of the
Board and the President.

37. The President. Unless the Board otherwise provides, the President shall be
the Chief Executive Officer of the Corporation with such general executive
powers and duties of

    supervision and management as are usually vested in the office of the Chief
    Executive Officer of a corporation, and he/she shall carry into effect all
    directions and resolutions of the Board. The President, in the absence of
    the Chairman of the Board or if there be no Chairman of the Board, shall
    preside at all meetings of the stockholders and Directors.



    The President may execute all bonds, notes, debentures, mortgages and other
    instruments for and in the name of the Corporation, may cause the corporate
    seal to be affixed thereto, and may execute all other instruments for and in
    the name of the Corporation.

    Unless the Board otherwise provides, the President, or any person designated
    in writing by him/her, shall have full power and authority on behalf of this
    Corporation (a) to attend and vote or take action at any meeting of the
    holders of securities of corporations in which this Corporation may hold
    securities, and at such meetings shall possess and may exercise any and all
    rights and powers incident to being a holder of such securities, and (b) to
    execute and deliver waivers of notice and proxies for and in the name of the
    Corporation with respect to any securities held by this Corporation.

    He/she shall, unless the Board otherwise provides, be ex officio a member of
    all standing committees.

    He/she shall have such other or further duties and authority as may be
    prescribed elsewhere in these Bylaws or from time to time by the Board of
    Directors.

    If a Chairman of the Board be elected or appointed and designated as the
    Chief Executive Officer of the Corporation, as provided in paragraph 36 of
    these Bylaws, the President shall perform such duties as may be specifically
    delegated to him/her by the Board of Directors or are conferred by law
    exclusively upon him/her, and in the absence, disability, or inability or
    refusal to act of the Chairman of the Board, the President shall perform the
    duties and exercise the powers of the Chairman of the Board.

38. Vice President. In the absence of the President or in the event of his/her
disability or inability or refusal to act, any Vice President may perform the
duties and exercise the powers of the President until the Board otherwise
provides. Vice Presidents shall perform such other duties as the Board may from
time to time prescribe.

39. Secretary and Assistant Secretaries. The Secretary shall attend all sessions
of the Board and all meetings of the stockholders, shall prepare minutes of all
proceedings at such meetings and shall preserve them in a minute book of the
Corporation. He/she shall perform similar duties for the executive and other
standing committees when requested by the Board or any such committee.

    It shall be the principal responsibility of the Secretary to give, or cause
    to be given, notice of all meetings of the stockholders and of the Board of
    Directors, but this shall not lessen the authority of others to give such
    notice as is authorized elsewhere in these Bylaws.

    The Secretary shall see that all books, records, lists and information, or
    duplicates, required to be maintained in Kansas, or elsewhere, are so
    maintained.

    The Secretary shall keep in safe custody the seal of the Corporation, and
    shall have authority to affix the seal to any instrument requiring a
    corporate seal and, when so affixed, he/she shall attest the seal by his/her
    signature. The Board of Directors may give general authority to any other
    officer to affix the seal of the Corporation and to attest the affixing by
    his/her signature.

    The Secretary shall have the general duties, responsibilities and
    authorities of a Secretary of a Corporation and shall perform such other
    duties and have such other responsibility and authority as may be prescribed
    elsewhere in these Bylaws or from time to time by the Board of Directors or
    the Chief Executive Officer of the Corporation, under whose direct
    supervision (s)he shall be.



    In the absence of the Secretary or in the event of his/her disability, or
    inability or refusal to act, any Assistant Secretary may perform the duties
    and exercise the powers of the Secretary until the Board otherwise provides.
    Assistant Secretaries shall perform such other duties as the Board of
    Directors may from time to time prescribe.

40. Treasurer and Assistant Treasurers. The Treasurer shall have responsibility
    for the safekeeping of the funds and securities of the Corporation, shall
    keep or cause to be kept full and accurate accounts of receipts and
    disbursements in books belonging to the Corporation and shall keep, or cause
    to be kept, all other books of account and accounting records of the
    Corporation. He/she shall deposit or cause to be deposited all moneys and
    other valuable effects in the name and to the credit of the Corporation in
    such depositories as may be designated by the Board of Directors or by any
    officer of the Corporation to whom such authority has been granted by the
    Board.

    He/she shall disburse, or permit to be disbursed, the funds of the
    Corporation as may be ordered, or authorized generally, by the Board, and
    shall render to the Chief Executive Officer of the Corporation and the
    Directors whenever they may require it, an account of all his/her
    transactions as Treasurer and of those under his/her jurisdiction, and of
    the financial condition of the Corporation.

    He/she shall perform such other duties and shall have such other
    responsibility and authority as may be prescribed elsewhere in these Bylaws
    or from time to time by the Board of Directors.

    He/she shall have the general duties, powers and responsibility of a
    Treasurer of a corporation and shall, unless otherwise provided by the
    Board, be the Chief Financial and Accounting Officer of the Corporation.

    If required by the Board, he/she shall give the Corporation a bond in a sum
    and with one or more sureties satisfactory to the Board, for the faithful
    performance of the duties of his/her office and for the restoration to the
    Corporation, in the case of his/her death, resignation, retirement or
    removal from office, of all books, papers, vouchers, money and other
    property of whatever kind in his/her possession or under his/her control
    which belong to the Corporation.

    In the absence of the Treasurer or in the event of his/her disability, or
    inability or refusal to act, any Assistant Treasurer may perform the duties
    and exercise the powers of the Treasurer until the Board otherwise provides.
    Assistant Treasurers shall perform such other duties and have such other
    authority as the Board of Directors may from time to time prescribe.

41. Duties of Officers May be Delegated. If any officer of the Corporation be
absent or unable to act, or for any other reason that the Board may deem
sufficient, the Board may delegate, for the time being, some or all of the
functions, duties, powers and responsibilities of any officer to any other
officer, or to any other agent or employee of the Corporation or other
responsible person, provided a majority of the whole Board concurs.

42. Removal. Any officer or agent elected or appointed by the Board of
Directors, and any employee, may be removed or discharged by the Board whenever
in its judgment the best interests of the Corporation would be served thereby,
but such removal or discharge shall be without prejudice to the contract rights,
if any, of the person so removed or discharged.

43. Salaries and Compensation. Salaries and compensation of all elected officers
of the Corporation shall be fixed, increased or decreased by the Board of
Directors, but this power, except as to the salary or compensation of the
Chairman of the Board and the President, may, unless prohibited by law, be
delegated by the Board to the Chairman of the Board or the President, or may be
delegated to a



committee. Salaries and compensation of all appointed officer, agents, and
employees of the Corporation may be fixed, increased or decreased by the Board
of Directors, but until action is taken with respect thereto by the Board of
Directors the same fixed, increased or decreased by the Chairman of the Board,
the President or such other officer or officers as may be empowered by the Board
of Directors to do so.

44. Delegation of Authority to Hire, Discharge and Designate Duties. The Board
from time to time may delegate to the Chairman of the Board, the President or
other officer or executive employee of the Corporation, authority to hire,
discharge and fix and modify the duties, salary or other compensation of
employees of the Corporation under their jurisdiction, and the Board may
delegate to such officer or executive employee similar authority with respect to
obtaining and retaining for the Corporation the services of attorneys,
accountants and other experts.

                                    STOCK

45. Certificates for Shares of Stock. Certificates for shares of stock shall be
issued in numerical order, and each stockholder shall be entitled to a
certificate signed by, or in the name of the Corporation by, the Chairman of the
Board or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant

         Secretary, certifying the number of shares owned by him/her. To the
extent permitted by statute, any of or all of the signatures on such certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as if such officer, transfer agent or registrar
who signed such certificate, or whose facsimile signature shall have been used
thereon, had not ceased to be such officer, transfer agent or registrar of the
Corporation.

46. Transfers of Stock. Transfers of stock shall be made only upon the transfer
books of the Corporation, kept at the office of the Corporation or of the
transfer agent designated to transfer the class of stock, and before a new
certificate is issued the old certificate shall be surrendered for cancellation.
Until and unless the Board appoints some other person, firm or corporation as
its transfer agent (and upon the revocation of any such appointment, thereafter,
until a new appointment is similarly made) the Secretary of the Corporation
shall be the transfer agent of the Corporation without the necessity of any
formal action of the Board, and the Secretary, or any person designated by
him/her, shall perform all of the duties thereof.

47. Registered Stockholders. Only registered stockholders shall be entitled to
be treated by the Corporation as the holders and owner in fact of the shares
standing in their respective names, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Kansas.

48. Lost Certificates. The Board of Directors may authorize the Secretary to
direct that a new certificate or certificates be issued in place of any
certificate or certificates theretofore issued by the Corporation, alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the person claiming the certificate or certificates to be lost, stolen or
destroyed. When authorizing such issue of a replacement certificate or
certificates, the Secretary may, as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his/her legal representative, to give the Corporation and its
transfer agents and registrars, if any, a bond in such sum as it may direct to
indemnify it against any claim that may be made against it with respect to the
certificate or certificates alleged to have been lost, stolen or destroyed, or
with respect to the issuance of such new certificate or certificates.

49. Regulations. The Board of Directors shall have power and authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer, conversion and registration of certificates for shares of stock of the
Corporation, not inconsistent with the laws of the State of Kansas,



the Articles of Incorporation of the Corporation and these Bylaws.

50. Fixing Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) days not less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             DIVIDENDS AND FINANCE

51. Dividends. Dividends upon the outstanding shares of stock of the
Corporation, subject to the provisions of the Articles of Incorporation and of
any applicable law and of these Bylaws, may be declared by the Board of
Directors at any meeting. Subject to such provisions, dividends may be paid in
cash, in property, or in shares of stock of the Corporation.

52. Creation of Reserves. The Directors may set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for any proper
purpose or may abolish any such reserve in the manner in which it was created.

53. Depositories. The moneys of the Corporation shall be deposited in the name
of the Corporation in such bank or banks or other depositories as the Board of
Directors shall designate, and shall be drawn out only by check signed by
persons designated by resolution adopted by the Board of Directors, except that
the Board of Directors may delegate said powers in the manner hereinafter
provided in this bylaw 53. The Board of Directors may by resolution authorize an
officer or officers of the Corporation to designate any bank or banks or other
depositories in which moneys of the Corporation may be deposited, and to
designate the persons who may sign checks drawn on any particular account or
accounts of the Corporation, whether created by direct designation of the Board
of Directors or by authorized officer or officers as aforesaid.

54. Fiscal Year. The Board of Directors shall have power to fix and from time to
time change the fiscal year of the Corporation. In the absence of action by the
Board of Directors, the fiscal year of the Corporation shall end each year on
the date which the Corporation treated as the close of its first fiscal year,
until such time, if any, as the fiscal year shall be changed by the Board of
Directors.

55. Directors' Statement. The Board of Directors may present at each annual
meeting of the stockholders, and when called for by vote of the stockholders
shall present to any annual or special meeting of the stockholders, a full and
clear statement of the business and condition of the Corporation.

56. Fixing of Capital, Transfers of Surplus. Except as may be specifically
otherwise provided in the Articles of Incorporation, the Board of Directors is
expressly empowered to exercise all authority conferred upon it or the
Corporation by any law or statute, and in conformity therewith, relative to:

         (a) the determination of what part of the consideration received for
shares of the Corporation shall be capital;

         (b) increasing or reducing capital;

         (c) transferring surplus to capital or capital to surplus;

         (d) all similar or related matters;



         provided that any concurrent action or consent by or of the Corporation
         and its stockholders required to be taken or given pursuant to law
         shall be duly taken or given in connection therewith.

57. Loans to Officers and Directors Prohibited. The Corporation shall not loan
money to any officer or director of the Corporation.

58. Books, Accounts and Records. The books, accounts and records of the
Corporation, except as may be otherwise required by the laws of the State of
Kansas, may be kept outside the State of Kansas, at such place or places as the
Board of Directors may from time to time determine. The Board of Directors shall
determine whether, to what extent and the conditions upon which the book,
accounts and records of the Corporation, or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any book, account or record of the Corporation, except as conferred by
law or by resolution of the stockholders or Directors.

                       INVESTMENT AND MANAGEMENT POLICIES

 59.   Custody of Securities. Without limitation as to any restriction imposed
       by the Articles of Incorporation of the Corporation or by operation of
       law on the conduct of the Corporation's investment company business, the
       custody of the Corporation's securities shall be subject to the following
       requirements:

         (a) The securities of the Corporation shall be placed in the custody
and care of a custodian which shall be a bank or trust company having not less
than $2,000,000 aggregate capital, surplus and undivided profits.

         (b) Upon the resignation or inability to serve of the custodian, the
officers and directors shall be required to use their best efforts to locate a
successor, to whom all cash and securities must be delivered directly, and in
the event that no successor can be found, to submit to stockholders the question
of whether the corporation should be liquidated or shall function without a
custodian.

         (c) Any agreement with the custodian shall require it to deliver
securities owned by the Corporation only (1) upon sale of such securities for
the account of the Corporation and receipt of payment; (2) to the broker or
dealer selling the securities in accordance with "street delivery" custom; (3)
on redemption, retirement of maturity; (4) on conversion or exchange into other
securities pursuant to a conversion or exchange privilege, or plan of merger,
consolidation, reorganization, recapitalization, readjustment, share split-up,
change of par value, deposit in or withdrawal from a voting trust, or similar
transaction or event affecting the issuer; or (5) pursuant to the redemption in
kind of any securities of the Corporation.

         (d) Any agreement with the custodian shall require it to deliver funds
of the Corporation only (1) upon the purchase of securities for the portfolio of
the Corporation and delivery of such securities to the custodian, or (2) for the
redemption of shares by the Corporation, the payment of interest, dividend
disbursements, taxes, management fees, the making of payments in connection with
the conversion, exchange or surrender of securities owned by the Corporation and
the payment of operating expenses of the Corporation.

60. Restrictions on the Investment of Funds. Without limitation as to any
restrictions imposed by the Articles of Incorporation of the Corporation or by
operation of law on the conduct of the Corporation's investment company
business, the officers and Directors of the Corporation shall not permit the
Corporation to take any action not permitted by its fundamental investment
policies, as amended, set forth in the Corporation's registration statement.

         61. Distribution of Earnings.

         A. The Directors by appropriate resolution shall from time to time
distribute the net earnings of the Corporation to its shareholders pro-rata by
mailing checks to the shareholders at the address shown



on the books of the Company.

         B. In addition to paying all current expenses, it shall be the duty of
the officers and Directors to set up adequate reserves to cover taxes, auditors'
fees, and any and all necessary expenses that can be anticipated but are not
currently payable, and same shall be deducted from gross earnings before net
earnings may be distributed.

         C. If any of the net earnings of this Corporation is profit from sale
of its securities or from any source that would be considered as capital gains,
this information shall be clearly revealed to the stockholders and the basis of
calculation of such gains set forth.

         D. The officers and Directors shall distribute not less than that
amount of net earnings of this Corporation to its shareholders as may be
required or advisable under applicable law and special distribution of net
earnings may be made at the discretion of the Directors at any time to meet this
requirement or for any other reason.

62.      Underwriting or Principal Broker Agreement.

         A.   The officers and Directors of this Corporation shall not enter
              into an agreement or contract with any person or corporation to
              act as underwriter or principal broker for the sale and/or
              distribution of its shares, unless said person or corporation is
              fully qualified as a broker and has net all the requirements of
              the Kansas Corporation Commission and United States Securities and
              Exchange Commission and is currently in good standing with said
              Commissions.

         B.   No commission, sales load or discount from the offering price of
              said shares shall be greater than that which is permitted under
              the Investment Company Act of 1940 and the rules, regulations and
              orders promulgated thereunder.

         C.   Any such contract so made shall not endure for a period of more
              than on year, unless such extension has been duly ratified and
              approved by a majority vote of the Directors of the Corporation,
              and such contract shall contain a provision that it may be
              terminated for cause upon sixty days written notice by either
              party.


                                 MISCELLANEOUS

63. Waiver of Notice. Whenever any notice is required to be given under the
provisions of the statutes of Kansas, or of the Articles of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, Directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Articles of Incorporation of these Bylaws.

64. Contracts. The Board of Directors may authorize any officer or officers, or
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

65. Amendments. These Bylaws may be altered, amended or repealed, or new Bylaws
may be adopted, in any of the following ways: (i) by the holders of a majority
of the outstanding shares of stock of the Corporation entitled to vote, or (ii)
by a majority of the full Board of Directors and any change so made by the
stockholders may thereafter be further changed by a majority of the directors;
provided, however, that the power of the Board of Directors to alter, amend or
repeal the Bylaws, or to adopt new Bylaws, may be denied as to any Bylaws or
portion thereof as the stockholders shall so expressly



provide.


                                  CERTIFICATE

The undersigned Secretary of Security Income Fund, a Kansas Corporation, hereby
certifies that the foregoing Bylaws are the amended/restated Bylaws of said
Corporation adopted by the Directors of the Corporation.

       Dated: February 3, 1995

                                                                      AMY J. LEE
                                                                      Amy J. Lee
                                                                       Secretary